BGBC WE 662 15 CoiledTubingServices

CONFIDENTIAL
INVITATION TO TENDER
FOR THE PROVISION OF
COILED TUBING SERVICES
FOR
BG BOLIVIA CORPORATION
LIST OF CONTENTS
ITT REFERENCE NUMBER: TND-BGBC-WE-662/15

ITT Ref: BGBC-WE-662/15
List of Contents
LIST OF CONTENTS
SECTION ONE
INSTRUCTIONS TO TENDERERS
FORM OF ACKNOWLEDGEMENT
SEALED BID LABELS
SECTION TWO
INFORMATION FOR TENDERERS

PART 1
BG BOLIVIA CORPORATION INFOMATION
PART 2
CONTRACTS AWARD AND TERM
PART 3
SCOPE OF WORK & TECHNICAL SPECIFICATION
SECTION THREE TENDER SUBMISSION REQUIREMENTS

FORMS OF TENDER
TECHNICAL ATTACHMENTS:
ATTACHMENT 1
ATTACHMENT 2
ATTACHMENT 3
ATTACHMENT 4
ATTACHMENT 5
ATTACHMENT 6
ATTACHMENT 7
ATTACHMENT 8
ATTACHMENT 9
ATTACHMENT 10
TECHNICAL QUESTIONNAIRE
HSE QUESTIONNAIRE
TECHNICAL ALTERNATIVES
TECHNICAL EXCEPTIONS
LOCAL CONTENT QUESTIONNAIRE
CERTIFICATES OF INSURANCE
FINANCIAL INFORMATION
EXCEPTIONS TO PRO-FORMA CONTRACT
CONFIDENTIALITY AGREEMENTS
DUE DILIGENCE QUESTIONNAIRE
COMMERCIAL ATTACHMENTS:
ATTACHMENT 11
ATTACHMENT 12
SECTION FOUR
Revision: Final
COMPENSATION AND PAYMENT

COMMERCIAL ALTERNATIVES
PRO-FORMA CONTRACT
Page 2 of 2
CONFIDENTIAL
FOR
ITT SECTION ONE INSTRUCTIONS TO TENDERER AND CONDITIONS OF TENDERING
ITT REFERENCE NUMBER: BGBC-WE-662/15

Section One - Instructions To Tenderers
INSTRUCTIONS TO TENDERER AND CONDITIONS OF TENDERING

1.0
INTRODUCTION
1.1
This Invitation to Tender (hereinafter ITT) package has been issued incorporating the requirements
for BG Bolivia Corporation.
1.2
Contractors in receipt of this ITT (hereinafter each a Tenderer) are required to submit a clear and
concise Tender, complying fully and entirely in accordance with the provisions of these Instructions
to Tenderers and Conditions of Tendering (Instructions to Tender). The following instructions and
conditions apply to this ITT and should be read carefully before completing the Tender.
2.0
TENDER PROCESS GENERAL RULES
2.1
These Instructions to Tenderer detail the requirements and format with which the Tenderer is to
comply to submit a valid Tender. Any conflict in the requirements laid down in the ITT
documentation shall be brought to the attention of COMPANY, in writing, for resolution prior to the
closing date and time for submission of tenders and shall be notified to the COMPANY in
accordance with Item 6 herein. Should any Tenderer not comply with these requirements and
format then COMPANY may deem such Tenders to be non-compliant to the ITT and as such the
Tenderer in question may be excluded from consideration.
2.2
These Instructions to Tenderers are specific as to the submission of a Tender and provide general
information as to the nature of the service to be performed. The Tender shall be prepared in strict
compliance with this ITT package, and should any technical or commercial alternatives be proposed
by Tenderer these shall be clearly detailed in the appropriate Tender Submission Attachment as
instructed in Section Three of this ITT.
2.3
Tenders shall be prepared in the English language.
2.4
All payments under the CONTRACT shall be made in the currency specified in Section Three
Attachment 11 of this ITT.
2.5
COMPANY will not be responsible or liable for the cost of Tender preparation or submission.
2.6
COMPANY shall not be bound to accept any Tender.
2.7
Tenderers should be prepared to attend detailed technical and commercial discussions at

COMPANYs offices in-country (or such other mutually agreed location) at COMPANY's request and
Tenderers sole expense.
2.8
Tenderer shall abide by its Tender and shall leave it open for acceptance by COMPANY for a
minimum period of one hundred and twenty (120) days from the date stipulated as the return date for
the Tenders. COMPANY may request Tenderers to extend the validity of their Tenders at any time
prior to award of CONTRACT.
2.9
Tenderers shall treat all details of this ITT as confidential, and in the event that a Tenderer does not
submit a Tender all documents contained in this ITT package shall be returned to COMPANY.
2.10
Each Tender shall be submitted strictly in accordance with the ITT, otherwise, and at the sole
discretion of COMPANY, it may be disqualified. Tenders submitted after the required time and date
will not be considered.
2.11
COMPANY will not accept or consider any unsolicited amendments or offers received after the date
stipulated for the return of Tenders. However Tenderers may be required to clarify their Tenders in
response to any Tender Clarification requested in writing by COMPANY.
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2.12
COMPANY reserves the right to modify or amend any part of the ITT and the ITT documents at any
time.
2.13
COMPANY reserved the right to change any aspect of, or cease the tender process at any time.
3.0
ACKNOWLEDGEMENT OF RECEIPT OF INVITATION TO TENDER
3.1
Tenderers shall, immediately on receipt of this ITT, check its contents and within five working days of
receipt acknowledge receipt via e-mail as follows:
3.1.1 For all Tenderers:
a) The Tenderer representative of said company shall e-mail an acknowledgement to Rodrigo
Toro at [email protected]
b) The Tender Acknowledgement e-mail shall contain the following information
Subject: BG BOLIVIA ITT Ref: BGBC-WE-662/15 Provision of Coiled Tubing
Services Acknowledgement of Receipt
We acknowledge receipt of the above referenced ITT and confirm that we are able to open
all five Word documents and the Excel workbook Pricing Schedule.
We [will] [will not] be submitting a Tender by the due date.
All communications regarding this ITT should be sent to [name] who is responsible for our
Tender. Their contact details are as follows:
[company]
[job title]
[e-mail address]
[Tel No]
[Fax No]
Or
As we will not be submitting a Tender by the due date we confirm that we are returning the
complete original ITT documents to the COMPANY and that we have destroyed all copies
thereof.
3.2
Tenderers shall advise COMPANY immediately in the event that they are unable to submit a Tender
as detailed herein. In the event, such Tenderer is required to return the ITT package complete to the
name and address of the person named at the foot of the covering letter and to confirm that all
copies have been destroyed.
3.3
[The Acknowledgement of Receipt needs to be accompanied with a signed copy of the

Confidentiality Agreement (Section Three: Tender Submission Requirements - Attachment 9)]. The
signed original of the Confidentiality Agreement is to be received by the COMPANY 3 working days
following Tenderers receipt of the ITT documents. A copy of the Confidentiality Agreement also
needs to be submitted along with the tender.
4.0
TENDER CONTENT REQUIREMENTS
4.1
A complete Tender package shall consist of:

a)
the Form of Tender, signed by an authorised representative;
b)
completed Technical Attachments (1 to 10) from Section Three;
Revision: Final
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c)
completed Commercial Attachments (11 to 12) from Section Three; and
5.0
TENDER SUBMISSION REQUIREMENTS
5.1
Each Tender shall be submitted in accordance with the submission instructions set out in this item
5.0. Failure to do so may result in your tender being rejected.
5.2
Proposals of the Tenders shall be submitted to reach BGs offices as outlined below by no later than
17 hours (local time) on the 6th February 2015.
5.3
Each Tender shall be submitted to the appropriate address and in the number of copies indicated:
Tender submission address:
Number of copies:
BG Bolivia Corporation
Cuarto Anillo entre Av. Roca y Coronado y
Av. El Palmar
Casilla de correo 6400
Santa Cruz de la Sierra
Bolivia
Hard Copy Tender submission shall comprise of:

i One Technical Unpriced complete CD Tender
package (as described in 4.1);
ii One Economic Priced complete CD Tender
package (as described in 4.1).
FAO: Mr H. Rodrigo Toro

Head of Contracts & Procurements
5.4
Each priced page shall be initialled by the Tenderers authorised representative who shall also sign
the Form of Tender.
5.5
Tenderers shall ensure that the Tenders are submitted in plain sealed packages and that the preaddressed return Sealed Bid Labels attached in this Section One are clearly placed on all
individually wrapped parcels. These must be used on all packages that a Tenderer submits and no
other marks or titles must appear thereon, which in any way indicate that the package has been sent
by the Tenderer in question.
6.0
ENQUIRIES & COMMUNICATIONS
6.1
All enquiries regarding any aspect of this ITT shall be in writing and shall be directed by electronic
mail with no enquiry arriving later than seven working days prior to date for submission to:
FAO:
E-mail Address:
Rodrigo Toro, Head C&P, BG Bolivia

[email protected]
All correspondence shall show clearly Tenderers company name and COMPANY Tender reference.
6.2
Should Tenderers wish to clarify any part of this ITT or should any discrepancies be discovered in
the ITT or should there be any doubt as to the meaning thereof, Tenderers should notify the
Principal Contracts Contact named in 6.1 above without delay in writing, requesting clarification or
interpretation as may be appropriate. Telephone enquiries will not be accepted.
6.3
Prior to receipt of the Tenders, no COMPANY employee has any authority to make any
representation or give any explanation to any Tenderer, except the above named.
6.4
The responses to Tenderers written enquiries for clarification on aspects of the ITT shall be
incorporated into Tender Bulletins which will be issued to all Tenderers.
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6.5
All Tender Bulletins issued will be sequentially numbered and will form part of the ITT. Tenderers
shall confirm receipt of each Tender Bulletin.
7.0
RESULTING CONTRACT(S)
7.1
COMPANY has included a Pro-forma Contract document, without BG Country Asset specific
amendments to it, in Section Four of this ITT.
7.2
Any resulting CONTRACT(S) shall comprise:

a)
the Pro-forma Contract contained in Section Four;
b)
the relevant country specific amendments also set out in Section Four;
c)
those elements from Section Three Commercial and Technical Attachments from the successful
Tender(s) that are accepted by COMPANY.
Tenderers should refer to the Section Four and fully allow for the Pro-forma Contract and country
specific amendments.
7.3
COMPANY reserves the right not to make any contract award(s) or to enter into any CONTRACT(S),
or to award one or more contracts for all or part of the work contained in this ITT to one or several
Tenderers.
7.4
While the COMPANY presently intends to proceed with the work contained in this ITT, the
COMPANY reserves the right not to do so in respect of all or any part of such work. There shall be
no binding legal obligation on the COMPANY (or any of its Affiliates) with respect to the work (or any
part thereof) before execution of a CONTRACT.
8.0
BUSINESS PRINCIPLES
8.1
Enclosed as an Exhibit to the Pro-forma Contract is the Companys statement of business principles
with which Tenderer and those who work for it are required to comply. Company requires all
Tenderers to read these business principles before submitting a tender. Tenderer may view these
business principles in more details via the BG Group web site www.bg-group.com.
The Tender shall be prepared and submitted in good faith and the Tenderer shall not fix or adjust its
Tender in conjunction with any third party or communicate its Tender or any part thereof to any third
party not directly involved in the preparation of the Tender. Evidence of any such activity may result
in disqualification of the Tender.
8.2
Please refer to the Form of Tender. This statement is your confirmation that you have been given
access to (either on the BG Group website, or in hard copy) the Statement of Business Principles. It
also confirms your agreement to comply with them if awarded the Tender. It is your responsibility to
read and be familiar with the documentation. This obligation extends to you as Tenderer, your
employees, future employees and subcontractors you may engage prior to commencing any work
for BG Group.
8.3
In the event of an award, any contract will be placed on the basis that the Statement of Business
Principles will form part of the contract documentation and part of your contractual obligations.
8.4
Tenderer (and its representatives) shall not use any agent or intermediary to attempt to secure, or to
influence, the award of the Contract to the Tenderer. Company may cancel, without compensation,
the evaluation of the Tender and/or award of any Contract where the Tenderer so uses an agent or
intermediary in connection with its Tender and/or award of the Contract.
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8.5
Where in any country a Tenderer is required by law to use an agent or intermediary this must be
clearly identified in the Tender together with details of the law, the agent or intermediary and the
arrangements with the agent or intermediary so that Company may determine whether to proceed
with the evaluation of the Tender.
9.0
Confidentiality
9.1
Company will endeavour to preserve the confidentiality of information supplied by Tenderer but will,
on occasion, have to supply details to government bodies or Company's joint venturers and will do
so as required. Tenderer, when requested, shall promptly furnish Company with such information as
may be required from time to time by the relevant authority in respect of these ITT documents and
any Contract arising from this Tendering process.
9.2
The ITT documents are confidential and shall remain the property of Company. They are transmitted
to Tenderer solely for the purpose of Tenderers preparation and submission of a Tender. Tenderer
shall keep confidential in accordance with the Confidentiality Agreement previously signed and
submitted to Company and accordingly shall limit the dissemination of information appertaining to
the Project and/or the Services within Tenderers organisation on a need-to-know basis.
Notwithstanding the Confidentiality Agreement, Tenderer shall be entitled to release information
appertaining to the work to any third party potential sub-contractor (to the extent not identified in
Clause 3.2 of the Confidentiality Agreement) for the purpose of such third partys preparing and
submitting to Tenderer a quotation for part of the work. Any such third parties shall be obliged to
enter into the same obligations of confidentiality as set out in the Confidentiality Agreement between
Company and Tenderer. If requested by Company, Tender shall provide evidence to the
Companys satisfaction that such confidentiality obligations are in place between the Tenderer and
such third parties.
9.3
If Tenderer does not intend to submit a Tender and duly notifies Tender Co-ordinator accordingly,
the whole of the ITT Documents shall either be returned to the Tender Co-ordinator, marked, "No
Tender", and Tenderer shall destroy all copies of the ITT documents and confirm the same to
Company.
10.
VISIT TO TENDERERS FACILITIES BY COMPANY
10.1
During evaluation of the Tender, Company may wish to visit the Tenderers facilities for the purpose
of clarification. Company will notify Tenderer of the subject(s) to be dealt with and will issue to
Tenderer an agenda for the visit and the required timing for discussions. Tenderer is requested to
ensure that all relevant personnel and appropriate facilities are made available at the visit.
11.
INSURANCE MARKET RESTRICTIONS
11.1
Other than to the extent necessary for the coverage described in the Pro-forma Contract as being
Contractors responsibility, Tenderer shall not approach the insurance market for property or legal
liability insurance without Companys prior written consent.
12.
UNSUCCESSFUL TENDER
12.1
In the event that the Tender is unsuccessful, Company shall notify Tenderer in writing and Tenderer
shall destroy all copies of the ITT documents including, without limitation electronic copies thereof
and shall, where required by Company, provide a certificate signed by the Tenderers authorised
officer confirming compliance with this obligation.
Revision: Final
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SEALED BID LABELS

SEALED BID CONFIDENTIAL, DO NOT OPEN
TECHNICAL CD - COMPLETE (UNPRICED) TENDER SUBMISSION
Cuarto Anillo entre Av. Roca y Coronado y Av. El Palmar
Bolivia
FAO: H. Rodrigo Toro
HEAD of Contracts & Procurement
Tender Ref: COILED TUBING SERVICES

Tender Submission Date: 6TH February 2015, at 17 hours
Tenderer Name: [insert here]
SEALED BID CONFIDENTIAL, DO NOT OPEN

ECONOMIC CD- COMPLETE (PRICED) TENDER SUBMISSION
Bolivia
FAO: H. Rodrigo Toro
HEAD of Contracts & Procurement
Tender Ref: COILED TUBING SERVICES

Tender Submission Date: 6TH February 2015, at 17 hours
Tenderer Name: [insert here]
Revision: Final
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CONFIDENTIAL
FOR
ITT SECTION TWO INFORMATION FOR TENDERER

Section Two - Information For Tenderer

PART 1
BG BOLIVIA CORPORATION INFOMATION
INTRODUCTION
BG Group has interests in five exploration and exploitation licenses in Bolivia. BG Group operates three gas
areas, which include six fields, and holds a participating interest in another two areas - two of the largest
discovered natural gas condensate fields in the country, Margarita and Itau.
OPERATED BLOCK
La Vertiente
The 375 square kilometer La Vertiente exploitation block contains the La Vertiente, Escondido and Taiguati
gas fields. The last wells BG Group drilled on the field were, EDD-8 and LVT-12, in the La Vertiente block
and one well, TGT-4, in the Taiguati block. Production from these fields is managed at the La Vertiente plant
and the natural gas and stabilised condensate are delivered to YPFB for subsequent marketing. Workovers
and Interventions are planned to be performed on the Escondido and La Vertiente wells to continue to
maximize the production potential of these blocks.
Los Suris
The 50 square kilometer Los Suris exploitation block contains the Los Suris gas field. Production from this
field is processed at the La Vertiente plant.
XX Tarija East
The 151 square kilometer XX Tarija East license area contains two discovered gas fields, Ibibobo and Palo
Marcado. YPFB approved the Declaration of Commerciality for Palo Marcado in December 2008. BG Group
has recently drilled a new well on the field, PMO-6, in the Palo Marcado block.
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DRILLING PROGRAMME
Summary
Set out below are the best forecast for the anticipated Scope of Work; due to the nature of the industry, all
aspects may be subject to change. However, COMPANY has endeavored to provide a realistic scenario in
order to estimate the scope of work for the CONTRACTOR to define their bid approach. The provisional
drilling program for this ITT comprises drilling & completion of around 1 development well, 3 rigless
interventions and potentially an extensive abandonment campaign during the initial 3 year primary term. The
depth of the wells is between 1000 and 3000m and the drilling of the new well is anticipated to take between
30 to 60 days. The wells are all expected to be vertical or slightly deviated.
It is the intention of the COMPANY to drill and to intervene the wells in an efficient, safe and environmentally
sounds manner, while meeting all geological and production objectives. COMPANY intends to drill and to
intervene these wells in partnership with CONTRACTOR, and it is essential that COMPANYs and
CONTRACTORs HSSE objectives are aligned at the outset.
The prospects are potential gas wells. No H2S has been observed in any of the wells drilled to date. At this
time it is planned to use a water base drilling fluids system.
Location
All of COMPANYSs fields are located around the Villa Montes area in Southern Bolivia.
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Example Well Schematics

BG will provide detailed well design information prior to any drilling, workover or intervention campaigns. The
information on the following schematics is for reference only.
The above well type has a 3 tubing with 2 gravel packs of 3 screens in the lower section.
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The above well type has a 4 tubing with 3 gravel packs of 3 screens in the lower section.
Revision: Final
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PART 2
CONTRACTS AWARD & TERM
Tenders shall be evaluated and awarded on the basis of being the most economically advantageous option
for BG Bolivia. This will be the primary award consideration and objective.
BG Bolivia reserves the right to award primary and secondary contracts as appropriate. Secondary
contracts shall act as a back-up to primary contracts and therefore only be called upon in the event that the
primary contractor cannot meet its obligations.
Tenderers should note that it is recognised that there may by inconsistencies in defined terms between the
contract and the schedules which will be attached. This will be addressed when preparing the final contract
document following award. In the event Tenderers encounter any ambiguity or uncertainty as a result of this
issue please ensure that clarification is sought, via e-mail, to H. Rodrigo Toro at [email protected]
Term
The period of the CONTRACT for the associated SERVICES shall be for the services described in the
Scope of Work. The intention of COMPANY is to let one CONTRACT covering the provision of SERVICES
on drilling operations. The CONTRACT will be of a call-off nature.
BG Bolivia seeks to place Contracts which will:
a)
Commence during Q2 2015 for a three (3) year period.
Revision: Final
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PART 3
SCOPE OF WORK & TECHNICAL SPECIFICATION

Scope of Work
CONTRACTOR shall provide the personnel and support equipment required to perform the coiled tubing
operations in a cost effective and operationally efficient manner. The following scope of work represents the
COMPANYs level of required services, equipment and best practices. This listing should be used as a guide
to supply a complete list of tools, equipment, services and personnel as required for the Works.
This document sets out a scope of work for services that may typically be undertaken. It should be noted,
however, that specific details, and measurements, required might vary depending on modifications to the
scope of work that may be deemed appropriate.
Personnel Requirements
The following field personnel, all of whom must have had at least three (3) years of experience with
CONTRACTOR, shall be provided by CONTRACTOR for the performance of the WORK:
A. Senior Coiled Tubing Supervisor capable of operating all coiled tubing equipment, supervising crew
and with detailed working knowledge of coiled tubing operations, procedures, tools and equipment.
B. Senior Coiled Tubing Operator capable of operating all coiled tubing equipment with sufficient
experience to have a detailed working knowledge of all the tools, procedures and equipment with
enough experience to allow safe and efficient 24 hour coverage during coiled tubing operations.
C. Coiled Tubing Operators with sufficient experience to provide support to the senior supervisor and
senior operator as required.
D. Coiled Tubing Engineer with sufficient experience and capability to use all simulators and perform all
calculations necessary to predict, design and execute specific Coiled Tubing jobs.
E. CONTRACTOR shall provide his personnel with all necessary and suitable PPE (work wear, work
gloves, hard hat, hearing protection, safety glasses, safety goggles, steel-toed safety boots, and
protective clothing).
F. CONTRACTOR's personnel must hold and be in possession of all valid certificates required for
carrying out specific tasks, as required by COMPANY and BOLIVIAN Regulatory Authorities.
G. Other helpers and specialist personnel as required.
General Service Requirements
In the performance of the WORK, CONTRACTOR shall provide, as instructed by COMPANY, equipment,
materials, personnel and technical back up as outlined below:
A. All coiled tubing (CT) equipment shall comply with ICoTA Guidelines for Coiled Tubing Equipment
Supply under UKCS DCR Regulations, Issue 1 of October 1998.
B. Provide a full coiled tubing service. This service shall include, but not be limited to, the provision of
coiled tubing equipment and nitrogen pumping services.
C. Provide detailed engineering design of surface coiled tubing equipment including P&IDs, layout
diagrams showing hazardous areas, safety systems, operational procedures and back pressure
calculations.
D. Provide detailed engineering design of specific Coiled Tubing operation including, but not limited to,
Coiled Tubing deployment prediction, Coiled Tubing current wear status and prediction, Fluid
Hydraulics, BHA design.
E. Prepare a 'Design of Service' document, detailing CONTRACTOR's assumptions, equipment
operating limits, contingency options and entire equipment list for the proposed coil tubing program.
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This document must also include a copy of all relevant simulations, recommendations and design
drawings.
F. Prepare all coiled tubing services and associated equipment, to include pressure and function
testing, witnessed by the COMPANY representative. Once completed and accepted by COMPANY
representative all equipment shall be set aside and reserved for use by COMPANY for the proposed
coiled tubing program. Surface equipment, BOPs lines and X-mas tree shall be pressure tested to
at least the maximum anticipated operating pressure prior to commencing operations. Tests shall be
repeated every 14 calendar days and/or prior to critical operations (Well pressure shall not be used
to pressure test well servicing equipment).
G. CONTRACTOR shall ensure that full NDT and re-certification of equipment shall be within 12
months of intended operations.
H. Responsible for the efficient operation of coiled tubing services.
I.
Provide all necessary equipment, information and technical support required for the interface of
CONTRACTOR's coiled tubing equipment with third party equipment as required. This to include a
rig inspection with COMPANY representative to confirm drilling rig facilities, zone layouts and any
modifications that may be required.
J.
Perform a safety review of the final coiled tubing services engineering design in the form of a
HAZOP. Also to include provision of suitable personnel to take part in safety reviews and HAZOPs of
associated operations and services. COMPANY representative and COMPANYs other
CONTRACTORs to be in attendance.
K. Ensure all coiled tubing services will be available when requested by the COMPANY, including
equipment with a long lead time.
L. During coiled tubing operations CONTRACTORs Senior Coiled Tubing Supervisor shall maintain an
inventory of all CONTRACTOR equipment and materials on location.
M. During coiled tubing operations CONTRACTORs Coiled Tubing Supervisor shall visually inspect all
CONTRACTOR equipment and shall inform the COMPANYs representative of any equipment that
is missing or faulty.
N. CONTRACTORs Senior Coiled tubing Supervisor shall record all relevant data, on each well,
related to well performance.
O. During specific Coiled Tubing operations, CONTRACTORs Coiled Tubing Engineer shall adjust all
simulation models and perform all calculations according to actual well conditions, to ensure
equipment is working within safe limits and that the operation will be efficient and effective.
P. CONTRACTORs Senior Coiled tubing Supervisor shall check the accuracy of all recorded data and
also any calculations or simulations performed by the Coiled Tubing Engineer.
Technical Support
A.
A Coiled Tubing Coordinator shall be available to the COMPANY for discussions with respect to
technical, operational and logistical matters, attendance at meetings and general liaison. During
coiled tubing operations, the Coordinator shall attend daily morning meetings. The Coordinator shall
ensure that all wells are planned to the agreed technical specifications and that Coiled Tubing
operation proposals are delivered in a timely manner to allow full discussion and planning of the
well. The Coiled tubing Coordinator shall not be a member of the well-site team.
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B.
Any personnel provided by CONTRACTOR as Coiled tubing Coordinator, shall have a minimum of
seven (7) years experience in Coiled Tubing. This shall include, but not be limited to, coiled tubing
operations and nitrogen services.
C.
The Coiled Tubing Coordinator shall be available on a twenty four (24) hours a day basis, during the
coiled tubing phase of operations.
D.
CONTRACTOR shall provide all necessary management, administrative and technical support
personnel, at CONTRACTORs base, to fully support the WORK.
E.
CONTRACTOR shall be fully involved in the well planning for any given well, with the objective of
providing the optimum technical solution.
F.
CONTRACTOR shall advise and comment on the COMPANYs coiled tubing procedures and
practices, placing due emphasis on safety, effectiveness and efficiency.
G.
The Coiled Tubing Coordinator shall monitor Wellsite progress on a continuous basis thus facilitating
daily reporting to COMPANY, if so required.
H.
A comprehensive end of well report shall be provided within two (2) weeks of the completion of each
well test in a format approved by COMPANY. The purpose of this report shall be to maintain
accurate records of planning, WORK performed and results and to document recommendations for
future WORK.
Coiled Tubing Specifications

A.
In the performance of the WORK, CONTRACTOR shall provide as a minimum the equipment listed
below.
i.
ii.
B.
Provision of coiled tubing equipment shall include all handling subs, spares and other
miscellaneous equipment required for transportation, storage and preparation. Such equipment
shall be notified to COMPANY by CONTRACTOR.
All equipment, procedures, handling and labeling shall be approved by the relevant Certifying
Authority.
CONTRACTOR may be required to provide or subcontract coil tubing services for the following
applications
Spotting acid
Matrix Acid treating (injection and over displacement)
Displacing fluid to reduce hydrostatic weight before perforating
Through tubing gravel packing
Paraffin and salt removal with chemicals, hot oil or hot water
Sand, solids washing
Cementing
Nitrogen Lifting
Setting packers, bridge plugs, patches or straddles to isolate or repair sections of the wellbore
Installing insert (velocity) strings of small diameter tubing to provide improved flow
characteristics
Fishing operations
C.
COMPANY requires that all Coiled Tubing equipment and operations comply with at least API 5C7.
D.
For Onshore use CONTRACTOR shall provide modular truck mounted unit, allowing for quick
connection on site. Units should consist of hydraulic power drive unit, control console, coiled tubing
reel, injector head, pumping iron and blow out preventer stack.
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E.
CONTRACTOR shall provide, if requested by COMPANY, a full nitrogen pumping unit. Units should
consist of nitrogen storage tank, nitrogen pumping unit and all necessary pumping iron to connect
nitrogen pumping unit to storage unit and coil tubing unit.
F.
CONTRACTOR shall provide, if requested by COMPANY, all of the necessary tanks and pumping
iron to support acidizing, cementing and clean out operations.
G.
Additional Lubricator Sections shall be provided by the CONTRACTOR as necessary to fit length of
specific BHA design.
H.
CONTRACTOR shall be able to provide a minimum of 2 Coiled Tubing drums of adequate length
(minimum 3000 m) and diameter for the specific operation. CONTRACTOR shall have at minimum
one 1.250 and one 1.500 OD Coiled Tubing drums available for COMPANYs operations. All
CONTRACTORs Coiled Tubing drums must be adequately certified.
I.
CONTRACTOR shall provide, if requested by COMPANY, all of the necessary downhole tools to
support the full range of coil tubing operations required by COMPANY. A downhole DOUBLE
FLAPPER valve must be part of every Coiled Tubing BHA that is RIH. Also, a dual stripper
arrangement shall be used in all coiled tubing rig-ups.
J.
The injector head should be capable of:

i.
ii.
iii.
iv.
K.
The BOP stack should be composed of four hydraulically operated rams, generally rated for a
minimum working pressure of 10,000 psi. The four BOP compartments should be equipped with
blind rams, tubing shear rams, slip rams and pipe rams. The BOP shall flange directly onto the
surface test tree. The BOPs used must always provide the following abilities:
i.
ii.
iii.
iv.
L.
Providing sufficient thrust to snub coil tubing into the well against pressure and wellbore friction.
Control rate of tubing entry into the well under various well conditions.
Support the full suspended weight of coil tubing when kept stationary.
Handling the full weight of the deployed Coiled Tubing string to allow for reciprocation when
necessary.
To seal around the pipe (Pipe rams)

To hold the pipe when stationary (Slip rams)
To cut the pipe in extreme circumstances (Shear rams)
To close well as with the pipe removed (Blind rams)
As a minimum the control cabin should have the ability to perform the following functions:
i.
ii.
iii.
iv.
Control and monitor the operation of all CTU operating functions.

Control and monitor the operation of CT well control equipment.
Monitor and record the principal well and CT string parameters including wellhead pressure,
circulating pressure, tubing weight at the injector head and tubing depth. Charts resulting from
the monitoring of the operational parameters must be included in the End of Job Report.
Provide an emergency manual hydraulic system as backup in the event of power pack failure
enabling activation of BOP rams, stripper assembly and inside chain tensors.
M.
The power pack shall be diesel driven with hydraulic pumps supplying each system or circuit with
the required pressure and flow rate (e.g.: BOP's, stripper, injector head, reel, etc). In addition the
power pack should incorporate an accumulator facility to allow limited operation of pressure control
equipment following engine shutdown (i.e. BOP and Stripper).
N.
The environment in which the coiled tubing unit is to operate will determine the engine protection
facilities- (i.e. Zone 1 or Zone 2).
Revision: Final
Page 10 of 12

O.
A complete Zone 2 protection package shall be fitted to allow the unit to operate in the environments
in which it is required. The protection package will be designed to initiate engine shutdown.
i.
ii.
P.
In the case of engine overspeed, by closing the air-inlet shutoff valve.

