CONTRACT NO. CMIT-PRT-10.

53-230004

ENGINEERING, PROCUREMENT, CONSTRUCTION

AND COMMISSIONING AGREEMENT

FOR

MECHANICAL AND E&I WORKS (PHASE II)

BETWEEN

CNOOC IRAQ LIMITED

AND

[CONTRACTOR]

Tender No: CMIT-PRT-10.30-230004

Dated as of
_______, 2023

Dubai, UAE
 TABLE OF CONTENTS

Page No.

ARTICLE I WORKS ............................................................................................................................................ 1

1.1 Project Facilities ................................................................................................................................ 1
1.2 Scope of Work .................................................................................................................................... 1
1.3 Schedule .............................................................................................................................................. 2
1.4 Term of Agreement ........................................................................................................................... 2
ARTICLE II PRICING AND PAYMENT TERMS ........................................................................................... 2
2.1 Pricing................................................................................................................................................. 2
2.2 Delay Liquidated Damages ............................................................................................................... 2
2.3 Incentive Payment ............................................................................................................................. 3
2.4 Payment Schedule .............................................................................................................................. 3
2.5 Invoicing ............................................................................................................................................. 3
2.6 Retention ............................................................................................................................................ 3
2.7 Account ............................................................................................................................................... 4
ARTICLE III ADDITIONAL PROVISIONS ..................................................................................................... 4
3.1 Other Company Designations ........................................................................................................... 4
ARTICLE IV MISCELLANEOUS PROVISIONS ............................................................................................ 4
4.1 General Terms and Conditions ........................................................................................................ 4
4.2 Performance Security ........................................................................................................................ 4
4.3 Notice .................................................................................................................................................. 4
4.4 Governing Law .................................................................................................................................. 5
4.5 Contract Documents .......................................................................................................................... 5
ARTICLE V WORK ORDERS ........................................................................................................................... 6
5.1 Instruction of Work Orders .............................................................................................................. 6
APPENDIX A GENERAL TERMS AND CONDITIONS ................................................................................. 1
ARTICLE I DEFINED TERMS .......................................................................................................................... 1
1.1 Defined Terms .................................................................................................................................... 1
1.2 References and Titles......................................................................................................................... 9
ARTICLE II SCOPE OF WORK .......................................................................................................................10
2.1 Scope of Work ...................................................................................................................................10
2.2 Permits ...............................................................................................................................................10
2.3 Procurement and Imports ................................................................................................................11
2.4 Work Area .........................................................................................................................................11
2.5 Mechanical Completion ...................................................................................................................11
2.6 Punch List..........................................................................................................................................12
2.7 Provisional Acceptance ....................................................................................................................13
2.8 Hand Over .........................................................................................................................................13
2.9 Hazardous Substance .......................................................................................................................13
ARTICLE III REPRESENTATIONS AND WARRANTIES ..........................................................................14
3.1 Contractor’s Representations and Warranties ..............................................................................14
3.2 Company’s Representations and Warranties ................................................................................15
ARTICLE IV STANDARD OF PERFORMANCE...........................................................................................16
4.1 Standard of Work and Contractor Procured Materials ...............................................................16
4.2 Environmental Compliance .............................................................................................................16
4.3 Compliance with Applicable Laws and Other Requirements.......................................................17
ARTICLE V SAFETY; PROTECTION; RISK OF LOSS ...............................................................................17
5.1 Safety .................................................................................................................................................17
5.2 Security and Protection ....................................................................................................................18
5.3 Risk of Loss .......................................................................................................................................18
5.4 Passage of Title .................................................................................................................................18
5.5 Notification of Injury or Damage ....................................................................................................19
5.6 Presence of Company .......................................................................................................................19
ARTICLE VI COMPANY RIGHTS AND OBLIGATIONS............................................................................19
6.1 Authorized Design ............................................................................................................................19
6.2 Company Procured Materials .........................................................................................................19
6.3 Permits ...............................................................................................................................................19
6.4 Site Acquisition .................................................................................................................................20
 6.5 Company’s Representative ..............................................................................................................20
ARTICLE VII CONTRACTOR’S PERSONNEL AND REPRESENTATIVES ...........................................20
7.1 Contractor’s Personnel ....................................................................................................................20
7.2 Contractor’s Representatives ..........................................................................................................23
ARTICLE VIII SUBCONTRACTS ....................................................................................................................23
8.1 Right to Subcontract ........................................................................................................................23
8.2 Subcontractor Warranties ...............................................................................................................23
8.3 Manufacturer Information ..............................................................................................................24
8.4 No Relationship with Company .......................................................................................................24
8.5 Assignment of Subcontracts.............................................................................................................24
8.6 Subcontractor Compliance ..............................................................................................................24
8.7 Liens ...................................................................................................................................................25
ARTICLE IX PAYMENTS .................................................................................................................................25
9.1 Invoicing ............................................................................................................................................25
9.2 Payment for Contractor Procured Materials intended for the Work ........................................... 2
9.3 Retention (Not Applicable) ............................................................................................................... 3
9.4 Payments of Invoices ......................................................................................................................... 3
9.5 Set-Off................................................................................................................................................. 4
9.6 Withholding........................................................................................................................................ 4
9.7 Final Documents ................................................................................................................................ 5
9.8 Taxes ................................................................................................................................................... 5
9.9 Payment Not Waiver or Acceptance of Work ................................................................................. 8
9.10 Delay Liquidated Damages ............................................................................................................... 8
ARTICLE X INTELLECTUAL PROPERTY .................................................................................................... 9
10.1 New Intellectual Property ................................................................................................................. 9
10.2 Infringement Claims.......................................................................................................................... 9
10.3 Proprietary Information ................................................................................................................... 9
10.4 Use of Trademarks, Etc ....................................................................................................................10
ARTICLE XI CONFIDENTIALITY..................................................................................................................10
11.1 Protection of Confidential Information ..........................................................................................10
11.2 Permitted Disclosures .......................................................................................................................10
11.3 Contractor’s Use of Confidential Information ...............................................................................11
11.4 Survival..............................................................................................................................................11
11.5 Non-Disclosure of Contract Terms .................................................................................................11
11.6 Contractor Information ...................................................................................................................11
ARTICLE XII COMPANY DELAYS; SUSPENSION .....................................................................................12
12.1 Company Delays ...............................................................................................................................12
12.2 Contractor Suspension .....................................................................................................................12
12.3 Company Suspension .......................................................................................................................12
12.4 Work Stoppage .................................................................................................................................12
ARTICLE XIII FORCE MAJEURE ..................................................................................................................13
13.1 Excused Performance .......................................................................................................................13
13.2 Notification ........................................................................................................................................13
ARTICLE XIV CHANGE ORDERS ..................................................................................................................13
14.1 Changes in Scope ..............................................................................................................................13
14.2 Equitable Adjustments to Schedule ................................................................................................14
14.3 Preparation of Change Orders ........................................................................................................14
14.4 Extra Work .......................................................................................................................................14
ARTICLE XV ADJUSTMENTS .........................................................................................................................14
15.1 Adjustments to Contract Price ........................................................................................................14
15.2 Adjustments to Target Schedule .....................................................................................................14
ARTICLE XVI INSPECTIONS; DEFECTS .....................................................................................................14
16.1 Right to Inspect .................................................................................................................................14
16.2 Audit ..................................................................................................................................................16
16.3 Take-Over .........................................................................................................................................16
16.4 Correction of Defects During Warranty Period ............................................................................16
ARTICLE XVII TARGET AND PROJECT SCHEDULES ............................................................................17
17.1 Target Schedule ................................................................................................................................17
17.2 Project Schedule ...............................................................................................................................18
17.3 Time is Of the Essence......................................................................................................................18
 17.4 Meetings.............................................................................................................................................18
17.5 Progress Reports ...............................................................................................................................18
ARTICLE XVIII INDEMNIFICATION............................................................................................................18
18.1 General Indemnity ............................................................................................................................18
18.2 Environmental Indemnities. ............................................................................................................19
18.3 Intellectual Property Indemnity ......................................................................................................20
18.4 Indemnity Against Prohibited Liens ...............................................................................................20
18.5 Defense of Indemnified Claims ........................................................................................................21
18.6 Waiver ...............................................................................................................................................21
18.7 Attorneys’ Fees .................................................................................................................................22
ARTICLE XIX NO CONSEQUENTIAL DAMAGES; LIMITATION OF CLAIMS ...................................22
19.1 Exclusion of Consequential Damages .............................................................................................22
19.2 Limitation on Initiating Claim ........................................................................................................22
ARTICLE XX INSURANCE...............................................................................................................................22
20.1 Contractor Required Insurance ......................................................................................................22
20.2 Contractor’s General Insurance Requirements .............................................................................22
20.3 Liability not Affected by Insurance ................................................................................................24
ARTICLE XXI TERMINATION; DEFAULT; REMEDIES...........................................................................24
21.1 Termination for Convenience by Company ...................................................................................24
21.2 Contractor Default ...........................................................................................................................25
21.3 Remedies for Contractor Default ....................................................................................................26
21.4 Company Default ..............................................................................................................................27
21.5 Remedies for Company Default ......................................................................................................27
21.6 Effect of Termination. ......................................................................................................................27
ARTICLE XXII GENERAL PROVISIONS ......................................................................................................28
22.1 Assignment ........................................................................................................................................28
22.2 Independent Contractor...................................................................................................................29
22.3 Certain Practices...............................................................................................................................29
22.4 Notices................................................................................................................................................30
22.5 Currency Conversion .......................................................................................................................30
22.6 Entire Agreement .............................................................................................................................30
22.7 Severability ........................................................................................................................................31
22.8 Amendments and Waivers ...............................................................................................................31
22.9 Dispute Resolution ............................................................................................................................31
22.10 Waiver of Immunity .........................................................................................................................33
22.11 Counterparts .....................................................................................................................................33
22.12 Binding Effect ...................................................................................................................................33
22.13 Survival..............................................................................................................................................34
APPENDIX B SCOPE OF WORK ...................................................................................................................... 1
APPENDIX C TARGET SCHEDULE ................................................................................................................ 1
APPENDIX D CONTRACT PRICE AND PAYMENT SCHEDULE .............................................................. 1
APPENDIX E FORM OF PERFORMANCE SECURITY ............................................................................... 1
APPENDIX F CONTRACTOR PERMITS ........................................................................................................ 1
APPENDIX G-1 FORM OF MECHANICAL COMPLETION CERTIFICATE ........................................... 1
APPENDIX G-2 FORM OF PROVISIONAL ACCEPTANCE CERTIFICATE ........................................... 2
APPENDIX G-3 FORM OF HAND OVER CERTIFICATE ............................................................................ 3
APPENDIX H COMPANY PROCURED MATERIALS .................................................................................. 1
APPENDIX I COMPANY PERMITS ................................................................................................................. 1
APPENDIX J PROJECT SITE ACQUISITION PROCEDURES.................................................................... 1
APPENDIX K CONTRACTOR ORGANIZATION CHART .......................................................................... 1
APPENDIX L FORM OF LIEN RELEASE ....................................................................................................... 1
APPENDIX M STANDBY RATES...................................................................................................................... 1
APPENDIX N EXTRA WORK RATES ............................................................................................................. 1
APPENDIX O CONTRACTOR REQUIRED INSURANCE ............................................................................ 1
APPENDIX P HEALTH, SAFETY, SECURITY AND ENVIRONMENTAL REQUIREMENTS............... 1
APPENDIX Q WORK ORDER FORM .............................................................................................................. 1
 ENGINEERING, PROCUREMENT, CONSTRUCTION AND COMMISSIONING
AGREEMENT FOR
MECHANICAL AND E&I WORKS (PHASE II)

This Engineering, Procurement, Construction And Commissioning Agreement For Mechanical

And E&I Works (Phase II) (No. CMIT-PRT-10.53-230004) (this “Agreement”) is made and
entered into as of ___________, 2023 (the “Contract Date”), between CNOOC Iraq Limited,
a company existing under the laws of British Virgin Islands (“Company”), and
[________________________], a company existing under the law of ____________with the
registered address [insert the registration address] (“Contractor”). Company and Contractor
are collectively referred to in the Agreement as the “Parties” and individually as a “Party.”
Unless otherwise defined, capitalized terms used in the Agreement shall have the meaning set
forth in Appendix A, Section 1.1.
RECITALS

WHEREAS, Company intends to build and own the Project Facilities;

WHEREAS, Contractor is a skilled contractor with experience in the construction of facilities

similar in type and scale to the Project Facilities; and

WHEREAS, Company desires to engage Contractor for, and Contractor desires to perform,
the construction of the Project Facilities on a lump sum basis.

NOW, THEREFORE, in consideration of the premises and the mutual promises and
agreements contained herein, and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:
ARTICLE I
WORKS

1.1 Project Facilities

“Project Facilities” means the facilities described in Appendix B located in the

Missan Oil Fields.

“Target Jurisdiction” means the Republic of Iraq.

1.2 Scope of Work

(a) Contractor shall provide those works as specified in Appendix A, Article

II and Appendix B.

(b) Notwithstanding the foregoing, the Work shall not include:

(i) Delivery of Company Procured Materials.

1
1.3 Schedule

(a) Contractor shall commence Work on the date as specified in applicable

Work Order issued by Company to Contractor (the “Commencement
Date”).

(b) The “Target Mechanical Completion Date” is, in respect of applicable

Work Order, the date on which the Contractor is required to achieve the
Mechanical Completion of the work, as specified in the Appendix C and
the relevant Work Order, subject to adjustment only as provided in
Appendix A, Section 15.2.

(c) Contractor shall perform the Work in accordance with, and subject to
the timing sequences set forth in, the Target Schedule, attached hereto
as Appendix C and relevant Work Order.

1.4 Term of Agreement

This Agreement shall commence on the Contract Date and shall, unless
terminated earlier in accordance with its terms or by law, continue in force for
Forty-Eight (48) months, which would be extended by twelve (12) months
after reaching agreement between Company and Contractor (the "Term").