In the case of high exhaust temperature, high water temperature and low engine oil pressure, by
cutting off the fuel supply.
The reel drive system should incorporate a motor and brake:

i.
ii.
To provide the proper amount of back tension for a given operation.

To positively secure the reel to prevent rotation during transportation, or while the injector head
control valve is in the neutral position.
Q.
The reel shall incorporate a level-wind assembly designed to automatically spool the coiled tubing
on and off the reel. Within the control cabin there shall also be a manual override facility to enable
the operator to correct or prevent any improper spooling. The height of the level-wind assembly shall
be fully adjustable in order to match the angle which the coiled tubing makes between the reel and
the injector head.
R.
Depth measurement and weight indication suitable for the operations shall be provided.
S.
A reel swivel and manifold shall be provided to ensure a pressure tight rotating seal enabling fluids
to be pumped through the coiled tubing under pressure while RIH or POOH. Reel manifold design,
as a minimum will include a double valve within the reel core to provide the ability to isolate the
coiled tubing at surface.
T.
Provision for coiled tubing logging (CTL) reel should be provided as an option.
U.
A Gooseneck of suitable size for the operation shall be provided.
V.
The COMPANY may require from the CONTRACTOR the provision of an adequate Crane to lift
Coiled Tubing Injector Head and associated equipment. The CONTRACTOR shall have readiness to
count with such equipment whether it is owned by the CONTRACTOR or contracted from a third
party.
W.
Every CT unit shall maintain and have available for inspection a full Reel Utilisation Data Sheet',
which shall include the following historic data:
1. Type of work done and well conditions.
2. Depths run.
3. Number of cycles (tubing passed through gooseneck).
4. Welds.
Operational Facilities
A. CONTRACTOR shall provide, at its cost, the operational facilities in support of the SERVICES. In
addition, CONTRACTOR shall supply qualified and suitably trained personnel in order to maintain
the operation of such facilities. CONTRACTORs Base shall be capable of storing, maintaining,
inspecting, repairing and overhauling CONTRACTOR EQUIPMENT. All CONTRACTOR
EQUIPMENT for provision of the SERVICES shall be stored at CONTRACTOR's facilities until
called out by COMPANY. Upon call-out, said CONTRACTOR EQUIPMENT will be delivered to the
Delivery Point specified by COMPANY.
B. COMPANY shall confirm to CONTRACTOR its specific call-out requirements in respect of
CONTRACTOR PERSONNEL, CONTRACTOR EQUIPMENT and/or materials by issuance of a
CALL OFF ORDER, which shall be signed by a representative of COMPANY and forwarded to
CONTRACTOR. The CALL OFF ORDER shall include CONTRACTOR EQUIPMENT and materials
delivery (units and quantities), CONTRACTOR PERSONNEL mobilisation/demobilisation and dates
Revision: Final
Page 11 of 12

provide all necessary CONTRACTOR EQUIPMENT and CONTRACTOR PERSONNEL in provision

of the services or whether the full requirement can be met by CONTRACTORs existing stock and
infrastructure.
C. COMPANY reserves the right to conduct a pre-mobilisation audit at CONTRACTOR's support base.
The requirement for such an audit is at COMPANY's discretion and will be confirmed in writing to
CONTRACTOR at least seven (7) days in advance of the proposed date for the audit.
CONTRACTOR and COMPANY shall promptly perform the audit which shall include but not be
limited to: the verification of the quantity, type and operational status of the materials and
CONTRACTOR EQUIPMENT; the availability of safety equipment and the ability to commence and
continue operations under the CONTRACT.
Transportation and Handling
A. 2.10.1 CONTRACTOR is responsible for the transportation of materials and equipment from its
storage facility to the BG Point of Delivery (PoD) as specified by the COMPANY. CONTRACTOR
shall ensure equipment is adequately protected and packaged for shipment/transportation to the
WORK SITE. Equipment shall be supplied adequately identified and ready for transportation and
hipping. It is CONTRACTORs responsibility to provide equipment in certified transportation baskets
or preslung with certified lifting equipment for transportation to the WORK SITE. Any equipment
found to be damaged, spoiled, deemed unusable or in a state of disrepair will not be accepted by
COMPANY and CONTRACTOR shall provide immediate replacement at its own cost.
B. 2.10.2 CONTRACTOR shall supply all relevant documents upon shipment of the GOODS to the
Delivery Point. This documentation shall include, but not necessarily be limited to:
i.
ii.
iii.
iv.
Full electronic manifest c/w part and serial numbers and all pertinent technical specifications.
Hard copy of the above.
All inspection and testing certification.
All lifting equipment certification.
Documentation
A. 2.11.1 CONTRACTOR shall be required to provide COMPANY with copies of all documentation
relevant to the CONTRACTOR EQUIPMENT being delivered, as may be necessary for
transportation purposes.
B. 2.11.2 Valid test and inspection certificates shall accompany all lifting equipment when delivered to
COMPANYs shore base facility for transportation to the WORK SITE and the equipment shall have
its Safe Working Load (SWL) values clearly marked on its body. Under no circumstances will
equipment that has been modified without the sanction and certification from its manufacturers be
accepted.
Packing and Marking
A. 2.12.1 All GOODS and CONTRACTOR EQUIPMENT shall be packed, boxed, crated and/or
palletised in an adequate manner to ensure sufficient protection and safe handling during
transportation and shipping. Tools shipped in open top baskets must be lashed into the basket to
prevent movement while shipping. Each outer container shall be clearly marked with COMPANY
name, CONTRACTOR name, CONTRACT number, name of product, weight of product or
equipment, number of units on pallet. No pallet is to exceed 1MT. Pallets are to be labeled on all five
sides. MSDS sheet of product to accompany any movement of pallet or chemical.
Slings and Associated Lifting Gear Requirements and Certification
A. 2.13.1 All CONTRACTORs pre-slung equipment shall comply with all relevant legislation and
requirements relating to the certification, stamping, stenciling and labeling of slings, chains, lifting
gear and containers used for transportation.
B. 2.13.2 CONTRACTOR shall provide all containers with adequate forklift slots and certified lifting
gear for the transportation of CONTRACTOR EQUIPMENT. Certification must accompany all lifting
gear attached to deliver CONTRACTOR EQUIPMENT.
Revision: Final
Page 12 of 12
CONFIDENTIAL
FOR
SECTION THREE TENDER SUBMISSION REQUIREMENTS
FORM OF TENDER
To:
Bolivia
FAO:
H Rodrigo Toro
[Date]
INVITATION TO TENDER - REFERENCE NO: BGBC-WE-662/15
FOR PROVISION OF COILED TUBING SERVICES
Dear Sir,
Having examined the documents listed below we the undersigned hereby offer to execute and carry out the
work more particularly described and referred to in your Invitation to Tender (ITT) referred to above,
together with all amendments and addenda thereto contained in Tender Bulletin Nos. ......... Issued for this
Tender, at the Rates and Prices set out in Commercial Attachment 10 and to complete the work in
accordance with the Pro-forma Contract contained in Section Four of the ITT (the CONTRACT).
The documents listed below shall replace any other form or terms of contract generally employed by us.
WE UNDERSTAND THAT YOU ARE NOT BOUND TO ACCEPT THE LOWEST OR ANY TENDER YOU
MAY RECEIVE.
APPLICABLE DOCUMENTATION:
Section One
Instructions to Tenderers
Section Two
Information for Tenderers
Section Three
Tender Submission Requirements
Section Four
Pro-forma Contract
We further declare that we have read, understood, and complied in all respects with the Tender documents.
We hereby undertake, in the event of your acceptance of this Tender to furnish an Ultimate Holding or
Parent Company Guarantee (in the format appearing in the Pro-forma Contract), guaranteeing fulfilment of
the CONTRACT and to obtain all insurances stipulated in the CONTRACT. The said Guarantee will be in
strict accordance with the wording and presentation of the standard form contained in the ITT.
We undertake to accept any reduction in the work, or to do any extra work not covered by the scope of work
which may be ordered by COMPANY and hereby agree that the value of such work shall be determined in
accordance with the provisions of the CONTRACT.
We confirm that we have had access to the BG Group Statement of Business Principles (as referred to in
Section One of the Invitation to Tender) and we agree to work in accordance with such Principles if awarded
the contract.
We agree that this Tender shall remain open for acceptance by you and will not be withdrawn by us for a
minimum period of one hundred and twenty (120) days from the closing date for submission of this Tender.
We hereby confirm that all Technical and Commercial Attachments to this Form of Tender have been
completed in accordance with the instructions contained in Section One Instructions to Tenderer, of your ITT
and that they are attached to and form part of this Tender.
All correspondence relative to this Tender is to be addressed to the undersigned at the following address:
.........................................................................
.........................................................................
.........................................................................
.........................................................................
.........................................................................
Signed: .............................................................. Name (Print): ..............................................................
As the authorised representative

For and on behalf of [insert relevant Tenderers company entity name]
Date: .................................................................
As requested please find below details regarding our Registered Office and Trading Office/s
Company Registered Name: ...............................................................
Company Registered Address: ...........................................................
Country of Registration: .......................................................................
Registration No: ...................................................................................
Signature: ....................
Print Name: ....................
Position: ......................................................
Date: ...................
TECHNICAL ATTACHMENTS
ATTACHMENT 1
TECHNICAL QUESTIONNAIRE
Tenderer shall provide:

1)
Full technical information and details of all Coiled Tubing equipment proposed by CONTRACTOR
including manufacturer, specification, sizes and rating.
2)
Current locations of proposed coring equipment including details of number available, manufacturer,
sizes, whether tools are CONTRACTOR owned or sub-contracted and availability.
3)
CONTRACTOR shall provide a list of all coring accessories available to support operation including
core barrels, core head etc.
4)
Details of CONTRACTORs Quality Management System, including inspection and maintenance

procedures, safe operating procedures etc.
5)
Time required to get CONTRACTOR EQUIPMENT ready for collection to transport to the WORK
SITE from receipt of CALL OFF ORDER.
6)
Location and capabilities of the CONTRACTORs base location including number of Field Engineers,
Technicians, equipment and services available and equipment repair/refurbishment capability.
7)
CVs for CONTRACTORs proposed field personnel including current assigned base location and
experience level.
8)
CVs for contractors proposed Santa Cruz Coordinator.
9)
Provide an example of Coiled Tubing program, together with examples of job reporting (rigsite data
gathering) and End of job reporting.
10)
Details of contractors sub-contractor selection and management process.
11)
Details of contractors pollution prevention scheme and the management thereof.
12)
CONTRACTORs shall state the number of rigs they are currently servicing including the rig name
and operator(s).
13)
Number of expected clients and wells that the Tenderer will be servicing during the contract period
with indication of whether equipment availability, including back up, may be an issue. Indication of
whether equipment and personnel have not been available when called out by other Operators in the
recent past and percentage of non-availability.
ATTACHMENT 2
CONTRACTOR HEALTH, SAFETY & ENVIRONMENTAL MANAGEMENT QUESTIONNAIRE
QUESTION
1.1
HSSE
1.1.1
Health and Safety
a)
Do you have a documented Health and Safety policy?
b)
Do you have a formal risk assessment process that identifies hazards, risks and ensures the
implementation of the associated control measures?
c)
Do you have a structured system to provide appropriate Health and Safety training for all staff?
d)
Do you regularly communicate Health and Safety matters to all staff?
e)
Do you assess the competence of your sub-contractors with respect to Health & Safety matters?
f)
Do you have a documented Drugs/Alcohol abuse policy authorised by a senior officer?
g)
Do you conduct monitoring/internal audits of your Health and Safety arrangements to demonstrate
the effectiveness of the system?
h)
Do you have an annual Health and Safety plan that reflects objectives and targets for improvements
to Health & Safety performance?
1.1.1 a)
Management Systems
a)
Do you have a documented Health & Safety management system?
b)
State applicable standard(s) or guideline(s) used
c)
Is the system certified?

If Yes:
i)
Name of Certifying Authority
ii) Scope of Certification

iii) Certificate Number
iv) Expiry Date
If No:
v) Provide a brief status of your intentions and, if applicable, your progress regarding certification.
vi) Please note that health & safety statistics are required for the latest 3 years. If you are unable to
provide data for these 3 years you must enter 0's and explain why using the comments section
below.
1.1.1 b)
Statistical Data
a)
Calendar Year
b)
Exposure Man-hours (A)
c)
Number Fatalities (B)
d)
Number of Major Injuries (C)
e)
Lost Time Incidents (D)
f)
Number of Dangerous Occurrences
g)
Number of Statutory Enforcement Authority notices served during the last THREE calendar years
h)
Number of CONVICTIONS for offences under Health and Safety legislation during the last THREE
calendar years
Please enter 0's if you were not trading in this year.
1.1.1 c)
a)
Awards
Have you been granted any Health & Safety acknowledgement awards in the last THREE years?
If Yes:
i)
Details of Award
ii)
Award Title
iii) Name of awarding body

iv) Date of award
Repeat section 1.1.1 c) as necessary
1.1.2
Environment
a)
Do you have a documented environmental policy?
b)
Do you provide appropriate environmental training/awareness for all staff?
c)
Do you assess the competence of your sub-contractors with respect to environmental matters?
d)
Do you conduct monitoring/ internal audits of your environmental arrangements to demonstrate the
ongoing effectiveness of the system?
e)
Do you have an annual environmental plan that reflects objectives and targets for improvements to
environmental performance?
Comments
1.1.2 a)
a)
Management Systems
Do you have a documented environmental management
system?
If Yes:
i)
b)
State applicable standards(s) or guideline(s) used
Is the system certified?

If Yes:
i)
ii)
Scope of certification

iv) Expiry Date
If No:
v)
1.1.2 b)
Provide a brief status of your intentions and, if applicable, your progress regarding certification.
Statistical Data
a)
Number of CONVICTIONS for offences under environmental legislation during the last THREE
calendar years
b)
Number of environmental ENFORCEMENT or PROHIBITION notices served during the last THREE
calendar years
1.1.2 c)
a)
Awards
Have you been granted any environmental recognition awards in the last TWO years?
If Yes:
i)
Details of Award
ii)
Award Title
iii) Name of awarding body

iv) Date of award
1.1.3
Skills, Competence and Training
a)
Do you have a documented policy regarding competence assurance?
b)
Do you define and make available competence requirements for all jobs?
c)
Do you keep up-to-date staff competence records?
d)
Do you have a documented policy regarding the provision of training?
e)
Do you define and identify training needs?
f)
Do you keep up-to-date staff training records?
1.1.3 a)
a)
Management Systems
Have you adopted the principles of Investors in People (IIP) or a similar nationally recognised
scheme?
If yes:
i)
Are you fully certified to this scheme?
If yes:
ii)

iv) Date of certification award
If no:
v)
Is your company working towards it, provide a brief status of your position and expected
completion date?
vi) Do you have external approval / accreditation for training and development of employees e.g.
NTO, SQA, City & Guilds etc.?
vii) If Yes, please provide details. (For National Training Organisations, please include the name of
NTO industry sector.)
1.1.3 b)
Statistical Data
a)
What average percentage of employees time is invested in training or updating skills?
b)
Through formal external or internal classroom training
c)
Through on-the-job training
1.1.3 c)
Awards
a)
Details of Awards
b)
Award Title
c)
Name of awarding body
d)
Date of award

1.2
Previous experience
a)
Please provide details of your previous experience with work of a similar nature to that outlined in the
Scope of Work. The information should include:

HSSE Performance
Client
Year it commenced and the period over which the work was performed
Scope
Value or manhours expended
Expand as required
1.3
Preliminary Execution Statement
a)
Please provide a preliminary statement of how you would execute the work (office locations, project
organisation structure etc)
b)
Please provide details of the systems (in-house and proprietary) that you would use in the work.
c)
Please provide a list of Subcontractors you would potentially use on this project, detailing which
Subcontractors will fill which roles. Indicate what relevant experience they have in support of
projects.
i)
ii)
Please provide details of your proposed Subcontractors relevant experience in supporting oil &
gas projects.
Please confirm the QA accreditation of your Subcontractors, by advising which Subcontractors
are accredited, and to which standards
iii)
How is Subcontractor performance monitored within your organisation?
iv
State what selection process you use to evaluate and select potential Sub-contractors.
vi)
Describe your company's previous experience in managing subcontractors and how you ensure
that their quality, standards and procedures meet those of the Client.
1.4
Quality Assurance and Quality Control
a)
Please provide a copy of your companys QA Management System accreditation
b)
Please outline whether internal audits are carried out, and provide an internal audit log covering the
past two (2) years
c)
Please describe how quality is managed and achieved within your company.
d)
Please describe your commitment to Continuous Improvement and how this is implemented.
i)
Provide details of how Continuous Improvement is distributed and implemented in your

organisation. Identify the lead person accountable for Continuous Improvement, their position
within your company and any training that this person is given.
ii)
Summarize the benefits achieved through Continuous Improvement for your Clients, and
provide evidence.
HEALTH, SAFETY, SECURITY AND ENVIRONMENT EXHIBIT
CONTENTS
1.0
General Provisions
2.0
Provisions Specific to the Contractors HSSE Plan

2.1
Leadership and accountability
2.2
Policy and strategic objectives
2.3
Organisation, responsibilities, resources, standards and documentation
Organisation
Employee Orientation Programme
HSSE Competence Requirements
HSSE Training
HSSE Promotion and Awareness
HSSE Professionals
Subcontractors
HSSE Communications
HSSE Meetings Programme
HSSE Legislation
HSSE Standards
Aviation Fixed and Rotary Wing
Diving Operations
2.4
Evaluation and risk management

Risk Assessment
Handling of Chemicals
PPE Requirements
2.5
Planning and procedures

HSSE Procedures
Basic HSSE Rules
Emergency Response Procedures
HSSE Equipment and HSSE inspection
Occupational Health
Environment
Security
2.6
Implementation and performance monitoring

General
Incident Investigation
2.7
Auditing and review
2.8
Incentives

Section Three Tender Submission Requirements
1.0
GENERAL PROVISIONS
1.1
All defined terms in this Exhibit shall have the same meaning as set out in the Contract unless
otherwise stated.
1.2
Any breach of the HSSE Exhibit shall be deemed by the Company to be a material breach of the
terms of the Contract between the parties and the Company shall be entitled to take appropriate
action including instructing the Contractor to (a) remedy the breach; (b) suspend Work or (c)
terminate the Contract.
1.3
Contractor shall develop and document a health, safety, security and environment Plan (HSSE Plan)
addressing the HSSE risks specific to the Scope of Work set out in the Contract and the
management of controls to eliminate, reduce or mitigate these risks.
1.4
The HSSE Plan shall address the HSSE risks of all phases of the Work through mobilisation,
execution and demobilisation at each location where the Work will be performed (including but not
limited to the office, factory, fabrication yard, construction site, vessel, offshore installations) known
as the Site, and shall demonstrate how risks to all personnel have been identified and have been
reduced to as low as reasonably practicable, (ALARP).
1.5
The HSSE Plan shall contain the list of HSSE deliverables along with a schedule for their
completion.
1.6
The HSSE Plan shall be submitted to for review and acceptance within thirty (30) days from the
Effective Date of the Contract or before mobilisation to the Site (whichever is the sooner).
1.7
Company reserves the right at all times to audit and review Contractors facilities, services and/or
performance of its activities in respect of compliance with the accepted HSSE Plan for the Work.
1.8
Company reserves the right to suspend the Work or any part thereof if Contractor does not comply
with the accepted HSSE Plan at the risk of the Contractor. Before any Work is suspended Company
shall liaise with Contractor to allow Contractor the opportunity to rectify any non-conformances within
an acceptable timescale. Any suspension shall be carried out in accordance with the terms of the
Contract.
1.9
Either party may, at any time, suspend the Work for HSSE reasons; in such event where the
Contractor elects to suspend the Work, Contractor shall immediately inform Company in writing of
those reasons, and provide details of actions taken to mitigate, reduce, or eliminate the reason.
1.10
It is expected that the Contractor shall have its own Standards which apply to HSSE matters and
shall comply with them where applicable. Where these Standards are not available, or in the
reasonable opinion of the Company, they fall below Companys own Standards then the Company
shall have the right to issue its own Standards in force from time to time, to the Contractor, in order
that the Contractor shall comply with these provisions.
1.11
Failure by Contractor to adhere to, demonstrate compliance with or ensure Contractor Personnel
comply with the Companys HSSE Exhibit or Standards may result in termination of the Contract.
Revision: Final

2.0
PROVISIONS SPECIFIC TO THE CONTRACTOR HSSE PLAN

The HSSE Plan required under Sub-Clause 1.1 above shall contain, as a minimum, the provisions
set out in this section.
2.1
Leadership and Accountability
2.1.1
It is the Company policy to protect the health, safety and security of its employees, to minimise the
risk to the public from its operations and to protect the natural environment. Contractor shall ensure
that all Contractors Personnel are briefed, understand and strictly adhere to the provisions of this
Exhibit, and any appropriate Standards or Guidelines on HSSE.
2.1.2
Contractors management shall demonstrate leadership and commitment through actively

participating in all aspects of HSSE, supporting open dialogue and by allocating sufficient and
competent resources to the Contract.
2.1.3
Contractor shall ensure that HSSE responsibilities, authorities, accountabilities and competencies in
relation to the Work are clearly defined, documented, communicated and exercised at all levels.
2.1.4
Contractor shall ensure that individual and team contributions to HSSE performance are recognised
and considered during performance appraisals.
2.1.5
Contractor shall set clear HSSE goals, objectives and targets and ensure that performance is
evaluated against them.
2.1.6
Contractor shall formally review HSSE performance in relation to the Work at regular and frequent
intervals to ensure that objectives and targets are being met and areas of concern are addressed.
2.2
Policy and strategic objectives
2.2.1
Contractor shall ensure that its own Health, Safety, Security and Environment (HSSE) Management
System, its HSSE policy and its HSSE Plan are compatible with Companys HSSE policy, objectives
and HSSE Management System.
2.2.2
Company forbids the use or possession of:-
(a) weapons;
(b) alcohol; and
(c) drugs
at all its Sites, both onshore and offshore. Contractor shall comply and ensure that Contractors
Personnel comply with Companys requirements in this respect.
2.2.3
Contractor shall ensure that its HSSE policy and HSSE Plan are available at the Site, at all times, to
all Companys Personnel and Contractors Personnel in their working languages, and shall ensure
that all Contractors Personnel comply with the requirements of both the HSSE Policy and the HSSE
Plan.
Revision: Final

2.3
Organisation, responsibilities, resources, standards and documentation

Organisation
2.3.1
Contractor shall provide sufficient competent and appropriate manpower and supervision in its
organisation; with clear responsibilities and reporting structure to ensure that HSSE performance is
not compromised.
Employee Orientation Programme

2.3.2
Contractor shall provide, for all Contractors Personnel involved in the Work induction training
comprising:
(a) an Employee Orientation Training Programme to the Site; and
(b) training regarding the requirements of the HSSE Plan; and
(c) provide to Company a record of attendance for each employee.
2.3.3
Contractor shall provide a simple visual method (approved by Company) that identifies Contractor
Personnel that have attended the induction training.
2.3.4
Contractor shall ensure that no individual works at the Site unless he has received full induction
training as set out in 2.3.2 above.
HSSE Competence Requirements

2.3.5
2.3.6
Contractor shall ensure its Personnel are:
(a)
medically, physically and mentally fit to carry out the duties to which they are assigned in
respect of the Work, and be in possession of a certificate to UKOOA standard, (or
equivalent), if required to work offshore, and a certificate of fitness if working as an
expatriate, rotator, or carrying out diving activities or traveller outside his/her home country;
and
(b)
aged eighteen years or above, where they are employed to work on hazardous Sites; and
(c)
technically competent and experienced in the tasks assigned to them.
Contractor shall: -
(a)
Revision: Final
in respect of each individual member of the Contractors Personnel required to work or to

visit offshore, hold at all times:-

(i)
a current Medical Certificate of Fitness issued by an Approved medical agency or

doctor;
(ii)
a certified true copy of the current certificate of completion of the required training
requirements;
and Contractor shall provide to Company a certified true copy of the aforesaid certificates
prior to employment and, where applicable, any renewal thereof if so requested by
Company; and
(b)
submit to Company details of Contractor's medical screening programme, including but not
limited to, details of the names and qualifications of medical agencies or doctors responsible
for issuing Medical Certificates of Fitness.
2.3.7
Contractor shall ensure Contractors Personnel are competent for the occupations and tasks to
which they are assigned under the Contract.
2.3.8
Contractor shall operate a Safety Passport System which will be approved by the Company.
Contractor shall provide original certificates or certified copies of original certificates/licences of
individual Contractors personnel training/qualification for tasks assigned.
HSSE Training
2.3.9
Contractor shall be responsible for, and implement, competency based HSSE training of
Contractors Personnel and shall take account of and integrate training requirements with
Companys requirements and Policies, Standards and Guidelines as may be advised from time to
time.
HSSE Promotion and Awareness

2.3.10 Contractor shall establish a mechanism for communication and feedback of HSSE issues and
performance among Contractor Personnel on the Site and to Company.
HSSE Professionals
2.3.11 Contractor shall provide specialist HSSE advice and supervision and respond to HSSE issues when
required by the Contractor or the Company, ensuring
(a)
Contractor provides sufficient numbers of experienced HSSE supervisors on Site, covered

by the Contract.
(b)
Contractor formally demonstrates the level of competence of all HSSE supervisors and
accords these supervisors appropriate levels of authority which shall be communicated to
the Company.
(c)
Contractor ensures that selected supervisors are made available to Company 2-4 weeks
prior to mobilization, in order that they receive instruction of Company expectations of HSSE
performance.
Revision: Final

Subcontractors
2.3.12 Contractor shall ensure that all its Subcontractors receive a copy of, and comply with the
requirements of the HSSE Plan accepted by Company and are provided with a copy of this Exhibit.
HSSE Communications
2.3.13 Contractor shall, where applicable, ensure before commencing operations pursuant to the Contract
that all companies, organisations and communities that could potentially be affected by such
operations have been notified and when/where necessary carried out a suitable consultation
process. At the Site the Contractor shall ensure that effective toolbox talks are undertaken. Where
shift work is in operation clear communications between shift workers such as shift handover notes
and face to face handover shall be enforced.
2.3.14 Where applicable, Contractors arrangements for emergency communications shall be integrated
with the requirements of the Company and/or the Site and/or local or national or international
support services.
HSSE Meetings Programme

2.3.15 Contractor shall establish an effective structure and schedule for HSSE meetings involving all
Contractors Personnel assigned to the Work, to promote communication and involvement in HSSE
matters. Company reserves the right to participate in such meetings.
HSSE Legislation
2.3.16 Contractor shall comply with, and shall be able to demonstrate compliance with:
(a)
Relevant and applicable health, safety, security and environmental Legislation and in
particular the Health and Safety at Work Act for all places where Work is performed;
(b)
Company Policies, Standards and Guidelines which shall be communicated to Contractor as

appropriate;
(c)
Contractors own corporate and project specific policies and procedures.
HSSE Standards
2.3.17 Contractor shall establish an HSSE Management System (HSSE-MS) in accordance with 2.2.1 of
this Exhibit which meets the requirements of the Company. Contractor will document via a bridging
document how it will interface with the Company HSSE-MS, and that of its key Subcontractors. A
copy shall be issued to Company. Contractors HSSE-MS shall, as a minimum include, but not be
limited to, the following elements:
(a)
Leadership and Accountability;
(b)
Policy and strategic objectives;
(c)
Organisation, Responsibilities, Resources, Standards and Documentation;
(d)
Evaluation and risk management;
(e)
Planning and Procedures;
Revision: Final

(f)
Facilities design, construction and commissioning;
(g)
Emergency response planning;
(h)
Implementation and performance monitoring; and
(i)
Auditing and review.
Aviation (Fixed and Rotary Wing)

2.3.18 All air transport shall be in line with the OGP Guidelines. Contractor shall, when the need arises to
transport personnel by air by special Charter, prioritise the choice of provider in the following order :a) International Carrier;
b) National Carrier;
c) Company approved Local Carrier
If none of the above are available then Contractor shall provide Company sufficient relevant
information on the choice of provider to assure Company that Contractor has carried out the
required level of Due Diligence and that the risks to Contractors personnel are ALARP and
acceptable.
Company reserves the right to audit any proposed provider.
Diving Operations
2.3.19 Contractor shall, prior to commencement of any diving work, demonstrate to the Company that its
diving Subcontractor is the diving contractor for the purpose of the National Legislation (in the UK
this is the Diving at Work Regulations 1997 (SI 1997:2776)) applicable to the diving location and/or
the IMCA International Code of Practice for Offshore Diving in relation to all diving operations
carried out under this Contract. Each diver shall be a direct employee of Contractors diving
Subcontractor and copies of divers contracts of employment shall be produced to the Company for
scrutiny prior to commencement of the Work and at any other time when required by the Company.
Contractor shall maintain records (including health records) of all divers employed on the Work and
the periods spent offshore and shall make such records available to tax and other authorities when
so required.
2.4
Evaluation and risk management
Risk Assessment
2.4.1
Contractor shall ensure that, for its activities, a documented risk assessment procedure and risk
register are in place and operating. This risk assessment procedure shall be suitable and sufficient
to appropriately assess the health, safety, security and environmental risks involved. A copy shall be
issued to Company for review.
2.4.2
Contractor shall be responsible for ensuring timely delivery of `the risk assessment of its activities,
covered in the Scope of Work, in order to meet the work schedule, the Company HSSE plan and
regulatory requirements.
Handling of Chemicals
Revision: Final

2.4.3
Contractor shall give Company written notice within a reasonable timescale before the delivery or
removal from the Site of any substance which is toxic or hazardous to health or potentially harmful to
the environment. The notice shall identify the hazards and effects and assess the risks to personnel
and the environment. Details of the precautions to be taken when using, handling, transporting,
storing or any other means of contact will also be provided in the form of Material Safety Data
Sheets (MDSS).
Contractor shall ensure that at all times the substance is suitably packaged and labelled and has
been assessed in accordance with the requirements of Control of Substances Hazardous to Health
(COSHH Regulations), published by the UK Health and Safety Executive.
PPE Requirements
2.4.4
Contractor shall ensure that all workers are provided with all necessary PPE at the Site. This shall,
as a minimum, meet international standards and include the following:
(a)
safety helmet (hard hat).
(b)
safety glasses/goggles.
(c)
high visibility vest or reflective bands on coveralls
(d)
coveralls
(e)
safety boots
(f)
safety harness (for working at height/overside).
(g)
special equipment for hazardous / unusual activity or conditions
(h)
suitable gloves
(i)
ear defenders
2.4.5
Contractor shall conduct risk assessments for all activities requiring the use of personnel protective
equipment (PPE) and the specification of the required PPE, and provide additional and/or specialist
PPE as required.
2.4.6
Contractor Personnel failing to use the appropriate PPE will be asked to use the appropriate
equipment or stop work immediately. If the Contractor Personnel fail to use the PPE the Company
may required them to stop work and/or leave the Site immediately. Persistent repeated failures by
Contractor Personnel to use appropriate PPE may result in Company requiring the Contractor to
permanently remove the relevant Contractor Personnel from the Site and replace the Contractor
Personnel without delay and at no extra cost to the Company.
2.5
Planning and procedures
HSSE Procedures
2.5.1
Contractor shall provide written HSSE procedures to cover hazardous operations. These will be
available to all Contractors Personnel and Subcontractors in their working language. A copy shall be
provided to Company for review.
2.5.2
Contractor shall abide by either the Company permit to work system or a Company approved permit
to work system when carrying out work on Site.
Revision: Final

2.5.3
Contractor shall provide a written procedure for obtaining Companys permission to deviate from
HSSE Policies Standards or Guidelines. This will be available to all Contractors Personnel and
Subcontractors in their working language. A copy shall be provided to Company.
Basic HSSE rules
2.5.4
Contractor shall provide all its personnel and Subcontractors with basic relevant health, safety,
security and environmental rules; these shall be based on and developed from Companys Policies,
Standards and Guidelines, and a copy provided to Company for review.
2.5.5
Contractor shall ensure that all Contractors Personnel and Subcontractors Personnel shall abide by
all health, safety, security and environmental rules of the Company at the Site.
Emergency Response Procedures

2.5.6
The establishment and implementation of emergency procedures related to the Work is the
responsibility of Contractor. Contractor shall consult with Company to ensure appropriate interfaces
with Company procedures.
2.5.7
Not less than forty (40) days before mobilisation for commencing work Contractor shall submit to
Company details of its provisions and procedures for proposed actions in the event of:
2.5.8
2.5.9
(a)
an incident involving serious injury or death to any member of the team; or
(b)
a major incident involving third party equipment; or
(c)
any release of chemicals or hydrocarbons to the local environment; or
(d)
Serious illness, including that needing evacuation; or
(e)
a security breach.
Contractor shall produce emergency response bridging documents to cover the extent of its work.
As a minimum, this shall include bridging between:
(a)
Contractor and Company; and
(b)
Contractor and its Subcontractors; and
(c)
Contractor and Companys other contractors working at the Site.
Contractor shall ensure competency of Contractors Personnel in its emergency response

procedures through a programme of drills and testing, and shall provide to Company a record of
attendance for each employee.
2.5.10 If required by Company, Contractor shall participate in an emergency response exercise. Company
shall arrange this exercise unless, at its sole option, Company requires Contractor to organise it.
HSSE Equipment and HSSE inspection

2.5.11 Contractor shall ensure that all tools, appliances, machines, vehicles or other equipment, are in safe
working condition at all times and comply with current regulations and, where appropriate, are used
only by authorised and competent persons trained in the use of such equipment. This requirement is
to include all emergency response life saving equipment.
Occupational Health
2.5.12 Contractor shall carry out a Health Risk Assessment process and register to identify and adequately
control adverse impacts of work activities on workers short and long term health. The Contractor
Revision: Final

shall also establish an occupational health programme appropriate for the Site conditions and shall
provide details to the Company. The Contractor shall carry out the necessary health surveillance
and fitness for work medical assessments.
2.5.13 Contractor shall maintain first aid facilities for use of Contractors Personnel and those of its
Subcontractors.
Environment
2.5.14 Contractor shall protect environmental resources by applying best available techniques, known as
BAT, to preferably eliminate, or minimise any direct or indirect impact from operations;
2.5.15 Contractor shall ensure that all activities are planned in a manner that will not create unnecessary
danger, disturbance or effects on the environment or to other users;
2.5.16 Contractor shall minimise, nuisance, disturbance or interference to the community, their activities,
and other users of the environment;
2.5.17 Contractor shall unless otherwise directed by Company, avoid conducting activities in protected
areas or where there is an unacceptable risk of damage to sensitive environmental resources;
2.5.18 Contractor shall ensure that fishing, hunting and gathering of flora and fauna or any other
environmental resources are strictly prohibited within the area impacted by the Work;
2.5.19 Contractor shall where applicable be responsible for restoration of any land used or affected by
Contractors activities under the Contract. This will include removal of Contractors equipment,
surplus materials and waste to the satisfaction of Company Representative.
2.5.20 Where Contractor is responsible for disposal of any waste produced or occurring as a consequence
of its operations pursuant to the Contract, all such disposals shall be in accordance with all
legislation, Company standards and best practice whether that shall be for hazardous waste or nonhazardous waste. Contractor shall ensure that all necessary approvals or licences are obtained and
that any Subcontractors utilised for this purpose fully comply with such requirements. Contractor
shall provide Company with a copy of each waste transfer note.
2.5.21 Contractor shall notify Company in writing of the method for managing disposal of all hazardous
waste and gain approval therefore before commencing such disposal. Contractor shall not deviate
from agreed disposal methods without prior Approval from Company.
2.5.22 Contractor shall, where applicable, be responsible for measuring, monitoring and reporting
environmental emissions in line with all legislation and Company requirements.
2.5.23 Contractor and its Subcontractors and suppliers shall be able to demonstrate that they operate a
robust security system for Companys materials and data storage, including conducting periodic
audits and review of the security arrangements in place with a view to improve the security system if
deficiencies are identified.
Security
2.5.24 Contractor shall ensure that all Contractors Personnel and Subcontractors shall abide by all security
procedures and rules of the Company when entering, working at and leaving Company sites.
2.5.25 Contractors shall undertake an assessment of the security risks to their operation, and develop and
implement a robust security programme to mitigate the identified risks to their people, premises,
materials, equipment and information. A copy of this plan should be provided to the Company.
2.5.26 Contractors shall develop a crisis management plan and equip and train a local incident
management team to respond to major incidents.
2.5.27 Contractors shall appoint a security manager/representative to be the focus on all aspects of Security
and to liaise with the Companys security manager/representative.
Revision: Final

2.5.28 Contractors shall provide security awareness training for all staff commensurate with the identified
risks.
2.5.29 Contractors shall undertake a fraud risk assessment and develop and implement an effective fraud
risk management programme.
2.6
Implementation and performance monitoring

General
2.6.1
Contractor shall establish an HSSE performance monitoring programme and provide a copy of the
monitoring programme, and regular reports to Company.
2.6.2
Contractor shall report all incidents in accordance with the Company requirements, the definitions of
incidents shall be in accordance with the current Oil and Gas Producers (OGP) Guidelines.
2.6.3
Contractor shall provide each month a report of lost time injuries (LTI), restricted workday cases
(RWDC), medical treatment cases (MTC), medical evacuations, High Potential Incidents (HPI), first
aid cases (FAC), and near misses and frequency of hazardous occurrence (numbers of hazardous
situations without details) for all Contractors Personnel engaged in the Work, this is to include all
Subcontracts, stating the number of LTI's and the total number of man-hours worked and lost and
the number of kilometres driven both during the month and cumulatively. Contractor shall also
provide details of any occupational illnesses resulting from the Work.
2.6.4
Contractor shall implement a Behaviour-Based Safety (BBS) process on site aiming at:
(A) IDENTIFYING WORKFORCE BEHAVIOURS, WITH REFERENCE TO SPECIFIC RISKS, THAT
HAVE IMPACTS ON HSSE PERFORMANCE; KEEPING THIS CHECKLIST DYNAMIC BASED
ON CURRENT RISK ASSESSMENTS AND PERFORMANCE;
(b) training observers from workforce, keeping a ratio of at least 1 observer for each 20 workforce
members;
(c) systematically observing workforce compliance with the identified behaviours and positively
reinforcing desired behaviours through feedback and coaching;
(d) measuring safety by producing numerical ratio of safe/unsafe behaviours;
(e) identifying unsafe behaviours trends and addressing
these by conducting analysis Antecedent-Behaviour-Consequence (ABC) and Root Cause Analysis (RCA) - to develop and
implement improvement plans;
(f) setting improvement goals; recognizing and reinforcing improvements and goal-attainment;
(g) removing system barriers for safe behaviours by modifying the work environment facilities,
equipment, process;
(h) establishing a framework consisting of:
a. BBS committee to run the process
Revision: Final

b. BBS champion to enable resources for improvements

c. BBS advisor to facilitate trainings, coaching, database, communication; to review and
sustain the process.
Contractor shall provide a copy of the BBS process and regular reports to Company.
2.6.5
Contractor shall provide Company with copies of all correspondence received from or sent to any
person concerning HSSE matters relating to Contractor and Subcontractor activities under the
Contract;
2.6.6
Contractor shall, where applicable, maintain a waste log book.
2.6.7
Contractor shall maintain a public complaints log book.
Incident Investigation
2.6.8
Contractor shall comply with Companys incident investigation and reporting requirements.
2.6.9
Contractor shall provide Company with a copy of any report or statement or written evidence
concerning any accident, medical condition, dangerous event or near miss which occurs during the
performance of the Work or any other information indicating the existence of adverse health, safety,
security or environmental conditions of which Contractors Personnel may become aware within
twenty four (24) hours of the incident .
2.6.10 Contractor shall report fatalities immediately. All incidents with a severity of a Lost Time Injury (LTI)
or worse, including Restricted Workday Cases (RWC) shall be immediately notified to Company in
writing, be subject to full root causes investigation and detailed reports provided to Company within
seven (7) days of the incident. Company reserves the right to participate in any incident investigation
carried out in connection with the Work.
2.6.11 Contractor shall document and report immediately to Company any incidents of environmental
damage, any unforeseen activity or event which could have led to environmental damage,
uncontrolled release of hydrocarbons, breaches or potential breaches of environmental regulations
or complaint from local groups, organisations including enforcement agencies or individuals;
2.7
Auditing and review
2.7.1
Contractor shall establish a schedule for HSSE audit / inspection for its activities and those of its
primary Subcontractors, and provide a copy of the schedule to Company.
2.7.2
Contractor shall provide all input and support as Company deems successfully carried out and the
actions arising are closed out to Companys satisfaction. Contractors Personnel shall be available
for interview as part of Company audits and reviews.
2.7.3
Company reserves the right to attend any HSSE audit/inspection and must be provided with the
necessary notification in due time to organise mobilisation.
2.7.4
Before commencement of the Work, Company may, at its sole option, conduct an audit to satisfy
itself of Contractors arrangements regarding HSSE matters. Contractor shall co-operate fully with
the audit team and correct any agreed deficiency noted without undue delay and in any event before
Work commences.
2.7.5
Upon request, Contractor shall supply Company with copies of all reports and documents regarding
HSSE matters that it is required by legislation to maintain together with such other reports and
information as Company may require.
Revision: Final

2.7.6
Contractor shall maintain and make available for inspection by Company upon request all registers,
records and any other documentation on environmental aspects of the activities being carried out or
on the environmental management system implemented by Contractor
2.7.7
Contractor shall provide a report on HSSE performance during the contract, as part of the contract
close-out documentation.
2.8
Incentives
2.8.1
If the Company and the Contractor agree that in order to reinforce effective safety behaviours and
establish a culture of open learning and reporting a financial incentive scheme is appropriate then
they shall ensure that the goals and objectives of such financial incentives are agreed prior to Work
commencing. These financial incentive schemes should be governed by some guiding principles
which are set out below:-
2.8.2
recognise and reinforce safe behaviour

focus more on leading than lagging indicators
be divorced from scheduling and productivity programmes
be supported and financed by both Company and Contractors
capitalise on social reinforcement
comprise a combination of team and individual rewards
It should also be recognized that financial incentives may, if not communicated appropriately,
engender less favourable behaviours. Due consideration and mitigations should be agreed at
the time to manage this risk.
Revision: Final

ATTACHMENT 3
TECHNICAL ALTERNATIVES
1.0
Proposed alternatives to the technical aspects shall be submitted herein describing the proposed
alternatives and identifying the reasons for the alternative, the financial benefit or loss to COMPANY
and the likely effect on the Scope of Work.
2.0
No alternatives will be considered unless the original Tender is submitted to reflect the total
requirements of the ITT. In no circumstances shall exceptions / qualifications introduced outside of
the formal Tender be considered by COMPANY.
3.0
The ITT must not be altered in any way whatsoever. COMPANY deems that all elements are
accepted and will be totally complied with unless exceptions and qualifications are submitted in
accordance with Technical Attachment 4.
4.0
In the event of no alternatives, please state Nil.
Revision: Final

ATTACHMENT 4
TECHNICAL EXCEPTIONS
Should Tenderers wish to propose exceptions or qualifications in connection with the technical aspects of
this ITT, then it shall submit such proposals in response to this Technical Attachment 4. In the event of no
exceptions, please state Nil.
Revision: Final

ATTACHMENT 5
GUIDELINES TO HIRE LOCAL PERSONNEL
AND SERVICES IN VILLA MONTES
In compliance with BG Bolivias Principles and the requirements of YPFB, the following guidelines have been
prepared for contractor companies and subcontractors to engage with the representative Associations and
Unions of in Villa Montes to ensure that local services and labour are prioritised in the hiring process as a
mean to contribute to BG Bolivias area of influence and the development of the project.
The Contract Owner and External Affairs department will coordinate with the contractor to ensure the
following steps are implemented:
Kick off meeting with BG Bolivias Contract Owner and External Affairs department to present a
description with the following information:
Summary of the work to be executed and duration
Description of the specialised team in charge
The number of people that are going to be employed and the timelines.
How many of these are going to be hired locally
Description of the level of qualification required for each category of employment
Conditions offered by the Contractor to workers from Villa Montes (mainly salaries)
Justification for employment not hired in Villa Montes
Types of services that will be required for the work to be executed and timeline
How many of these are going to be hired locally
Description of the level of qualification required for each category of services..
Justification for services not contracted in Villa Montes
Based on the timelines presented by the Contractor, BG Bolivia will send a letter to YPFB - Villa
Montes informing that the contractor will begin the process of local hiring in Villa Montes.
The contractor has to send a letter to YPFB- Villa Montes requesting the use of the installation for
the meeting with the Associations and Unions and coordinate the time and the date.
Contractor in coordination with YPFB will send a letter inviting Associations and Union to the
presentation of the project and hiring requirements.
In the meeting with the Associations and Unions, the contractor has to present the project including
all the information described in step 1.
As the hiring is programmed based on the timeline of the project, the Contractor has to present and
coordinate in the meeting the different stages of the contracting process ( personnel and services)
including the dates of tender and evaluations, specific requirements and qualifications for each
service, it is important to mention that the selection process is full responsibility of the Contractor
and make clear the penalties of non compliance once hired
To ensure the completion of the project, the contractor and subcontractors have to certify in writing
and with documentation that they have complied with all their obligations with the local services and
personnel.
NOTE: It is important to explain that the hiring process will give preference to the people and services
(based on the evaluation of requirements and qualifications) located in the area of impact of the project. This
also is relevant for the Indigenous Weenhayek, Community and the contractor has to ensure that the
Organization of Weenhayek Captains is invited to the meeting.
Revision: Final

MODELS FOR THE RELATIONSHIP WITH THE COMMUNITY ORGANIZATIONS (INDIGENOUS

AND NON INDIGENOUS)
The relationship with the community organizations (indigenous and non indigenous) applies to every
employee, contractor and/or visitor performing BG Bolivia related activities.
NORMS OF BEHAVIOUR
If any member of the communities or any other person approaches and wants to make contact, the
member has to receive a friendly treatment and be referred to the immediate supervisor.
Any injuries caused to individuals or damage to community property during BG Bolivia activities shall
be immediately reported to the immediate supervisor.
Any activity with or for the community (assistance or help), must be part of the community
relationship program established by BG Bolivia.
The communities in the area of influence shall be informed through BG Bolivia, in due time, about
activities related to BG Bolivia projects.
CODE OF CONDUCT
The Code of Conduct applies to every employee, contractor and/or visitor performing activities in BG Bolivia
facilities.
The following is forbidden:
Access to restricted areas.

Use of cameras and electronic devices without authorization.
Consumption of alcoholic beverages or drugs
Smoking throughout the plant or facilities, except where allowed.
To light fires
Carry firearms or cutting/piercing weapons
Hunting and fishing
Buying wild animals and plants, native seeds and wood
Dispose of solid waste, oil or grease on the ground
Disturb the existing flora and fauna
Cut or gather vegetal material from the forest (herbaceous plants, shrub, trees and seeds)
Enter into rivers, lagoons and/or creeks without authorization and/or the corresponding guidance.
Using bodies of water to relieve oneself.
Horse ridding within the facilities.
To receive visits from persons foreign to company activities.
Enter the cafeteria with slippers, pyjamas and greasy or muddy clothing.
Note: The activities shall be suspended in the presence of archaeological remains events that have
to be reported to the Plant Supervisor or Company Man.
Revision: Final

ATTACHMENT 6
CERTIFICATES OF INSURANCE
Tenderers are required to complete the following form detailing the insurance policies it currently holds. In
the event of contract award, the successful Tenderers insurance company shall be required to furnish this
form and copies of the relevant policies.
-------------------------------------------------------------------------------------------------------------------------------------This is to certify that the Insurer, [insert Insurers name here] has issued policies of insurance as indicated
below to [insert relevant Tenderers company entity name] and is aware that said policies will apply to work
performed under the contract between [insert relevant Tenderers company entity name] and [insert relevant
BG Country Asset company name] and/or its subsidiary companies, under contract reference number [insert
contract reference number here].
CLASS OF INSURANCE
POLICY NUMBER
EXPIRY DATE
SUMS INSURED
(LIMIT)
Employers Liability
......
........
.............
General Third Party Liability
......
........
.............
any one accident or
occurrence
Motor Third Party Liability

Insurance
......
........
.............
Death or bodily injury to persons ......
........
Unlimited
Property Damage
......
.......
..............
any one accident or
occurrence
Marine
......
........
................
any one accident or
occurrence
All Risks on Hull and Machinery ......
........
................
Full market value of
vessel
Protection and Indemnity
......
........
.............
Removal of Debris / Wreck
......
........
................
any one accident or
occurrence
Revision: Final

Aviation / Third Party Liability ......

Insurance (inc. Passenger Liability)
........
................
any one accident or
occurrence
It is further certified that each of the above policies is endorsed to show [insert correct BG contracting entity
here] and/or its subsidiary, affiliated and associated companies as additional insured and the policy contains
a standard cross liabilities clause.
Upon written request by the holder of this certificate, the Insurer or his Agent, if indicated below, will furnish a
copy of any policy cited above; certified to be a true and complete copy of the original.
Signed by ..................................................
on behalf of Insurer........................................
or Lloyds Broker
Date .......................
Revision: Final

Revision: Final

ATTACHMENT 7
FINANCIAL INFORMATION
Tenderers shall complete the following information in respect of their last two years accounts:
[Insert Tenderer company entity name]

Year
Revision: Final
Turnover
Liquidity (Working
Capital over 1.00)
Gearing %
Net Worth

ATTACHMENT 8
EXCEPTIONS TO PRO-FORMA CONTRACT
Additional Instructions to Tenderer:

i
Section Four provides one standard Pro-forma Contract which is applicable to all which are set out in
Part 2 of Section Four.
ii
Tenderers with which BG Group has an active Global Framework or Master Services Agreement may
propose utilisation of the terms and conditions of such Agreement instead of the terms and conditions of
the proforma contract provided in Section Four of this ITT.
iii
Tenderer is required to submit any exceptions you may have to the standard Pro-forma Contract
provided in Section Four of this ITT.
iv
Tenderer is required to submit exceptions under the following headings:
Clause Exhibit
Revision: Final
Requested Change
Reason for Request

ATTACHMENT 9
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is made the dd day of mm 2013 BETWEEN BG Bolivia Corporation, Sucursal Bolivia, a
company incorporated in the Cayman Islands whose registered office is situate at the Huntlaw Building, Fort
street, PO Box 1350 GT, George Town, grand Cayman, Cayman Island with a Branch office registered in the
republic of Bolivia with an office in Santa Cruz, at 4to. Anillo entre Av, Roca y Coronado y Av, El Palmar
(hereinafter called COMPANY) of the one part and [insert relevant Tenderers company entity name] a
company registered in [insert relevant Tenderers company entity country of registration] under Number
[insert relevant Tenderers company entity registration number] whose registered office is situate at [insert
relevant Tenderers company entity address] (hereinafter called "Contractor") of the other part.
1)
Company has invited you to submit a tender in anticipation of awarding a Contract (hereinafter
called the Contract") for the provision of Light Drilling and Associated Services..
2)
Contractor wishes to tender for the said Contract.
3)
In this connection Company may disclose to Contractor confidential information and permit
Contractor to disclose to others or otherwise use such information and wishes to safeguard the
confidentiality thereof as set out herein.
NOW IT IS HEREBY AGREED as follows:

1.
In this Agreement, the following words shall have the meanings hereby assigned to them:
"Agent", in relation to any company or other person, means its or his employees, directors, subcontractors,
Contractors, advisers, consultants, legal representatives, accountants and auditors and its or his
co-venturers under any joint venture agreement and, in relation to any company, includes its holding
company and any subsidiary thereof;
"Disclose" includes but is not limited to any act of divulging, releasing, communicating, transmitting,
broadcasting or otherwise transferring or imparting Material Information by any means whatsoever to any
person, whether individual or corporate. "Disclosed", "disclosure" and "disclosing" shall be construed
accordingly;
"Excepted Information", in relation to either party disclosing or otherwise using the same, means any
Material Information which:
a)
at the time of Disclosure or use is, or has come to be, in the possession of that party lawfully and
otherwise than in consequence of any Improper Conduct; and
b)
has been created, originated or supplied by that party and is not composed or derived from or
dependant for its meaning or effect upon Material Information already created, originated or supplied
by the other party or any of its Agents; and
c)
if obtained directly or indirectly from or through another person or persons, was or came to be (or is
reasonably believed to have been or come to be) in the possession of such other person or persons
lawfully and otherwise than in consequence of any breach of confidentiality owed by such other
person or persons to Company; and
d)
is not the subject of any prior or concurrent obligation of confidentiality owed to Company by the
party disclosing or using the same or by any of its Agents to Company; or
e)
is, or subsequently becomes, otherwise than in consequence of Improper Conduct, a matter of

common or public knowledge or record.
"Improper Conduct" means:-
Revision: Final

a)
a breach of any express or implied terms of this Agreement or of any other agreement
between Company and Contractor or any of its Agents, or
b)
a breach of any other obligation of confidentiality owed by or to Company to or by Contractor

or any of its Agents;
"Information" includes but is not limited to any information, facts, data, programs, formulae, opinions,
comments or ideas expressed in communicable form.
"Material Information" means any Information concerning any and all of the past, present or future
business, activities, projects, policies, plans or contracts of Company or Contractor.
"Relevant Period" means a period commencing on the date of this Agreement and expiring five
years thereafter or, if within such period the Contract is awarded to Contractor, a period
commencing on the date of this Agreement and expiring five years from the date on which the
Contract is substantially completed or terminated early or abandoned.
2.
In consideration of the undertakings by Company in clause 3 hereof and subject to clause 4 hereof,
Contractor undertakes during the Relevant Period:a)
not to Disclose any Material Information Disclosed by or obtained from Company;
b)
not to use Material Information for any purpose except for:i)
the preparation and submission of the Tender and supporting documents to Company
for the Contract, and any necessary correspondence, discussions or negotiations with
Company in anticipation of the award of such Contract;
ii)
the proper performance and observance of the Contract, if awarded to Contractor

together with any correspondence, discussions, negotiations, or other matters
necessarily arising in connection with the Contract or with any modification or proposed
modification thereof or with the ordering or carrying out of any variations or the placing
or performance of any Subcontract in connection therewith;
c)
3.
4.
not to cause or permit any third party to contravene or prejudice the requirements of this
clause.
In consideration of the undertakings by Contractor in clause 2 hereof and subject to clause 4 hereof,
Company undertakes during the Relevant Period:a)
to consider inviting Contractor to submit a tender for the Contract and to make available to
Contractor any Information, including Material Information that Company may consider
necessary to enable Contractor to prepare and submit the tender and to perform the
Contract if awarded to Contractor;
b)
not to Disclose any Material Information Disclosed by or obtained from Contractor except as
permitted so to do by the Contract;
c)
not to cause or permit any third party to contravene or prejudice the requirements of this
clause.
Clauses 2, 3(b) and 3(c) shall not apply to any Material Information that is:a)
Excepted Information; or
b)
Disclosed or used with the prior consent in writing of the other party.
c)
Ordered or required to be Disclosed by any applicable law or competent judicial,

governmental or other authority or in accordance with the requirements of any stock
Revision: Final

exchange. Provided always that if such an order or requirement arises the party proposing
to Disclose shall give to the other party prompt written notice thereof.
4.1
5.1
Notwithstanding clause 2 hereof Contractor may Disclose any Material Information Disclosed by or
obtained from Company to any of its Agents for a purpose or purposes for which Contractor is
entitled to use the same, provided that Contractor undertakes during the Relevant Period :a)
to ensure that all persons to whom Material Information is or may be Disclosed are aware of
the terms of this Agreement and will comply with the obligations of Contractor as if party
themselves to the Agreement; and
b)
if so requested by Company by notice in writing, before making any or any further

Disclosure, procure the execution by any person or persons identified in the notice, of an
agreement in writing (to be prepared by Company) between Company and each such
person containing substantially the same terms as those contained in this Agreement.
If during the Relevant Period Contractor receives from Company or any of its Agents Material
Information in any tangible form and either then or subsequently:a)
tenders unsuccessfully, or fails or is not invited to submit a tender, for the Contract; or
b)
the Contract in connection with which the Material Information has been supplied to
Contractor is not proceeded with; or
c)
the Contract, if awarded to Contractor, is substantially completed or terminated early or

abandoned; or
d)
for any other reason has not or is unlikely to have any further need of the Material
Information; then Contractor undertakes, if Company request by notice in writing to return
forthwith to Company and/or its Agent and/or to destroy or procure the destruction of the
Material Information, including any copies thereof or any part or parts thereof, which may be
in the possession of Contractor or any of its Agents and to certify in writing to Company that
any destruction requested has been carried out, provided that:i)
Contractor shall not be obliged to return or destroy or procure the destruction of any
Material Information which is properly and necessarily held by Contractor as formal
documentation, or as Contractor's reference copy of formal documentation of the
Contract awarded to Contractor or which Contractor may otherwise reasonably require
to retain for the purposes of its own essential records in connection with the Contract or
the performance of any of its obligations thereunder still outstanding, or as evidence of
the terms thereof in the event of any dispute, difference or doubt; but
ii)
where, pursuant to proviso (i) above, Contractor does not return or destroy or procure
the destruction of the Material Information Contractor undertakes without delay to send
to Company a statement in writing giving particulars of the Material Information
concerned and of Contractor's reasons for not returning or destroying the same or
procuring the destruction thereof, and to supply any further particulars and/or take any
steps for the continued security thereof during the remainder of the Relevant Period
which Company may reasonably require.
5.2
Without prejudice to clause 5.1 above, if any Material Information whose return or destruction is
requested is in the possession of any of Contractor's Agents, Contractor undertakes to do everything
in its power to procure any action on the part of the Agents to enable Contractor to comply with its
obligations.
6.
This Agreement shall not be construed as restricting any normal and/or regular interchange of
information between the parties and/or their Agents which may be necessary in connection with the
Contract.
Revision: Final

7.
Each party shall be fully and solely responsible for instituting maintaining, implementing and
enforcing all security or other measures to comply with its obligations under this Agreement. Each
party undertakes to use its best endeavours to introduce, implement and enforce any specific
security measures or any change in its existing security measures which may be requested in writing
by the other party which are considered reasonable and practicable and likely to assist or improve
the performance of its obligations.
8.
This Agreement shall be governed by and construed in accordance with the laws of England and in
the event of any dispute relating thereto the parties hereto submit to the exclusive jurisdiction of the
Courts of England.
IN WITNESS whereof Company and Contractor have caused this Agreement to be signed for and on their
behalf by the signatories hereto who have been duly authorised so to do by Company and Contractor
respectively.
For and on behalf of ........................................................ (Contractor)
Signature..............................
Name...................................
Title......................................
For and on behalf of BG Bolivia Corporation (Company)
Signature..............................
Name...................................
Title..................................
Revision: Final

ATTACHMENT 10
DUE DILIGENCE QUESTIONNAIRE
Additional Instructions to Tenderer:
i
You are reminded that Tenderer is required to prepare one complete and such Tender package shall
include your response to this Attachment.
ii
If your company uses different company entities to perform the Services in different countries, you
should complete this Attachment with information which represents the relevant Tenderer company
entity.
iii
Please delete this box when producing this completed Attachment for your Tender submission(s).
Definitions
Public Official means any officer or employee of any government (whether Central, Federal, State or
Provincial) or any ministry, body, department, agency, or instrumentality, such as state-owned or statecontrolled companies or statutory corporations thereof, or of a public international organization, any person
acting in an official capacity for or on behalf of any government or government entity or of a public
international organization, any political party or party official, or any candidate for political office.
Representative means owners, shareholders, officers, directors, employees or any other person acting on
behalf of (as applicable) Contractor or any of its affiliates.
Ethical Due Diligence Questionnaire

This questionnaire is to be completed by all new and existing Counterparties prior to completion of any
transaction with BG Group. The signature of a director or officer of a similar seniority is required.
Name of Counterparty:
Business Background
1
Please describe your ownership structure including giving details of all ultimate owners of
your business.
Please give details of the proposed contracting company entity and all directors (name,
address, contact information, company registration number etc.).
Is your business currently solvent? If no, please explain. [Please provide figures for the last 3
years for turnover and net profit]
Has your business been insolvent at any point during the last three years? If yes, please
explain the history and current status.
Revision: Final

Does your business, or any of its owners and directors,(excluding publicly owned companies)
have any criminal convictions for offences involving corruption or dishonesty. If yes please
provide full details.
Are you aware of all anti-bribery laws that apply to your business including UK Bribery Act and
the US Foreign Corrupt Practices Act and do you have policies to ensure compliance?
Please provide copies of your policies and procedures which include anti-corruption
provisions.
If you are not aware or these laws and if you do not have policies etc are you willing to adopt
the policies that BG has adopted?
Does your business act in a manner consistent with all applicable anti-bribery laws that apply
to your business?
Does your business act in a manner consistent with BG Group's Business Principles? Please
indicate any areas of inconsistency.
With regards to bribery or corruption or dishonest dealings with third parties, in the last 3
years have you had any external investigations concluded and do you currently have any
outstanding external investigations against you? If so, please provide details.
Have you been required to disclose any corrupt dealings under relevant laws or stock
exchange requirements? If so please provide details.
Ethical Conduct
10
Do you have a written ethical conduct policy? If so, please provide us with a copy.
11
What level of engagement does senior management have with any ethical conduct policy?
Please provide details.
12
Please describe what training you provide on ethical conduct and any ethical conduct policy.
Please state who receives the training and when. If you conduct such training, please provide
a copy of the training programme.
13
Do you agree never to make facilitation, or "grease", payments in connection with any
business dealings with or on behalf of or related to BG Group ? If you have a policy please
provide a copy of the relevant policy document.
14
Do you aim to place anti-corruption clauses in all contracts with business Counterparties?
Please provide a copy of the clauses.
15
Do you insist that all business Counterparties act in a manner consistent with your business
ethics policy and applicable anti-corruption laws? If so, how is this done and please provide
Revision: Final

examples.
16
What is your policy on conducting due diligence on all prospective business Counterparties?
How do you carry it out?
17
Does your business ever make political donations? If yes please detail.
18
Do you employ agents or intermediaries for the proposed relationship with BG group? If so,
who, and for what purposes?
Do you conduct due diligence on all prospective agents or intermediaries? If so, please
explain the process used.
Do you place anti-corruption clauses in all contracts with agents and intermediaries? If so
please provide a copy. Do you place prohibitions on facilitation, or "grease", payments in
your contracts with agents? If so please provide a copy.
19
Do you employ anyone who might (or whose family might) improperly benefit from fees or
commissions paid directly or indirectly by BG Group? Please identify all below.
20
Do you employ, directly or indirectly, any Public Official or person connected (by a family or
business relationship) to a Public Official in a position of influence with respect to your
business? If yes, please provide details.
21
Do any of your contractors have family or other relationships that might improperly influence
governmental decisions? If yes, please provide details.
22
Do you ever provide hospitality or travel expenses to public officials or any of their family
members? If yes, please provide details.
I confirm that the answers given above are correct.