ARTICLE II
PRICING AND PAYMENT TERMS

2.1 Pricing

a) As full consideration for the proper performance of the Work, and subject
to the conditions and limitations set forth in the Agreement and any
applicable Work Order, Company shall pay Contractor each Work Order
Price, which shall be calculated (unless otherwise agreed between the
Parties) on the basis of the Unit Rate set forth in the Schedule of
Compensation of Appendix D and actual quantity of performed Work,
subject to adjustment pursuant to Appendix A, Article 18.1,

b) The Work Order Price (as may be adjusted in accordance with Appendix A)
payable under all duly executed Work Orders shall be fully and finally
discharge the Company of its liability under this Agreement and inclusive
of each and every taxes including but not limited to income taxes, profits
taxes, property taxes, stamp taxes, document taxes, value added taxes,
general sales tax, sales taxes, excise taxes, surtaxes, surcharges or any other
taxes or governmental charges which any Governmental Authority having
jurisdiction over the Agreement, assess or levy against any member of
Contractor and its Affiliates on account of or resulting from the execution
or performance of the Agreement by Company or Contractor and its
Affiliates engaged in providing the Work (the “Contract Price”). The actual
Contract Price amount will depend on actual workload, the total Contract
Price amount shall not exceed USD …………. (US Dollars…).

2.2 Delay Liquidated Damages

2
 The “Delay Liquidated Damages” is equal to an amount calculated as
following formula

(a) Each Work Order Price / (Target Mechanical Completion Period of

Each Work Order) * 10% * Number of days of delay of Each Work Order

(b) The Parties confirm that the Liquidated Damages represent a genuine pre-
estimate of Company’s loss.

(c) If Contactor fails to complete the Works within the required time window
following the deadline set out above in Article 1.3(b) for reasons not attributable
to Company, Company shall have the right to terminate this Agreement
immediately and Contractor, notwithstanding the termination, shall be obliged
to pay the aforesaid Liquidated Damages to Company without delay.

(d) The Contractor’s maximum aggregate liability for Liquidated Damages for
each Work Order hereunder shall not exceed Ten percent (10%) of each Work
(or Purchase) Order Price.

2.3 Incentive Payment

N/A

2.4 Payment Schedule

Subject to the terms and provisions hereof and for Contractor’s satisfactory
performance of the Work in accordance with the Agreement and any applicable
Work Order, Company shall pay Contractor the Payments in accordance with
the Payment Milestones set forth in Appendix D and Article IX of Appendix A.

2.5 Invoicing

Contractor shall submit to Company for payment a detailed invoice in

accordance with the provisions of Appendix A, Article 12.2 where:

(a) Contractor completes the portion of the Work in accordance with the
Agreement and any applicable Work Order comprising a Payment
Milestone;

(b) any adjustment to the Work Order Price occurs in accordance with
Appendix A; or

(c) Contractor completes any Extra Work.

2.6 Retention

N/A.

2.7 Advance Payment

The advance payment shall be paid by the Company in accordance with the
provisions of Appendix A, Article 9.1, amounting to Ten Percent (10%) of
Contract ceiling Price upon the awarding of Contract and submission of

3
 Performance Bank Guarantee and Advance Payment Guarantee.

2.8 Account

All payments by Company to Contractor under the Agreement shall be made

in U.S. Dollars by wire transfer to the following bank account of Contractor:

Title of Beneficiary’s Bank Account: XXXXXXXXXXXXX

IBAN / Account Number of Beneficiary: XXXXXXXXXXXXX
Name of Beneficiary’s Bank: XXXXXXXXXXXXX
Name of Branch of Beneficiary’s Bank: XXXXXXXXXXXXX
Address of Branch of Beneficiary’s Bank: XXXXXXXXXXXXX
SWIFT/SORTING CODE: XXXXXXXXXXXXX
Name of Intermediary Bank: XXXXXXXXXXXXX
Name of Intermediary Bank Branch: XXXXXXXXXXXXX
Address of Intermediary Bank Branch: XXXXXXXXXXXXX
SWIFT/SORTING CODE: XXXXXXXXXXXXX

ARTICLE III
ADDITIONAL PROVISIONS

3.1 Other Company Designations

“Business Jurisdictions” means the Republic of Iraq and the Emirate of Dubai.

ARTICLE IV
MISCELLANEOUS PROVISIONS

4.1 General Terms and Conditions

In addition to the terms herein, the general terms and conditions set forth in
Appendix A shall govern the Agreement.

4.2 Performance Security

Within thirty (30) days after the Contact Date, Contractor shall provide to
Company bond, issued by the international recognized bank or any other
financial institution approved by Company at the time of issuance (which
approval shall not be unreasonably withheld), substantially in the form
contained in Appendix E, in the amount of Five percent (5 %) of the Contract
Price when initially issued (with the amount of the Performance Security to be
adjusted thereafter to the then applicable Contract Price each time adjustments
to the Contract Price accumulating to more than ten percent (10%) occur) to
guarantee the performance of Contractor’s obligations hereunder (the
“Performance Security”). All the bank guarantee shall be sent by Swift
Message by the authorized bank of the Contractor to authorized bank of the
Company as specified in the Agreement.

4.3 Notice

4
 All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, mailed by registered or certified mail
(return receipt requested), sent by internationally recognized overnight courier,
or emailed, to the Parties at the following addresses or email addresses, as
applicable (or at such other address or email address, as applicable for a Party
as shall be specified by like notice):

If to Company, to

[INSERT]

With copies to

[INSERT]

If to Contractor, to

[INSERT]

With copies to

[INSERT]

4.4 Governing Law

The Agreement shall be construed in accordance with and governed by the laws
of England and Wales (without reference to its rules as to conflicts of law).

4.5 Contract Documents

(a) The following documents shall be incorporated herein by reference and

shall constitute part of the Agreement:

Appendix A General Terms and Conditions

Appendix B Scope of Work
Appendix C Target Schedule
Appendix D Payment Schedule
Appendix E Form of Performance Security
Appendix F Contractor Permits
Appendix G-1 Form of Mechanical Completion Certificate
Appendix G-2 Form of Provisional Acceptance Certificate
Appendix G-3 Form of Hand Over Certificate
Appendix H Company Procured Materials
Appendix I Company Permits
Appendix J Project Site Acquisition Procedures
Appendix K Contractor Organization Chart
Appendix L Form of Lien Release
Appendix M Standby Rates
Appendix N Extra Work Rates

5
 Appendix O Contractor Required Insurance
Appendix P Health, Safety, Security and Environmental
Requirements
Appendix Q Form of Work Order

(b) Should any conflict exist between or among documents forming the
Agreement, the order of priority in which the conflicting provisions shall
govern, one over the other, is as follows:

(i) This document;

(ii) The general terms and conditions set forth in Appendix A;

(iii) The applicable Work Orders;

(iv) Any other Appendices;

(v) All other certificates, documents and instruments delivered

under the Agreement.

Each Party acknowledges, however, that all of the parts of the

Agreement are cumulative, and the fact that one or more provision
requires more work or set higher standards of performance than another
provision shall not be deemed a conflict.

ARTICLE V
WORK ORDERS

5.1 Instruction of Work Orders

(a) Each Work Order shall only take effect upon being signed by the duly
authorized representative of each of the Company and the Contractor
and upon signature shall form part of the Agreement.

(b) Each Work Order shall commence on the effective date of the Work
Order (as stated therein) and shall continue in force until either
completion of the Works that are subject to the Work Order, or earlier
termination of either the Work Order or the Agreement.

(c) This Agreement shall not obligate the Company to enter into any Work
Order with the Contractor for the performance of any specific Work.

[signature page follows]

6
IN WITNESS WHEREOF, each Party has caused its duly authorized representative to sign
the Agreement as of the date first written above.

CNOOC IRAQ LIMITED, as Company

By: ______________________________
Name: Mr. Xie Wensheng
Title: General Manager

[Insert name of party in bold], as Contractor

By: ______________________________
Name:
Title:

Signature Page to Engineering, Procurement, Construction And Commissioning Agreement

For Mechanical And E&I Works (Phase II)
(Contract No. CMIT-PRT-10.53-230004)
 APPENDIX A
GENERAL TERMS AND CONDITIONS

ARTICLE I
DEFINED TERMS

1.1 Defined Terms

The following terms shall have the following meanings in the Agreement:

“Access Ways” means the Construction Access Ways and the Permanent Access
Ways.

“Affiliate” means, with respect to any Person, any other Person controlling, controlled
by or under common control with such Person. For purposes of this definition and the
Agreement, the term “control” (and correlative terms) means the power, whether by
contract, equity ownership or otherwise, to direct the policies or management of a
Person.

“Agreement” has the meaning set forth in the preamble to the Agreement.

“Applicable Law” means all laws (including any rules of the common law and
Environmental Laws), statutes, rules, regulations, ordinances, subsidiary legislation,
codes, judgments, orders, decrees, injunctions, and requirements of Governmental
Authorities with jurisdiction or authority over the Parties, any Project Facilities or the
performance of the Work, including Permits or licenses now or hereafter issued under
any of the foregoing.

“Authorized Design” has the meaning set forth in Appendix A, Section 6.1.

“Business Day” means any day other than (a) a Friday or Saturday or (b) a day on
which commercial banks in any Business Jurisdictions are authorized or required to be
closed.

“Business Jurisdictions” has the meaning set forth in Section 3.1 of the Agreement.

“Change Order” means a document issued by Company pursuant to Appendix A,

Article XIV, setting forth adjustment to the Agreement.

“Claim” means any judgment, claim, action, cause of action, demand, lawsuit,
proceeding, grievance, governmental investigation or audit, loss, assessment, fine,
penalty, administrative order, arbitral award, obligation, cost (including attorneys’
fees), expense, lien, liability or damage (whether direct, indirect, actual, consequential
or punitive).

“Commencement Date” has the meaning set forth in Section 1.3(a)of the Agreement.

“Company” has the meaning set forth in the preamble to the Agreement.

“Company Default” has the meaning set forth in Appendix A, Section 21.4.

“Company Delay” is defined in Appendix A, Section 12.1(a).

Appendix A- 1
“Company Indemnitee” is defined in Appendix A, Section 18.1(a).

“Company Insureds” is defined in Appendix A, Section 20.2(b).

“Company Permits” mean the Permits to be obtained by Company as identified on

Appendix I.

“Company Procured Materials” means all equipment, supplies and materials to be

procured by Company for the Project, as such equipment, supplies and materials are
listed in Appendix H; provided, however, Company may, by written notice at any time
and from time to time, revise the designation of Company Procured Materials and
Contractor Procured Materials.

“Company Suspension” is defined in Appendix A, Section 12.3(a).

“Company’s Representative” is defined in Appendix A, Section 6.5.

“Confidential Information” is defined in Appendix A, Section 11.1(a).

“Conforming” is defined in Appendix A, Section 4.1(b).

“Construction Access Ways” means the roadways and other land (and related rights
of way, licenses or other rights of use) that collectively permit access from a public road
to the Permanent Rights of Way for construction of the Project Facilities, but which do
not constitute Permanent Access Ways.

“Consumables” means all supplies, water, oil, electricity and other property consumed
in performing the Work and which are not incorporated into the Project Facilities.

“Contract Date” is defined in the preamble to the Agreement.

“Contract Price” has the meaning set forth in Section 2.1of the Agreement.

“Contractor” has the meaning set forth in the preamble to the Agreement.

“Contractor Default” is defined in Appendix A, Section 21.2.

“Contractor Indemnitee” is defined in Appendix A, Section 18.1(b).

“Contractor Liens” means any claim, lien, charge or encumbrance on the Project
Sites, the Project Facilities or any part thereof or interest therein in favor of Contractor,
any Subcontractor or any of their respective employees, laborers, materialmen or other
suppliers of goods or works.

“Contractor Permits” is defined in Appendix A, Section 2.2

“Contract Price” has the meaning set forth in Section 2.1 of the Agreement.

“Contractor Procured Materials” means all equipment, supplies and materials to be

procured for the Project Facilities that are not designated by Company as Company
Procured Materials; provided, however, Company may, by written notice at any time

Appendix A - 2
and from time to time, revise the designation of Company Procured Materials and/or
Contractor Procured Materials.

“Contractor Suspension” is defined in Appendix A, Section 12.2(a).

“Contractor’s Equipment” means all equipment, tools, machinery, temporary

buildings and other property utilized by Contractor or its Subcontractors in performing
the Work, but which are not incorporated into the Project Facilities.

“Contractor’s Representatives” means is defined in Appendix A, Section 7.2(a).

“Defect” and “Defective” are defined in Appendix A, Section 4.1(b).

“Delay Liquidated Damages” is defined in Section 2.2of the Agreement.

“Dollar”, “US Dollars” and “$” mean the currency of the United States of America.

“Environmental Law” means any Applicable Law relating to: (a) the conservation,
improvement, protection, pollution, contamination or remediation of the environment;
(b) any Release, including investigation and cleanup of such Release or threatened
Release; or (c) the storage, treatment, disposal, recycling or transportation of any
Hazardous Substances, including Permits or licenses now or hereafter issued under any
of the foregoing.

“Extra Work” has the meaning set forth in Appendix A, Section 14.4.

“Final Completion” shall be deemed the end of Warranty Period from Provisional
Acceptance Date and to have occurred with respect to the Project Facilities or the Works
Package or Section upon the receipt and acceptance, in writing, by Company of the
Hand Over Certificate certifying each of the following to be true and correct:

(a) all Work or the Works Package has been fully and completely
performed in accordance with the Agreement and the applicable Work
Order, including the completion of Punch List items and the removal
of Contractor’s Equipment and Consumables from the relevant Project
Sites;

(b) any Delay Liquidated Damages which have become due to Company
in accordance with Agreement in respect of the Work or the relevant
Section thereof (as the case may be) have been paid;

(c) Contractor shall have provided Company all documentation required

by the scope of Work and the terms of this Agreement and any
applicable Work Order;

(d) Contractor shall have provided the Final Release;

(e) no Contractor Default shall have occurred and be continuing; and

(f) the assignment to Company of warranties provided by Subcontractors

in relation to materials or equipment provided has been completed

Appendix A - 3
 (g) a reference to “Final Completion” shall refer to that applying to the
Project Facilities and (where Sectional completion applies) the Works
Packages or Sections, but a reference to “Hand Over for the Work”
shall only refer to that applying to the Project Facilities and not the
Sections.