_____________________________________________________________
Revision: Final

Name:
Position: Must be a director or officer of similar seniority
Date:
Company Stamp: Required for all companies registered outside of the European Union or the
United States of America
NOTE: If completed and submitted electronically, confirmation of the authority of the
sender as an authorised representative of the company is acceptable.
Revision: Final

ATTACHMENT 11
COMPENSATION AND PAYMENTS
Contractor must provide a complete description of all the services include in the proposal. Proposal should
include item description, unit of measure, cost per unit of measure and total values for bundle services.
Revision: Final

ATTACHMENT 12
COMMERCIAL ALTERNATIVES
1.0
Should Tenderers wish to propose alternatives in connection with the commercial aspects of this
ITT, then they shall submit such proposals below.
2.0
Proposed alternatives to the commercial aspects shall be submitted herein describing the proposed
alternatives and identifying the reasons for the alternative, the financial benefit or loss to COMPANY
and the effect on the contract schedule.
3.0
No alternatives will be considered unless the original Tender is submitted to reflect the total
requirements therein. In no circumstances shall COMPANY consider alternatives introduced outside
of the formal Tender.
4.0
The ITT must not be altered in any way whatsoever. COMPANY deems that all elements are
accepted and will be totally complied with unless alternatives are submitted in this Attachment J.
5.0
In the event of no alternatives, please state Nil.
Revision: Final

Revision: Final
CONFIDENTIAL
CONTRACT
FOR
THE PROVISION OF [INSERT DESCRIPTION OF WELL SERVICES]
CONTRACT REFERENCE NO: [INSERT]
SECTION 2 CONDITIONS OF CONTRACT
Model Contract Version: M2.2.1 Well Services (C) - S2 Conditions of Contract (7 Sept 2012)
Contract Reference No: [insert]

Section 2 Conditions of Contract
Well Services (Contract Version)
SUBJECT TO CONTRACT
Table of Contents
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
DEFINITIONS ..................................................................................................................1
INTERPRETATION .........................................................................................................5
THE CONTRACT AND DURATION ................................................................................5
REPRESENTATIVES ......................................................................................................6
CONTRACTORS GENERAL OBLIGATIONS ................................................................7
CONTRACTORS UNDERSTANDING............................................................................8
TECHNICAL INFORMATION ..........................................................................................8
PROVISION OF GOODS ................................................................................................9
PERFORMANCE OF SERVICES .................................................................................13
EXTENSION OF TIME ..................................................................................................14
EQUIPMENT AND MATERIALS ...................................................................................14
INDEPENDENT CONTRACTOR ..................................................................................15
PERSONNEL ................................................................................................................15
TRANSPORTATION .....................................................................................................16
COMPANY PROVIDED ITEMS.....................................................................................17
QUALITY ASSURANCE ................................................................................................17
INSPECTION, MONITORING, EXPEDITING AND TESTING ......................................17
WORK SITE ..................................................................................................................18
HEALTH, SAFETY, SECURITY AND ENVIRONMENT ................................................18
LICENCES AND PERMITS ...........................................................................................19
PERMIT TO WORK .......................................................................................................19
LOCAL CONTENT ........................................................................................................20
PAYMENT AND INVOICING .........................................................................................20
LIABILITIES AND INDEMNITIES ..................................................................................21
INSURANCE .................................................................................................................25
TAXATION ....................................................................................................................27
CUSTOMS AND EXCISE AND OTHER IMPOSTS ......................................................29
ASSIGNMENT ...............................................................................................................29
SUBCONTRACTING .....................................................................................................29
AUDIT RIGHTS .............................................................................................................31
SUSPENSION ...............................................................................................................31
TERMINATION ..............................................................................................................32
FORCE MAJEURE ........................................................................................................33
INTELLECTUAL PROPERTY .......................................................................................35
COMPLIANCE WITH LEGISLATION ............................................................................35
BUSINESS PRINCIPLES ..............................................................................................36
AGENTS AND INTERMEDIARIES................................................................................36
ANTI-CORRUPTION OBLIGATIONS............................................................................36
CONFIDENTIALITY ......................................................................................................40
PUBLICITY ....................................................................................................................41
DATA PROTECTION ....................................................................................................41

SUBJECT TO CONTRACT
42.
43.
44.
45.
46.
47.
48.
49.
50.
51.
52.
DIGITAL SECURITY .....................................................................................................42

LIENS, CHARGES AND ENCUMBRANCES ................................................................42
PERFORMANCE SECURITY .......................................................................................43
CO-VENTURERS ..........................................................................................................43
THIRD PARTY RIGHTS ................................................................................................43
NOTICES ......................................................................................................................44
LANGUAGE AND COMMUNICATIONS .......................................................................44
SAVING OF RIGHTS ....................................................................................................45
DISPUTES ....................................................................................................................45
GENERAL .....................................................................................................................46
LOCAL SPECIAL CONDITIONS ...................................................................................47
EXHIBIT A LOCAL SPECIAL CONDITIONS .............................................................................48

EXHIBIT B BUSINESS PRINCIPLES ........................................................................................49
EXHIBIT C FORM OF CERTIFICATE OF COMPLIANCE .........................................................53
EXHIBIT D FORM OF PARENT COMPANY GUARANTEE ......................................................54

SUBJECT TO CONTRACT
1.
DEFINITIONS
1.1
In the CONTRACT, unless the context otherwise requires, the following capitalised
words and expressions shall have the respective meanings ascribed to them as
follows:
1.1.1
AFFILIATE means with respect to any person, any other person that, directly
or indirectly, controls, is controlled by or is under common control with such
specified person. For the purposes of this definition, control means the
direct or indirect beneficial ownership of more than fifty percent (50%) of the
issued share capital, stock or other participating interest or the legal power to
direct or cause the direction of the general management, of the company,
partnership or other person in question, and controlled shall be construed
accordingly.
1.1.2
AMENDMENT means a written amendment to the CONTRACT as agreed by

the PARTIES and in a format provided by COMPANY.
1.1.3
AUTHORITY means any governmental agency, quasi-government agency,

department or subdivision or any federal, state, national, regional, municipal,
local, ecclesiastical or other lawfully constituted regulatory body having
authority or jurisdiction over the WORK.
1.1.4
CLAIMS means claims, liens, judgements, penalties, awards, remedies,

debts, liabilities, damages, demands, costs, losses, expenses or causes of
action, of whatever nature, including, those made or enjoyed by dependants,
heirs, claimants, executors, administrators, successors, survivors or assigns.
1.1.5
COMMENCEMENT DATE means, as may be extended pursuant to Clause

10, the date for commencement of the SERVICES as set out in Exhibit A to
Section 1 Form of Agreement or such other date as notified by COMPANY
to CONTRACTOR.
1.1.6
COMPANY GROUP means: (a) COMPANY and its AFFILIATES; (b) COVENTURERS and their AFFILIATES; (c) COMPANYS other contractors and
subcontractors (of any tier) performing work at the WORK SITE, excluding any
member of CONTRACTOR GROUP; and (d) the respective agents, officers,
directors, employees and workers of the persons included in sub-clauses (a),
(b) and (c) of this definition.
1.1.7
COMPANY REPRESENTATIVE means that person referred to in Clause

4.1.1, whose details are set out in Exhibit A to Section 1 Form of Agreement.
1.1.8
CONSEQUENTIAL LOSS means: (a) consequential or indirect loss under

English law; and (b) loss and/or deferral of production, loss of product, loss of
use, loss of revenue, profit or anticipated profit (if any), in each case whether
direct or indirect to the extent that these are not included in sub-clause (a) of
this definition and whether or not foreseeable at the EFFECTIVE DATE.
1.1.9
CONTRACT means the agreement formed of the several documents set out
in Clause 2.1 of Section 1 Form of Agreement.
1.1.10
CONTRACTOR GROUP means: (a) CONTRACTOR and its AFFILIATES;

(b) SUBCONTRACTORS and their AFFILIATES; and (c) the respective
1

SUBJECT TO CONTRACT
agents, officers, directors, employees and workers of the persons included in
sub-clauses (a) and (b) of this definition.
1.1.11
CONTRACTOR REPRESENTATIVE means that person referred to in

Clause 4.1.1, whose details are set out in Exhibit A to Section 1 Form of
Agreement.
1.1.12
COUNTRY OF OPERATION means the country set out in Exhibit A to

Section 1 Form of Agreement.
1.1.13
CO-VENTURERS means any person with whom COMPANY is or may be

from time to time a party to a joint operating agreement or unitisation
agreement or similar agreement relating to the operations for which the
WORK is being performed and the successors in interest or assignees of any
such entity.
1.1.14
DATA means all information, data, know-how, methodology, research, test

results, statistics, calculations and documentation including drawings, designs,
sketches, photographs, diagrams, reports, manuals, specifications, plans,
tables, lists, schedules, administrative and quality assurance files, programme
listings and charts including flow charts.
1.1.15
DEFAULT means any breach or series of breaches by CONTRACTOR of

the CONTRACT, the impact of which (or in the case of a series of breaches,
cumulative impact of which) on the CONTRACT is or may be substantial or
adverse to COMPANYS interests.
1.1.16
DEFECT means: (a) any error, failure, defect, omission or other deficiency of
whatsoever nature, including in design, workmanship, information or materials;
and/or (b) any non-compliance with the CONTRACT..
1.1.17
DEFECTS LIABILITY PERIOD means twelve (12) months from the date of
completion of the SERVICES or, where the SERVICES are rectified, twelve
(12) months from the date of completion of such rectification.
1.1.18
DELIVERY DATE means, as may be extended pursuant to Clause 10, the

date or dates on which the GOODS shall be delivered to COMPANY as set
out in Exhibit A to Section 1 Form of Agreement or such other date or dates
as notified by COMPANY to CONTRACTOR.
1.1.19
DELIVERY POINT means the location or locations to which CONTRACTOR

shall transport the GOODS as set out in Exhibit A to Section 1 Form of
Agreement.
1.1.20
DELIVERY TERMS means the delivery terms for the GOODS as set out in
Exhibit A to Section 1 Form of Agreement. If any such delivery term
references an INCOTERM (including in its abbreviated form) then such
delivery term shall have the meaning ascribed in INCOTERMS 2010.
1.1.21
EFFECTIVE DATE means the effective date of the CONTRACT as set out in
Exhibit A to Section 1 Form of Agreement.
1.1.22
EQUIPMENT AND MATERIALS means all items of property including

equipment, plant, machinery, apparatus, materials, consumables or supplies

SUBJECT TO CONTRACT
which are owned, hired, leased, chartered or otherwise provided by
CONTRACTOR GROUP for the performance of the WORK.
1.1.23
FORCE MAJEURE EVENT has the meaning set out in Clause 33.2.
1.1.24
GENERAL CONDITIONS means the terms and conditions for the provision
of the WORK as set out in this Section 2 Conditions of Contract, excluding
the Exhibits.
1.1.25
GOODS means the deliverable items to be provided by CONTRACTOR in

accordance with the CONTRACT as more particularly described in Section 3
Scope of Work.
1.1.26
INDEMNIFIED THIRD PARTY means any member of COMPANY GROUP

(other than COMPANY) or CONTRACTOR GROUP (other than
CONTRACTOR).
1.1.27
INSOLVENCY means: (a) insolvency of or inability by CONTRACTOR to pay

its debts as they fall due; (b) any suspension by CONTRACTOR of making
payments on any of its debts or, by reason of actual or anticipated financial
difficulties, CONTRACTOR commencing negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness; (c) any corporate
action, legal proceedings or other procedure or step being taken (including the
appointment of any liquidator, receiver, administrator, administrative receiver,
compulsory manager or other similar officer) in relation to, the winding up,
dissolution, administration or reorganisation of CONTRACTOR or its assets;
(d) the value of the assets of CONTRACTOR being less than its liabilities
(taking into account contingent and prospective liabilities); (e) a moratorium
being declared in respect of any indebtedness of CONTRACTOR; (f) any step
being taken in respect of a composition, compromise, assignment or
arrangement with any creditor of CONTRACTOR; (g) any expropriation,
attachment, sequestration, distress or execution which affects any asset or
assets of CONTRACTOR; (h) enforcement of any security over any assets of
CONTRACTOR; (i) any reorganisation (by way of voluntary arrangement,
scheme of arrangement or otherwise) of CONTRACTOR; or (j) any event
occurring or step or procedure being taken in any jurisdiction analogous to
those set out in sub-clauses (a) to (i) (inclusive) of this definition.
1.1.28
INTELLECTUAL PROPERTY RIGHTS means any right or interest in any

patent, design, trademark, copyright, trade secret, moral rights, or other
intellectual property rights (whether registered or unregistered).
1.1.29
LEGISLATION means all applicable statutes, statutory instruments, laws,

orders, directions, codes of practice, guidance notes, bye-laws and other
regulations of any AUTHORITY.
1.1.30
LOCAL SPECIAL CONDITIONS means the terms and conditions as detailed

pursuant to Clause 2.2 of Section 1 Form of Agreement and Clause 52.
1.1.31
PARTY means either COMPANY or CONTRACTOR, as the context so

requires, and PARTIES shall be construed accordingly.
1.1.32
PERSONNEL means any person provided by or on behalf of

CONTRACTOR GROUP (including employees and workers) for the
performance of the WORK.
3

SUBJECT TO CONTRACT
1.1.33
PRICE means the price for the whole of the WORK as calculated in
accordance with Section 4 Compensation.
1.1.34
SCHEDULED COMPLETION DATE means, as may be extended pursuant

to Clause 10, the date (if any) for completion of the whole of the SERVICES
Exhibit A to Section 1 Form of Agreement or such other date as notified by
COMPANY to CONTRACTOR.
1.1.35
SERVICES means the services to be performed by CONTRACTOR in

accordance with the CONTRACT as more particularly described in Section 3
Scope of Work together with the provision of all management, engineering,
design, supervision, facilities and all other things whether of a temporary or
permanent nature required for the proper performance of the services so far
as the necessity for providing the same is specified in or reasonably to be
inferred from the CONTRACT.
1.1.36
SMS means: (a) in the case of CONTRACTOR, the documentation

established by CONTRACTOR which sets out the health, safety, security and
environmental objectives of CONTRACTOR, the system by which those
objectives are to be met and the means by which adherence to those
standards are to be monitored; and (b) in the case of COMPANY,
COMPANYS health, safety, security and environment management system
and/or the safety case relating to any of COMPANYS facilities in the vicinity of
which the WORK is to take place, and when the circumstances of the WORK
and the context so requires, any bridging document combining the two.
1.1.37
SPECIFICATION means the specification of the GOODS as set out in

Section 3 Scope of Work, including any performance standards or criteria.
1.1.38
SUBCONTRACT means a contract (of any tier) for the provision and/or
performance of any part of the WORK, excluding the CONTRACT.
1.1.39
SUBCONTRACTOR means any party (other than CONTRACTOR) to a

SUBCONTRACT.
1.1.40
TAX or TAXATION means all forms of direct and indirect taxation and
statutory, governmental, state, federal, provincial, local government or
municipal charges, duties (including stamp duties and transfer taxes, customs
duties, excise duties, port dues, brokerage fees, import or export charges and
occupation of location charges), imposts, contributions, levies, withholdings or
liabilities wherever chargeable and of any jurisdiction and whether levied by
reference to income, profits, gains, net wealth, asset values, turnover, added
value or other measure (including without limitation social security
contributions and any other payroll taxes and including local authority rates)
however imposed (whether by way of a withholding or deduction for or on
account of tax or otherwise); and any penalty, fine, surcharge, interest,
charges or costs payable in connection thereof.
1.1.41
TAXATION AUTHORITY means any taxing, governmental or other authority

whatsoever competent to impose, administer or collect any TAXATION.
1.1.42
TECHNICAL INFORMATION means the DATA provided by or caused to be

provided by COMPANY (including in electronic format) pursuant to the
CONTRACT, including the SPECIFICATION and all other information in
Section 3 Scope of Work.
4

SUBJECT TO CONTRACT
1.1.43
TERMINATION DATE means the effective date of termination of the

CONTRACT, or part thereof, as specified in any notice of termination from
COMPANY to CONTRACTOR.
1.1.44
THIRD PARTY means any person that is not a member of COMPANY

GROUP or CONTRACTOR GROUP.
1.1.45
VAT means value added tax as provided for in Council Directive

2006/112/EC (or as implemented by a European Union member state) and
any other tax of a similar nature (including sales tax or a tax instead of or in
addition to value added tax), levied on goods and/or services which the
supplier thereof is required to account to the relevant TAXATION
AUTHORITY.
1.1.46
WARRANTY PERIOD means in respect of the GOODS (or repaired or

replaced GOODS), the earlier of: (a) twenty-four (24) months from the date of
delivery; and (b) twelve (12) months from the date on which installation or, if
applicable, commissioning, is completed at the point of use.
1.1.47
WORK means all work that CONTRACTOR is required to carry out in

accordance with the CONTRACT, including the provision of the GOODS and
the performance of the SERVICES.
1.1.48
WORK SITE means any location, including land, seabed, offshore facility, or
other place on, under, in or through which the WORK is performed.
2.
INTERPRETATION
2.1
Unless expressly stated otherwise, references in the CONTRACT to: (a) a Section is to
the relevant section of the CONTRACT as detailed in Clause 2.1 of Section 1 Form of
Agreement; (b) Clauses and Exhibits are to clauses of or exhibits to the relevant
Section in which such reference appears or to which reference is made; and (c)
Paragraphs, Parts or Attachments are to paragraphs or parts of, or attachments to the
Exhibit in which such reference appears or to which reference is made.
2.2
The headings in the CONTRACT are for ease of reference and shall not be deemed to
be part of or be taken into consideration in the interpretation or construction of the
CONTRACT.
2.3
References in the CONTRACT to: (a) day(s), week(s) and month(s) shall mean
calendar rather than working day(s), week(s) and month(s) unless otherwise specified;
(b) the words including, include and other shall be construed without limitation; (c)
any LEGISLATION, includes reference thereto as varied, supplemented or replaced
from time to time or, as applicable, as extended, re-enacted or amended; (d) the
singular shall include the plural and vice versa unless the context otherwise requires;
and (e) person shall mean, as the context requires, any natural person or legal entity,
including bodies corporate, unincorporated associations and partnerships.
3.
THE CONTRACT AND DURATION
3.1
The CONTRACT shall be effective from the EFFECTIVE DATE and shall continue in
effect for the duration as set out in Exhibit A to Section 1 Form of Agreement unless
extended or terminated in accordance with its terms.

SUBJECT TO CONTRACT
3.2
Except where CONTRACTOR is notified (including by e-mail) by COMPANY

REPRESENTATIVE to the contrary, the duration of the CONTRACT shall automatically
extend on the same terms and conditions, including rates and prices, in order to enable
CONTRACTOR to complete to the reasonable satisfaction of COMPANY any WORK in
progress at the date of expiry of the CONTRACT.
3.3
The PARTIES agree that no terms or conditions endorsed upon, delivered with or
contained in CONTRACTORS quotation, acknowledgment, invoice, specification or
similar document will form part of the CONTRACT and CONTRACTOR waives any
right which it otherwise might have to rely on such terms and conditions.
3.4
CONTRACTOR shall deliver the GOODS as required pursuant to the CONTRACT and
confirms that it is ready, willing and able to commence the SERVICES on the
COMMENCEMENT DATE.
4.
REPRESENTATIVES
4.1
General
4.2
4.3
4.1.1
COMPANY REPRESENTATIVE and CONTRACTOR REPRESENTATIVE are

the persons named as such in the CONTRACT.
4.1.2
Such representatives, or delegates appointed in accordance with the

provisions of this Clause 4, shall be readily available to enable both
COMPANY and CONTRACTOR to discharge their obligations under the
CONTRACT.
4.1.3
COMPANY REPRESENTATIVE and any person authorised by him shall have

access at all reasonable times to the WORK SITE and CONTRACTOR shall
afford every facility for and every assistance in obtaining the right of access.
Company Representative
4.2.1
COMPANY REPRESENTATIVE has the authority to act for and on behalf of

COMPANY in respect of the WORK and, subject to any delegation of such
authority, shall be responsible for issuing all instructions, decisions,
information and notices to CONTRACTOR and receiving from CONTRACTOR
all decisions, information and notices as required under the CONTRACT.
4.2.2
COMPANY REPRESENTATIVE may at any time by notice (including by email) to CONTRACTOR delegate any of his authority to any nominated deputy
or deputies. Such notice shall specify the extent of the authority of any such
deputy or deputies.
4.2.3
COMPANY may change COMPANY REPRESENTATIVE at any time and

shall notify CONTRACTOR of any change.
4.2.4
COMPANY REPRESENTATIVE has no powers to amend the CONTRACT or

to relieve CONTRACTOR from any of its obligations under the CONTRACT.
Contractor Representative
4.3.1
CONTRACTOR REPRESENTATIVE has the authority to act for and on behalf

of CONTRACTOR in respect of the WORK and, subject to any delegation of
such authority, shall be responsible for issuing all decisions, information and
6

SUBJECT TO CONTRACT
notices to COMPANY and receiving from COMPANY all instructions,
decisions, information and notices as required under the CONTRACT.
4.3.2
CONTRACTOR REPRESENTATIVE may delegate any of his authority to any

nominated deputy, the terms of such delegation being subject to COMPANYS
prior approval which shall not be unreasonably withheld or delayed.
4.3.3
CONTRACTOR shall not change CONTRACTOR REPRESENTATIVE or any

nominated deputy without COMPANYS prior approval.
4.3.4
CONTRACTOR
CONTRACT.
REPRESENTATIVE
has
no
powers
to
amend
the
5.
CONTRACTORS GENERAL OBLIGATIONS
5.1
CONTRACTOR shall perform the WORK: (a) in compliance with the CONTRACT and
LEGISLATION; (b) in accordance with internationally recognised good oilfield practices
and standards; (c) with all due skill, care, diligence, prudence, foresight and operating
practice which would reasonably or ordinarily be expected from a reputable contractor
experienced in the provision of goods and performance of services of the type to be
carried out under the CONTRACT; and (d) to the reasonable satisfaction of
COMPANY, and shall ensure that the WORK is free from DEFECT.
5.2
In order to ensure the performance of the WORK is not delayed, CONTRACTOR shall
be responsible for: (a) the diligent execution and timely provision of all aspects of the
WORK and the timely request from COMPANY of all items to be provided by
COMPANY, including any items to be provided pursuant to Clauses 8.2.1 (Free Issue
Materials) or 15.1 (Company Provided Items); and (b) programming the WORK and
independently controlling its progress, including preparing and submitting to
COMPANY estimates, programmes, reports of progress and other reports as
COMPANY may request from time to time.
5.3
Except to the extent that it may be illegal or create a hazard to safety, CONTRACTOR
shall comply with all COMPANYS reasonable instructions and directions on all matters
in connection with the WORK.
5.4
CONTRACTOR shall ensure that other work it is currently or simultaneously carrying

out does not interfere with its performance of the WORK or its obligations under the
CONTRACT and undertakes that, notwithstanding such other work, it can bring in
additional personnel and provide additional resources as may be required for the
performance of the WORK.
5.5
CONTRACTOR shall notify COMPANY immediately of any proposed or actual

stoppages of work, including industrial disputes, or other matters affecting or likely to
affect the performance of the WORK and shall use all reasonable endeavours to
prevent, overcome or resolve such matters to ensure compliance with the CONTRACT.
5.6
Except where there are specific schedules and/or dates provided in the CONTRACT
for CONTRACTORS submission of any matter for approval or consent,
CONTRACTOR shall submit all matters requiring COMPANYS approval or consent
within an adequate timeframe so that COMPANY has a reasonable period in which to
review any such submissions.
5.7
Where DATA to be provided by CONTRACTOR hereunder is created and stored

electronically, CONTRACTOR shall provide COMPANY with such DATA on such
7

SUBJECT TO CONTRACT
electronic media as COMPANY may reasonably require and which is compatible with
COMPANYS systems at the times specified in Section 3 Scope of Work or if no
times are specified, when reasonably required by COMPANY. If requested by
COMPANY, files will be provided in original format (i.e. Word, Excel, CAD, etc.) and if
mutually agreed for specific work, in a PDF Format. The PARTIES shall agree the
system compatibility requirements applicable to the WORK.
5.8
CONTRACTOR shall exercise all diligence to ensure the completeness and safe
transportation of all acquired information including well logs, test and other information
arising out of the performance of the WORK. CONTRACTOR does not warrant the
accuracy of DATA transmitted by electronic process, and CONTRACTOR will not be
responsible for accidental or intentional interception of such DATA by third parties,
except where such DATA is intercepted within CONTRACTORS electronic systems.
5.9
5.9
CONTRACTORS interpretation of well or other related data is a matter of
opinion. Accordingly, CONTRACTOR does not warrant the accuracy or completeness
of any interpretation of well or other related data, recommendations or reservoir or
other models based on such well data or interpretation provided CONTRACTOR has
performed its interpretation of such data in accordance with internationally recognised
good oilfield practices and standards.
5.10
5.10
If CONTRACTOR collects, in the performance of the WORK, any samples of
soil, drill cores, drill cuttings, well fluids (including hydrocarbons) or similar from any
WORK SITE, then CONTRACTOR shall keep and preserve representative portions of
such samples which shall remain at all times the property of COMPANY, and shall
deliver the same to COMPANY on request.
6.
CONTRACTORS UNDERSTANDING
6.1
CONTRACTOR understands that it has been selected for the performance of the
WORK on the basis that it is an expert and professional in the type of work involved
and that COMPANY is at all times relying on the knowledge and workmanship of
CONTRACTOR.
6.2
CONTRACTOR shall have informed itself and be deemed to have satisfied itself fully
before entering into the CONTRACT as to: (a) the extent and nature of the WORK,
including the management, engineering, design, supervision, EQUIPMENT AND
MATERIALS, PERSONNEL, facilities and all other things, whether of a temporary or
permanent nature, required for the proper performance of the WORK; (b) the
correctness and sufficiency of the rates and prices stated in Section 4 Compensation;
(c) general and local conditions including seabed, surface, site and subsoil conditions,
climatic, sea, other water and weather conditions; and (d) all other matters (including
risks and contingencies) which could affect the progress or performance of the WORK
(including access to the WORK SITE) or the operation of the GOODS.
6.3
Any failure by CONTRACTOR to take account of matters which affect the WORK shall
not relieve CONTRACTOR from its obligations under the CONTRACT or entitle
CONTRACTOR to any increase in any element of the PRICE or any additional
compensation.
7.
TECHNICAL INFORMATION
7.1
COMPANY shall provide CONTRACTOR with the TECHNICAL INFORMATION.

SUBJECT TO CONTRACT
7.2
Without prejudice to CONTRACTORS obligations under Clause 6, CONTRACTOR

shall, within fourteen (14) days of receipt, review the TECHNICAL INFORMATION in
accordance with internationally recognised good oilfield practices and standards and
notify COMPANY of any errors, omissions or inconsistencies. Upon receipt of such
notice, COMPANY shall provide CONTRACTOR with instructions as to how to
proceed. Any WORK performed thereafter shall be at CONTRACTORS risk and
expense and CONTRACTOR shall not be entitled to any increase in any element of the
PRICE or any additional compensation.
7.3
COMPANY shall at all times retain title to the TECHNICAL INFORMATION. Following
expiry or termination of the CONTRACT, COMPANY may at its option require
CONTRACTOR to return or destroy any or all of the TECHNICAL INFORMATION.
8.
PROVISION OF GOODS
8.1
General
8.2
8.1.1
CONTRACTOR shall provide all management, engineering, design,

supervision, facilities and all other things whether of a temporary or permanent
nature required for the provision of the GOODS so far as the necessity for
providing the same is specified in or reasonably to be inferred from the
CONTRACT.
8.1.2
It is a condition of the CONTRACT that the GOODS shall: (a) be in

compliance with the CONTRACT and LEGISLATION; (b) be new (unless
otherwise agreed by COMPANY in writing) and of good and sound design,
materials and workmanship and free from DEFECT; (c) be fit for their intended
purpose as set out in the CONTRACT, or if no purpose is specified, fit for their
ordinary purpose; (d) conform as to quantity and description with the
particulars stated in the CONTRACT, including the SPECIFICATION; (e)
correspond with samples or patterns (if any) referred to in the CONTRACT; (f)
comply with the appropriate British, EU, US or other international standards or
equivalent specifications relevant to the GOODS; and (g) be free from any
defect in title.
8.1.3
All warranties relating to the condition of the GOODS whether implied by

statute, common law or otherwise, other than those contained in the
CONTRACT, are excluded.
8.1.4
Without prejudice to any other rights or remedies which COMPANY may have,
if the GOODS are not provided in accordance with the CONTRACT,
COMPANY shall be entitled (whether or not any part of the GOODS have
been accepted by COMPANY) to rescind the CONTRACT or reject the
GOODS (in whole or in part) and return them to CONTRACTOR at the risk
and cost of CONTRACTOR on the basis that a full refund for the GOODS so
returned shall be paid forthwith by CONTRACTOR.
8.1.5
The PARTIES agree that the provisions of the United Nations Convention for
the International Sale of Goods are expressly excluded from the CONTRACT
and shall not apply to the provision of the GOODS.
Free Issue Materials

8.2.1
Any item of property provided by COMPANY to any member of

CONTRACTOR GROUP for incorporation into the GOODS shall: (a) be and
9

SUBJECT TO CONTRACT
remain the property of COMPANY GROUP; (b) be clearly identified and
marked by CONTRACTOR as the property of BG Group or in such other
manner as COMPANY may require; (c) be separately stored, safeguarded and
maintained in good working order and condition by CONTRACTOR; and (d)
be used economically and solely in connection with the CONTRACT, and
CONTRACTOR shall keep all records as COMPANY may require in respect of
such item.
8.3
8.4
8.5
8.2.2
Except to the extent of fair wear and tear, CONTRACTOR shall reimburse
COMPANY in respect of any loss of or damage to any item provided pursuant
to Clause 8.2.1 which occurs whilst such item is in the custody or control of
CONTRACTOR GROUP.
8.2.3
Upon delivery of the GOODS, CONTRACTOR shall promptly return to

COMPANY any surplus items provided by COMPANY pursuant to Clause
8.2.1, including any items which are to be scrapped which CONTRACTOR
shall keep separate and report to COMPANY for disposal instructions.
8.2.4
Following a request from COMPANY in respect of any item provided by

COMPANY pursuant to Clause 8.2.1, CONTRACTOR shall promptly return
such item to COMPANY.
Manufacturing Schedule
8.3.1
If and as required pursuant to Section 3 Scope of Work, CONTRACTOR

shall provide COMPANY with a detailed manufacturing schedule to meet the
DELIVERY DATE.
8.3.2
At weekly intervals during the performance of the CONTRACT or as may

otherwise be required by COMPANY, the manufacturing schedule (if any) will
be updated to show all progress. CONTRACTOR shall provide such updates
to COMPANY upon request.
Marking of the Goods

8.4.1
CONTRACTOR shall ensure that the GOODS and, where the components of
the GOODS are manufactured by different persons, those components are
clearly and permanently marked with the manufacturers name, trademark or
distinguishing mark which clearly identifies the manufacturer. In addition,
where CONTRACTOR is not the manufacturer, CONTRACTOR shall ensure
that the GOODS are, without infringing third parties rights, clearly and
permanently marked as having been supplied by CONTRACTOR to
COMPANY.
8.4.2
Prior to delivery, CONTRACTOR shall ensure that the GOODS and all
components are marked in accordance with the provisions of the CONTRACT.
Where the CONTRACT makes no such provision, the GOODS or any
components shall not without COMPANYS prior consent be marked with the
name, badge or any other mark used exclusively by COMPANY. Any GOODS
or components so marked shall not be disposed of to any third party without
COMPANYS prior consent unless such markings are first erased to the
reasonable satisfaction of COMPANY.
Packaging and Carriage
10

SUBJECT TO CONTRACT
8.6
8.7
8.5.1
The GOODS shall be packed by CONTRACTOR for shipping and storage in

accordance with internationally recognised good oilfield practices and
standards and in accordance with any special packing requirements set out
Section 3 Scope of Work, so as to reach the point of use undamaged and in
a good condition and, to the extent that they are not immediately put into
operational use, such packing shall ensure that the GOODS are preserved in
good condition for up to twenty-four (24) months in storage.
8.5.2
Unless otherwise stated in the CONTRACT, all packaging and carriage shall
be included in the rates and prices set out in Section 4 Compensation.
8.5.3
CONTRACTOR shall send with each consignment of GOODS (and at the

same time provide COMPANY REPRESENTATIVE with a copy of the same):
(a) a packing note (together with a copy of material test certificate(s) where
applicable) detailing the number of the CONTRACT, description, code number
(if any) and the quantity of GOODS consigned; (b) an advice note including
the details set out in Clause 8.5.3(a); (c) additional documentation as detailed
in the SPECIFICATION or any AMENDMENT; (d) CONTRACTORS clear and
full instructions with regard to the safe handling, storage, operation and use of
the GOODS; (e) all customs documentation required for the GOODS; and (f)
documentation to prove the GOODS supplied have been inspected and, if
applicable, are properly completed and therefore in accordance with the
CONTRACT.
Delivery
8.6.1
CONTRACTOR shall deliver the GOODS to the DELIVERY POINT on the

DELIVERY DATE in accordance with the DELIVERY TERMS along with all
documentation necessary for the quality certification, operation, use and
maintenance of such GOODS, except to the extent such documentation has
already been provided or as otherwise agreed with COMPANY. Where the
DELIVERY TERMS conflict with any other terms and conditions of the
CONTRACT, the latter shall prevail.
8.6.2
If COMPANY at any time identifies any DEFECT in the documentation set out
in Clause 8.6.1 then COMPANY may give notice thereof to CONTRACTOR.
Following receipt of such notice CONTRACTOR shall forthwith at its own cost
carry out any remedial work necessary to remedy such DEFECT. If
CONTRACTOR fails to perform the required remedial work, or if agreed
between the PARTIES, COMPANY may carry out the required remedial work
and recover all costs reasonably incurred by COMPANY in connection
therewith either directly from CONTRACTOR or by deducting such costs from
any monies due or which become due to CONTRACTOR.
8.6.3
If CONTRACTOR fails to deliver the GOODS in accordance with Clause 8.6.1

then such failure shall be deemed to be a DEFAULT which cannot be
remedied and COMPANY shall be entitled, without prejudice to any other right
or remedy COMPANY may have, to terminate the CONTRACT, or part
thereof, in accordance with its rights under Clause 32.1(a).
Title and Risk

8.7.1
Title to the GOODS shall pass to COMPANY upon the earlier of: (a) payment
by COMPANY in whole (or payment in part, but only where the GOODS have
11

SUBJECT TO CONTRACT
been appropriated to the CONTRACT); and (b) delivery of the GOODS to
COMPANY.
8.8
8.9
8.7.2
Where title to the GOODS passes to COMPANY before delivery,

CONTRACTOR shall store separately and safeguard the GOODS, and
notwithstanding the passing of title to COMPANY in accordance with this
Clause, the risk and responsibility for the GOODS shall remain with
CONTRACTOR until delivered to COMPANY in accordance with the
CONTRACT.
8.7.3
If any loss or damage occurs to the GOODS while the risk and responsibility
for the GOODS remains with CONTRACTOR in accordance with Clause
8.7.2, CONTRACTOR shall at its own cost repair or replace the same in order
to meet its delivery and other obligations in respect of the GOODS under the
CONTRACT.
8.7.4
Title to any GOODS delivered by CONTRACTOR which do not comply with

the requirements of the CONTRACT and which are rejected by COMPANY in
accordance with Clause 8.1.4 shall re-vest immediately in CONTRACTOR.
Spares and Maintenance

8.8.1
If requested by COMPANY, CONTRACTOR shall provide in respect of the

period of three (3) years from when the GOODS are put into operational use:
(a) a firm quotation for the supply of spare parts; (b) a firm quotation for the
supply of maintenance services; and (c) an outline maintenance programme.
8.8.2
If at any time CONTRACTOR intends to discontinue the manufacture of spare

parts for the GOODS or the provision of any maintenance services that
COMPANY may require, CONTRACTOR shall forthwith give notice to
COMPANY of such intention. COMPANY may within six (6) months of receipt
of such notice: (a) order, at reasonable prices, such quantities of spare parts
as COMPANY may require in relation to the anticipated life of the GOODS;
and/or (b) require CONTRACTOR to provide COMPANY with such information
and documentation as CONTRACTOR may have in its possession to enable
COMPANY to make or have made such spare parts or otherwise maintain the
GOODS in full operational use for their anticipated life.
8.8.3
COMPANY shall also be entitled to take the steps referred to in Clause

8.8.2(a) and 8.8.2(b) if: (a) CONTRACTOR fails to give notice as set out in
Clause 8.8.2; or (b) where COMPANY is entitled to exercise its termination
rights under Clause 32.1.
Defective Goods
8.9.1
If COMPANY, at any time during the WARRANTY PERIOD, identifies or is

made aware of any DEFECT in the GOODS, COMPANY may give notice
thereof to CONTRACTOR. Following receipt of such notice, or at such other
time as reasonably required by COMPANY to comply with COMPANYS
operational requirements, CONTRACTOR shall forthwith remedy such
DEFECT at its own cost by carrying out all work necessary to repair or replace
the defective GOODS at the point of use or at such other location as agreed
between the PARTIES.
12

SUBJECT TO CONTRACT
8.9.2
Upon compliance by CONTRACTOR with its obligations under Clause 8.9.1, a

new WARRANTY PERIOD shall apply from the date of completion of such
repair or replacement and the provisions of this Clause 8.9 shall apply to such
repaired or replaced GOODS for such new WARRANTY PERIOD.
8.9.3
If CONTRACTOR fails to comply with its obligations under Clause 8.9.1,

COMPANY shall be entitled to have CONTRACTORS obligations under such
Clause performed by others and recover all costs reasonably incurred by
COMPANY in connection therewith either directly from CONTRACTOR or by
deducting such costs from any monies due or which become due to
CONTRACTOR.
9.
PERFORMANCE OF SERVICES
9.1
General
9.2
9.1.1
CONTRACTOR shall commence performance of the SERVICES on the

COMMENCEMENT DATE, and shall proceed with the same with all due
diligence and in accordance with the scheduling requirements of COMPANY
until complete in accordance with the CONTRACT. CONTRACTOR shall
achieve completion of the SERVICES by the SCHEDULED COMPLETION
DATE where such date is specified pursuant to the CONTRACT.
Notwithstanding the foregoing, CONTRACTOR shall not commence any part
of the SERVICES at any COMPANY WORK SITE until instructed (including by
e-mail) by COMPANY REPRESENTATIVE.
9.1.2
If CONTRACTOR fails to: (a) commence performance of the SERVICES on

the COMMENCEMENT DATE; or (b) achieve completion of the SERVICES by
the SCHEDULED COMPLETION DATE then such failure shall be deemed to
be a DEFAULT which cannot be remedied and COMPANY shall be entitled,
without prejudice to any other right or remedy COMPANY may have, to
terminate the CONTRACT, or part thereof, in accordance with its rights under
Clause 32.1(a). Where such termination is a result of CONTRACTORS
failure to commence performance of the SERVICES on the
COMMENCEMENT DATE, notwithstanding any other provision of the
CONTRACT to the contrary, no compensation shall be payable to
CONTRACTOR.
Defective Services
9.2.1
CONTRACTOR shall immediately inform COMPANY if it identifies or is made

aware of any DEFECT in the SERVICES at any time during the performance
of the SERVICES or during the DEFECTS LIABILITY PERIOD and shall
forthwith provide COMPANY with all information and/or documentation
necessary or as required by COMPANY to assess the extent and impact of
such DEFECT on the CONTRACT.
9.2.2
If COMPANY identifies or is made aware of any DEFECT in the SERVICES at

any time during the performance of the SERVICES or during the DEFECTS
LIABILITY PERIOD, COMPANY may give notice thereof to CONTRACTOR.
Following receipt of such notice, or at such other time as reasonably required
by COMPANY to comply with COMPANYS operational requirements,
CONTRACTOR shall forthwith remedy such DEFECT at its own cost by
carrying out all work necessary to rectify the defective SERVICES.
13

SUBJECT TO CONTRACT
9.2.3
Upon compliance by CONTRACTOR with its obligations under Clause 9.2.2 in

respect of the DEFECTS LIABILITY PERIOD, a new DEFECTS LIABILITY
PERIOD shall apply from the date of completion of such rectification and the
provisions of this Clause 9.2 shall apply to such rectified SERVICES for the
new DEFECTS LIABILITY PERIOD.
9.2.4
If CONTRACTOR fails to comply with its obligations under Clause 9.2.2,

COMPANY shall be entitled to have CONTRACTORS obligations under such
Clause performed by others and to recover all costs reasonably incurred by
COMPANY in connection therewith either directly from CONTRACTOR or by
deducting such costs from any monies due or which become due to
CONTRACTOR.
9.2.5
CONTRACTORS financial liability in respect of any costs incurred by

COMPANY pursuant to Clause 9.2.4 as a result of CONTRACTORS failure to
rectify defective SERVICES during the DEFECTS LIABILITY PERIOD shall be
limited to a sum not greater than one hundred and fifty percent (150%) of the
PRICE.
10.
EXTENSION OF TIME
10.1
Should it become apparent that CONTRACTOR has been, is being or is likely to be

delayed in: (a) delivering the GOODS by the DELIVERY DATE; (b) commencing the
SERVICES on the COMMENCEMENT DATE; or (c) achieving completion of the
SERVICES by the SCHEDULED COMPLETION DATE, CONTRACTOR shall promptly
give notice to COMPANY of the cause of the delay together with details of all factors
affecting such delay and an estimate of the length of the delay.
10.2
If, following receipt of a notice under Clause 10.1, COMPANY considers that
CONTRACTOR has been, is being or is likely to be delayed and that such delay is by
reason of: (a) any suspension instructed by COMPANY under Clause 31, except where
it was instructed for a reason falling or deemed to fall within Clause 31.1(a) or (b); (b)
any FORCE MAJEURE EVENT notified in accordance with Clause 33.1; (c) any delay
by COMPANY in providing any items pursuant to Clauses 8.2.1 (Free Issue Materials)
or 15.1 (Company Provided Items); or (d) any other breach of the CONTRACT or any
prevention, whether by act or omission, directly attributable to COMPANY, then
COMPANY shall grant such extension of time to the relevant date as COMPANY
considers reasonable in all the circumstances.
10.3
No extension of time shall be permitted unless CONTRACTOR has notified COMPANY

in accordance with Clause 10.1 within seven (7) days of the date when the delay or
likely delay became apparent, or ought reasonably to have become apparent.
10.4
CONTRACTOR shall at all times prevent, avoid, overcome or minimise any delay in:
(a) delivering the GOODS by the DELIVERY DATE; (b) commencing the SERVICES
on the COMMENCEMENT DATE; or (c) achieving completion of the SERVICES by the
SCHEDULED COMPLETION DATE, and shall take all measures as may be required at
no expense to COMPANY (except in cases of breach or prevention on part of
COMPANY) to proceed with the CONTRACT.
11.
EQUIPMENT AND MATERIALS
11.1
CONTRACTOR shall provide sufficient EQUIPMENT AND MATERIALS at all times to

ensure performance of the WORK in accordance with the CONTRACT.
14

SUBJECT TO CONTRACT
11.2
CONTRACTOR shall ensure that it has good title to and that the EQUIPMENT AND
MATERIALS shall be: (a) in compliance with the CONTRACT and LEGISLATION; (b)
new, or subject to COMPANYS approval, as new; (c) of good and sound design,
materials and workmanship and free from DEFECT; (d) fit for their intended purpose as
set out in the CONTRACT, or if no purpose is specified, fit for their ordinary purpose;
and (e) properly maintained in accordance with internationally recognised good oilfield
practices and standards.
11.3
COMPANY may reject any EQUIPMENT AND MATERIALS for any reasonable cause,
including failure to comply with Clause 11.2, and CONTRACTOR shall forthwith at its
own cost repair or replace the same at the point of use.
11.4
CONTRACTOR will not divert any EQUIPMENT AND MATERIALS required for the
performance of the WORK to other work without COMPANYS prior approval.
11.5
The EQUIPMENT AND MATERIALS shall be packed by CONTRACTOR in

accordance with internationally recognised good oilfield practices and standards,
including crated, paletted or in accordance with any special packing requirements set
out in Section 3 Scope of Work, so as to reach the point of use undamaged and in a
good condition and, to the extent that such EQUIPMENT AND MATERIALS are not
immediately put into operational use, such packaging shall ensure that they remain
undamaged prior to use. All such packaging shall be included in the rates and prices
set out in Section 4 Compensation.
11.6
CONTRACTOR shall, where applicable, provide a range of spare parts for the
EQUIPMENT AND MATERIALS which shall be sufficient and made readily available in
order to keep the EQUIPMENT AND MATERIALS in full operational service for the
duration of the CONTRACT.
12.
INDEPENDENT CONTRACTOR
CONTRACTOR is an independent contractor and as such shall control the
performance of the WORK and be responsible for the results. CONTRACTOR shall
not actually, or be deemed to be, an employee, agent or co-venturer of, or in any
fiduciary or trustee relationship with, any member of COMPANY GROUP. None of
CONTRACTOR, SUBCONTRACTOR or any PERSONNEL shall be authorised to
commit COMPANY to any binding legal obligation.
13.
PERSONNEL
13.1
CONTRACTOR shall provide sufficient PERSONNEL at all times to ensure

performance of the WORK in accordance with the CONTRACT.
13.2
CONTRACTOR shall procure that the PERSONNEL perform the WORK: (a) in
compliance with LEGISLATION and the terms and conditions of the CONTRACT
applicable to them; (b) in accordance with internationally recognised good oilfield
practices and standards; (c) with all due skill, care, diligence, prudence, foresight and
operating practice which would reasonably and ordinarily be expected from a reputable
person experienced in the types of work to be carried out under the CONTRACT; and
(d) to the reasonable satisfaction of COMPANY.
13.3
All PERSONNEL employed on the WORK shall be properly qualified and have the
skills and experience appropriate to their respective roles. CONTRACTOR shall
ensure that any written or oral representations and facts relating to the PERSONNEL
are, and shall remain, materially correct for the duration of the CONTRACT and that all
15

SUBJECT TO CONTRACT
qualifications, skills and experience have been checked and found to be correct by
CONTRACTOR.
Upon demand by COMPANY, CONTRACTOR shall show
satisfactory proof of the qualifications and experience of any PERSONNEL.
13.4
CONTRACTOR shall not remove any PERSONNEL from the WORK or from being
involved in performing the WORK or divert any key supervisory, technical or
management
personnel
assigned
to
the
WORK
without
COMPANY
REPRESENTATIVES prior consent.
13.5
CONTRACTOR shall procure that the PERSONNEL work: (a) the hours set out in
Section 4 Compensation or if no hours are specified, the same working hours as
apply to the location where the WORK is to be performed or otherwise as advised in
writing by COMPANY; and (b) except where prohibited by LEGISLATION, such hours
in excess of normal working hours as COMPANY may reasonably request from time to
time.
13.6
CONTRACTOR shall remove any PERSONNEL whose presence is regarded by

COMPANY as detrimental to COMPANYS interests at any WORK SITE. Such
PERSONNEL shall not again be involved in performing the WORK without COMPANY
REPRESENTATIVES prior consent. Any PERSONNEL so removed from the WORK
SITE shall be replaced by CONTRACTOR within twenty-four (24) hours by other
suitably qualified, skilled and experienced PERSONNEL as approved by COMPANY
REPRESENTATIVE. CONTRACTOR shall not be entitled to any compensation in
connection with the removal and replacement of such PERSONNEL.
13.7
CONTRACTOR shall be solely responsible for and shall meet all costs incurred in
connection with the employment and/or engagement and administration of
PERSONNEL, local or otherwise, together with all necessary and routine medical
examinations, inoculations, skills training, safety training and all other matters relating
thereto, including making all travel arrangements (including reservations, onshore
transport, lodging, maintenance and other necessary administrative and logistical
requirements), obtaining all necessary passports, work permits and visas (and
renewals thereof) in accordance with the requirements of LEGISLATION.
CONTRACTOR shall maintain full and up to date records for all PERSONNEL and
shall make such records available to COMPANY on request. Under no circumstances
shall any PERSONNEL be deemed to be employees of COMPANY GROUP.
13.8
CONTRACTOR shall promptly pay directly to the appropriate AUTHORITY all taxes,
levies and assessments imposed on CONTRACTOR and its PERSONNEL by any
AUTHORITY (including but not limited to compensating and personal income taxes,
and CONTRACTOR license or business privilege taxes if applicable) and
CONTRACTOR shall be responsible for, indemnify, defend and hold COMPANY
GROUP harmless from and against all CLAIMS for or on account of any payment
made to or earned by CONTRACTOR or its SUBCONTRACTORS in respect of the
WORK.
14.
TRANSPORTATION
The obligations of COMPANY in relation to onshore or offshore transportation, as
applicable, for PERSONNEL and EQUIPMENT AND MATERIALS are set out in
16

SUBJECT TO CONTRACT
15.
COMPANY PROVIDED ITEMS
15.1
Any item of property including equipment, plant, machinery or apparatus provided by

COMPANY to any member of CONTRACTOR GROUP for the performance of the
WORK shall: (a) be and remain the property of COMPANY GROUP; (b) be clearly
identified and marked by CONTRACTOR as the property of BG Group or in such
other manner as COMPANY may require; and (c) be separately stored, safeguarded
and maintained in good working order and condition by CONTRACTOR, and
CONTRACTOR shall keep all records as COMPANY may require in respect of such
item.
15.2
Except to the extent of any fair wear and tear, CONTRACTOR shall reimburse
COMPANY in respect of any loss of or damage to any item provided pursuant to
Clause 15.1 which occurs whilst such item is in the custody or control of any member
of CONTRACTOR GROUP.
15.3
Following a request from COMPANY in respect of any item provided by COMPANY

pursuant to Clause 15.1, CONTRACTOR shall forthwith return any such item to
COMPANY provided that the item is no longer required for the performance of the
WORK.
16.
QUALITY ASSURANCE
16.1
CONTRACTOR shall have a quality plan to demonstrate how the quality of its activities
will be assured through all stages of the WORK and shall, and shall procure that its
SUBCONTRACTORS, comply with such plan.
16.2
The quality plan shall comply with internationally recognised good oilfield practices and
standards and the quality assurance requirements of COMPANY (if any) as set out in
16.3
CONTRACTOR shall allow COMPANY REPRESENTATIVE (or any persons

authorised by COMPANY REPRESENTATIVE) unrestricted access to inspect and
audit such plan and compliance therewith.
17.
INSPECTION, MONITORING, EXPEDITING AND TESTING
17.1
CONTRACTOR shall ensure, and to the extent necessary shall procure, that
COMPANY and its authorised representatives shall, on reasonable notice and within
working hours, have the right to access any location where the WORK is being
performed, including facilities or systems, and all related DATA to enable COMPANY to
confirm that the WORK is in compliance with the CONTRACT. This shall include for
the purpose of COMPANY or its authorised representatives inspecting, monitoring,
expediting or testing that the GOODS, the SERVICES or any management,
engineering, design, supervision, EQUIPMENT AND MATERIALS, PERSONNEL,
facilities or any other things whether of a temporary or permanent nature required for
the proper performance of the WORK are in accordance with the CONTRACT.
17.2
CONTRACTOR shall make available, at no extra cost to COMPANY, such equipment,

personnel, DATA and such other tools, instruments, apparatus, facilities, services and
materials as COMPANY or its authorised representatives may reasonably require in
respect of their rights pursuant to Clause 17.1.
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SUBJECT TO CONTRACT
17.3
CONTRACTOR shall on reasonable notice provide, at no extra cost to COMPANY,

original certificates of origin for the GOODS and the EQUIPMENT AND MATERIALS
as may be required by COMPANY or by LEGISLATION.
17.4
Any inspection, monitoring, expediting or testing of the GOODS, the SERVICES or any
management, engineering, design, supervision, EQUIPMENT AND MATERIALS,
PERSONNEL, facilities or any other things whether of a temporary or permanent
nature required for the proper performance of the WORK by COMPANY or its
authorised representatives shall not be interpreted as final acceptance of the WORK,
or relieve CONTRACTOR from any of its obligations under the CONTRACT.
18.
WORK SITE
18.1
CONTRACTOR shall at all times maintain the WORK SITE free of waste material,
rubbish and debris generated by CONTRACTOR GROUP in the performance of the
WORK.
18.2
On completion of the WORK, or any part thereof, CONTRACTOR shall without delay
clear and remove all EQUIPMENT AND MATERIALS and such other equipment and
materials in the custody and control of CONTRACTOR GROUP (other than equipment
and material addressed in Clause 18.3) including waste materials, rubbish and debris,
thereby leaving the WORK SITE in a clean, tidy and safe condition. Nothing contained
herein shall oblige CONTRACTOR to dispose of hazardous waste unless expressly
stated otherwise or where required by LEGISLATION.
18.3
Any surplus COMPANY equipment and materials in the possession of CONTRACTOR

on completion of the WORK, or part thereof, shall be disposed of by CONTRACTOR in
accordance with the instructions of COMPANY REPRESENTATIVE.
19.
HEALTH, SAFETY, SECURITY AND ENVIRONMENT
19.1
CONTRACTOR shall take full responsibility for the health, safety, security and
environmental protection of all its operations and methods necessary for the
performance of the WORK and shall have informed itself and be deemed to have
satisfied itself fully as to, and to have made allowances for the requirements of all
policies, procedures and practices in relation to health, safety, security and the
environment as referred to in the CONTRACT.
19.2
CONTRACTOR is required to have and to maintain a management system which must

include an SMS, which demonstrates its commitment to the provision of adequate
health, safety, security and environmental protection for itself, all SUBCONTRACTORS
and PERSONNEL and which must be complimentary to any COMPANY SMS relating
to the WORK SITE. CONTRACTOR shall, on request, provide a copy of such
management system to COMPANY REPRESENTATIVE as evidence of its compliance.
19.3
CONTRACTOR shall comply with, and shall procure that all members of
CONTRACTOR GROUP are aware of and comply with, the provisions of Section 5
Health, Safety, Security and Environment and all LEGISLATION affecting the health
safety, security and environmental aspects of the WORK. In situations where no
LEGISLATION exists, then CONTRACTOR shall adopt, and shall procure that all
SUBCONTRACTORS and PERSONNEL adopt, internationally recognised good oilfield
practices and standards with the aim of improving on performance standards.
19.4
CONTRACTOR shall provide appropriate protective clothing where necessary or as

required by Section 5 Health, Safety, Security and Environment for the protection of
18

SUBJECT TO CONTRACT
the PERSONNEL while carrying out the WORK. The cost to CONTRACTOR of
providing such clothing shall be deemed to be included in the rates and prices set out
in Section 4 Compensation.
19.5
CONTRACTOR agrees that no mobile installation or lifting vessel shall be used by

CONTRACTOR or any SUBCONTRACTOR in connection with the WORK without an
appropriate current safety case (or, if applicable, a combined safety case) being in
place, and that such safety case (or, if applicable, combined safety case) shall have
been approved by the relevant AUTHORITY and shall comply with the requirements of
all LEGISLATION.
19.6
Failure by CONTRACTOR to comply with the preceding provisions of this Clause 19

shall be deemed to be a DEFAULT which cannot be remedied and COMPANY shall be
entitled to terminate the CONTRACT, or part thereof, in accordance with its rights
under Clause 32.1(a).
19.7
If at any time CONTRACTOR determines that the operations at the WORK SITE are
causing or may result in abnormally hazardous conditions, CONTRACTOR shall use all
reasonable endeavours to stop or avoid such hazardous conditions.
19.8
CONTRACTOR shall immediately notify COMPANY of any determination it makes in

accordance with Clause 19.7 and immediately inform COMPANY of each action
CONTRACTOR proposes to take or takes as a result. If COMPANY queries the need
for or sufficiency of any proposed or actual action, the PARTIES shall, without
prejudice to CONTRACTORS rights and obligations under Clause 19.7, immediately
seek to resolve their differences in an expedited manner. If they are unable to do so,
CONTRACTOR shall immediately escalate the matter by contacting the BG Group
Duty Manager on the 24 hour emergency telephone number (+44) 1189 292222, so
that the issue may be resolved to CONTRACTORS reasonable satisfaction without
delay.
20.
LICENCES AND PERMITS
20.1
CONTRACTOR shall obtain and maintain, at its own risk and expense, such
authorisations, permits, and licences as may be necessary for the performance of the
WORK and which are required to be obtained and maintained in CONTRACTORS
name.
20.2
COMPANY shall, if so requested in writing by CONTRACTOR, use reasonable

endeavours to assist CONTRACTOR to obtain and maintain the said authorisations,
permits, and licences.
20.3
CONTRACTOR shall, if so requested in writing by COMPANY, use all reasonable

endeavours to transfer all such authorisations, permits, and licences as it may have
obtained in connection with the performance of the WORK into COMPANYS name.
20.4
COMPANY shall obtain and maintain at its expense, all authorisations, permits, and
licenses as may be necessary for the performance of the WORK and which are
required to be obtained and maintained in COMPANYS name.
21.
PERMIT TO WORK
CONTRACTOR shall familiarise itself and the PERSONNEL with COMPANYS
prevailing permit to work system and procedures pertaining to each WORK SITE and
19