“Final Release” is defined in Appendix A, Section 9.7.

“Force Majeure” means any event that: (a) renders a Party unable to comply with its
obligations under the Agreement; (b) is beyond the reasonable control of the affected
Party; (c) does not result from the fault, negligence or intentional act of the affected
Party or such Party’s failure to comply with Applicable Law or Good Construction
Practices; and (d) could not have been avoided by the affected Party through the
exercise of proper diligence including the expenditure of reasonable monies and/or
taking reasonable precautionary measures, including (to the extent that such events
satisfy the foregoing criteria), the following:
(i) acts of God;

(ii) expropriation or confiscation of facilities;

(iii) war, terrorism, rebellion, sabotage or riot;

(iv) fires, explosions, hurricanes, tornados, floods, microbursts or other

natural catastrophes;

(v) actions or inaction of Governmental Authorities that render(s) illegal

performance required in connection with the Work;

(vi) national labor strikes;

(vii) a change in any Applicable Law (other than one affecting only a tax
payable by Contractor or any other cost of Contractor’s performance
hereunder) that takes place after the date of the Agreement; and

(viii) injunctions issued by Governmental Authorities;

provided, however, Force Majeure shall not include:

(A) lack of finances;

(B) strikes or labor disturbances limited to a single employer

performing any of the Work, unless, as a result of any such strike or
labor disturbance, there is no other Person capable and reasonably
available to Contractor to perform such Work;

(C) shortages or price fluctuations with respect to Contractor

Procured Materials;

(D) late delivery of Contractor Procured Materials, except to the

extent caused by an event that would otherwise constitute a Force
Majeure;

Appendix A - 4
 (E) economic hardship;

(F) shortages of manpower, except to the extent caused by an event

that would otherwise constitute a Force Majeure;

(G) delay or failure to perform of a Subcontractor, except to the

extent caused by an event that would otherwise constitute a Force
Majeure;

(H) machinery or equipment breakdown, except to the extent caused

by an event that would otherwise constitute a Force Majeure; or

(I) unavailability at the Project Sites of necessary water and other

utilities, except to the extent caused by an event that would otherwise
constitute a Force Majeure.

“General Representative” means any director, officer, employee, auditor, counsel,

financial and other advisors and other representatives and Affiliates of either Party.

“Good Construction Practices” means performance of the Work (a) in a good and
workmanlike manner, (b) in accordance with internationally accepted professional best
practices methods, techniques and standards in effect that are used at the time of
performance of the Work by first class construction firms for the construction of
facilities of similar type and scale to the Project Facilities, including those codes and
standards listed in the scope of Work and (c) in accordance with all Applicable Law.

“Governmental Authority” means any government and any political, judicial,

administrative, executive or legislative subdivision thereof, including (a) any national,
state, provincial, county, municipal, local or other governmental body, authority or
agency, and (b) any governmental, regulatory, administrative, executive, and judicial
departments, courts, commissions, boards, bureaus, ministries, agencies or other
instrumentalities exercising any administrative, regulatory, executive, judicial,
legislative, police, arbitral or taxing authority or power having authority over any Party,
any Subcontractor, the Project or any officer or other official representative of any of
the foregoing Persons.

“Hand Over Certificate” is defined in Appendix A, Article 2.6.

“Hand Over Date” means the date of Company's acceptance of Contractor's Hand
Over Certificate.

“Hazardous Substance” means any pollutant, contaminant, constituent, chemical,

mixture, raw material, intermediate product, finished product or by-product,
hydrocarbons or any fraction thereof, or industrial, solid, toxic, radioactive, infectious,
disease-causing or hazardous substance, material, waste or agent, including, without
limitation, all substances, materials or wastes which are identified or regulated under
any Environmental Law, or which may threaten life, health or property or adversely
affect the environment.

“Indemnitee” means a Company Indemnitee or a Contractor Indemnitee, as applicable.

Appendix A - 5
“Key Milestones” is defined in Appendix A, Section 17.1(a).

“Key Personnel” means the individuals designated by Contractor and approved by

Company to fill the staffing positions identified on Appendix K as the key positions.

“LCIA Rules” is defined in Appendix A, Section 22.10(c).

“Legal Dispute” means any dispute, controversy or claim, of any and every kind or
type, whether based on contract, tort, statute, regulations, or otherwise, arising out of,
connected with, or relating in any way to the Agreement, the relationship of the Parties,
the obligations of the Parties or the operations carried out under the Agreement,
including any dispute as to the existence, validity, construction, interpretation,
negotiation, performance, non-performance, breach, termination, or enforceability of
the Agreement, provided a Legal Dispute shall not include any matter referable to an
accounting firm for determination pursuant to the Agreement.

“Lien” means any lien, pledge, security interest, claim, mortgage, deed of trust, lease,
option, right of first refusal, easement, covenant, condition, restriction or servitude,
transfer restriction under any agreement (other than the Agreement), encumbrance or
any other restriction, encumbrance or limitation whatsoever.

“Mechanical Completion” is the milestone marking the end of construction and pre-
commissioning phase. The Work or Section or any applicable Works Packages (as the
case may be), has reached “Mechanical Completion” when the Work or any applicable
Works Package (as the case may be), has been constructed in accordance with drawings,
specifications, instructions, and applicable codes and regulations to the extent necessary
to permit cold commissioning and when all pre-commissioning procedures including
documentation have been completed. From this time all items of equipment can be duly
operated with test media such as water, air, nitrogen or solvent might be done. The
milestone “Mechanical Completion” shall be documented in written from.

“Mechanical Completion Certificate” has the meaning set forth in Appendix A,

Article 2.5 of the Agreement.

“Mechanical Completion Date” means the date Company's acceptance of

Contractor’s Mechanical Completion Certificate.

“Party” or “Parties” has this meaning set forth in the preamble to the Agreement.

“Party Group” includes employees, officers, shareholders, representatives/agents,

subsidiaries and Affiliates of the Party.

“Payment Milestones” means the milestones designated as such in the Payment

Schedule.

“Payment Schedule” means Appendix D.

“Performance Security” is defined in Section 4.2of the Agreement.

“Permanent Access Ways” means the roadways and other land (and related rights of
way, licenses or other rights of use) that collectively permit access from a public road

Appendix A - 6
to the Permanent Rights of Way for operation, maintenance and repair of the Project
Facilities.

“Permanent Rights of Way” means the land (and related rights of way or other rights
of use) on which the Project Facilities is to be located.

“Permits” means any permit, license, approval, consent, ruling, authorization,

certification, exemption, notification or registration by or with a Governmental
Authority or third parties in connection with the Project.

“Person” means any individual, corporation, partnership, joint venture, association,

trust, unincorporated organization or government or any agency or political subdivision
thereof.

“Personnel” is defined in Appendix A, Section 7.1(a).

“Principal Representatives” means the individuals designated by Company as

Company’s Representative under Appendix A, Section 6.5 and by Contractor as
Contractor’s Representatives under Appendix A, Section 7.2 as the persons who have
full authority to act on behalf of the designating party as to all aspects of the Agreement
and the Work.

“Progress Payment” means the portion of the Contract Price Company is obligated to
pay Contractor for Contractor’s proper and satisfactory completion of the Work
comprising a Payment Milestone in accordance with the Agreement.

“Prohibited Lien” means any Contractor Lien other than a Contractor Lien based on
Company’s continuing failure to pay any amount claimed by Contractor to be owed
pursuant to the Agreement and not disputed in good faith by Company.

“Project” means the design, development, construction, maintenance and ownership

of the Project Facilities.

“Provisional Acceptance” shall be deemed to have occurred with respect to the Project
Facilities or any applicable Works Package, in writing, by Company of the Provisional
Acceptance Certificate certifying that commissioning and performance test has been
completed to the satisfaction of Contract requirements and that the Project Facilities or
a Works Package is put in service by Company.

“Provisional Acceptance Certificate” is defined in Appendix A, Article 2.7

“Provisional Acceptance Date” means the date of Company's acceptance of

Contractor's Provisional Acceptance Certificate.

“Project Facilities” has the meaning set forth in Section 1.1 of the Agreement.

“Project Materials” means Contractor Procured Materials and Company Procured

Materials, in the aggregate.

“Project Schedule” is defined in Appendix A, Section 17.2(a).

Appendix A - 7
“Project Sites” means the Permanent Rights of Way, the Access Ways and any other
sites which are necessary to permit the construction of the Project Facilities.

“Proprietary Information” has the meaning set forth in Appendix A, Section 10.3.

“Punch List” means a list of all minor elements of the Work or Section or any Works
Packages (as the case may be) (which elements may not include items that may affect
the safety, reliability or operation of any Project Facilities) that remain to be completed
after Mechanical Completion of the same but that do not affect the use of any Project
Facilities or Section thereof (as the case may be), as approved or issued by Company
pursuant to Appendix A, Article 2.6(a).

“Release” means any spill, discharge, leak, emission, injection, escape, dumping,
leaching, dispersal, emanation, migration or release of any Hazardous Substance into
the environment, including the abandonment or discard of barrels, containers, tanks or
other receptacles containing or previously containing any Hazardous Substance.

“Replacement Contractor” means any Person other than Contractor retained by

Company to perform some or all of the Work following Contractor’s failure to perform
such Work.

“Retention” has the meaning set forth in Appendix A, Section 9.2(a).

“Retention Amount” has the meaning set forth in Appendix A, Section 9.2(a).

“Subcontract” means any contract, agreement, purchase order or obligation between

Contractor and any Subcontractor.

“Subcontractor” means any Person retained by Contractor to supply materials or

works in connection with the Project.

“Suspension” means a Company Suspension or a Contractor Suspension, as

applicable.

“Take-Over Notice” has the meaning set forth in Appendix A, Section 16.3(a).

“Target Mechanical Completion Date” has the meaning set forth in Section 1.3(b) of
the Agreement.

“Target Jurisdiction” has the meaning set forth in Section 1.1 of the Agreement.

“Target Schedule” means the schedule for the performance of the Work as set forth in
Appendix C and relevant Work Order, which may be adjusted only pursuant to
Appendix A, Section 15.2.

“Taxes” means any tax and similar governmental charge, impost, levy, fee or
assessment, however denominated (including income tax, business asset tax, franchise
tax, net worth tax, capital tax, estimated tax, withholding tax, use tax, gross or net
receipt tax, sales tax, transfer tax or fee, excise tax, real and personal property tax, ad
valorem tax, value added tax, payroll related tax, employment tax, unemployment
insurance, social security tax, minimum tax, and Import Tax and other obligations of
the same or a similar nature), together with any related liabilities, penalties, fines,

Appendix A - 8
additions to tax or interest, imposed at the national, state or municipal level, including
monetary corrections.

“Unrestricted Information” means any information disclosed by one Party to the

other Party that: (a) is or becomes part of the public domain without fault of the
receiving Party; (b) was received by the receiving Party from a Person under no
obligation to the disclosing Party with respect to maintaining the confidentiality thereof;
or (c) was already in the receiving Party’s possession and not subject to confidentiality
restrictions at the time the information was made available by the disclosing Party.

“Work” means all of the work and activities required to be performed by Contractor
pursuant to the Agreement and any Work Order.

“Work Order” means a work order to be entered by the Company and the Contractor
pursuant to the Agreement, in the form attached at Appendix Q,to provide certain works,
the specific details of which are set out in such Work Order.

“Work Order Price "means the price to be paid by the Company to the Contractor for
the performance of the Work specified in the Work Order, calculated in accordance
with the provisions of the Agreement and actual workload, and which will form part of
the Contract Price.

“Work Order Term "means the term (in days) as stated in the applicable Work Order.

1.2 References and Titles

(a) All references in the Agreement to Appendices, Articles, Sections,

subsections, and other subdivisions refer to the corresponding
Appendices, Articles, Sections, subsections, and other subdivisions of
the Agreement and all of the Appendices are incorporated into and made
a part of the Agreement, unless in each case expressly provided
otherwise.

(b) Titles appearing at the beginning of any Articles, Sections, subsections,

or other subdivisions of the Agreement are for convenience only, do not
constitute any part of such Articles, Sections, subsections or other
subdivisions, and shall be disregarded in construing the language
contained therein.

(c) The words “the Agreement,” “herein,” “hereby,” “hereunder,” “and

“hereof,” and words of similar import, refer to the Agreement as a whole
and not to any particular subdivision unless expressly so limited. The
words “this Section,” “this subsection,” and words of similar import,
refer only to the Sections or subsections hereof in which such words
occur.

(d) The word “or” is not exclusive, and the word “including” (in its various
forms) shall mean including (in its various forms) without limiting the
generality of the description preceding such term.

Appendix A - 9
 (e) Pronouns in masculine, feminine, or neuter genders shall be construed
to state and include any other gender.

(f) Words, terms, and titles (including terms defined herein) in the singular
form shall be construed to include the plural and vice versa, unless the
context otherwise expressly requires.

(g) General words in this Agreement shall not be given a restrictive meaning
by reason of their being preceded or followed by words indicating a
particular class of acts, matters or things or by examples falling within
the general words.

(h) A reference to a party to any document includes that party's successors

and permitted assigns.

ARTICLE II
SCOPE OF WORK

2.1 Scope of Work

(a) Contractor shall perform all work necessary or appropriate to carry out
and complete the construction, installation and erection of the Project
Facilities in accordance with the Authorized Design, the terms of the
Agreement and the performance of all warranty obligations hereunder,
including mobilization, foundation installation, structure assembly and
erection, and installation of Project Materials. Contractor shall construct
the Project Facilities (and ensure that the Project Facilities are
constructed) in conformity with the Authorized Design.

(b) Contractor shall furnish all supervision, labor, tools, construction

equipment, transportation and materials (other than Company Procured
Materials) necessary in connection with the complete, proper and timely
execution of the Work, including home office support, supervision,
labor, tools, transportation, safety equipment, construction equipment,
equipment, materials and supplies, unless explicitly excluded by the
terms of the Agreement.