SUBJECT TO CONTRACT
shall procure that, prior to commencing the WORK, all PERSONNEL have the
appropriate permits to work.
22.
LOCAL CONTENT
To the extent expressly set out in Section 3 Scope of Work, CONTRACTOR shall
give preference to goods, materials, equipment, consumables and the like that are
manufactured or available in the COUNTRY OF OPERATION, provided that their
technical specifications, availability, prices, and time of delivery are comparable to
those available in the international market.
23.
PAYMENT AND INVOICING
23.1
For the performance and completion of the WORK as required in accordance with the
CONTRACT, COMPANY shall pay or cause to be paid to CONTRACTOR the
compensation set out in Section 4 Compensation at the times and in the manner set
out therein and in this Clause 23.
23.2
Except where it is expressly provided that COMPANY shall carry out an obligation
under the CONTRACT at its own cost, all things to be supplied or performed by
CONTRACTOR under the CONTRACT shall be deemed to be included in the rates
and prices set out in Section 4 Compensation.
23.3
CONTRACTOR shall take into account in its rates and prices for the WORK all
TAXATION except for such VAT as stated pursuant to Clause 26.7 to be payable by
COMPANY in addition to the consideration due under the CONTRACT.
23.4
Within thirty (30) days from the end of each calendar month following commencement
of the WORK (the month in question) or, in the case of a lump sum payment, such
other invoice period specified in Section 4 Compensation, CONTRACTOR shall
submit to COMPANY a single invoice for the value ascertained in accordance with
same for the WORK completed to the reasonable satisfaction of COMPANY during the
month in question. The invoice shall be broken down into individual items in such
detail as to enable COMPANY to calculate how the total value of the invoice has been
reached and shall contain such further information as specified in Section 4
Compensation or which COMPANY may otherwise request. VAT chargeable in
respect of the WORK performed by CONTRACTOR under the CONTRACT (if
applicable) shall be itemised separately. Incomplete or incorrectly raised invoices will
be returned to CONTRACTOR unactioned.
23.5
Each invoice shall quote the CONTRACT reference number and title and shall be
forwarded, together with adequate supporting documentation, including the original or
certified copy time sheets, to the person and address as set out in Exhibit A to Section
1 Form of Agreement.
23.6
COMPANY shall pay or cause to be paid the due amount within forty-two (42) days
after the date of COMPANYS receipt of properly submitted and supported invoices in
compliance with the requirements of this Clause 23, provided the payment shall only be
made or caused to be made in respect of WORK provided in accordance with the
CONTRACT. COMPANY will make payment in the currency as stated in Exhibit A to
Section 1 Form of Agreement.
23.7
If COMPANY disputes any item in any invoice, in whole or in part, then COMPANY
shall be liable under Clause 23.6 to pay only the undisputed portion of such invoice
until such time as COMPANY and CONTRACTOR have reached agreement as to what
20

SUBJECT TO CONTRACT
payment, if any, is due or what other action will be taken by COMPANY in respect of
the disputed amount. COMPANY shall promptly notify CONTRACTOR of any such
disputed amount.
COMPANY and CONTRACTOR shall endeavour to settle
expeditiously and in good faith, at the earliest possible date, any such dispute and any
agreed adjustment and subsequent payment shall be made promptly following the date
of such settlement.
23.8
CONTRACTORS entitlement to reimbursement of expenses incurred in connection

with the WORK shall be as specified in Section 4 Compensation and shall be subject
to approval by COMPANY. Approval shall be subject to CONTRACTOR providing
evidence of such expenses to the reasonable satisfaction of COMPANY.
23.9
If COMPANY fails to make payment of any amounts properly due to CONTRACTOR in

accordance with this Clause 23 within forty-two (42) days of receipt of an invoice
prepared and submitted in accordance with this Clause 23, CONTRACTOR shall be
entitled to claim interest on the amount outstanding at the rate of two percent (2%) per
annum over the British Banking Association (BBA) three (3) months USD LIBOR rate
currently in force as published daily by the BBA (www.bbalibor.com) from the date
payment was due until the date paid by COMPANY, which the PARTIES agree is a
substantial remedy.
23.10
All outstanding invoices in respect of monies due to CONTRACTOR in connection with

the CONTRACT must be submitted to COMPANY within ninety (90) days from the
earlier of completion of the WORK or expiry or termination of the CONTRACT.
23.11
COMPANY shall be entitled to set-off against amounts payable to CONTRACTOR

under the CONTRACT any sums owed to COMPANY by CONTRACTOR GROUP on
any account and howsoever arising.
24.
LIABILITIES AND INDEMNITIES
24.1
CONTRACTORS People/Property Indemnity

GROUP harmless from and against all CLAIMS in respect of:
(a)
injury to or sickness, disease or death of any person in CONTRACTOR GROUP,

including PERSONNEL; and
(b)
subject to Clause 24.7, loss of or damage to the property of CONTRACTOR

GROUP, including EQUIPMENT AND MATERIALS, and the raising, removal,
destruction, lighting or marking of any wreck or debris of such property,
arising out of or in connection with the CONTRACT.
24.2
COMPANYS People/Property Indemnity

COMPANY shall be responsible for, indemnify, defend and hold CONTRACTOR
GROUP harmless from and against all CLAIMS in respect of:
(a)
injury to or sickness, disease or death of any person in COMPANY GROUP,

excluding PERSONNEL; and
21

SUBJECT TO CONTRACT
(b)
loss of or damage to the property of COMPANY GROUP, excluding EQUIPMENT

AND MATERIALS, and the raising, removal, destruction, lighting or marking of
any wreck or debris of such property,
Nothing in Clause 24.2(b) will limit, and the provisions of Clause 24.2(b) shall not apply
to the extent of, CONTRACTORS liability under Clauses 8.2.2 (Free Issue Materials),
8.7.3 (Title and Risk) or 15.2 (Company Provided Items).
24.3
CONTRACTORS THIRD PARTY Indemnity

Subject to Clause 24.6, CONTRACTOR shall be responsible for, indemnify, defend and
hold COMPANY GROUP harmless from and against all CLAIMS in respect of:
(a)
injury to or sickness, disease or death of any THIRD PARTY; and
(b)
loss of or damage to the property of any THIRD PARTY,

arising out of or in connection with the CONTRACT and to the extent caused by
the negligence or breach of duty (statutory or otherwise) of CONTRACTOR
GROUP.
24.4
COMPANYS THIRD PARTY Indemnity

Subject to Clause 24.5, COMPANY shall be responsible for, indemnify, defend and
hold CONTRACTOR GROUP harmless from and against all CLAIMS in respect of:
(a)
injury to or sickness, disease or death of any THIRD PARTY; and
(b)
loss of or damage to the property of any THIRD PARTY,

arising out of or in connection with the CONTRACT and to the extent caused by
the negligence or breach of duty (statutory or otherwise) of COMPANY GROUP.
24.5
CONTRACTORS Pollution Indemnity

Notwithstanding Clause 24.4 and except as provided by Clause 24.2, CONTRACTOR
shall be responsible for, indemnify, defend and hold COMPANY GROUP harmless
from and against all CLAIMS arising from pollution and/or contamination:
(a)
occurring on or originating from the premises of CONTRACTOR GROUP;
(b)
subject to Clause 24.6(b), originating from the property of CONTRACTOR

GROUP, including EQUIPMENT AND MATERIALS; or
(c)
originating from spills of fuels, lubricants, motor oils, pipe dope, paint, solvents,
ballast, bilge and garbage, debris or any other substances in CONTRACTOR
GROUPS possession or control,
24.6
COMPANYS Pollution Indemnity

Notwithstanding Clause 24.3 and except as provided by Clauses 24.1 and 24.5,
22

SUBJECT TO CONTRACT
GROUP harmless from and against all CLAIMS arising from pollution and/or
contamination originating from:
(a)
the reservoir or property of COMPANY GROUP; or
(b)
the property of CONTRACTOR GROUP, including EQUIPMENT

MATERIALS, located below the surface of land or water at a wellsite,
AND

24.7
CONTRACTORS In-Hole Equipment

Notwithstanding Clause 24.1(b), COMPANY shall reimburse CONTRACTOR in respect
of loss of or damage to CONTRACTOR GROUPS equipment which occurs whilst inhole below the rotary table other than caused by normal wear and tear or the
negligence or breach of duty (statutory or otherwise) of CONTRACTOR GROUP.
COMPANYS liability for such loss or damage shall, subject to the relevant provisions
of Section 4 Compensation, be either the actual repair or replacement cost,
whichever is the lesser, as substantiated by CONTRACTOR to COMPANY.
Nothing in this Clause 24.7 will limit CONTRACTORS obligation: (a) to provide
equipment which is in good working order; or (b) to provide such equipment as and
when reasonably required by COMPANY.
24.8
COMPANYS Other Liabilities

Subject to Clauses 24.1 and 24.5, but notwithstanding any provisions to the contrary
elsewhere in the CONTRACT, COMPANY shall be responsible for, indemnify, defend
and hold CONTRACTOR GROUP harmless from and against all CLAIMS resulting
from:
(a)
loss or damage to any well or hole;
(b)
blowout, fire, explosion, cratering or any uncontrolled well condition (including the
costs to control a wild well and the removal of debris);
(c)
damage to any reservoir, geological formation or underground strata or the loss

of oil or gas therefrom; or
(d)
the use of radioactive sources whilst in-hole below the rotary table and any
contamination arising therefrom (including retrieval and/or containment and clean
up),
24.9
Consequential Loss
Notwithstanding any provisions to the contrary elsewhere in the CONTRACT and
except to the extent of any agreed liquidated damages provided for in the CONTRACT:
(a)

GROUP harmless from and against COMPANY GROUPS own
CONSEQUENTIAL LOSS arising out of or in connection with the CONTRACT;
and
23

SUBJECT TO CONTRACT
(b)
24.10

GROUP harmless from and against CONTRACTOR GROUPS own
CONSEQUENTIAL LOSS arising out of or in connection with the CONTRACT.
Application of Exclusions and Indemnities

All exclusions and indemnities given pursuant to this Clause 24 (except for those under
Clauses 24.3 and 24.4) shall apply irrespective of cause and notwithstanding the
negligence or breach of duty (statutory or otherwise) of the indemnified party or any
other person and shall apply irrespective of any claim in contract, tort or otherwise at
law.
24.11
Claims Procedure
24.11.1 Notice
If either PARTY becomes aware of any matter that may give rise to a CLAIM
against the other under the indemnities in this Clause 24, the relevant PARTY
will give notice of that fact as soon as reasonably practicable to the PARTY
giving the indemnity (INDEMNIFYING PARTY).
24.11.2 Investigation by Indemnifying Party
(a)
Without prejudice to the validity of the CLAIM or alleged CLAIM in

question, a PARTY seeking to rely on an indemnity (CLAIMING
PARTY) will allow the INDEMNIFYING PARTY (at its own cost) and
its technical and professional advisers to fully investigate the matter
or circumstance alleged to give rise to the CLAIM.
(b)
The CLAIMING PARTY shall give and shall procure that its
AFFILIATES, CO-VENTURERS, contractors and subcontractors (of
any tier), as applicable (GROUP MEMBERS) give, subject to them
being paid all reasonable costs and expenses, all information and
assistance including access to premises and personnel, and the right
to examine and copy or photograph any equipment, accounts,
documents and records as the INDEMNIFYING PARTY or its
technical or professional advisers may reasonably request.
(c)
This Clause 24.11.2 does not entitle the INDEMNIFYING PARTY to

information which is or would be legally privileged and the CLAIMING
PARTY is not obliged to provide any commercially sensitive data of it
or its GROUP MEMBERS unless such data is essential to determine
the CLAIM.
24.11.3 Third Party Claims

If the CLAIM in question is a result of or in connection with a CLAIM by or
liability to an INDEMNIFIED THIRD PARTY or a THIRD PARTY then:
(a)
The CLAIMING PARTY shall consult with the INDEMNIFYING

PARTY and shall fully investigate the CLAIM;
(b)
The CLAIMING PARTY shall give and shall procure that its GROUP
MEMBERS give, subject to their being paid all reasonable costs and
expenses, all information and assistance (including access to
24

SUBJECT TO CONTRACT
premises and personnel and the right to copy, photograph or
photocopy, any assets, accounts, documents or records) reasonably
required by the INDEMNIFYING PARTY and its advisers to
investigate the CLAIM;
(c)
No admission of liability shall be made by or on behalf of the

CLAIMING PARTY or any of its GROUP MEMBERS and the CLAIM
shall not be compromised, disposed of or settled without the consent
of the INDEMNIFYING PARTY (such consent not to be unreasonably
withheld or delayed);
(d)
The CLAIMING PARTY shall take such action as the INDEMNIFYING

PARTY may reasonably request to avoid, dispute, resist, compromise
or defend the CLAIM or to transfer conduct of the CLAIM to the
INDEMNIFYING PARTY; and
(e)
Notwithstanding anything to the contrary, the INDEMNIFYING

PARTY shall only indemnify the CLAIMING PARTY for the costs
reasonably incurred by the CLAIMING PARTY or any of its GROUP
MEMBERS in taking such action provided that the INDEMNIFYING
PARTY is consulted as to the proposed course of action and the
professional advisers to be used, before such costs are incurred, and
is thereafter provided with regular progress reports and updates of
costs incurred.
24.11.4 Damage and Accident Report

CONTRACTOR must immediately report to COMPANY and, if such report is
given orally, confirm in writing to COMPANY within one (1) working day: (a) all
loss or damage to any equipment or COMPANY provided items, including any
items provided pursuant to Clauses 8.2.1 (Free Issue Materials) or 15.1
(Company Provided Items), or property of third parties; (b) all accidents,
injuries or death of any person; and (c) all reportable incidents under
LEGISLATION, and CONTRACTOR will in the report or as soon as
reasonably practicable thereafter notify COMPANY of the cause or causes,
nature and extent of such loss, damage, accident, injury, death or incident and
of the steps that CONTRACTOR has or will be taking to deal with them. In
addition, CONTRACTOR will permit COMPANY and its representatives to
participate in any investigation into any of the above and (in any event)
provide COMPANY with a full report of the investigations findings, together
with any follow-up or additional reports.
25.
INSURANCE
25.1
CONTRACTOR shall insure its obligations arising under the CONTRACT and shall
effect and maintain and shall procure that its SUBCONTRACTORS effect and maintain
throughout the continuance of the CONTRACT, insurance policies which shall include
the minimum types and amounts specified in Clause 25.6. All insurance shall be
placed with reputable and substantial insurers and CONTRACTOR shall bear all
excesses, deductibles or franchises incorporated therein.
25.2
Except where current certificates have already been provided, CONTRACTOR shall at
the EFFECTIVE DATE provide COMPANY with evidence of insurance in the form of
certificates of insurance on industry standard forms. Updated certificates will be
provided on the renewal anniversary of all insurance policies required hereunder.
25

SUBJECT TO CONTRACT
Failure to provide such certificates may be taken by COMPANY as evidence that
CONTRACTOR has failed to meet its obligations to provide the required insurance
cover under the CONTRACT. CONTRACTOR shall provide any other relevant
information in respect of such insurances as COMPANY may reasonably require.
25.3
Where possible, the insurance set out in Clause 25.6 shall provide that COMPANY and
CONTRACTOR shall be given not less than thirty (30) days notice of cancellation or
material change to cover. Notwithstanding the foregoing, CONTRACTOR shall give
immediate notice to COMPANY in the event of cancellation or material change
affecting COMPANYS or any insured partys interest in respect of the insurance set
out in Clause 25.6.
25.4
If any policy is cancelled or if there is a material change which may affect COMPANYS
interest or if CONTRACTOR fails to effect or maintain any policy which is required in
relation to the WORK, COMPANY may at its sole discretion effect and maintain any
such insurance as COMPANY considers necessary and recover the cost from
CONTRACTOR.
Such cost shall become immediately due and payable by
CONTRACTOR. COMPANY may deduct the amount due from any monies due, or
which may become due to CONTRACTOR, or may recover the same as a debt from
CONTRACTOR, by action at law or otherwise. The decision by COMPANY to effect
and maintain any such insurance as COMPANY considers necessary is without
prejudice to COMPANYS right to demand that CONTRACTOR take the necessary
steps to ensure that insurances are in place which are compliant with the CONTRACT.
25.5
All insurance policies which CONTRACTOR is required to effect and maintain in

relation to the WORK shall contain an agreement from the insurers to waive all rights of
recourse, including in particular and without limitation, subrogation against COMPANY
GROUP.
25.6
The insurances required to be effected and maintained pursuant to this Clause 25 are:
25.6.1
Employers Liability, Workmens Compensation and Occupational Disease

Insurance or insurance of a comparable nature to the full extent required by
LEGISLATION or the applicable laws of the jurisdiction where contracts of
employment for any of CONTRACTORS personnel are made, or expressed to
be made. Such insurance shall contain an indemnity to principals clause;
25.6.2
Comprehensive General Liability Insurance with a combined bodily injury and

property damage limit of not less than ten million United States dollars
($10,000,000) or equivalent per occurrence or series of occurrences arising
from the one event. Such insurance shall contain an indemnity to principals
clause;
25.6.3
Motor Vehicle Liability Insurance, in an amount of not less than one million
United States dollars ($1,000,000) for any one occurrence for damage to
property and death of or injury to persons, or such greater amount as required
by LEGISLATION,
AND WHERE APPLICABLE:
25.6.4
Hull and Machinery Insurance, covering loss of or damage to vessels, rigs

and/or jack up barges including but not limited to loss or damage arising from
helicopter operations, war risks, riots, strikes and civil commotion in amounts
of not less than the market value of each vessel, rig and/or jack up barge
owned, hired, leased, chartered or otherwise provided by CONTRACTOR
26

SUBJECT TO CONTRACT
GROUP and used in connection with the CONTRACT. Such insurance shall
name COMPANY GROUP as an additional insured in respect of its separate
rights and interests in the relevant insured property;
25.6.5
Protection and Indemnity (P&I) Insurance equivalent to United Kingdom

Mutual Steamship Association (Bermuda) Ltd rules, including collision liability
and sistership clauses, removal of wrecks and debris and towers liability, with
limits of not less than fifty million United States dollars ($50,000,000) in
respect of each vessel, rig and/or jack-up barge owned, hired, leased,
chartered or otherwise provided by CONTRACTOR GROUP and used in
connection with the CONTRACT. Such insurance shall name COMPANY
GROUP as a co-insured in respect of its separate rights and interests in the
subject matter of the insurance;
25.6.6
Aviation Liability Insurance which shall cover aircraft (including helicopters)

owned, hired, leased, chartered or otherwise provided by CONTRACTOR
GROUP and used in connection with the CONTRACT with a combined bodily
injury and property damage limit, including passenger liability of not less than
two hundred and fifty million United States dollars ($250,000,000) or
equivalent per occurrence or series of occurrences arising from the one event.
Such insurance shall name COMPANY GROUP as an additional insured in
respect of its separate rights and interests in the subject matter of the
insurance; and
25.6.7
such other insurances as required by any AUTHORITY.
25.7
The provisions of this Clause 25, including any failure by CONTRACTOR to comply
therewith, shall not relieve CONTRACTOR from any of its obligations, nor limit
CONTRACTORS liability, under the CONTRACT.
26.
TAXATION
26.1
CONTRACTOR shall, and shall procure that SUBCONTRACTORS shall, comply with
all LEGISLATION concerning all company or permanent establishment office
TAXATION, including administrative and registration requirements, including
maintaining proper accounting records and properly filing all documents required by
LEGISLATION to be filed.
26.2
Subject to Clause 26.7, CONTRACTOR shall be responsible for and shall pay, or shall
procure that any relevant SUBCONTRACTOR is responsible for and shall pay, and
shall indemnify, defend and hold COMPANY GROUP harmless from and against all
TAXATION assessed or imposed on the CONTRACTOR, or SUBCONTRACTORS, in
connection with the CONTRACT, or any CLAIMS in connection with such TAXATION
together with any costs of compliance, costs of proceedings or other expenses.
26.3

GROUP harmless from and against all TAXATION assessed or levied against or on
account of wages, salaries or other emoluments or deemed benefits paid to
PERSONNEL or any other person employed in connection with the CONTRACT, or
any CLAIMS in connection with such TAXATION together with any costs of
compliance, costs of proceedings or other expenses.
26.4
COMPANY may, without liability to CONTRACTOR, or any SUBCONTRACTOR, and

without other notification to CONTRACTOR, or any SUBCONTRACTOR, withhold
sums in respect of TAXATION from payments made by COMPANY to CONTRACTOR
27

SUBJECT TO CONTRACT
to the extent that such withholding may be required by LEGISLATION. Where the
requirement for any withholding is avoided by CONTRACTOR, or any
SUBCONTRACTOR, holding valid documentation, including an exemption certificate,
issued by the relevant TAXATION AUTHORITY it is the duty of CONTRACTOR to
inform COMPANY prior to any payment being made that such documentation is held,
promptly to inform COMPANY of any change to or cancellation of the validity of the
documentation and promptly to provide copies of the documentation and any further
information that may be required by COMPANY to satisfy COMPANY that TAXATION
or amounts in respect of TAXATION are not required to be withheld from any
payments. COMPANY shall proceed to deduct TAXATION or amounts in respect of
TAXATION as required by LEGISLATION until satisfied such withholdings are not
required. CONTRACTOR shall be responsible for, indemnify, defend and hold
COMPANY GROUP harmless from and against all CLAIMS in connection with such
withholding or failure to withhold as may arise due to CONTRACTORS failure to inform
COMPANY of any relevant matter in a timely fashion, together with any costs of
compliance, costs of proceedings or other expenses. COMPANY shall undertake to
provide any certificate of withholding received by it as is required by LEGISLATION.
26.5
CONTRACTOR shall, and shall procure that SUBCONTRACTORS shall, furnish

COMPANY with such information and documentation in relation to CONTRACTORS
activities under the CONTRACT as may be requested by COMPANY for any purpose,
including enabling COMPANY to: (a) fulfil its obligations relating to TAXATION; or (b)
comply with any request by any AUTHORITY; and where such information is not
known to CONTRACTOR or SUBCONTRACTOR, CONTRACTOR shall use its best
endeavours to obtain it or to procure that SUBCONTRACTOR shall obtain it.
26.6
CONTRACTOR shall, and shall procure that SUBCONTRACTOR shall, retain all
information and documentation relating to CONTRACTORS activities under or
pursuant to the CONTRACT as shall enable CONTRACTOR to comply with its
obligations under this Clause 26 or Clause 27.
26.7
26.7.1
COMPANY shall pay to CONTRACTOR in addition to and together with the

consideration due under the CONTRACT, VAT where chargeable by
CONTRACTOR to COMPANY in compliance with applicable LEGISLATION in
the COUNTRY OF OPERATION in respect of goods and services supplied as
part of the WORK properly provided by CONTRACTOR pursuant to the
CONTRACT, provided that CONTRACTOR provides COMPANY with a valid
VAT invoice in its name as required by such LEGISLATION or, if different,
such other documentation as is required to enable a VAT credit to be obtained
by COMPANY in relation to its payment of VAT under the CONTRACT.
CONTRACTOR shall pay to any relevant TAXATION AUTHORITY any
amounts of VAT properly invoiced and received from COMPANY, in
accordance with relevant LEGISLATION.
26.7.2
Notwithstanding Clause 26.7.1, CONTRACTOR shall be solely responsible for

and shall bear and pay for any VAT chargeable: (i) in respect of goods and
services supplied by SUBCONTRACTORS; and/or (ii) on CONTRACTOR
and/or SUBCONTRACTORS in respect of GOODS and/or EQUIPMENT AND
MATERIALS exported, imported and re-exported (as applicable) into or out of
the COUNTRY OF OPERATION for the WORK and shall not invoice
COMPANY for such VAT. Such VAT shall be deemed to be included in the
rates and prices stated in Section 4 Compensation.
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SUBJECT TO CONTRACT
26.8
COMPANY may offset any amounts due from CONTRACTOR under the indemnities at
Clause 26.2, Clause 26.3 and Clause 26.4 from any payments COMPANY is due to
make to CONTRACTOR under the CONTRACT.
26.9
COMPANY shall have no liability to reimburse CONTRACTOR for any amount to the
extent that such amount is eligible for relief, reduction, exemption or recovery by the
actions of CONTRACTOR or any SUBCONTRACTOR.
27.
CUSTOMS AND EXCISE AND OTHER IMPOSTS
27.1
CONTRACTOR shall comply with all relevant LEGISLATION (including in respect of

financial security) in respect of renting, hiring, purchasing, importing, exporting,
delivering or otherwise using the GOODS, equipment or EQUIPMENT AND
MATERIALS in connection with the CONTRACT (including obtaining any governmental
authorisation required for moving such items into and out of any jurisdiction).
27.2
CONTRACTOR shall procure that all GOODS, equipment or EQUIPMENT AND

MATERIALS in connection with the CONTRACT are imported/exported and
documented to enable maximum advantage to be taken of such reliefs, reductions,
exemptions and benefits as may be available in the jurisdiction of the WORK SITE,
including but not limited to bonding. CONTRACTOR shall make use of any available
and applicable duty preference and duty relief programme and shall comply with all
requirements of such programme, including the timely submission of accurate
supporting documentation and re-export of the relevant items if appropriate.
27.3
CONTRACTOR shall provide, or shall procure that SUBCONTRACTOR shall provide,

any and all information (including copies of documentary information) as is necessary
or deemed to be necessary by COMPANY to ensure compliance with all such
LEGISLATION or reliefs, reductions, exemptions and benefits as are referred to in
Clauses 27.1 and 27.2.
27.4
Subject to Clause 26.7, CONTRACTOR shall be responsible for and shall pay and
shall indemnify, defend and hold COMPANY GROUP harmless from and against all
TAXATION assessed or levied on or against it in respect of any of the GOODS,
equipment or EQUIPMENT AND MATERIALS, together with any costs of compliance,
costs of proceedings or other expenses. COMPANY may offset any amounts due from
CONTRACTOR under this indemnity from any payments COMPANY is due to make to
CONTRACTOR under this CONTRACT.
28.
ASSIGNMENT
28.1
CONTRACTOR shall not at any time assign or otherwise transfer its rights and/or
obligations under the CONTRACT in whole or in part without COMPANYS prior
consent.
28.2
COMPANY may at any time assign or otherwise transfer its rights and/or obligations
under the CONTRACT in whole or in part: (a) to a CO-VENTURER or an AFFILIATE of
COMPANY without CONTRACTORS consent; or (b) to a third party with
CONTRACTORS prior consent, such consent not be unreasonably withheld or
delayed.
29.
SUBCONTRACTING
29.1
CONTRACTOR shall not subcontract the whole of the WORK. CONTRACTOR shall
not subcontract any major part of the WORK without COMPANYS prior approval. For
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SUBJECT TO CONTRACT
the purposes of this Clause, major part of the WORK means any part of the WORK
that is critical to the performance of the WORK or which constitutes more than twenty
percent (20%) of the WORK.
29.2
COMPANY shall have the right, but not the obligation, to approve the form of each
SUBCONTRACT, the choice of SUBCONTRACTOR, the part of the WORK included in
the SUBCONTRACT and any other relevant details requested by COMPANY.
29.3
No SUBCONTRACT shall bind or purport to bind COMPANY or the CO-VENTURERS

and CONTRACTOR shall ensure that any SUBCONTRACTOR shall be bound by and
observe the provisions of the CONTRACT in so far as they apply to the
SUBCONTRACT.
29.4
CONTRACTOR shall be responsible for all work, acts, omissions, and defaults of any
SUBCONTRACTOR as fully as if they were work, acts, omissions, or defaults of
CONTRACTOR and shall not change any of the SUBCONTRACTORS, or materially
vary the SUBCONTRACTS, without COMPANYS prior consent.
29.5
CONTRACTOR shall: (a) in respect of any SUBCONTRACTS which have been

executed prior to the EFFECTIVE DATE, use reasonable endeavours to amend such
SUBCONTRACTS so they provide for the matters set out in Clause 29.6; and (b) in
respect of all other SUBCONTRACTS, ensure that they provide for the matters set out
in Clause 29.6.
29.6
Subject to Clause 29.5, each SUBCONTRACT shall provide: (a) that CONTRACTOR is
entitled to assign or otherwise transfer its rights and/or obligations in the
SUBCONTRACT to COMPANY; (b) for insurance to be procured by the
SUBCONTRACTOR in terms consistent with the provisions of Clause 25; (c) for rights
of audit in terms consistent with the provisions of Clause 30 which shall be exercisable
by COMPANY and/or its authorised representatives; (d) for termination by
CONTRACTOR in terms consistent with Clause 32, including for immediate termination
of the SUBCONTRACT, in whole or in part, in the event of termination of all or part of
the CONTRACT; (e) without prejudice to Clause 8.9, for CONTRACTOR to obtain from
SUBCONTRACTORS and to be extended to COMPANY and in COMPANYS name,
warranties with respect to the design, materials and workmanship of the GOODS which
shall continue in effect throughout the WARRANTY PERIOD or the maximum period
which can be obtained from the relevant SUBCONTRACTOR; and (f) for obligations
equivalent to those in Clauses 17 (Inspection, Monitoring, Expediting and Testing), 19
(Health, Safety, Security and Environment), 34 (Intellectual Property), 35 (Compliance
with Legislation), 36 (Business Principles), 37 (Agents and Intermediaries), 38 (AntiCorruption Obligations), 39 (Confidentiality), 40 (Publicity) and 42 (Digital Security).
29.7
In respect of the part of the WORK performed by any SUBCONTRACTOR, if such