(c) Contractor shall furnish and install such items as are necessary and
usually employed to comply with industry standards or are necessary to
properly perform the Work.

(d) Without limiting the generality of the foregoing, the Work shall include
the responsibilities set forth in Appendix B and any applicable Work
Order.

2.2 Permits

Contractor shall, at its sole cost, risk and expense, provide all notices, pay all
fees, and obtain each of the Permits for the performance of the Work as set forth
on Appendix F and any other Permits related to the Work other than Company
Permits, and any completion certificates required by Applicable Law

Appendix A - 10
 (collectively, the “Contractor Permits”)and shall cooperate with and
reasonably assist Company (including, but not limited to, providing documents
and information reasonably requested by Company) to obtain the Company
Permits. Upon request of Company, Contractor shall provide to Company
copies of each Contractor Permit obtained by Contractor.

If import license is required by any Governmental Authority for the Equipment

/ Materials, the import license shall be obtained by the Contractor at its own
cost/expense and risk. Company may but shall not be obligated to provide
reasonable necessary assistance to Contractor for obtaining such import license.

Contractor hereby acknowledges that pursuant to Iraqi laws, Iraqi government’s

rules and regulations and the requirement of Technical Service Contract for the
Missan Oil Fields dated May 17, 2010 entered into by and between Company
and other contracting parties, it is responsible for completing the relevant
corporate and trade registrations (in the form of establishing a legal entity or
otherwise) and obtaining all required licences, permits and consents (including
without limitation security clearance) in a timely manner at its own costs and
risk, and shall indemnify and hold Company harmless against any loss, damages,
penalties, Claims, liabilities, costs and/or expenses Company may suffer arising
from or in connection with any failure by Contractor to complete such
registration or obtain such licences, permits or consents.

2.3 Procurement and Imports

Contractor shall be solely responsible for the procurement (including the

importation, if necessary) of all Contractor Procured Materials, Consumables
and Contractor Equipment, including placement of purchase orders, inspections
at suppliers’ facilities, importation through any applicable customs regimes and
transportation to the Project Sites in compliance with the Target Schedule and
including without limitation payment of all Taxes related thereto.

2.4 Work Area

Except as otherwise provided herein, if the use of any land other than the
Permanent Rights of Way or Permanent Access Ways is required for the
performance of the Work (including any Construction Access Ways and any
areas for lay-down, storage, assembly, parking, camp or other purposes), then
the use of such land shall be procured by Contractor at its sole cost, risk and
expense. Contractor shall at its sole cost, risk and expense (a) obtain any Permit
or private party consent necessary to occupy and utilize such land, (b) occupy
and utilize such land in accordance with all Applicable Law, (c) use its
reasonable commercial efforts to prevent any damage to such land and minimize
any damage to vegetation on such land and (d) compensate any Person having
an interest in such land for any damage caused thereto and keep and leave such
land in a clean and orderly condition, and perform any remediation required by
Applicable Law.

2.5 Mechanical Completion

Appendix A - 11
 Contractor shall deliver to Company a certificate of Mechanical Completion
substantially in the form set forth in Appendix G-1 (the “Mechanical
Completion Certificate”) when Contractor believes it has achieved Mechanical
Completion of the Project Facilities and any applicable Works Package (as the
case may be). No later than thirty (30) days after Company’s receipt of such
certificate, Company shall deliver to Contractor written notice that either: (a)
Company accepts the Mechanical Completion Certificate; or (b) Contractor has
not achieved Mechanical Completion of the Work or any applicable Works
Package (as the case may be), which notice shall set forth in reasonable detail
the basis of Company’s determination.

In the event that Company notifies Contractor that Mechanical Completion has
not been achieved, Contractor shall diligently continue performing the Work
until Mechanical Completion of the Work or any applicable Works Package (as
the case may be) is achieved subject at all times to Company's rights under
Appendix A, Articles 21.2, 21.4 and any applicable Work Order. Neither the
approval or acceptance by Company of any part of the Work or any applicable
Works Package, nor payment by Company with respect to any part of the Work
or any applicable Works Package (as the case may be) shall relieve Contractor
of any unperformed or improperly performed obligations under this Agreement.
Company’s acceptance of or failure to reject the Work or any applicable Works
Package (as the case may be) shall not be deemed to be a waiver of any
representation, warranty, guarantee or of any breach of this Agreement or Work
Order. The Work or any applicable Works Package (as the case may be) shall
be taken over by Company when the written notice provided in (a) above in this
Appendix A, Article 2.5 is delivered by Company to Contractor.

2.6 Punch List

(a) The certificate delivered by Contractor pursuant to Appendix A, Article 5.1

shall include a proposed Punch List and a proposed schedule for the completion
of such Punch List Work. After Company’s review of such proposed Punch List,
the Parties shall confer in good faith and attempt to agree upon a final Punch
List. If the Parties are unable to agree on a Punch List within thirty (30) days
after the Mechanical Completion Date in respect of the Work or any applicable
Works Package which is the subject of the certificate, Company shall issue the
Punch List for such Work or any applicable Works Package (as the case may be)
to Contractor.

(b) Contractor shall diligently proceed to complete all Work on the Punch List
in accordance with the proposed schedule set forth therein. Company shall
provide Contractor with reasonable access to the Project Facilities and Project
Sites in order for Contractor to perform the Work specified on such Punch List,
but shall be entitled to schedule such Work in a manner so as to minimize any
adverse impact on the use of any Project Facilities. If Contractor does not
complete any Work on the Punch List within the time limits set forth in the
Punch List, Company may complete (or cause the completion of) such Work at
Contractor’s sole cost and expense. Any costs incurred by Company in
connection with the performance of the Work on a Punch List may, at
Company’s option: (a) be deducted from any funds withheld by Company as
Retention or be drawn from the Performance Security; (b) be deducted from any

Appendix A - 12
 amounts due to Contractor; or (c) if amounts due to Contractor and the
Performance Security or funds withheld as Retention, as applicable, are
inadequate to cover such cost and expense, be charged to Contractor, in which
case such amounts shall be due fifteen (15) days following receipt of an invoice
from Company.

2.7 Provisional Acceptance

Contractor shall deliver to Company a certificate of Provisional Acceptance the

form set forth in Appendix G-2 (the “Provisional Acceptance Certificate”)
when it believes it has achieved Provisional Acceptance of the Project Facilities
or any applicable Works Package (as the case may be). No later than [fourteen
(14)] days after Company’s receipt of a such certificate, Company shall deliver
to Contractor written notice that either: (a) Company accepts the Provisional
Acceptance Certificate; or (b) Contractor has not achieved Provisional
Acceptance, which notice shall set forth in reasonable detail the basis of
Company’s determination. In the event that Company notifies Contractor that
Provisional Acceptance has not been achieved, Contractor shall diligently
continue performing the Work in relation to the Project Facilities or any
applicable Works Package until Provisional Acceptance is achieved.

2.8 Hand Over

Contractor shall deliver to Company a certificate of Hand Over substantially in

the form set forth in Appendix G-3 (the “Hand Over Certificate”) when it
believes it has achieved Hand Over of the Project Facilities or any applicable
Works Package (as the case may be). No later than fourteen (14) days after
Company’s receipt of a such certificate, Company shall deliver to Contractor
written notice that either: (a) Company accepts the Hand Over Certificate; or
(b) Contractor has not achieved Final Completion, which notice shall set forth
in reasonable detail the basis of Company’s determination. In the event that
Company notifies Contractor that Hand Over has not been achieved, Contractor
shall diligently continue performing the Work in relation to the Project Facilities
or any applicable Works Package until Hand Over is achieved.

2.9 Hazardous Substance

(a) Upon the discovery of any Hazardous Substances existing on or under

the Project Sites as of the Contract Date, or of any article of value or
antiquity or of archaeological or geotechnical interest, Contractor shall:

(i) promptly cease work in the affected area and direct its workers
and Subcontractors not to remove or further disturb the material
or item;

(ii) promptly notify Company of such discovery;

(iii) use all reasonable efforts to mitigate the effects of any such
discovery on the Project Sites, any property or Person, and the
performance of the Work; and

Appendix A - 13
 (iv) follow any and all directions of Company or its representatives
with respect to such discoveries.

(b) Contractor shall not under any circumstances be required pursuant to

Appendix A, Section 2.6(a) to remediate any existing Hazardous
Substances. As Contractor’s sole remedy, Contractor shall be entitled
in accordance with Appendix A, Article XII to a reasonable extension
to the Target Completion Date in respect of any delay suffered by reason
of such discovery or Company’s directions with respect to such
discovery, other than as a result of Contractor’s breach of its obligations
under the Agreement. Any item of value or archaeological or
geotechnical interest shall, as between Company and Contractor, be
deemed the property of Company.

(c) Contractor assumes the risk with respect to existing geotechnical

conditions and underground man-made obstructions, and Contractor
shall not be entitled to an adjustment in the Contract Price or Target
Completion Date or other provision of the Agreement for any increment
costs or delay caused by such geotechnical conditions.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

3.1 Contractor’s Representations and Warranties

Contractor represents to Company as follows:

(a) Contractor is duly incorporated, organized or formed (as applicable),

validly existing and in good standing under the law of the jurisdiction of
its incorporation, organization or formation. Contractor has full power
and authority to own its property and to carry on its business as now
conducted.

(b) Contractor has full power and authority to execute the Agreement and
to carry out all its obligations under the Agreement. Its execution and
performance of the Agreement and the consummation of the
transactions contemplated by the Agreement have been duly authorized
by all requisite corporate action on its part. The Agreement constitutes
a valid and legally binding obligation of Contractor, enforceable against
it in accordance with its terms, except as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and
other similar laws now or hereafter in effect relating to creditors’ rights
generally. Contractor’s representative executing the Agreement has
sufficient authority to sign the Agreement in Contractor’s name and on
Contractor’s behalf, and such authority has not been limited or revoked.

(c) Contractor’s execution and performance of the Agreement and the

transactions contemplated hereby do not constitute a breach of any term
or provision of, or a default under, (i) any contract or agreement to which
it or any of its Affiliates is a party or by which it or any of its Affiliates

Appendix A - 14
 or its or their property is bound, (ii) its organizational documents or
(iii) any Applicable Law.

(d) There is no legal proceeding pending or, to its knowledge, threatened

against Contractor that could adversely affect the validity of the
Agreement or the ability of Contractor to perform its obligations
hereunder.

(e) Contractor has reviewed the Agreement and has and will be at all times
have (or, relying on the services of Subcontractors, will be able to obtain
and maintain for the term of the Agreement) the requisite expertise,
professional qualifications, licenses, registrations, skills, personnel,
technology, experience, technical and financial resources to perform the
Work in accordance with the Agreement.

(f) None of Contractor Procured Materials or Contractor’s Equipment, or

their sale or use by Contractor or Company, or the provision by
Contractor of services hereunder, will infringe any patents or any
copyrights, trademark or proprietary information rights of others.

3.2 Company’s Representations and Warranties

Company represents to Contractor as follows:

(a) Company is duly incorporated, organized or formed (as applicable),

validly existing and in good standing under the law of the jurisdiction of
its incorporation, organization or formation. Company has full power
and authority to own its property and to carry on its business as now
conducted.

(b) Company has full power and authority to execute the Agreement and to
carry out all its obligations under the Agreement. Its execution and
performance of the Agreement and the consummation of the
transactions contemplated by the Agreement have been duly authorized
by all requisite corporate action on its part. The Agreement constitutes
a valid and legally binding obligation of Company, enforceable against
it in accordance with its terms, except as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and
other similar laws now or hereafter in effect relating to creditors’ rights
generally. Company’s representative executing the Agreement has
sufficient authority to sign the Agreement in Company’s name and on
Company’s behalf, and such authority has not been limited or revoked.

(c) Company’s execution and performance of the Agreement and the

transactions contemplated hereby do not constitute a breach of any term
or provision of, or a default under, (i) any contract or agreement to which
it or any of its Affiliates is a party or by which it or any of its Affiliates
or its or their property is bound, (ii) its organizational documents or
(iii) any Applicable Law.

Appendix A - 15
 (d) There is no legal proceeding pending or, to its knowledge, threatened
against Company that could adversely affect the validity of the
Agreement or the ability of Company to perform its obligations
hereunder.

ARTICLE IV
STANDARD OF PERFORMANCE

4.1 Standard of Work and Contractor Procured Materials

(a) Contractor represents and warrants that all Work performed hereunder,
including all Contractor Procured Materials supplied hereunder and the
Project Facilities, is: (i) new, undamaged and free from defects at the
time installed; (ii) in good quality and condition; (iii) performed or
installed, and otherwise, in accordance with any applicable
manufacturer or vendor warranty requirements, Good Construction
Practices, the scope of Work, all other requirements and provisions of
the Agreement, and Applicable Law.

(b) Any Work or Contractor Procured Materials that fully satisfies the
requirements and standards set forth in Appendix A, Section 4.1(a) is
referred to herein as “Conforming” (and any Work or Contractor
Procured Materials that fails to satisfy any such requirements or
standards is referred to herein as “Defective”; and the condition causing
such Work or Contractor Procured Materials to be Defective is referred
to herein as a “Defect”).

(c) Contractor shall, at its sole cost and expense, promptly correct any part
of the Work that is Defective, regardless of the stage of its completion
or the time or place of discovery of such errors and regardless of whether
Company has previously accepted it through mistake, inadvertence,
oversight or otherwise.

4.2 Environmental Compliance

(a) Contractor shall perform all Work in accordance with any

Environmental Law applicable to the Work and in compliance with all
provisions of the Agreement regarding the environment.

(b) Company shall have the right (but not the obligation) to require
Contractor to stop any portion of the Work that is performed in violation
of Appendix A, Section 4.2(a).

(c) Contractor shall report to Company’s Representative, as soon as

reasonably possible, but in no event later than twenty-four (24) hours
after having knowledge of any material violation of Contractor’s
obligations under Appendix A, Section 4.2(a).

(d) Contractor shall at its sole cost, risk and expense remediate any release
of any substance or other event that occurred as a result of Contractor’s
violation of its obligations under Appendix A, Section 4.2(a).

Appendix A - 16
4.3 Compliance with Applicable Laws and Other Requirements

(a) Contractor represents, warrants and covenants that the Work shall
comply in all respects with all Applicable Laws.

(b) Contractor shall immediately notify Company of, and forward to

Company copies of, any notices received by Contractor from any
Governmental Authority regarding any material violation, suspected
material violation thereof or investigation with respect to a suspected
material violation of any Applicable Law with respect to the
performance of the Work (or not relating to the Work if the existence of
such violation could (i) adversely affect the ability of Contractor or any
Subcontractor to obtain or maintain any Permit; (ii)otherwise adversely
affect the Work; or (iii) adversely affect Company).

(c) Contractor shall comply with all Permits and all agreements relating to
the Project Facilities in connection with the Work, including all
restoration or cleanup upon completion of construction and installation
required by the Agreement.

ARTICLE V
SAFETY; PROTECTION; RISK OF LOSS

5.1 Safety

(a) Contractor and Company both recognize and agree that safety is of
paramount importance in the performance of the Work and that
Contractor is fully and solely responsible for ensuring that the Work is
performed in a safe manner.

(b) Contractor shall establish and maintain a safety program, and shall
submit such program to Company for review and comment no less than
ten (10) days prior to the Commencement Date. Contractor shall, and
shall cause its employees, agents and Subcontractors (and their
respective employees and agents) to, comply with such safety program
and any other reasonable safety procedures in performing the Work.

(c) Should Company (acting through Company’s Representative or

otherwise) at any time observe Contractor performing the Work or any
portion thereof in an unsafe manner or in a manner that may, if
continued, become an unsafe manner or otherwise not in accordance
with the safety requirements of the Agreement, Company shall have the
right, but not the obligation, to require Contractor to stop such portion
of the Work (at Contractor’s sole cost, risk and expense), until such time
as the manner of performing the Work has been corrected to comply
with the requirements of the Agreement.

(d) In the event of any emergency endangering life or property, Contractor

shall take such action as may be necessary to prevent, avoid or mitigate
injury, damage or loss and shall promptly notify Company of any such
emergency and the actions taken by Contractor. If Contractor fails to

Appendix A - 17
 take such action, Company without prior notice to Contractor may (but
is not obligated to) take reasonable precautions to prevent, avoid, or
mitigate injury, damage or loss, but the taking of such action by
Company or Company’s failure to do so shall not limit or affect
Contractor’s obligations under this Appendix A, Section 5.1(d).
Contractor shall reimburse Company for the costs incurred by Company
in taking such precautions.

(e) Contractor shall, and ensure that its servants, agents and subcontractors
shall observe all Company’s rules, regulations, guides and requirements
in relation to health, environment protection and safety as specified in
APPENDIX P Health, Safety, Security and Environmental
Requirements or as may be notified to the Contractor from time to time.

5.2 Security and Protection

(a) Until Project Completion, Contractor shall continuously maintain the

physical security for all Consumables and Project Materials in its
custody and control, regardless of title thereto, at its sole cost and
expense.

(b) Contractor shall exercise commercially reasonable efforts to protect its

employees, Subcontractors, agents, representatives and their respective
employees, and others in the vicinity of the Work, from injury or loss
arising in connection with the Agreement or the Work, in accordance
with Good Construction Practices and the scope of Work.

5.3 Risk of Loss

(a) Except as provided in Appendix A, Section 5.3(c), Contractor shall be

responsible for the care, custody and control of the Work, the Project
Facilities, all Contractor Procured Materials, all Consumables and all
Contractor Equipment and shall assume all risk of any physical loss or
damage thereto or destruction thereof until the Project Completion Date.

(b) Upon the Project Completion Date, care, custody and control of the
Project Facilities shall pass from Contractor to Company, and Company
shall thereafter assume all risk of any physical loss, damage thereto or
destruction thereof.

(c) Company shall bear the risk of physical damage or loss to any Company
Procured Materials until such time as such materials are delivered to
Contractor for incorporation into the Project Facilities, from and after
which time risk of physical damage or loss thereto will be borne by
Contractor in accordance with this Appendix A, Section 5.3.

5.4 Passage of Title

Contractor warrants and guarantees that legal title to all Work and Contractor
Procured Materials shall pass to Company free and clear of any and all Liens,
security interests or other encumbrances. In the event of any failure to conform

Appendix A - 18
 to this warranty, Contractor, upon prompt written notice of such failure, shall
defend the title to the Work and Contractor Procured Materials.

5.5 Notification of Injury or Damage

Contractor shall promptly notify Company of any (a) injury to, or death of,
persons or (b) alleged or actual material damage to property arising from or
related to the Work or any actual or alleged criminal conduct by any of
Contractor’s agents or employees, the agents or employees of any
Subcontractor, or of any other Person associated with the Work.

5.6 Presence of Company

(a) Contractor acknowledges that during the course of the Work, Company
may have its inspectors, employees, agents and representatives at the
Project Sites. Such personnel shall not be under the control or
supervision of Contractor. The presence of such personnel shall not
constitute their assuming care, custody and control of the Project
Facilities.

(b) Contractor, at its sole cost, risk and expense, shall provide
accommodations to Company personnel as provided in the scope of
Work. Contractor shall provide, subject to availability, reasonable
accommodation to such other of Company’s personnel, at Company’s
sole cost, risk and expense, as Company shall reasonably request from
time to time at each site where work is conducted or is to be conducted.

ARTICLE VI
COMPANY RIGHTS AND OBLIGATIONS

6.1 Authorized Design

No later than the deadline set forth in the Target Schedule, Company shall
provide Contractor with the detailed design and engineering specifications for
the Project Facilities (the “Authorized Design”); provided, however, Company
may supplement, amend or modify the Authorized Design as it deems
necessary.

6.2 Company Procured Materials

(a) Company shall: (i) directly procure all Company Procured Materials
pursuant to Company purchase orders or agreements; and (ii) cause all
Company Procured Materials to be delivered to a Project Site in
accordance with the Project Schedule.

(b) Company shall provide Contractor with Material safety data sheets for
all Company Procured Materials.

6.3 Permits

Company shall be responsible for obtaining the Company Permits listed on

Appendix I by the date set forth opposite such Company Permit (or if no date is

Appendix A - 19
 set forth, then prior to the date such Company Permit is required pursuant to the
then current Project Schedule) and maintaining such permits in full force and
effect as necessary for the completion of the Work.

6.4 Site Acquisition

Company shall be responsible for the acquisition of and the payment for the
Permanent Access Ways and Permanent Rights of Way, provided Contractor
shall participate in the process of such acquisition in accordance with the
procedures described in Appendix J.

6.5 Company’s Representative

Company shall designate in writing to Contractor one of its officers, employees

or representatives as Company’s representative as to the Agreement (the
“Company’s Representative”), who shall have full authority to act on behalf
of Company with respect to entering into Work Orders, Change Orders and with
respect to all other aspects of the Agreement and the Work. Company shall also
designate in writing to Contractor at least one (1) of its officers, employees or
representatives as substitute for the Company’s Representative in the event the
person designated as Company’s Representative in the preceding sentence is
unable to serve as the Company’s Representative at any time.

ARTICLE VII
CONTRACTOR’S PERSONNEL AND REPRESENTATIVES

7.1 Contractor’s Personnel

(a) Contractor shall, and shall cause its Subcontractors to, furnish all
personnel, crews, supervisors, watchmen and other employees, agents
and representatives (“Personnel”) necessary to properly and timely
perform the Work in a safe manner and otherwise in accordance with
the Agreement. Company shall not be responsible for providing shelter,
food, water, medical attention, transportation, security or any other
service or facility whatsoever for the Personnel of Contractor or any
Subcontractor. All immigration requirements, and all passports, visas
and other migratory documents, required for Personnel of Contractor or
any Subcontractor shall be the responsibility of Contractor.

(b) Contractor shall, and shall cause its Subcontractors to, employ qualified,
competent and properly licensed Personnel to perform the Work.
Contractor shall immediately remedy any failure by any Personnel of
Contractor or any Subcontractor to comply with the Agreement.

(c) Contractor shall provide adequate personal supervision of the Work by

skilled supervisors, inspectors, superintendents, foremen and watchmen
to the extent necessary or appropriate to ensure compliance with the
provisions of the Agreement, including with respect to quality control,
health, safety and environmental matters.

Appendix A - 20
(d) Contractor shall use all commercially reasonable efforts to prevent, and
mitigate the effects of, any strikes, work stoppages, slowdowns or
similar activities of or by, or lockouts against, Contractor’s Personnel or
the Personnel of any Subcontractor that would delay or otherwise
impede the progress or quality of the Work.

(e) If Company determines that any Personnel of Contractor or any

Subcontractor is acting in an unsafe manner with respect to the Work or
in a manner not in material compliance with Applicable Law (including
environmental compliance with respect to the Work) or Good
Construction Practices, Company shall have the right to cause
Contractor to remove the relevant person or persons from the Work. If
Company has a reasonable basis for designating such removal,
Contractor shall indemnify, defend and hold harmless each Company
Indemnitee from and against any and all Claims of any kind whatsoever
based on negligence, defamation, wrongful discharge, wrongful
dismissal or otherwise that such Company Indemnitee may suffer,
sustain, pay or incur as a result of any such removal.

(f) The organizational chart of Contractor’s staffing positions for the

Project is set forth in Appendix K, and Contractor shall provide
Company with updates to such chart as soon as reasonably practicable
after any changes to Contractor’s staffing positions occur. After
designation of the Key Personnel by Contractor, which shall be
submitted to, and approved by, Company prior to the Commencement
Date, Contractor shall not substitute any Key Personnel without
Company’s prior approval, which approval shall not be unreasonably
withheld, except in the event of death, incapacity or termination of the
labor relationship with Contractor or any of its Affiliates, in which
events approval shall not be required.

(g) Contractor’s labor issue and employee protection

i. Without prejudice to Company’s rights under this Agreement, the

Contractor shall be solely responsible for managing and
protecting the rights and interests of its employees in accordance
with applicable labor laws, and preventing labor issues and
handling labor disputes in a timely manner. The Contractor shall
select its employees strictly in accordance with Applicable Laws
and ensure that all its employees hold and maintain all licenses,
authorizations and permissions, and, where applicable, a valid
visa, required for the employee to work for the Contractor in his
or her assigned role in accordance with Applicable Laws and the
Contractor shall not use for the purposes of this agreement any
employee who has a criminal record, who has been involved in
any terrorist related activity or the funding of terrorist related
activity or who is otherwise not of good character. The
Contractor shall indemnify and hold Company harmless against
any losses, whether direct or indirect, and damages arising out of
or incidental to Contractor’s failure to comply with this article
and/or Applicable Laws.

Appendix A - 21
ii. Insofar as the Contractor which is subjected to or governed by
Chinese laws or controlled by Chinese entity is concerned, the
Contractor shall strictly follow Chinese rules and regulations and
instructions of the Chinese government, including but not limited
to: Regulation on the Administration of Contracting Foreign
Projects, Regulation on the Administration of Foreign Labor
Cooperation, Provisions on the Prevention and Treatment of
Overseas Labor Affairs. Specifically, the Contractor:

 shall sign contracts (employ contract or service contract,

as the case may be) with the employees, strictly follow
the terms and conditions of the contracts, and pay salaries
and provide the agreed benefits to the employees in a
timely manner;

 shall NOT utilize labor service agents which do not have

Chinese certificates for foreign labor cooperation or labor
service agents which has materially breached Chinese
laws, and shall not engage persons who do not have valid
VISA of the country in which this Agreement is
performed;

 shall NOT subcontract the labor service of this

Agreement;

 shall strengthen the management of its subcontractors and

ensure its subcontractors will neither assign the project to
any other person nor dismember the project and then
assign the project in part to other persons; and

 shall establish and strictly follow the mechanism for

preventing and managing labor disputes and group
events, as well as mechanism for emergency treatment,
and protect the interest of the employees.

The Contractor shall indemnify and hold Company harmless

against any losses, whether direct or indirect, and damages
arising out of or incidental to Contractor’s failure to comply with
this article and/or Applicable Laws.

Appendix A - 22
7.2 Contractor’s Representatives

(a) Contractor shall designate from time to time in writing to Company

certain of its Personnel as Contractor’s representatives as to the
Agreement (the “Contractor’s Representatives”), which designations
may limit the authority of such individuals.

(b) One of Contractor’s Representatives shall have full authority to act on

behalf of Contractor with respect to entering into Work Orders, Change
Orders and with respect to all other aspects of the Agreement and the
Work.

(c) Contractor shall also designate in writing to Company at least one (1) of
its employees or representatives as a substitute for the Contractor’s
Representative referred to in the immediately preceding sentence in the
event such Contractor’s Representative is unable to serve as the
Contractor’s Representative at any time. Contractor shall have at least
one (1) of the Contractor’s Representatives with full authority available
during all periods, including overtime and second and third shifts, when
Work is in progress.

(d) Contractor shall advise Company in advance of any planned absences of

any Contractor’s Representative along with the name of the Contractor’s
Representative acceptable to Company who is authorized to act in his
absence.

ARTICLE VIII
SUBCONTRACTS

8.1 Right to Subcontract

Subject to the terms and conditions set forth herein, Contractor shall have the
right to utilize Subcontractors to perform portions of the Work; provided,
however, Contractor shall remain liable to Company for the Work performed by
Subcontractors to the extent as if Contractor had performed such Work directly.
Each Subcontract must include: (a) as Subcontractor obligations the material
obligations of Contractor under the Agreement; and (b) as Contractor rights the
material rights of Company (including audit rights) under the Agreement.

8.2 Subcontractor Warranties

Appendix A - 23
 Contractor shall procure from each Subcontractor warranties with respect to any
materials, equipment or services provided by such Subcontractor and shall
require that all such Subcontractor warranties be assignable to Company.
Contractor shall conditionally assign to Company all Subcontractor warranties
pursuant to an instrument in form and substance reasonably acceptable to
Company, such conditional assignment to become effective upon the Project
Completion Date or termination of the Agreement, whichever occurs first.
Contractor shall diligently enforce all Subcontractor warranties at all times prior
to the Project Completion Date or termination of the Agreement, whichever
occurs first. Contractor shall not take any action which could amend, modify,
release, void, impair, discharge or waive any Subcontractor warranties.