SUBCONTRACTOR has undertaken towards CONTRACTOR any continuing
obligation, CONTRACTOR shall, at the completion of the WORK, notify COMPANY of
the continuing obligation and, at the request of COMPANY, shall assign to COMPANY
the benefit of that obligation for its unexpired duration.
29.8
COMPANY may notify CONTRACTOR in writing that it requires CONTRACTOR to

assign or otherwise transfer its rights and/or obligations in any of the
SUBCONTRACTS to COMPANY. Following receipt of such notice, CONTRACTOR
shall forthwith assign or otherwise transfer such rights and/or obligations to
COMPANY.
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SUBJECT TO CONTRACT
30.
AUDIT RIGHTS
30.1
CONTRACTOR shall keep full and complete accounts and records in connection with
the CONTRACT. All accounts shall be prepared in accordance with LEGISLATION
and generally accepted accounting principles.
30.2
COMPANY and/or its authorised representatives shall have the right at their own
expense to inspect and audit any of CONTRACTORS accounts and records, including
data stored on computers, books, personnel records (to the extent permitted by
LEGISLATION), accounts, correspondence, memoranda, receipts, vouchers and other
papers of every kind in connection with the WORK and all transactions related thereto
as may be necessary in the reasonable opinion of COMPANY to verify that the
requirements of the CONTRACT are being and have been met and shall have access
to all information relating to the rates and prices as may reasonably be required to
verify payments made to or by CONTRACTOR under or in connection with the
CONTRACT. Except where expressly otherwise agreed in Section 4 Compensation,
such right of inspection and audit shall not extend to investigation of the make-up of
any agreed fixed unit rates, lump sums or percentage mark-ups.
30.3
CONTRACTOR shall cooperate fully in the conduct of such inspections and audits and
COMPANY and its authorised representatives shall have the right to reproduce and
retain copies of any of the records specified in this Clause 30. Any amounts found as a
result of such inspections and audits to have been overcharged by CONTRACTOR
shall be repayable to COMPANY. Such payment shall be made within forty-two (42)
days from receipt of an invoice from COMPANY.
31.
SUSPENSION
31.1
COMPANY shall have the right, by notice to CONTRACTOR (or, in the case of Clause
31.1(c), by verbal instruction followed up forthwith by notice), to suspend the WORK, or
part thereof, to the extent detailed in the notice, for any of the following reasons: (a) in
the event of a DEFAULT which cannot be remedied; (b) subject to Clause 31.3, in the
event of a DEFAULT which is capable of remedy; (c) in the event that suspension is
necessary for the proper performance or safety of the WORK, or the safety of persons;
or (d) to suit the convenience of COMPANY. Notwithstanding the foregoing, where any
suspension pursuant to Clause 31.1(c) is as the result of any act, error or omission of
CONTRACTOR GROUP, the WORK shall be deemed to be suspended in accordance
with Clause 31.1(a).
31.2
Upon receipt of any such notice (or, in the case of Clause 31.1(c), verbal instruction),
CONTRACTOR shall, unless instructed otherwise: (a) discontinue the WORK, or the
part thereof, detailed in the notice, on the date and to the extent specified; and (b)
secure and protect the WORK, or part thereof, as required by COMPANY.
31.3
In the event of a DEFAULT which is capable of remedy, and before COMPANY issues
a notice to suspend the WORK, or part thereof, COMPANY shall give notice of the
DEFAULT to CONTRACTOR. Following receipt of such notice, if CONTRACTOR does
not immediately commence and continuously proceed with action satisfactory to
COMPANY to remedy such DEFAULT, and in any event does not remedy the
DEFAULT within seven (7) days, COMPANY may issue a notice of suspension in
accordance with the provisions of Clause 31.1.
31.4
If suspension results other than from DEFAULT, CONTRACTOR shall be entitled to

such remuneration during the period of suspension as expressly set out in Section 4
Compensation.
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SUBJECT TO CONTRACT
31.5
If suspension results from DEFAULT, notwithstanding any other provision of the

CONTRACT to the contrary, CONTRACTOR shall not be entitled to any remuneration
in respect of the period of suspension and any additional costs reasonably incurred by
COMPANY as a direct result of the suspension shall be recoverable by COMPANY
from CONTRACTOR.
31.6
COMPANY may, by further notice, instruct CONTRACTOR to resume the WORK, or

part thereof, to the extent specified and CONTRACTOR shall resume the WORK as
soon as reasonably practicable.
31.7
In the event of any suspension, COMPANY and CONTRACTOR shall meet at not more
than seven (7) day intervals with a view to agreeing a mutually acceptable course of
action during the suspension.
31.8
Without prejudice to any other rights COMPANY may have, if the period of any
suspension, not arising as a result of a DEFAULT, exceeds thirty (30) days, or such
other period as may be mutually agreed, or if arising as a result of a DEFAULT
exceeds seven (7) days, then COMPANY shall: (a) determine the date on which the
WORK shall be resumed; (b) determine that such part of the WORK shall no longer be
required; (c) where such suspension is not as a result of a DEFAULT, be entitled to
terminate the CONTRACT, or part thereof, to suit the convenience of COMPANY in
accordance with Clause 32.2; or (d) where such suspension is as a result of a
DEFAULT, it shall be deemed to be a DEFAULT which cannot be remedied and
COMPANY shall be entitled to terminate the CONTRACT, or part thereof, in
accordance with its rights under Clause 32.1(a).
31.9
Nothing in this Clause 31 shall affect or limit COMPANYS or CONTRACTORS rights

and obligations under Clause 33.
32.
TERMINATION
32.1
COMPANY shall have the right to terminate the CONTRACT, or part thereof, at any
time by notice to CONTRACTOR in any or all of the following circumstances: (a) in the
event of a DEFAULT which cannot be remedied; (b) in the event of a DEFAULT which
is capable of remedy but has not been remedied by CONTRACTOR within seven (7)
days from receipt by CONTRACTOR of a notice from COMPANY detailing such
DEFAULT (a DEFAULT NOTICE), provided that COMPANY may terminate the
CONTRACT, or part thereof, at any time by notice to CONTRACTOR if upon receipt of
the DEFAULT NOTICE, CONTRACTOR does not immediately commence and
thereafter continuously proceed with action satisfactory to COMPANY to remedy such
DEFAULT; or (c) in the event of INSOLVENCY.
32.2
In addition to its rights under Clause 32.1, COMPANY shall have the right by notice to
CONTRACTOR to terminate the CONTRACT, or part thereof, at any time to suit the
convenience of COMPANY.
32.3
In relation to termination under Clause 32.1, COMPANY shall: (a) pay CONTRACTOR,
subject to Clause 23, only for the WORK performed in accordance with the terms of the
CONTRACT prior to the TERMINATION DATE provided that COMPANY has finally
ascertained all costs associated with such termination and such WORK has been
completed to the reasonable satisfaction of COMPANY; and (b) be entitled to recover
from CONTRACTOR any additional costs incurred by COMPANY in having the WORK
completed by others which are in excess of those costs that COMPANY would have
paid CONTRACTOR had the CONTRACT not been terminated, including all costs
reasonably incurred by COMPANY as a result of such termination (ADDITIONAL
32

SUBJECT TO CONTRACT
COSTS). COMPANY shall have the right to recover such ADDITIONAL COSTS either
directly from CONTRACTOR or by deducting such ADDITIONAL COSTS from any
monies due or which become due to CONTRACTOR. CONTRACTORS financial
liability under this Clause 32.3(b) for such ADDITIONAL COSTS shall be limited to a
sum not greater than one hundred and fifty percent (150%) of the PRICE.
32.4
In relation to termination under Clause 32.2, COMPANY shall pay CONTRACTOR,

subject to Clause 23: (a) for the WORK performed in accordance with the terms of the
CONTRACT prior to the TERMINATION DATE provided that such WORK has been
completed to the reasonable satisfaction of COMPANY; and (b) any justifiable direct
costs (subject to audit by COMPANY) incurred by CONTRACTOR in: (i) cancelling or
terminating any SUBCONTRACTS; and (ii) complying with COMPANYS instructions in
regard to such termination.
32.5
If COMPANY terminates the CONTRACT, or part thereof, CONTRACTOR shall: (a)

comply with all COMPANYS reasonable instructions and directions regarding such
termination; (b) immediately discontinue performance of its obligations under the
CONTRACT, or part thereof, and give to COMPANY all drawings, manuals, reports
and other documents (whether or not they are completed) relating to the CONTRACT;
(c) return all items provided by COMPANY, including any items provided pursuant to
Clauses 8.2.1 (Free Issue Materials) or 15.1 (Company Provided Items); (d) allow
COMPANY or its authorised representatives full right of access to the WORK SITE to
take over the WORK and/or take over possession of all EQUIPMENT AND
MATERIALS and/or direction of all PERSONNEL necessary for the completion of the
WORK; (e) take such action as necessary to protect any of the GOODS that
COMPANY shall have paid for, in full or in part, at the TERMINATION DATE but which
have not been delivered and permit or procure permission for COMPANY to enter the
premises of any member of CONTRACTOR GROUP or any other premises, as the
case may be, where such GOODS may be located at the TERMINATION DATE and
permit or procure permission for COMPANY or its authorised representatives to collect
the same; (f) place no further orders or SUBCONTRACTS in connection with the
CONTRACT, except as may be necessary to preserve and protect the WORK already
in progress; (g) assign or otherwise transfer any of CONTRACTORS rights and/or
obligations in any orders or SUBCONTRACTS to COMPANY as required by
COMPANY; and (h) provide to COMPANY an inventory showing the ownership of all
equipment, plant, machinery, apparatus, materials, consumables and supplies
allocated to the CONTRACT including items already delivered in transit or on order
from suppliers or SUBCONTRACTORS.
32.6
COMPANYS rights under this Clause 32 shall apply notwithstanding any other
provisions of the CONTRACT and, except as expressly set out in this Clause 32,
CONTRACTOR shall not be entitled to any further payment following the
TERMINATION DATE.
33.
FORCE MAJEURE
33.1
Neither PARTY shall be responsible for any failure to fulfil any term or condition of the
CONTRACT if and to the extent that fulfilment has been delayed or prevented by a
FORCE MAJEURE EVENT (other than any obligation to make payment when due for
WORK already carried out) provided that the affected PARTY notifies the other PARTY
in accordance with the procedure set out in Clause 33.3. The affected PARTY shall
use all reasonable endeavours to limit the effect of that delay or prevention on the other
PARTY.
33.2
For the purpose of the CONTRACT, FORCE MAJEURE EVENT shall mean:
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SUBJECT TO CONTRACT
33.2.1
riot, war, invasion, act of foreign enemies, hostilities (whether war is declared
or not), acts of terrorism, civil war, rebellion, revolution, insurrection of military
or usurped power;
33.2.2
ionising radiations or contamination by radioactivity from any nuclear fuel or

from any nuclear waste from the combustion of nuclear fuel or radioactive,
toxic, explosive, or other hazardous properties of any explosive nuclear
assembly or nuclear component thereof;
33.2.3
earthquake, flood, fire, explosion, Acts of God and/or other natural physical
disaster; but excluding weather conditions as such, regardless of severity;
33.2.4
strikes at a national or regional level or industrial disputes at a national or

regional level, or strikes or industrial disputes by labour not employed by the
affected PARTY, its subcontractors (of any tier) or it suppliers and which affect
a substantial or essential portion of the WORK;
33.2.5
changes to any LEGISLATION or the introduction of any new LEGISLATION

other than changes to LEGISLATION or new LEGISLATION which could
reasonably have been foreseen at the EFFECTIVE DATE; or
33.2.6
maritime or aviation disasters,

but in each case only to the extent such events are: (a) not within the control
of the PARTY in question; (b) unavoidable notwithstanding the reasonable
care of, or the taking of reasonable steps by the PARTY affected; and (c) are
not the result of any failure of the affected PARTY to perform any of its
obligations under the CONTRACT or any negligence of such PARTY or,
where CONTRACTOR is the affected PARTY, of any SUBCONTRACTORS.
33.3
On the occurrence of a FORCE MAJEURE EVENT, the PARTY that is or may be

thereby delayed in or prevented from performing its obligations under the CONTRACT
shall give notice to the other PARTY without delay, including: (a) full particulars of the
FORCE MAJEURE EVENT; (b) full particulars of the effect of such FORCE MAJEURE
EVENT on that PARTYS ability to perform its obligations under the CONTRACT; (c) an
estimate of the likely duration of the FORCE MAJEURE EVENT; and (d) details of the
corrective measures already undertaken or to be undertaken by the affected PARTY,
and shall use all reasonable endeavours to remedy the situation without delay.
33.4
Following notification of a FORCE MAJEURE EVENT in accordance with Clause 33.1,

the PARTIES shall meet at appropriate intervals to agree on a mutually acceptable
course of action to minimise the impact and effects of the FORCE MAJEURE EVENT
on the PARTIES.
33.5
COMPANY shall be entitled to terminate the CONTRACT, or part thereof, if a FORCE

MAJEURE EVENT prevails for a continuous period of more than thirty (30) days.
33.6
Except as expressly set out in the CONTRACT, neither PARTY shall be liable to the
other for any payment in respect of a FORCE MAJEURE EVENT or where the
CONTRACT, or part thereof, is terminated by COMPANY pursuant to its rights under
Clause 33.5.
34

SUBJECT TO CONTRACT
34.
INTELLECTUAL PROPERTY
34.1
All INTELLECTUAL PROPERTY RIGHTS in all DATA created or supplied by

COMPANY GROUP and appertaining to the WORK shall remain vested in the relevant
member of COMPANY GROUP and the originals and all copies thereof shall be
delivered to the relevant member of COMPANY GROUP on the completion of the
WORK, or part thereof, and CONTRACTOR shall, if required, certify that none have
been retained.
34.2
Subject to Clause 34.3, all DATA and INTELLECTUAL PROPERTY RIGHTS relating to
the WORK created or supplied by CONTRACTOR pursuant to the CONTRACT,
whether fully or partially completed, shall be the property of CONTRACTOR and shall
vest in CONTRACTOR. CONTRACTOR hereby grants to COMPANY GROUP an
irrevocable, non-exclusive, royalty free licence to use such DATA (and any associated
INTELLECTUAL PROPERTY RIGHTS required to use such DATA) in connection with
the operations of COMPANY, its CO-VENTURERS and its and their AFFILIATES.
34.3
All data, test results, charts, and reports of whatever nature in respect of COMPANYS
operations including information on wellbore, production, reservoir, geology and
formations encountered in any well that have been created by CONTRACTOR GROUP
in the performance of the WORK, and any documentation necessary for the quality
certification, operation, use and maintenance of the GOODS, shall be the property of
COMPANY and shall vest in COMPANY with effect from the date of creation. Upon
completion of the WORK (including delivery of the GOODS) or following a request from
COMPANY, and where not already provided, CONTRACTOR shall provide COMPANY
with all such data, test results, charts, reports and documentation in its possession.
34.4
CONTRACTOR shall be responsible for, indemnify defend and hold harmless

COMPANY GROUP from and against any and all CLAIMS in respect of any
INTELLECTUAL PROPERTY RIGHTS asserted by any third party in respect of: (a) any
DATA, EQUIPMENT AND MATERIALS or device used by CONTRACTOR GROUP in
relation to the WORK; or (b) data, test results, charts, reports and other documentation
issued by CONTRACTOR to COMPANY pursuant to Clause 34.3.
35.
COMPLIANCE WITH LEGISLATION
35.1
All costs for compliance with LEGISLATION shall be for the account of
CONTRACTOR, unless otherwise provided in the CONTRACT.
35.2
CONTRACTOR shall not take any action in the name of or on behalf of COMPANY that
would violate any LEGISLATION. CONTRACTOR shall comply with and conduct its
operations in accordance with, and shall procure that all members of CONTRACTOR
GROUP responsible for performing the WORK shall comply with, all LEGISLATION.
35.3
CONTRACTOR shall not under any circumstances apply to, or enter into negotiations,
or agree with any AUTHORITY for acceptance of variations from or revisions to
LEGISLATION without COMPANYS prior consent except to the extent such matters
pertain only to the EQUIPMENT AND MATERIALS and/or the PERSONNEL and do
not and cannot directly or indirectly affect COMPANYS legal obligations, including its
obligations under the CONTRACT.
35.4
If CONTRACTOR or its SUBCONTRACTORS take any action or perform any part of

the WORK contrary to LEGISLATION including any sanction laws, trade, import, antiboycott or export control laws of the United States of America or the European Union,
then CONTRACTOR shall bear any penalties or additional costs resulting from such
35

SUBJECT TO CONTRACT
violation and, notwithstanding any other provision of this CONTRACT to the contrary,
such violation shall be deemed to be a DEFAULT which cannot be remedied and
COMPANY shall be entitled to terminate this CONTRACT, or part thereof, in
accordance with its rights under Clause 32.1(a )
35.5
COMPANY will provide CONTRACTOR upon request with relevant end-use, end-user
and country of end-use information with respect to the goods, services, software or
technology to be provided under the CONTRACT. Based on and in reliance on such
information, CONTRACTOR will provide such goods, services, software or technology
in compliance with applicable trade and customs laws including those of the United
States of America and the European Union. The PARTIES acknowledge that any
change in end-use, end-user or country of end-use may be restricted or prohibited by
applicable export control, trade regulation and customs laws.
36.
BUSINESS PRINCIPLES
36.1
CONTRACTOR shall act, and shall procure that all members of CONTRACTOR
GROUP responsible for performing the WORK are aware of and shall act, in a manner
consistent with the Business Principles set out in Exhibit B, so as to enable COMPANY
to operate in accordance with those principles. CONTRACTOR shall comply with the
procedures for monitoring and reporting compliance set out in Exhibit B.
36.2
CONTRACTOR acknowledges that COMPANY has a reporting policy and facility

respectively called the Speak Up Policy and Speak Up. The Speak Up Policy
requires COMPANYS employees, and encourages others, to report any situation
where there is reason to suspect that there has been a breach, or suspected breach, of
BG Groups Business Principles or other misconduct. Speak Up provides reporting
channels by telephone and internet service (accessed via the BG Group website or
through www.bg-speakup.com) to communicate any concerns confidentially.
CONTRACTOR is entitled to use Speak Up.
37.
AGENTS AND INTERMEDIARIES
37.1
CONTRACTOR represents, warrants and undertakes to COMPANY that it and each of

its AFFILIATES and SUBCONTRACTORS and its and their respective officers,
directors, employees or other representatives have not: (a) used, and will not use, the
services of an agent or intermediary; or (b) made or offered to make, and will not make
any payment or transfer of anything of value directly or indirectly to any agent or
intermediary or to any representative of COMPANY, in connection with
CONTRACTORS prequalification, short listing for, award of, or performance of the
CONTRACT or in connection with any AMENDMENT.
37.2
Breach by CONTRACTOR of Clause 37.1 shall be deemed to be a DEFAULT which

cannot be remedied and COMPANY shall be entitled to terminate the CONTRACT, or
part thereof, in accordance with its rights pursuant to Clause 32.1(a).
38.
ANTI-CORRUPTION OBLIGATIONS
38.1
For the purpose of this Clause the following capitalised words and expressions shall
have the respective meanings ascribed to them as follows:
38.1.1
ADVANTAGE means any financial or other advantage, payment, gift,

promise or transfer of anything of value.
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SUBJECT TO CONTRACT
38.1.2
APPLICABLE CORRUPTION LAW means all of the laws, rules, regulations

and other legally binding measures relating to bribery, corruption, money
laundering, fraud or similar activities: (a) of the COUNTRY OF OPERATION;
and (b) of the country of incorporation of CONTRACTOR and
CONTRACTORS ultimate parent company and of the principal place of
business of such ultimate parent company, together with the provisions of the
United Kingdom Bribery Act 2010 and the United States Foreign Corrupt
Practices Act of 1977, as amended, and the rules and regulations issued
thereunder or, where there is no direct jurisdictional application of either or
both of the Acts, then the principles of the Acts, and where there is a conflict,
the most onerous provision will prevail.
38.1.3
BOOKS AND RECORDS comprise a partys books and records in relation to

the MATTERS including, without limitation, its corporate books, bank
statements, books of account and supporting documentation (including,
without limitation, invoices), whether in paper or other form.
38.1.4
CERTIFICATE OF COMPLIANCE means a written certificate substantially in

the form set out at Exhibit C, signed on behalf of CONTRACTOR by a duly
authorised director or officer who has had direct involvement with or oversight
of the performance of CONTRACTORS obligations under the CONTRACT
confirming compliance by CONTRACTOR, throughout the preceding calendar
year with the representations, warranties and covenants set out in this Clause
38.
38.1.5
CONNECTED PERSON means, in relation to a person, that persons

husband or wife and any other member of that persons immediate family,
including (without limitation) his or her mother, father, child, brother, sister,
grandparent or grandchild and the husband or wife of any such immediate
family member.
38.1.6
MATTERS means those matters which are the subject of the CONTRACT
and matters arising out of or in connection with the CONTRACT.
38.1.7
OFFER means to offer, promise or give, whether directly or indirectly, to

another person (or to agree to do so) and OFFERED will be construed
accordingly.
38.1.8
PUBLIC OFFICIAL means: (a) any officer, employee, director, principal,

consultant, agent, or representative, whether appointed or elected, of any
government (whether Central, Federal, State or Provincial), ministry, body,
department, agency, instrumentality or part thereof, of any public international
organisation, or any state owned or state controlled entity, agency or
enterprise or joint venture/partnership (including a partner or shareholder of
such an enterprise); and (b) any person acting in an official capacity for or on
behalf of: (i) any government, ministry, body, department, agency,
instrumentality or part thereof; or (ii) any public international organisation; or
(iii) any political party or political party official or candidate for office, and for
the purposes of this definition, references to the term public international
organisation includes (without limitation) organisations such as the World
Bank, the International Finance Corporation, the International Monetary Fund
and the Inter-American Development Bank.
38.1.9
REPRESENTATIVES means CONTRACTORS AFFILIATES and its and its

AFFILIATES respective owners, shareholders, officers, directors, employees
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SUBJECT TO CONTRACT
and agents, and any SUBCONTRACTORS or other person(s) acting on
CONTRACTORS behalf.
38.1.10 REQUEST means to request, to agree to receive or to accept.
38.1.11 SERVICE PROVIDERS means SUBCONTRACTORS, consultants,
suppliers, intermediaries and any other person providing services to or acting
on behalf of, CONTRACTOR who are involved in MATTERS.
38.2
Compliance with Corruption Law

38.2.1 CONTRACTOR represents, warrants and covenants that it and its
REPRESENTATIVES: (a) comply with APPLICABLE CORRUPTION LAW with respect
to all MATTERS even if the provisions of APPLICABLE CORRUPTION LAW do not
strictly apply to CONTRACTOR or its REPRESENTATIVES because of their
jurisdictional status and references in this Clause 38 to APPLICABLE CORRUPTION
LAW shall be interpreted accordingly, the remaining provisions of this Clause 38 are
without prejudice to the generality of the foregoing; (b) have not OFFERED and will not
OFFER with respect to any MATTERS any ADVANTAGE to any PUBLIC OFFICIAL
which would violate APPLICABLE CORRUPTION LAW; (c) have not OFFERED and
will not OFFER with respect to any MATTERS any ADVANTAGE to any person or
entity which would violate APPLICABLE CORRUPTION LAW; (d) will not, directly or
through any other person or entity, REQUEST any service, action or inaction by any
other person or entity with respect to any MATTERS which would violate APPLICABLE
CORRUPTION LAW; and (e) will not, directly or indirectly with respect to any
MATTERS REQUEST an ADVANTAGE which would violate APPLICABLE
CORRUPTION LAW.
38.3
Certificate of Compliance
CONTRACTOR represents, warrants and covenants that it will provide COMPANY with
a CERTIFICATE OF COMPLIANCE no later than 31 January of each calendar year
during the term of the CONTRACT.
38.4
Audit Rights
38.4.1 CONTRACTOR represents, warrants and covenants that it and its
AFFILIATES: (a) maintains accurate and complete BOOKS AND RECORDS and
internal controls sufficient and of such quality, consistent with accounting principles and
practices contained in International Financial Reporting Standards so as to permit an
audit of its BOOKS AND RECORDS by an internationally recognised firm of public or
chartered accountants or their equivalent, and which would, following that audit, result
in an unqualified audit opinion and will not maintain any off the book accounts or record
any non existent expenditure nor enter liabilities with incorrect identification of their
object or use false documents; (b) will provide all reasonable assistance to permit
COMPANYS accountant or internationally recognised firm of public or chartered
accountants or other advisors (AUDITOR) to conduct an audit of its BOOKS AND
RECORDS (including without limitation providing copies of documentation when
requested) during normal business hours at CONTRACTORS principal place of
business for the purpose of confirming compliance with this Clause 38; (c) will permit
the AUDITOR reasonable access to its properties, officers, representatives, agents and
employees in order to make reasonable inspection and examination of the business
operations and affairs of CONTRACTOR; and (d) without prejudice to the generality of
the foregoing, use its reasonable endeavours to procure for AUDITOR access to any
third party, or any third partys properties, employees and BOOKS AND RECORDS,
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SUBJECT TO CONTRACT
where such access is reasonably necessary for the purposes of the audit. For the
avoidance of doubt, access includes providing copies of relevant third party
documentation where requested.
38.5
38.6
Connected Persons
38.5.1
CONTRACTOR represents, warrants and covenants that it and its

REPRESENTATIVES have been given adequate training and informed of their
obligations in relation to APPLICABLE CORRUPTION LAW and have in place
adequate policies and procedures in relation to business ethics and conduct
and the reporting, investigating and acting upon of suspected violations of
APPLICABLE CORRUPTION LAW.
38.5.2
CONTRACTOR represents, warrants and covenants that where there exists a

relationship between, on the one hand, (i) it or any of its
REPRESENTATIVES, or any person who is a CONNECTED PERSON of any
of its REPRESENTATIVES, and (ii) any PUBLIC OFFICIAL on the other, and
such relationship may or may reasonably be considered to have an influence
on CONTRACTORS performance of its obligations hereunder or the
performance by the PUBLIC OFFICIAL of his duties, that the fact and nature
of such relationship has been notified to COMPANY prior to the CONTRACT
being entered into.
38.5.3
CONTRACTOR represents, warrants and covenants that it will promptly take

all such steps as may be necessary and/or reasonably requested by
COMPANY which are designed to ensure that such relationship does not give
rise to any conflict of interest or any breach of APPLICABLE CORRUPTION
LAW.
UN Sanctions and Breach

CONTRACTOR represents, warrants and covenants that to the best of its knowledge
and belief neither it nor any of its REPRESENTATIVES or SERVICE PROVIDERS: (a)
appears on any list of entities or individuals debarred from tendering or participating in
any project funded by the World Bank, EBRD or any other multi-lateral or bi-lateral aid
agency; (b) has at any time been found by a court in any jurisdiction to have breached
APPLICABLE CORRUPTION LAW; or (c) has at any time been investigated or is being
investigated or is involved in an investigation (as a witness or possible suspect) or
been suspected in any jurisdiction of having engaged in any conduct with respect to
MATTERS which would constitute a breach of APPLICABLE CORRUPTION LAW
38.7
Notification
CONTRACTOR represents, warrants and covenants that if at any time it becomes
aware that any of the circumstances set out in Clauses 38.5 and 38.6 are not as it has
confirmed it will notify COMPANY immediately in writing and will promptly take all such
steps as may be necessary and/or requested by COMPANY to ensure minimum
adverse effect on COMPANYS reputation or on the CONTRACT.
38.8
Provision of Information
38.8.1 CONTRACTOR represents, warrants and covenants that it will, if requested in
writing by COMPANY, promptly: (a) provide any information which COMPANY may
reasonably require in order to monitor its compliance with the warranties, covenants
and/or representations contained in this Clause 38; (b) provide, where available,
39

SUBJECT TO CONTRACT
documentation evidencing such compliance; and (c) co-operate with any audit,
inspection or investigation undertaken of, or by or on behalf of, COMPANY and require
the same obligation of the SERVICE PROVIDERS including (without limitation) any
audit, inspection or investigation conducted by or on behalf of any statutory,
governmental or similar agency.
38.9
38.10
Remedies and Termination

38.9.1
Without prejudice to any other express remedies referred to elsewhere in the

CONTRACT or any rights and remedies available at law or in equity, in the
event of a breach of this Clause 38 by CONTRACTOR, COMPANY has the
right to take whatever action it deems appropriate including the right to
terminate the CONTRACT with immediate effect and will not be liable to pay
any compensation to CONTRACTOR for loss of profits or loss of goodwill or
for any other loss or damage howsoever arising as a result of a termination
under this Clause 38.9.1.
38.9.2
Where the CONTRACT is terminated in accordance with Clause 38.9.1,

CONTRACTOR will cease to be entitled to receive any payments which are
due or may otherwise be due under the terms and conditions of the
CONTRACT where to do so would violate any law or regulation to which
COMPANY is subject.
38.9.3
The rights and obligations contained in Clauses 38.4, 38.5 and 38.9 will
survive the termination or expiration of the CONTRACT.
38.9.4
CONTRACTOR indemnifies and holds COMPANY and its AFFILIATES

harmless from and against any and all claims, damages, liabilities, losses,
penalties, fees, costs and expenses arising from or related to, any breach of
this Clause 38.
Service Providers
38.10.1 CONTRACTOR shall require its SERVICE PROVIDERS to act in accordance
with the requirements of this Clause 38 and APPLICABLE CORRUPTION
LAW.
38.10.2 CONTRACTOR will operate a programme of regular assessments of its
SERVICE PROVIDERS to verify that they are complying with their obligations
as set out in Clause 38.10.1 above and retain the right to have an independent
auditor review and verify their compliance.
38.10.3 CONTRACTOR will procure that provisions no less onerous than those set out
in this Clause 38 are incorporated in all tender documentation issued to, and
contracts entered into, with their SERVICE PROVIDERS.
39.
CONFIDENTIALITY
39.1
CONTRACTOR shall keep confidential all TECHNICAL INFORMATION, DATA and

other information relating to the CONTRACT and COMPANYS business and shall not
divulge the same to any third party or use it itself for any purpose except for the
purpose of the WORK without COMPANYS prior consent.
39.2
The provisions of this Clause 39 shall not apply to any TECHNICAL INFORMATION,
DATA or other confidential information that CONTRACTOR can show: (a) is in the
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SUBJECT TO CONTRACT
public domain in substantially the same form and combination as that in which it was
disclosed to CONTRACTOR (other than as a result of a breach of the CONTRACT); (b)
is or was lawfully received from a third party not under an obligation of confidentiality
with respect thereto; (c) is required to be disclosed under operation of law, by court
order or by a regulatory body of competent jurisdiction (but then only to the extent and
for the purpose of the required disclosure); (d) is approved for disclosure in writing by
COMPANY; or (d) was developed independently of and without reference to
confidential information disclosed by COMPANY, provided always that with respect to
this Clause 39.2 CONTRACTOR shall provide COMPANY with as much written notice
as is reasonable and lawful in the circumstances specifying details of the exception to
be relied upon and the information concerned.
39.3
CONTRACTOR shall be entitled to disclose COMPANYS confidential information to its