8.3 Manufacturer Information

Contractor shall require that Company be a recipient of manufacturer’s notices

(including any and all health and safety advisories and notices) related to any
equipment, supplies, structures and/or materials supplied to Company by
Contractor or any Subcontractor. Contractor shall also require Subcontractors
to provide Company with documentation regarding equipment and materials
comprising the Project Facilities, including design manuals, and operation and
maintenance manual.

8.4 No Relationship with Company

None of Company’s rights under the Agreement shall create any contractual
relationship between Company and any Subcontractor.

8.5 Assignment of Subcontracts

Contractor shall include in each Subcontract a consent to the assignment of such

Subcontract to Company or Company’s designee upon termination of the
Agreement, which assignment shall be effected automatically, at Company
option, by notice from Company to the applicable Subcontractor.

8.6 Subcontractor Compliance

If the Work of a Subcontractor is not in compliance with the requirements of

the Agreement, Contractor shall take immediate steps to bring such Work into
compliance or, at Company’s written request, terminate its Subcontract with
such Subcontractor at no cost to Company.

Appendix A - 24
 8.7 Liens

(a) Contractor shall not directly or indirectly create, incur, assume or suffer
to be created any Prohibited Liens and hereby expressly waives any right
to file, or cause to be filed, any such Prohibited Lien. Contractor shall
promptly pay or discharge, and discharge of record, any claim, lien or
encumbrance which, if unpaid, might be or become a Prohibited Lien.
Contractor shall immediately notify Company of the assertion of any
Contractor Lien.

(b) Contractor, in its Subcontracts, shall require all Subcontractors to

expressly waive the right to file any lien against Company’s property,
and, if requested, provide Company with copies of such waivers.

(c) Upon the failure of Contractor to promptly pay or discharge any

Prohibited Lien within thirty (30) days of notice of the existence thereof
from any source, Company may, but shall not be obligated to, pay or
discharge such Prohibited Lien or take any other steps it deems
necessary or appropriate to settle the Claim(s) underlying such
Prohibited Lien, including bonding off such lien. Company shall be
entitled immediately to: (i) recover from Contractor any costs incurred
in removing any Prohibited Lien(s); or (ii) set off any such costs against
amounts owed by Company to Contractor.

ARTICLE IX
PAYMENTS

9.1 Advance Payment

Appendix A - 25
 (a) Company shall be under no obligation to make any payment to
Contractor in respect of the advance payment until it has received (i)
an invoice in accordance with Article 9 of this Agreement, (ii) the
Performance Security in accordance with Article 4.2 of the
Agreement,(iii) an advance payment guarantee in amounts and
currencies equal to the advance payment. This advance payment
guarantee shall be issued by an entity and from within a country (or
other jurisdiction) approved by Company, and shall be in the form
annexed to Appendix R of this Agreement or in another form approved
by Company.

9.2 Invoicing

When Contractor considers that a Payment Milestone has been achieved, it

shall, in writing, notify Company accordingly and provide a draft Payment
Milestone Completion Certificate using the form attached in Appendix D for
Company's review. Within ten (10) days Company shall either:

(a) approve the draft Payment Milestone Completion Certificate by

delivering written notice of the same to Contractor if Company is
satisfied that the Contractor has achieved the Payment Milestone. Such
draft Payment Milestone Certificate shall become final upon Company
approval, or

(b) reject the Contractor's draft Payment Milestone Completion

Certificate by delivering written notice of the same to Contractor
setting forth the list of uncompleted items.

There will be no partial payments made against any partially completed

Payment Milestone. The Payment Milestone Completion Certificate shall not
be construed as acceptance of any part of the Work. The Payment Milestone
Completion Certificate does not relieve the Contractor of any continuing
obligation to Company under the Agreement nor does it affect any statutory or
common law rights held by Company or Contractor. The achievement of a
Payment Milestone shall be determined by Company at its sole discretion.

Fifteen (15) days after the Payment Milestone Completion Certificate approval,

Contractor shall submit an original invoice to Company, in a form approved by

Company, showing in detail the amounts to which Contractor considers himself
to be entitled, together with supporting documents which shall include the
relevant report on progress in accordance with Appendix A, Article 20.5.

Each invoice shall be in a form approved by Company in [Dollars]:

(a) the aggregate amount due and payable to Contractor in respect of the
completion of the relevant Payment Milestone

(b) any amount to be deducted for retention, calculated by applying the

Appendix A- 1
 percentage of retention stated in Article 2.6 of the Agreement to the
total of the above amounts, until the amount so retained by Company
reaches the limit of retention;

(c) any amounts to be added and deducted for the advance payment and
repayments in accordance with Appendix A, Article 12.1;

(d) any other additions or deductions which may have become due under
the Agreement or otherwise, including those under Appendix A,
Article 26.8;

and shall be accompanied by:

(e) a Lien waiver in form and substance acceptable to Company;

(f) a certification that:

(i) all Subcontractors have been paid the monies due and payable for
Work performed or will be paid from proceeds of the current
invoice;

(ii) all documents including vouchers, financial settlements, billings

and reports submitted with the invoice are a true reflection of the
activities and transactions to which they relate;

(iii) Contractor is entitled to payment of the amount invoiced; and

(iv) each of the representations and warranties made by Contractor in

Appendix A, Article 6.1 was true and correct when made and
remains true and correct on the date of such invoice.

9.3 Payment for Contractor Procured Materials intended for the Work

If Contractor is entitled, under the Agreement, to an interim payment for

Contractor Procured Materials which are not yet delivered to the relevant
Project Site, Contractor shall nevertheless not be entitled to such payment
unless:

(a) the relevant Contractor Procured Materials are in the Target

Jurisdiction and have been marked as Company's property in
accordance with Company's instructions; or

(b) Contractor has delivered, to Company, evidence of insurance and a

bank guarantee in a form and issued by an entity approved by Company
in amounts and currencies equal to such payment. This guarantee may
be in a similar form to the form referred to in Article 4.2 of the
Agreement and shall be valid until the Contractor Procured Materials
are properly stored on the Project Site and protected against loss,
damage or deterioration.

Appendix A- 2
 9.4 Retention (Not Applicable)

(a) Notwithstanding anything to the contrary set forth herein, all amounts
owed by Company in respect of the Work shall be subject to a retention
of the percentage set forth in Section 2.6of the Agreement
(“Retention”), which shall be retained or applied by Company in
accordance with the terms of the Agreement (the aggregate amount
subject to such Retention, the “Retention Amount”); provided,
however, Company may decide to release a portion of the Retention
Amount if it determines, in its sole and absolute discretion, that a
reduced Retention Amount adequately protects Company from any and
all risks associated with Contractor’s performance of the Work.

(b) Company may utilize all or any portion of the Retention to satisfy
Contractor’s obligations under the Agreement.

9.5 Payments of Invoices

(a) No later than days Ninety (90) days after Company’s acceptance of an
invoice submitted in accordance with Appendix A, Article 12.2
(including all supporting data), Company shall remit the undisputed
amount due to Contractor with respect to such invoice. Payments shall
be made by wire transfer of immediately available funds in Dollars to
an account designated by Contractor. The account shall be designated
by Contractor at least ten (10) days prior to delivery of the invoice.

(b) Company shall not be obligated to make any payment to Contractor if:

(i) Contractor has not provided an acceptable Performance Security

in accordance with the terms of this Agreement, or the original
Performance Security has lapsed or become invalid;

(ii) at the time of such proposed payment a Contractor Default shall

have occurred and be continuing or an event shall have occurred,
for which Company has delivered a notice of default and which
with the passage of time and the failure of Contractor to cure
would constitute a Contractor Default (provided a Contractor
Default or a notice of default shall not affect any obligation of
Company to pay any undisputed amounts of an invoice due to
Contractor under the Agreement unless withholding such
undisputed amounts is reasonably necessary to protect Company
from loss because of Contractor Default or notice of default);

(iii) all Delay Liquidated Damages owing to Company shall not have
been either paid or set off against amounts then due to Contractor
or the unpaid balance of the Contract Price would not be adequate
to cover Delay Liquidated Damages for the anticipated delay; or

(iv) Contractor fails to submit proper invoices with all required

attachments and supporting documentation.

Appendix A- 3
 Company shall within twenty-two (22) days after receiving an
invoice and supporting documents, give to Contractor notice of
any items in the invoice with which Company disputes, with
reasons.

(v) Contractor fails to provide social security clearance letter from

the Social Security Department of the Republic of Iraq to
Company. The Company reserves the rights to withhold any
payment under this Agreement if the social security clearance
letter has not been provided by the Supplier.

9.6 Set-Off

Company may set off any amount due and payable from Contractor under the
Agreement against any amount due and payable to the Contractor from
Company under the Agreement.

9.7 Withholding

Notwithstanding any other provision of this Agreement to the contrary, upon

written notice to Contractor Company may withhold, from any payment
otherwise due to Contractor under the Agreement, such amount, and for so long,
as Company deems reasonably necessary to protect Company in respect of any
of the following:

(a) defective, deficient or damaged Work;

(b) third party claims for which Contractor is liable under the Agreement
except to the extent that Contractor demonstrates that such claims are
provided for by insurance or otherwise to the reasonable satisfaction of
Company;

(c) any Lien arising or likely Lien claim not directly attributable to non-
payment by Company;

(d) Company is of the opinion, based on reasonable grounds, that the

entire Work cannot be completed for the unpaid balance of Contract
Price;

(e) failure of Contractor to promptly pay any amount of indebtedness

incurred in the performance of the Work when such amount is due and
payable (including payments required to be made to any Subcontractor
or under workers' compensation or other Applicable Laws), which is
not directly attributable to a payment default of Company;

(f) failure of Contractor to provide and maintain insurance required by

the provisions of the Agreement; or

(g) failure of Contractor to perform any of its other obligations under the
Agreement.

against future payments until such Payment Milestone is achieved.

Appendix A- 4
9.8 Final Documents

Contractor shall deliver, along with the last invoice, (a) a signed written general
release (conditioned on the payment of such invoice and the payment of all
amounts finally determined to be due and owing from previous invoices)
releasing Company (and its Affiliates, shareholders, agents, representatives and
employees) from any and all claims by Contractor arising under or in any way
connected with payments due and owing with respect to the Work performed
(except that the foregoing release shall not, unless the Parties agree expressly
otherwise, release Company from any claims for indemnification then existing
or thereafter arising under Appendix A, Article 21.1(b), through the Final
Completion Date of the Work and certifying that all Subcontractors have been
paid or will be paid from the last invoice, and (b) a final lien release in the form
of Appendix L (the “Final Release”).

9.9 Taxes

(a) Contractor shall pay and be responsible for any and all Taxes, levies,
excises, duties, assessments and other charges of any kind levied by any
Applicable Laws on or because of:

(i) the performance of the Work by Contractor and/or any

Subcontractor;

(ii) any payment to, or the Work of, Contractor and/or any
Subcontractor;

(iii) the ownership, use or incorporation of any equipment, supplies,

material or labor in the performance of the Agreement, arising
prior to title thereto passing to Company pursuant to the terms
hereof;

(iv) the repatriation of any of Contractor’s or any Subcontractor’s

material or equipment; or

(v) taxes that are measured by wages, salaries or other remuneration

paid to persons employed by Contractor or any Subcontractor, or
that arise by virtue of their employment.

(b) Contractor shall bear and pay any and all liabilities or Claims for any
income taxes, profits taxes, property taxes, stamp taxes, document taxes,
value added taxes, sales taxes, excise taxes, surtaxes, surcharges or any
other taxes or governmental charges which any Governmental Authority
having jurisdiction over the Agreement, or the relevant Delivery Point
may impose, assess or levy against any member of Contractor and its
Affiliates on account of or resulting from the execution or performance
of the Agreement by Company or Contractor and its Affiliates engaged
in providing the Equipment and Services. For avoidance of doubt,
Contractor accepts full and exclusive responsibility for, and
acknowledges that Company shall not reimburse Contractor for, any
corporate income taxes (whether imposed upon gross or net income),

Appendix A- 5
 franchise taxes, property taxes, or any payroll, social security and other
employment taxes on or in connection with the Equipment and Services
imposed upon Contractor or any of its Affiliates by any Governmental
Authority having jurisdiction over the Agreement, or the relevant site in
connection with or incidental to the Agreement, or the provision of the
Equipment and Services.

(c) Any Tax payable with respect to, and not included in, the Agreement or
any agreement with any Subcontractor is included in the Contract Price
and shall be paid by Contractor. Contractor agrees to have taken into
account, in its rates, sums, and prices all and any Taxes which any
Governmental Authority having jurisdiction over the Agreement, or the
relevant Delivery Point may impose, assess or levy against any member
of Contractor and its Affiliates on account of or resulting from execution
or performance of the Agreement by Company or Contractor and its
Affiliates engaged in performing the Work.

(d) Contractor further agrees to make all reports and take all other actions
legally required to satisfy tax, accounting and reporting requirements of
any Governmental Authority having jurisdiction over the Agreement,
the relevant Delivery Point or the performance of Contractor and its
Affiliates engaged in providing the Services under the Agreement.

(e) Contractor further agrees to withhold from wages, salaries, fees or other
remuneration of its agents, servants, employees or Subcontractors (or, if
applicable, the agents, servants or employees of its Affiliates or
Subcontractors), all sums required to be withheld by the Applicable
Laws, rules and regulations of the country or countries having
jurisdiction over the Agreement or the relevant Delivery Point and to
pay the same promptly when due to the proper authorities, and to pay
any additional amounts in taxes or other required payments required by
such laws, rules and regulations related to the employment of
Contractor’s agents, servants, employees or Subcontractors (or, if
applicable, the agents, servants or employees of its Affiliates or
Subcontractors).

(f) Company, in the event that it is so required by Applicable Law and after
written notification of said withholding obligation to Contractor, shall
withhold any tax or governmental charge imposed, levied, or assessed
on account of Contractor’s operations pursuant to the Agreement. In
such event, Company shall furnish Contractor all receipts for all taxes
and governmental charges so paid, and Company shall have no
obligation to gross up for such charges paid. Contractor shall produce
valid evidence in the form of letter issued by the competent authorities
of the countries having jurisdiction over the Agreement if Contractor
claims that tax should not be withheld or tax should be deducted at the
lower rate or tax already withheld should be released

(g) Contractor shall indemnify and hold harmless Company from and
against any and all liabilities, claims which Contractor, Subcontractors,
their Affiliates and all of their employees are liable, whether assessed or

Appendix A- 6
 levied on profits, assumed profits, corporate income, dividends, salaries,
benefits, personal income of their employees or otherwise charged in
relation to operations performed under the Agreement and which may
be assessed or levied on Contractor, Subcontractors, their Affiliates and
all of their employees, by any and all authorities whatsoever, including
all fines and penalties pertaining to any of the above, arising from or as
a result of act or omission of any of the foregoing. Contractor further
agrees that if Company is subject to any demand to pay other taxes
arising out under this Agreement, Contractor either assume, pay and
discharge in a timely manner all such other or additional taxes or
Company may offset any amounts due from Contractor under this
indemnity from any payments Company is due to make to Contractor
under this Agreement or Company may require Contractor to refund
back the other tax or the additional taxes which is not adjustable against
the payments due to Contractor.

(h) The Contract Price is deemed to include any withholding tax which
may be applicable (and at whatever rate is in force at any time).
Contractor hereby permits Company to withhold from the payment of
any sums due by Company to him, pursuant to an invoice submitted by
him, such amounts as may be required by the Applicable Law. Company
shall make available and furnish to Contractor, after Contractor’s
request, any receipts and/or other documentation in the name of
Contractor for any amounts so withheld as they become due, when they
are received by Company from the relevant tax authority (or its
authorized agent). Any variation in the rate of withholding tax shall not
result in a variation of the Contract Price or rates, sums and prices
specified in the Agreement. In the event that Contractor is eligible for
any reduced rate of withholding tax, Contractor will provide Company
with appropriate documentation required under Applicable Law to
justify such reduced rate before any payment is made under this
Agreement. In the absence of such documentation the full rate of
withholding tax will apply. If Contractor has failed to properly fulfill its
obligations to justify such reduced rate and Company is subsequently
penalised by any tax authority, Contractor shall be liable for and shall
indemnify and hold harmless Company Group from and against any and
all fines, costs, expenses, charges, claims and liabilities arising
therefrom.

(i) All compensation and payments due to Contractor under the Agreement
are stated inclusive of any and all value added tax, sales tax or similar
tax, or any customs duties which may be levied on such compensation
or payments. Any such tax or customs duties, if imposed by any
Governmental Authority having jurisdiction over the Agreement, or the
relevant Delivery Point, shall be paid by Contractor, and Company shall
have no obligation to pay any such taxes. Contractor shall remit these
taxes or customs duties to the appropriate taxing authorities. Contractor
shall furnish Company, upon request, all receipts for all taxes, customs
duties and governmental charges so paid.

Appendix A- 7
 (j) Contractor hereby represents and warrants that the Equipment are
manufactured and Services are performed completely outside the
territory of the Republic of Iraq and none of the Contractor’s employees,
Contractor’s subcontractors’ employees are present in Iraq in connection
with the manufacturing and sale of the Equipment and performance of
Services. Contractor, therefore, represents and warrants that it does not
have an office, a branch, a work place, a site, or any other place of
business for tax purposes in the Republic of Iraq, and neither customs
clearance nor letters of credit are performed in Iraq by or in the name of
Contractor. Contractor undertakes to bear and pay any taxes, levies and
charges, if any, required to be paid by Company to any government
authorities due to or in connection with establishment of any office, a
branch, a work place, a site or any other place of business for the tax
purposes in the Republic of Iraq.

(k) All payments under this Agreement shall be subject to tax deductions as
per tax laws applicable in the Republic of Iraq at the time of payment.

9.10 Payment Not Waiver or Acceptance of Work

No payment made by Company under the Agreement shall constitute a waiver

of any claim or right Company may have at that time or thereafter, including
claims regarding unsettled Liens, warranty rights and indemnification
obligations of Contractor. No payment made by Company under the Agreement
shall be considered or deemed to represent that Company has inspected the
Work or checked the quality or quantity of the Work or that Company knows or
has ascertained how or for what purpose Contractor has used sums previously
paid, and shall not be deemed or construed as an approval or acceptance of any
Work or as a waiver of any claim or right Company may have hereunder.

9.11 Delay Liquidated Damages

If Contractor fails to achieve Limited Performance Test Completion of the

Project Facilities or Section (as the case may be) on or before the Target Limited
Performance Test Completion Date or Dates, Contractor shall pay the Delay
Liquidated Damages to Company for this default. The Delay Liquidated
Damages shall be the sums stated in Article 2.2 of the Agreement, and shall be
paid for every day which shall elapse between the relevant Target Limited
Performance Test Completion Date and the relevant Limited Performance Test
Completion Date. However, the total amount due under this Article shall not
exceed the maximum amount of Delay Liquidated Damages(if any) stated in
Article 2.2 of the Agreement.

The Delay Liquidated Damages shall be the only damages due from Contractor
for such default, other than:

(i) in the event of termination under Appendix A, Article 24.2 prior

to Limited Performance Test Completion of the entire Work, or

(ii) where the Delay Liquidated Damages are deemed to be

unenforceable as a penalty, in which case Contractor shall be

Appendix A- 8
 liable for general damages in respect of such default,

and shall not limit any other remedies of Company in respect of such default.
The Delay Liquidated Damages shall not relieve Contractor from its obligation
to complete the Work, or from any other duties, obligations or responsibilities
which he may have under the Agreement.

The Parties acknowledge and agree that: (a) the damages Company would
suffer as a result of a delay in the relevant Limited Performance Test
Completion Date would be difficult to determine with certainty; (b) after taking
into account the terms of the Agreement and all relevant circumstances as of the
date hereof, the Delay Liquidated Damages represent a reasonable and genuine
estimate of the damages that Company would suffer as a result of a delay in the
relevant Limited Performance Test Completion Date; and (c) such liquidated
damages are intended to compensate Company for the likely damages it will
incur as a result such a delay and do not constitute a penalty.

If Company has exercised the right to take possession of and/or use any part or
Section of the Work prior to Limited Performance Test Completion under
Appendix A, Article 5.4, as from the date of such early possession or taking over
the rate of Delay Liquidated Damages provided in the Agreement shall reduce
by the same proportion as the value of the part or Section of the Work subject
to the early take over or possession bears to the Contract Price.

ARTICLE X
INTELLECTUAL PROPERTY

10.1 New Intellectual Property

Company will, upon the creation thereof, own any intellectual property,
including trademarks, patents, copyrights and trade secrets, resulting from the
Work. The Work performed hereunder shall be deemed “work made for hire.”
Contractor shall execute documents, including agreements with its
Subcontractors, employees and agents and assignment documents, necessary to
effectuate Company’s ownership of such intellectual property.

10.2 Infringement Claims

Should Contractor become aware of any Claim based on infringement,

unauthorized use or misappropriation of any intellectual property right used by
Contractor or any Subcontractor in connection with or related to the Project
Facilities or the Work, Contractor shall: (a) promptly upon learning thereof,
investigate such Claim; and (b) promptly submit to Company copies of all
documents relating to such Claim and a detailed, written analysis of such Claim,
including the course of action recommended by Contractor with respect thereto,
which analysis shall be updated by Contractor as reasonably appropriate.

10.3 Proprietary Information

All drawings, designs, specifications, databases, computer software and other

proprietary information created in connection with the Project Facilities, the

Appendix A- 9
 Work or pursuant to the Agreement or any Subcontracts (“Proprietary
Information”) shall, immediately upon the creation thereof, become the
property of Company. Such data, together with all data furnished by Company
to Contractor, shall be delivered to Company upon completion of the Work or
upon termination of the Agreement. Contractor shall procure from each
Subcontractor rights to Proprietary Information as provided for in this Appendix
A, Section 10.3. Company may use, release, disclose, copy and reproduce any
data resulting from the Agreement in any manner it deems appropriate.

10.4 Use of Trademarks, Etc

Contractor shall not, without the prior written consent of Company: (a) use any
name, trade name, registered trademark or logo of Company or any of its
Affiliates in any advertising or communications to the public in any format; (b)
issue or publish any releases or announcements regarding the Agreement, the
Project Facilities, the Work or any activities related thereto; or (c) except as
required in connection with the performance of the Work, take any photographs,
video or other recordings of Company’s property.

ARTICLE XI
CONFIDENTIALITY

11.1 Protection of Confidential Information

(a) Contractor shall hold in confidence and refrain from disclosing all
business, technical, subcontractor, personnel, and other information that
is made available by Company, directly or indirectly, or developed or
acquired by Contractor or any Subcontractor in connection with the
Work or pursuant to the Agreement, including any such information
made available to Contractor prior to the execution of the Agreement
(collectively “Confidential Information”); provided, however,
Confidential Information shall not include Unrestricted Information.

(b) Notwithstanding anything to the contrary set forth herein, all

information pertaining to the Work schedule, including the Project
Schedule, shall constitute Confidential Information.

11.2 Permitted Disclosures

(a) Contractor shall disclose Confidential Information to its Personnel on a

need-to-know basis.

(b) Contractor may disclose Confidential Information to Subcontractors

only to the extent reasonably necessary in connection with their
performance under Subcontracts and provided as a condition to such
disclosure such Subcontractors shall execute non-disclosure agreements
on materially identical terms to those set forth in this Appendix A,
Article XI.

Appendix A- 10
 (c) Contractor may disclose Confidential Information to its insurance
providers to the extent reasonably necessary to procure required
insurance.

(d) If Contractor receives legal notice to compel disclosure of any

Confidential Information, Contractor shall provide Company with
prompt written notice thereof so that Company may seek a protective
order or other appropriate remedy at Company’s sole cost and expense.
If Contractor is legally obligated to disclose any Confidential
Information, Contractor shall furnish only that portion of such
Confidential Information which it is legally required to produce and
Contractor shall cooperate with Company and its legal counsel to enable
Company to obtain a protective order or other reliable assurance that
confidential treatment will be accorded the Confidential Information.

11.3 Contractor’s Use of Confidential Information

Contractor shall not, without the prior written consent of Company, use any
Confidential Information for any purpose other than the performance of the
Work.

11.4 Survival

This Appendix A, Article XI shall remain in effect for a period of five (5) years
from the later of: (a) the Project Completion Date; or (b) the date of termination
of the Agreement.

11.5 Non-Disclosure of Contract Terms

Except as required by Applicable Law, neither Party shall disclose the terms of
the Agreement without the consent of the other Party; provided, however, a
Party may disclose the terms of the Agreement in confidence to its lenders and
prospective lenders without the consent of the other Party.

11.6 Contractor Information

Except as expressly provided in the Agreement, Company shall have no

obligation of confidence with respect to any information disclosed to Company
by Contractor or any Subcontractor, and Company shall be free to use or
disclose any or all such other information without accounting to Contractor
therefore, regardless of whether Contractor or any Subcontractor places any
restrictive notices on any information disclosed hereunder.

Appendix A- 11
 ARTICLE XII
COMPANY DELAYS; SUSPENSION

12.1 Company Delays

(a) Subject to Appendix A, Section 12.4, if and to the extent that a delay
(other than any late payment) by Company in performing its obligations
under the Agreement materially and adversely delays Contractor in
performing the Work, such delay shall constitute a “Company Delay.”

(b) In the event of a Company Delay, Contractor shall be entitled to an

equitable adjustment to the Target Schedule; provided, however, such
adjustment shall not necessarily be equal to the days delayed.

12.2 Contractor Suspension

(a) If Company fails to pay any undisputed amount owed to Contractor

pursuant to the Agreement for a period of not less than sixty (60) days
after the due date thereof, Contractor may, upon prior written notice to
Company, suspend its performance of the Work until such undisputed
amount is paid (such a suspension, a “Contractor Suspension”).

(b) In the event of a Contractor Suspension, Contractor shall be entitled to

an equitable adjustment to the Target Schedule; provided, however, such
adjustment shall not necessarily be equal to the days suspended.

12.3 Company Suspension

(a) Company may suspend all or any portion of the Work at any time, with
or without cause, by giving notice to Contractor specifying the part of
the Work to be suspended and the effective date of such suspension
(such a suspension, a “Company Suspension”).

(b) During any Company Suspension, Contractor shall properly protect and
secure the Work (including maintaining care, custody and control of
Project Materials) in accordance with Good Construction Practices and
otherwise as directed by Company. Unless otherwise directed by
Company, Contractor shall, during any such suspension, maintain staff,
labor and equipment on or near the Project Sites ready to proceed with
the Work upon receipt of further instructions from Company.

(c) In the event of a Company Suspension, Contractor shall be entitled to an

equitable adjustment to the Target Schedule; provided, however, such
adjustment shall not necessarily be equal to the days suspended.

12.4 Work Stoppage

Notwithstanding the provisions of this Appendix A, Article XII, the following

shall not be deemed a Company Delay or a Company Suspension: (a) any
stoppage of a portion of the Work by Company pursuant to its rights under
Appendix A, Section 4.2(b) or 5.1(c); and (b) subject to Appendix A, Section

Appendix A- 12
 16.1(f), any required rework or stoppage of a portion of the Work because such
portion does not comply with the requirements of Appendix A, Section 4.1(a).

ARTICLE XIII
FORCE MAJEURE

13.1 Excused Performance

A Party shall not be in default of its obligations hereunder to the extent its delay
in performance results from an event of Force Majeure, provided the Party
affected by the Force Majeure uses all commercially reasonable efforts to:
(a) proceed with its obligations under the Agreement to the extent that it is not
prevented from doing so by the event of Force Majeure; (b) remove or relieve
any event of Force Majeure and its consequences and minimize the effects of
the delay caused thereby; and (c) resume performance as soon as practicable
after the event of Force Majeure. The occurrence of an event of Force Majeure
shall not relieve the affected Party of its obligations to mitigate the effects
thereof.