PERSONNEL and professional advisors who have a need to know the same in
connection with the WORK, provided that CONTRACTOR shall ensure that such
persons are aware of and, shall procure that such persons comply with, the obligations
of confidentiality set out in this Clause 39.
39.4
The provisions of this Clause 39 (and their requirement for consent) shall not prevent
CONTRACTOR from making any announcement or disclosure required by the binding
rules of any relevant stock exchange, regulator or other competent body, provided that
CONTRACTOR shall use reasonable endeavours to agree such announcement or
disclosure with COMPANY in advance of its publication if it is lawful to do so (such
agreement not to be unreasonably withheld or delayed) or, if this is not possible, shall
give COMPANY as much notice of the announcement or disclosure as is lawful and
reasonable in the circumstances.
39.5
All information provided by CONTRACTOR which CONTRACTOR wishes to remain

confidential shall be clearly marked as being confidential but no markings shall be
required for CONTRACTORS pricing and trade secrets. In respect of such confidential
information, COMPANY shall be entitled to: (a) disclose to and authorise use by the
COMPANY GROUP; (b) disclose pursuant to any statutory or other legal requirement
or the requirements of any AUTHORITY; and (c) subject to CONTRACTORS consent
which shall not be unreasonably withheld or delayed, to use and disclose any such
confidential information to THIRD PARTIES to the extent necessary for the execution
and maintenance of the operations in connection with which the WORK is to be
performed. With the above exceptions COMPANY will use reasonable endeavours to
protect the confidentiality of such information.
40.
PUBLICITY
CONTRACTOR shall obtain COMPANYS consent prior to the disclosure by
CONTRACTOR in any publicity material or other similar communication (verbal or
otherwise) provided or made available by CONTRACTOR to third parties regarding the
CONTRACT, including the naming of any member of COMPANY GROUP as being
connected with the CONTRACT, or the activities of CONTRACTOR GROUP in
connection with the CONTRACT and shall procure that all other members of
CONTRACTOR GROUP comply with this requirement.
41.
DATA PROTECTION
41.1
Both PARTIES shall comply and shall ensure that their respective personnel comply
with the relevant provisions of the Data Protection Act 1998 in connection with their
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SUBJECT TO CONTRACT
41.2
CONTRACTOR warrants that, to the extent it processes any personal data (having the
meaning given to it in the Data Protection Act 1998) on behalf of COMPANY GROUP,
it shall: (a) observe and comply with such of the provisions of the Data Protection Act
1998 as shall apply to any and all personal data which may be disclosed to or acquired
by it as a result of the provision of the WORK; (b) ensure that all such personal data
is only held, used or disclosed for the provision of the WORK and that CONTRACTOR
is authorised under the Data Protection Act 1998 for such purpose; (c) ensure that all
such personal data is adequate, relevant and not excessive in relation to the purposes
for which it is held, used or disclosed, such purpose being necessary for the purposes
of the WORK and, insofar as is practicable, shall ensure that the data is accurate; (d)
exercise appropriate security and other measures to prevent unauthorised access to or
accidental or unauthorised alterations, disclosure, destruction or loss of such personal
data; (e) comply with all instructions of COMPANY in relation to such personal data
and the processing of the same; and (f) not transfer personal data outside the
European Economic Area without COMPANYS prior consent, and where such consent
is given without obtaining the necessary certifications and agreements required by
LEGISLATION.
42.
DIGITAL SECURITY
In connection with the WORK, CONTRACTOR shall implement and maintain, and shall
procure that all other members of CONTRACTOR GROUP are aware of and shall
implement and maintain, a data security policy that protects COMPANYS data and
information technology systems including process control systems, against loss,
destruction, unauthorised disclosure, or other misuse in accordance with any
applicable data protection laws and the highest standards within the offshore oil and
gas industry. Such data security policy shall, as a minimum, be implemented in
accordance with the controls and implementation guidance specified in ISO
17799:2005, including clearly defined security responsibilities, and processes for risk
management, access control and security management.
43.
LIENS, CHARGES AND ENCUMBRANCES
43.1
CONTRACTOR shall protect and hold all property of COMPANY GROUP free from all
liens, charges, or other encumbrances in connection with the WORK.
43.2

GROUP harmless from and against all CLAIMS in respect of liens, charges or other
encumbrances created or asserted by or on behalf of any member of CONTRACTOR
GROUP over the property of COMPANY GROUP in connection with the WORK.
43.3
Upon receipt of a notice from COMPANY, CONTRACTOR shall discharge or cause to

be discharged all liens, charges or other encumbrances attaching to COMPANY
property. COMPANY may withhold payments owed to CONTRACTOR hereunder until
CONTRACTOR provides COMPANY with evidence acceptable to COMPANY of such
discharge
43.4
If CONTRACTOR fails immediately to comply with a notice from COMPANY in

accordance with Clause 43.3, COMPANY may discharge any lien, charge or other
encumbrance and may deduct from payment due to CONTRACTOR or recover by
other means as a debt due from CONTRACTOR all costs and expenses reasonably
incurred in so doing.
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SUBJECT TO CONTRACT
44.
PERFORMANCE SECURITY
44.1
CONTRACTOR shall obtain at CONTRACTORS sole cost and expense and provide to
COMPANY on the EFFECTIVE DATE an Ultimate Holding or Parent Company
Guarantee in the form set out at Exhibit D from an entity which is satisfactory to
COMPANY. COMPANY has no obligation to make any payments under the
CONTRACT until the guarantee is received by COMPANY.
44.2
If the guarantor is not a company incorporated in the United Kingdom, CONTRACTOR

shall at the same time as the guarantee provide COMPANY, if so requested, with a
legal opinion confirming the authority of the guarantor to provide the guarantee and the
enforceability of the guarantee in a form acceptable to COMPANY.
44.3
CONTRACTOR shall provide COMPANY with such financial or other information which
COMPANY may require to satisfy itself that the guarantor is an appropriate entity or
person with sufficient means and capabilities to satisfy the guarantee.
45.
CO-VENTURERS
COMPANY enters into the CONTRACT for itself and as agent for and on behalf of the
CO-VENTURERS. Without prejudice to Clause 46 and notwithstanding the foregoing:
(a) CONTRACTOR agrees to look only to COMPANY for the due performance of the
CONTRACT and nothing contained in the CONTRACT will impose any liability upon, or
entitle CONTRACTOR to commence any proceedings against any of the COVENTURERS; and (b) COMPANY is entitled to enforce the CONTRACT on behalf of
all the CO-VENTURERS as well as for itself. For that purpose COMPANY may
commence proceedings in its own name to enforce all obligations and liabilities of
CONTRACTOR and make any claim which any of the CO-VENTURERS may have
against CONTRACTOR; and (c) all CLAIMS recoverable by COMPANY pursuant to the
CONTRACT or otherwise shall include the CLAIMS of the CO-VENTURERS, provided
that such CLAIMS shall be subject to the same limitations or exclusions of liability as
are applicable to COMPANY or CONTRACTOR under the CONTRACT.
46.
THIRD PARTY RIGHTS
46.1
Subject to Clause 46.2, the PARTIES intend that no provision of the CONTRACT shall,
by virtue of any LEGISLATION, including the Contracts (Rights of Third Parties) Act
1999, confer any benefit on, or be enforceable by any person who is not a PARTY.
46.2
Subject to the remaining provisions of this Clause 46, the provisions of Clauses 24
(Liabilities and Indemnities), 26 (Taxation), 27 (Customs and Excise and Other
Imposts), 34 (Intellectual Property) and 43 (Liens, Charges and Encumbrances) are
intended to be enforceable by an INDEMNIFIED THIRD PARTY.
46.3
Notwithstanding Clause 46.2, the CONTRACT may be rescinded or varied by

COMPANY and CONTRACTOR without notice to or the consent of any INDEMNIFIED
THIRD PARTY even if, as a result, any INDEMNIFIED THIRD PARTYS right to
enforce a term of the CONTRACT may be varied or extinguished.
46.4
The rights of any INDEMNIFIED THIRD PARTY under Clause 46.2 above shall be
subject to the following: (a) any claim, or reliance on any term of the CONTRACT by an
INDEMNIFIED THIRD PARTY shall be notified in writing as soon as such
INDEMNIFIED THIRD PARTY becomes aware that an event is likely to give rise to
such a claim and such notification shall contain the following information as a minimum:
(i) details of the occurrence giving rise to the claim; and (ii) the right relied upon by the
43

SUBJECT TO CONTRACT
INDEMNIFIED THIRD PARTY under the CONTRACT; and (b) the INDEMNIFIED
THIRD PARTYS written agreement to submit irrevocably to the jurisdiction of the
courts set out in Clause 50 in respect of all matters relating to such rights.
46.5
In enforcing any right to which it is entitled by virtue of any LEGISLATION and the
provisions of the CONTRACT, the remedies of an INDEMNIFIED THIRD PARTY shall
be limited to damages, subject always to the restrictions and limitations contained
within the CONTRACT.
46.6
An INDEMNIFIED THIRD PARTY shall not be entitled to assign any benefit or right
conferred on it under the CONTRACT or by virtue of any LEGISLATION.
47.
NOTICES
47.1
Any notice to be given under the CONTRACT shall be in writing and may be delivered
by hand, by facsimile transmission, by first class pre-paid post, by recorded delivery or
by commercial courier. Delivery by commercial courier shall be regarded as delivery
by hand. For the purposes of Clauses 3.2 and 4.2.2 only, notice may be given by email.
47.2
Except where given by e-mail, notices shall be sent to the address or facsimile number
of the relevant PARTY set forth in Exhibit A to Section 1 Form of Agreement.
47.3
Any notice shall be deemed to have been received: (a) if delivered by hand, at the time
of delivery; (b) if sent by facsimile, at the time of completion of transmission by sender,
provided a suitable transmission report is received; (c) if sent by first class pre-paid
post or recorded delivery, two (2) working days after mailing; or (d) if the time of such
deemed receipt is not during normal hours of business in the time zone of the territory
of the recipient, notice shall be deemed to have been received at 10:00am on the next
working day in the territory of the recipient. Any notice by e-mail shall be deemed to be
received upon transmission by the sender.
47.4
Subject to Clause 47.1, any notice required to be given under the CONTRACT shall not
be validly given if transmitted by e-mail. As a convenience and without prejudice to the
validity and content of a notice properly given pursuant to this Clause 47, a PARTY
may by e-mail provide the other PARTY with an electronic copy of any notice sent.
Receipt, whether or not acknowledged, of such electronic copy will not effect the date
of deemed receipt under Clause 47.3 and may be disregarded by the other PARTY.
48.
LANGUAGE AND COMMUNICATIONS
48.1
The CONTRACT shall be interpreted and construed according to the English language.
48.2
All communications (including by e-mail, where permitted) between the PARTIES

relating to the CONTRACT, including instructions, directions, notices, agreements,
authorisations, approvals, consents and acknowledgements shall be in writing.
Notwithstanding the foregoing, if for reasons of emergency or any other important
reason COMPANY considers it necessary to instruct or direct CONTRACTOR verbally
in the first instance, CONTRACTOR shall comply with such instruction or direction.
Any verbal instruction or direction shall be confirmed in writing by CONTRACTOR as
soon as possible, provided that if CONTRACTOR confirms in writing any verbal
instruction or direction which is not contradicted in writing by COMPANY within seven
(7) days, it shall be deemed to be a written instruction or direction by COMPANY.
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SUBJECT TO CONTRACT
48.3
All written communications referred to in Clause 48.2, together with all other
documentation provided by CONTRACTOR in connection with the CONTRACT,
including reports, manuals, drawings, specifications, calculations, as-built documents
and invoices (including documentation supporting or substantiating such invoices) shall
be in the English language unless otherwise required by LEGISLATION in which case
COMPANY may request a translation in the English language to be provided by
CONTRACTOR.
48.4
CONTRACTOR shall procure that all PERSONNEL are fluent in both written and
spoken English and all meetings shall be conducted in English.
49.
SAVING OF RIGHTS
49.1
The expiry or earlier termination of the CONTRACT, howsoever occasioned, shall be

without prejudice to the rights and remedies of the PARTIES up to and including the
date of such expiry or earlier termination, and shall not affect or prejudice any term of
the CONTRACT that is expressly or by implication provided to come into effect on or
continue in effect after such expiry or earlier termination.
49.2
Without prejudice to the generality of Clause 49.1, it is intended that the rights and
obligations contained in the following Clauses shall continue in effect notwithstanding
termination or expiry of the CONTRACT: (a) Clause 5 (Contractors General
Obligations); (b) Clause 8 (Provision of Goods); (c) Clause 9 (Performance of
Services); (d) Clause 10 (Extension of Time); (e) Clause 11 (Equipment and Materials);
(f) Clause 13 (Personnel); (g) Clause 15 (Company Provided Items); (h) Clause 19
(Health, Safety, Security and Environment); (i) Clause 23 (Payment and Invoicing); (j)
Clause 24 (Liabilities and Indemnities); (k) Clause 25 (Insurance); (l) Clause 26
(Taxation); (m) Clause 27 (Customs and Excise and Other Imposts); (n) Clause 28
(Assignment); (o) Clause 29 (Subcontracting); (p) Clause 30 (Audit Rights); (q) Clause
31 (Suspension); (r) Clause 32 (Termination); (s) Clause 34 (Intellectual Property); (t)
Clause 37 (Agents and Intermediaries); (u) Clause 38 (Anti-Corruption Obligations); (v)
Clause 39 (Confidentiality); (w) Clause 40 (Publicity); (x) Clause 43 (Liens, Charges
and Encumbrances); (y) Clause 46 (Third Party Rights); (z) Clause 47 (Notices); (aa)
Clause 49 (Saving of Rights); (bb) Clause 50 (Disputes); (cc) Clause 51 (General); and
(dd) Clause 52 (Local Special Conditions).
50.
DISPUTES
50.1
The PARTIES irrevocably agree that the English courts shall have exclusive jurisdiction
to settle any dispute, difference, controversy or claim arising out of or in connection
with the CONTRACT including any question relating to its existence, validity or
termination (whether based on contract, tort or other legal doctrine).
50.2
With respect to a PARTY incorporated outside of England and Wales, such PARTY
irrevocably appoints the person set forth in Exhibit A to Section 1 Form of Agreement,
being a person with its address in England and Wales, as its agent for service of
process relating to any proceedings before the English courts in connection with the
CONTRACT. Service on an agent shall be deemed completed on actual or deemed
delivery or service to such agent (whether or not it is forwarded to and received by the
relevant PARTY). If for any reason such agent ceases to be able to act as agent or no
longer has an address in England, CONTRACTOR or COMPANY, as applicable, shall
forthwith appoint a substitute agent acceptable to the other PARTY and deliver to the
other PARTY the new agents name, address, and fax number within England.
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SUBJECT TO CONTRACT
50.3
Whilst any dispute or claim is continuing, CONTRACTOR shall proceed with the
performance of the WORK and the PARTIES shall continue to comply with the
provisions of the CONTRACT.
51.
GENERAL
51.1
Entire Agreement
51.2
51.1.1
The CONTRACT shall comprise the entire agreement and understanding

between the PARTIES in relation to its subject matter. All previous drafts,
agreements, understandings, representations, warranties, promises and
arrangements of any nature whatsoever between the PARTIES, whether
written or oral, relating to the CONTRACT subject matter are superseded and
extinguished, except insofar as they are repeated or otherwise reflected in the
CONTRACT.
51.1.2
Each PARTY acknowledges that, in entering into the CONTRACT it has not
relied on, and shall have no right or remedy in respect of, any statement,
representation, assurance or warranty (whether made negligently or
innocently) other than as expressly set out in the CONTRACT.
51.1.3
The rights, powers and remedies provided in the CONTRACT are independent
and cumulative and do not exclude any rights, powers or remedies (express or
implied) which are available as a matter of, statute, common law or otherwise
except to the extent such rights, powers or remedies are expressly excluded in
the CONTRACT.
51.1.4
Nothing in this CONTRACT shall be read or construed as excluding any

liability or remedy in respect of fraud.
Waivers and Amendments

51.2.1
No failure or delay on the part of COMPANY or CONTRACTOR at any time to

enforce or to require the performance of any of the terms and conditions of the
CONTRACT shall constitute a waiver of such terms and conditions or affect or
impair such terms and conditions in any way, nor shall it preclude or restrict
the right of COMPANY or CONTRACTOR at any time to exercise such
remedies it may have for each and every breach of such terms and conditions.
51.2.2
No single or partial exercise of any right or remedy by either PARTY provided

under the CONTRACT or by law shall preclude or restrict the further exercise
of that or any other right or remedy by that PARTY.
51.2.3
No approval, consent, confirmation, audit, certification, inspection,

examination, monitoring, expediting, testing or witnessing required or
permitted under the CONTRACT by COMPANY or its authorised
representatives nor any opinion, recommendation or instruction given or made
by or on behalf of COMPANY in connection with the CONTRACT nor the
presence of or observation of the WORK by COMPANY at the WORK SITE
shall prejudice or affect in any way the liability of CONTRACTOR to perform
its obligations under the CONTRACT. The rejection of any part of the WORK
shall not be deemed to constitute an approval of any part of the WORK not so
rejected.
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SUBJECT TO CONTRACT
51.3
51.2.4
No payment by COMPANY under the CONTRACT shall constitute approval or

acceptance of the WORK or the GOODS by COMPANY.
51.2.5
No amendment to the CONTRACT shall be valid unless it is recorded in an

AMENDMENT.
Severability
It is the intention of the PARTIES that the CONTRACT shall be construed as a whole.
Notwithstanding the foregoing, if any part of the CONTRACT is held by a court of
competent jurisdiction to be invalid or unenforceable, the validity of the remainder of
the CONTRACT shall not be prejudiced thereby and every part of the CONTRACT
shall be deemed to be severable and separately valid and enforceable.
51.4
No Partnership
Nothing in the CONTRACT is intended to or shall operate to create a mining or other
partnership, joint venture, association or trust between the PARTIES, or to authorise
either PARTY to act as agent for the other, and neither PARTY shall have authority to
act in the name of or on behalf of or otherwise to bind the other in any way (including
but not limited to the making of any representation or warranty, the assumption of any
obligation or liability and the exercise of any right or power).
51.5
Time
Time is of the essence in respect of the performance by CONTRACTOR of its
51.6
Governing Law
The proper law of the CONTRACT is the law of England. The law of England shall be
used for the interpretation and construction of the CONTRACT, including any question
regarding its existence, validity or termination, and for resolving any dispute, difference,
controversy or claim between the PARTIES arising out of or in connection with the
CONTRACT (whether based on contract, tort or any other legal doctrine) excluding any
choice of law rules which would refer any dispute to the laws of another jurisdiction
other than England.
51.7
Counterpart Execution
The CONTRACT may be executed in counterpart and by the PARTIES on different
counterparts. Each counterpart shall constitute an original of the CONTRACT but all
counterparts together shall constitute one and the same agreement.
52.
LOCAL SPECIAL CONDITIONS

The LOCAL SPECIAL CONDITIONS (if any) applicable to the GENERAL
CONDITIONS are as set out in Exhibit A.
47

SUBJECT TO CONTRACT
EXHIBIT A
LOCAL SPECIAL CONDITIONS
[to be inserted, if any, otherwise to be stated as None]
END OF EXHIBIT A
48

SUBJECT TO CONTRACT
EXHIBIT B
BUSINESS PRINCIPLES
1.
BG Group Business Principles
1.1
The BG Group Business Principles are set out below.

Conduct
(a)
We act with integrity, fairness and transparency.
(b)
We comply with legal, regulatory and licence requirements.
(c)
We do not tolerate corruption in any form, whether direct or indirect.
(d)
Our investment criteria take account of economic returns, environmental impacts,

social consequences and human rights.
(e)
High standards of corporate governance are integral to the way we manage our
business.
People
(a)
We treat people with fairness, respect and decency.
(b)
We help employees to develop their potential.
(c)
We believe that all injuries are preventable.
(d)
We provide healthy, safe and secure work environments.
Society
(a)
We work to ensure that neighbouring communities benefit from our presence on

an enduring basis.
(b)
We listen to neighbouring communities and take account of their interests.
(c)
We support human rights within our areas of influence.
Environment
(a)
We make a positive contribution to the protection of the environment.
(b)
We go beyond compliance with local environmental regulation to meet

internationally accepted best practice.
(c)
We reduce to the minimum practicable any adverse effects of our operations on

the environment.
49

SUBJECT TO CONTRACT
1.2
For further information on BG Groups Business Principles and how to implement BG

Groups Business Principles refer to Principles into Practice at: http://www.bggroup.com/sustainability/Principles/Pages/BusinessPrinciples.aspx
1.3
Any breach or potential breach of BG Groups Business Principles should be reported

through BG Groups Speak Up facility via the confidential website: www.bgspeakup.com or confidential telephone line: [insert the relevant Speak-Up phone
number for the location of contract]. A list of current Speak Up telephone numbers can
be
found
on
the
BG
Group
website
at:
http://www.bggroup.com/Sustainability08/SpeakUp/Pages/SpeakUpPhoneNumbers.aspx.
2.
Business Principles Risk Assessment
2.1
For the purposes of this clause Material Risks means any potential events or actions
in connection with the performance of the Services/Work under the Contract that may
compromise the Companys ability to operate in accordance with BG Groups Business
Principles. Table 1 below provides examples to assist in assessing Material Risks and
materiality thresholds.
2.2
Prior to commencement of the Services/Work the Contractor, if requested, shall

participate in a joint risk assessment meeting to analyse Material Risks and identify and
allocate actions to mitigate such risks.
2.3
The Contractor shall maintain a Risk Register (in addition to any required by the
HSSE provisions in the Contract). This Risk Register shall:
2.4
(a)
identify Material Risks, and any actions to mitigate those Material Risks, that
are the Contractors responsibility, resulting from the risk assessment meetings;
and
(b)
monitor and document the implementation of Contractors actions to mitigate

Material Risks
Following commencement of Services/Works, the Parties shall periodically conduct

joint risk assessment meetings to assess any additional Material Risks and mitigating
steps as the Contract progresses. The Contractors Risk Register shall be updated to
reflect the outcome of such meetings.
50

SUBJECT TO CONTRACT
Table 1 Examples of Thresholds for Determining Material Risk
Impact Score
Descriptor
Insignificant
Less significant
Significant
Very Significant
Reputation
Adverse coverage for

Adverse coverage for
BG Group/asset or
BG Group/asset at
subsidiaries at national
local level
and/or industry level
No adverse
publicity likely
Failure to comply with legal, regulatory or

license requirements
Legal
Health
Minor transient
health issue
Safety
Minor / No Injury to
workers or the
Reportable injury to
public caused by workers caused by
work-related
work-related activity
activity
Security
Adverse coverage
for BG Group/asset
or partners at
international level
Medical treatment
Widespread debilitating
illnesses or diseases
Loss of lives,
(i.e. Malaria) / fatality
fatalities caused by
caused by occupational occupational illness
illness
Fatality / Major Injury to
workers or the public
caused by work-related
activity
Multiple Fatalities to
workers or the public
caused by workrelated activity
Minor/No
Fatality / Security
Burglary / Robbery /
Multiple fatalities /
intimidation or
incidents involving
Assault
Direct terrorist attack
threats to security
firearms / Threats to life
Persistent
Environmental
Impact
damage /
Severe nuisance
Minor effect / Single Local effect / Significant
over large area /
Slight or negligible breach of prescribed damage / Repeated
Constant or
effect /
limits / Public
breach of statutory or
extended breach of
Oil spill < 1 barrel complaint /
prescribed limits /
statutory or
Oil spill < 1 tonne
Oil spill 1-100 tonnes
prescribed limits /
Oil spill >100 tonnes
Likelihood Score
Descriptor
1
Unlikely
Percentage
Likelihood
Probable
Almost certain
50-90% (~70%)
>90%
Possible
<5%
Impact
1
5-49% (~30%)
Material Risk
1
2
3
4
3.
Incidents
3.1
In this Clause 3 Incident means an event or action in connection with the performance
of the Services/Work by the Contractor, its Representatives or Subcontractors that
compromises or has the potential to compromise the Companys ability to operate in
accordance with BG Groups Business Principles.
51

SUBJECT TO CONTRACT
3.2
Contractors obligations in this Clause 3 are subject only to any legal obligations
restricting the disclosure of information or any information that is agreed between the
Parties to be subject to legal professional privilege.
3.3
Within a reasonable time 1 of the Contractors actual knowledge of an Incident

occurring, Contractor shall document and report it to the Company. Subject to any
obligations on the Company to disclose information, the Company shall treat Incident
reports as confidential.
3.4
Where the Company has reasonable grounds for believing that an Incident,
(a)
is at risk of occurring; or
(b)
has occurred; or
(c)
is reported to the Company by the Contractor, its Representatives or

Subcontractor or by a third-party (e.g. through Contractors whistle blower or
grievance facility, or the Speak-Up facility or risk assessment meetings);
the Company is entitled to enquire of relevant documents and personnel of the

Contractor Group in order to provide assurance that the Incident, or potential Incident,
is being effectively managed.
Contractor shall cooperate with and respond to
Company enquiries promptly.
3.5
Enquiries shall be conducted in a spirit of collaboration between the Parties, initially

through a meeting and subsequently, if required, through self-assessment
questionnaires, visits by the Company or its Representatives to relevant sites and
facilities, or through other appropriate means discussed by the Parties.
4.
Informing Subcontractors
Prior to commencement of the Services/Work, Contractor shall ensure that all
Representatives and Subcontractors are made aware of BG Groups Business
Principles and the BG Group Speak-Up facility.
5.
Auditing Compliance With Provisions

In addition to any entitlement to audit in the Contract, the Company reserves the right
at all times to audit, by itself or by a third-party, the Contractors compliance with the
provisions of the Business Principles Clause and this Exhibit.
END OF EXHIBIT B
For illustration: within seven days, or if not in the public domain and Contractor undertakes an internal enquiry within
six weeks
52

SUBJECT TO CONTRACT
EXHIBIT C
FORM OF CERTIFICATE OF COMPLIANCE
[On Contractors headed paper]
BG International Ltd.
100 Thames Valley Park
Reading
Berkshire
RG6 1TP
For the attention of [.].
[date]
Dear Sir,
[Contract .................................] (Contract Ref. [])
Certificate of Compliance for Calendar Year [.....].
We refer to the [.......................] agreement between [BG entity] and [Contractor] (the
Agreement) and in particular to [Clause [X] Anti-Corruption Obligations] of the Agreement.
Terms defined in the Agreement shall have the same meanings when used in this certificate
unless otherwise stated.
We hereby confirm that throughout the 12 months which ended on 31st December [.....],
[Contractor], its Affiliates and their respective Representatives:
(a)
have not made, offered, or authorized, whether directly or through any other person or
entity, any prohibited payment; and
(b)
have not requested any service, action or inaction by any other person or entity which
would constitute a violation of any Applicable Corruption Law,
in connection with the Agreement or any matters resulting from the Agreement.
The certificate is issued by the undersigned duly authorised representative for and on behalf of
[Contractor] after having made due enquiry as to the matters set out above, but without
personal liability on the part of such authorised representative.
Yours faithfully,
Name and Title:...................................................................................................
Director/Officer being a duly authorised representative for and on behalf of [Contractor].
END OF EXHIBIT C
53

SUBJECT TO CONTRACT
EXHIBIT D
FORM OF PARENT COMPANY GUARANTEE
[to be inserted]
END OF EXHIBIT D
52.2
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CONFIDENTIAL

ITT REFERENCE NUMBER: TND-BGBC-WE-662/15

COILED TUBING SERVICES

INFORMATION FOR TENDERERS

BG BOLIVIA CORPORATION INFOMATION

CONTRACTS AWARD AND TERM

SCOPE OF WORK & TECHNICAL SPECIFICATION

SECTION THREE TENDER SUBMISSION REQUIREMENTS

COMPENSATION AND PAYMENT

ITT SECTION ONE INSTRUCTIONS TO TENDERER AND CONDITIONS OF TENDERING

ITT REFERENCE NUMBER: BGBC-WE-662/15

COILED TUBING SERVICES

Section One - Instructions To Tenderers

INSTRUCTIONS TO TENDERER AND CONDITIONS OF TENDERING

TENDER PROCESS GENERAL RULES

Tenders shall be prepared in the English language.

COMPANY shall not be bound to accept any Tender.

Tenderers should be prepared to attend detailed technical and commercial discussions at

COILED TUBING SERVICES

Section One - Instructions To Tenderers

ACKNOWLEDGEMENT OF RECEIPT OF INVITATION TO TENDER

[The Acknowledgement of Receipt needs to be accompanied with a signed copy of the

TENDER CONTENT REQUIREMENTS

A complete Tender package shall consist of:

the Form of Tender, signed by an authorised representative;

completed Technical Attachments (1 to 10) from Section Three;

COILED TUBING SERVICES

Section One - Instructions To Tenderers

completed Commercial Attachments (11 to 12) from Section Three; and

TENDER SUBMISSION REQUIREMENTS

Hard Copy Tender submission shall comprise of:

FAO: Mr H. Rodrigo Toro

ENQUIRIES & COMMUNICATIONS

Rodrigo Toro, Head C&P, BG Bolivia

COILED TUBING SERVICES

Section One - Instructions To Tenderers

Any resulting CONTRACT(S) shall comprise:

the Pro-forma Contract contained in Section Four;

COILED TUBING SERVICES

Section One - Instructions To Tenderers

VISIT TO TENDERERS FACILITIES BY COMPANY

INSURANCE MARKET RESTRICTIONS

COILED TUBING SERVICES

Section One - Instructions To Tenderers

SEALED BID LABELS

Tender Ref: COILED TUBING SERVICES

SEALED BID CONFIDENTIAL, DO NOT OPEN

Tender Ref: COILED TUBING SERVICES

ITT SECTION TWO INFORMATION FOR TENDERER

ITT REFERENCE NUMBER: BGBC-WE-662/15

COILED TUBING SERVICES

Section Two - Information For Tenderer

COILED TUBING SERVICES

Section Two - Information For Tenderer

COILED TUBING SERVICES

Section Two - Information For Tenderer

Example Well Schematics

COILED TUBING SERVICES

Section Two - Information For Tenderer