13.2 Notification

A Party affected by an event of Force Majeure shall provide written notice

thereof to the non-affected Party promptly upon the occurrence of the Force
Majeure event, and in no event later than ten (10) days after the occurrence
thereof. Such notice shall describe in reasonable detail the Force Majeure event,
the damages suffered, the activities which are being and will be undertaken to
mitigate the effects of such event, and the length of delay anticipated to result
from such event. In addition, the affected Party shall timely provide the non-
affected Party with written supplemental notices periodically during the period
that the event of Force Majeure continues detailing any changes, development,
progress or other relevant information of which the affected Party is aware.
When the affected Party is able to resume performance of its obligations under
the Agreement, it shall give the non-affected Party written notice to that effect.

ARTICLE XIV
CHANGE ORDERS

14.1 Changes in Scope

Company shall have the right to revise the scope of the Work pursuant to a
Change Order. No Change Order shall be required other than to revise the scope
of the Work. A Change Order revising the scope of the Work shall include, to
the extent necessary, an equitable adjustment of the Contract Price or applicable
Work Order Price (as the case may be) and the Project Schedule to account for
the impact of the net revision to the scope of the Work. For purposes of the
Agreement a modification to the requirements set forth in Appendix B shall
constitute a revision to the scope of the Work; provided, however, other changes
to the Authorized Design or the construction means or methods to be utilized in
connection therewith, shall not constitute a revision to the scope of the Work.

Appendix A- 13
14.2 Equitable Adjustments to Schedule

To the extent any Change Order has a material effect on Contractor’s ability to
achieve the Target Completion Date, Company shall equitably adjust such
Target Completion Date pursuant to a Change Order; provided however, such
adjustment shall not necessarily be equal to the number of days required to
perform the additional Work. Notwithstanding anything to the contrary set forth
herein, Contractor shall not be entitled to a Change Order to address delays or
cost increases resulting from Contractor’s failure to perform in accordance with
the terms of the Agreement.

14.3 Preparation of Change Orders

Upon Company’s request, Contractor shall prepare proposed Change Orders.

Any such proposed Change Order shall become effective only if and when
approved in writing by Company.

14.4 Extra Work

N/A.

ARTICLE XV
ADJUSTMENTS

15.1 Adjustments to Contract Price

Notwithstanding anything in the Agreement to the contrary, the Contract Price

or applicable Work Order Price (as the case may be) shall be increased or
decreased only for the following specified occurrences:

(a) pursuant to a Change Order;

(b) as a result of a Company Delay or a Suspension; or

(c) as a result of a Force Majeure.

15.2 Adjustments to Target Schedule

Notwithstanding anything in the Agreement to the contrary, the Target Schedule

shall be adjusted only for the following specified occurrences:

(a) pursuant to a Change Order;

(b) as a result of a Company Delay or a Suspension; or

(c) as a result of a Force Majeure.

ARTICLE XVI
INSPECTIONS; DEFECTS

16.1 Right to Inspect

Appendix A- 14
(a) All Work and Contractor Procured Materials shall be subject to
inspection (including inspection by radiographic equipment) by
Company at all times to determine whether it is Conforming and
proceeding in such a manner as to achieve the various Key Milestone
dates and Target Completion Date. Contractor shall furnish Company’s
Representative and any of Company’s inspectors and representatives
access to all locations where the Work is in progress or the Contractor
Procured Materials is located for the purpose of inspection, including all
Project Sites, staging areas, fabrication shops and areas, equipment
yards, storage yards and vendor and shipper facilities (to the extent
Contractor is permitted access).

(b) Company shall coordinate visits to facilities of Subcontractors through

a representative of Contractor, and Contractor shall use reasonable
efforts to make its representatives available for such purpose. Although
Contractor shall coordinate all such visits, Company is under no
obligation to readjust the timing of any planned visit to allow the
attendance of such Contractor’s representative.

(c) If, in the judgment of Company’s Representative, any Work or

Contractor Procured Materials is Defective, then Contractor shall, at its
sole cost, risk and expense, promptly repair or replace the Defective
Work or Contractor Procured Materials, in a manner that renders it
Conforming.

(d) Notwithstanding Company’s right to inspect and reject Defective Work

or Contractor Procured Materials, Company is not obligated to conduct
such inspections. The exercise by Company of such right or any failure
on the part of Company to discover or reject Defective Contractor
Procured Materials or Work (or payment for or use by Company of
Defective Contractor Procured Materials or Work) shall not be
construed to imply an acceptance of such Defective Contractor Procured
Materials or Work or a waiver of either such Defect or Contractor’s
obligations or Company’s rights under the Agreement or Applicable
Law.

(e) The cost of dismantling portions of finished Work at the request of

Company for purposes of inspection (and any associated delay) and the
cost of reassembling such portions (and any associated delay) shall be
borne:

(i) by Company, if and to the extent that such Work or Contractor

Procured Materials are found to be Conforming (and Company
and Contractor shall enter into a Change Order related thereto);
and

(ii) by Contractor, if and to the extent that (A) said Work or

Contractor Procured Materials are found to be Defective, or (B)
Company had previously requested that Contractor not cover or
assemble such Work or Contractor Procured Materials until
Company inspected it.

Appendix A- 15
 (f) If Company determines that Contractor has not performed an activity
within the scope of Work and Contractor claims that such activity is
outside the scope of Work, then Contractor shall perform such activity
but shall be entitled to an adjustment in the Work Order Price and, if
applicable, the Target Schedule in accordance with Appendix A, Article
XV (and Company shall execute the related Change Order) if and to the
extent that it is later determined that such activity is outside the scope of
Work.

16.2 Audit

Contractor shall keep, and shall cause its Subcontractors to keep, such full and
detailed books, records and accounts as may be necessary for compliance with
its obligations under the Agreement for a period of five (5) years after Project
Completion. Company, through the Company’s Representative, shall have the
right, on reasonable advance notice to Contractor, to have a reasonable number
of Company’s General Representatives inspect, during normal business hours,
Contractor’s books and records and other relevant information as to
Contractor’s costs and time and material usage to the extent they are relevant
for auditing any Work performed on a unit price or time and material basis.

16.3 Take-Over

(a) Regardless of whether the Project Completion has been achieved, as

soon as Company determines in its sole discretion that the Project
Facilities are ready for use for their intended purposes, Company may
issue a notice to Contractor, stating that the Project Facilities are ready
to be taken over by Company (the “Take-Over Notice”).

(b) Upon issuance of the Take-Over Notice, Company may take over all
care, custody and control of the Project Facilities. Contractor shall
promptly complete any outstanding Work.

16.4 Correction of Defects During Warranty Period

(a) If during the Warranty Period any portion of the Work or the Project
Facilities is found to be Defective, Company may, after written notice
to Contractor prior to the end of the Warranty Period, require Contractor
to remedy such Defect at Contractor’s sole cost, risk and expense,
including by repair or replacement of any element of the Project
Facilities that is damaged or harmed by the Defect or by repairing of the
Defect. If Contractor fails to commence to remedy such Defect within
forty-five (45) days after written request by Company or such shorter
period of time as required to meet Company’s needs, then Company may
do so on behalf of Contractor and without limiting or nullifying the
obligations of Contractor under the Agreement or Company’s other
rights under the Agreement, and Contractor shall be responsible for the
costs of Company’s remedial actions.

(b) Notwithstanding anything in the Agreement to the contrary, any portion

of the Work, Contractor Procured Materials or Project Facilities that is

Appendix A- 16
 repaired or replaced within the Warranty Period shall comply with the
requirements of the Agreement and be warranted by Contractor for the
duration of the Warranty Period. In addition, any portion of the Work,
Contractor Procured Materials or Project Facilities that was
manufactured, installed or performed by Contractor’s (or any of its
Affiliates’) Personnel that is repaired or replaced within the Warranty
Period shall be warranted by Contractor for a period ending twelve
months after the date of completion of such repair or replacement (but
in no event beyond six (6) months after the beginning of the Warranty
Period). To the extent requested by Company, Contractor shall be
responsible for enforcing the warranties of all Subcontractors (including
vendors of Contractor Procured Materials) during the Warranty Period.

(c) Contractor shall use good faith efforts to obtain the best warranty terms
available from each of its Subcontractors (without any obligation to
expend any additional funds or provide any other additional
consideration to such Subcontractors in exchange therefore). Contractor
shall ensure that all rights under warranties it may receive or be entitled
to from Subcontractors of any Contractor Procured Materials are
transferable to Company. Contractor hereby assigns to Company any
and all rights under any warranties it may receive or be entitled to from
Subcontractors of any Contractor Procured Materials to the extent such
warranties extend beyond the period of Contractor’s repair and
replacement obligations hereunder. Contractor shall execute such
additional assignment documents as Company or Company’s nominee
shall reasonably request to evidence the assignment to Company of all
such warranties regardless of when such warranties arise.

(d) The obligation of Contractor set forth in the Agreement to correct

Defects discovered during the Warranty Period and enforce warranties
shall be the sole and exclusive obligation with respect to workmanship
(but shall not affect Contractor’s obligations hereunder with respect to
any other damages or liabilities, even if such damages or liabilities
directly or indirectly result from any workmanship Defect) made by
Contractor.

(e) Within fifteen (15) days after the end of the Warranty Period, the Parties
shall execute a written acknowledgement of such date.

ARTICLE XVII
TARGET AND PROJECT SCHEDULES

17.1 Target Schedule

(a) The Target Schedule lists the key milestones with respect to achieving
Project Completion (the “Key Milestones”).

(b) If the Target Completion Date is extended in accordance with the

Agreement, Contractor shall make appropriate and reasonable
adjustments to the Key Milestones (which adjustments may or may not
be on a day for day basis), subject to Company’s approval.

Appendix A- 17
17.2 Project Schedule

(a) Contractor shall maintain, in a computer format agreed to by Company,

a schedule (the “Project Schedule”) setting forth the timing of all
elements, phases and resources of the Work, which schedule shall, as of
each time it is updated, represent Contractor’s best estimate of the actual
timing of performance of all elements and phases of the Work.

(b) In the event Contractor has reason to believe that there will be a material
deviation in the Project Schedule which may result in Contractor failing
to meet the Target Completion Date or may affect the time required for
Company to perform any of its obligations, Contractor shall promptly
provide Company a written notice thereof, which notice shall specify
any corrective actions planned to be taken by Contractor.

(c) Contractor and Company shall jointly develop monthly updates to the
Project Schedule, each of which shall only become effective upon
Company’s approval thereof. In addition to such monthly updates,
Contractor shall provide Company daily with copies of the field progress
reports Contractor prepares on a daily basis.

17.3 Time is Of the Essence

TIME IS OF THE ESSENCE IN THE PERFORMANCE UNDER THE

AGREEMENT.

17.4 Meetings

No later than thirty (30) days after the Commencement Date, the Parties shall
agree upon the frequency with which meetings between the Parties shall be held
to discuss the progress of the completion of the Work and any other related
matters, provided it is presently the intention of the Parties that such meetings
occur weekly.

17.5 Progress Reports

No later than thirty (30) days after the Commencement Date, the Parties shall
agree upon the frequency with which Contractor shall provide Company with
written progress reports and the form and content of such reports, provided it is
presently the intention of the Parties that such reports be provided no less than
monthly and shall include, at a minimum, a description of the progress of the
Work, details regarding the completion of Key Milestones, the status of the
procurement of Project Materials, a comparison of the actual schedule of the
Work with the Target Schedule, and an evaluation of problems and deficiencies
and a description of any planned corrective action with respect thereto.

ARTICLE XVIII
INDEMNIFICATION

18.1 General Indemnity

Appendix A- 18
 (a) To the fullest extent permitted by Applicable Law, Contractor shall
indemnify, save harmless and defend Company, its Affiliates, and all of
their respective employees, agents, directors and officers (each, an
“Company Indemnitee”) from all Claims, including reasonable
attorneys’ fees, growing out of personal injury, death or damage to
property (including Company’s property, but excluding any of
Company’s property to the extent of damage not covered by Company’s
builder’s risk insurance) arising out of, or in any way connected with,
Contractor’s, any Subcontractor’s or any of their respective employees’,
agents’ and representatives’ performance or nonperformance hereunder
(negligent or otherwise) suffered or claimed to have been suffered by
any Person (including Company Indemnitees and anyone directly or
indirectly employed by Contractor or any Subcontractor), except to the
extent caused by the negligence of any Company Indemnitee.

(b) To the fullest extent permitted by Applicable Law, Company shall

indemnify, save harmless and defend Contractor, its Affiliates and their
respective employees, agents, directors, officers and representatives
(collectively, the “Contractor Indemnitees”) from all Claims,
including reasonable attorneys’ fees, growing out of personal injury,
death or damage to Contractor’s property to the extent caused by
Company, its subcontractors at any level or any of their respective
employees or agents, except to the extent such injury, death or damage
is caused by Company, its subcontractors at any level or their respective
employees or agents acting at the direction of Contractor or any of its
Subcontractors.

18.2 Environmental Indemnities.

(a) To the fullest extent permitted by Applicable Law, Contractor shall

indemnify, save harmless and defend Company Indemnitees from all
Claims, including reasonable attorneys’ fees, to the extent arising from:
(i) any release or disposal of (or arranging for the disposal of) any
Hazardous Substance by Contractor or any Subcontractor; (ii) the
existence, use, release, transportation or disposal of any Hazardous
Substance that has been brought onto any Project Site by Contractor, any
Contractor Personnel, any Subcontractor, any employees of any
Subcontractor or any Person acting on behalf of, or under the direction
or supervision of any such Person; (iii) Contractor’s failure to timely
notify Company of the presence of any Hazardous Substance on any
Project Site; (iv) Contractor’s failure to remove or properly dispose of
any Hazardous Substance brought onto any Project Site or generated by
Contractor, any Contractor Personnel, any Subcontractor, any
employees of any Subcontractor or any Person acting on behalf of, or
under the direction or supervision of any such Person; or (v) the failure
of Contractor, any Contractor Personnel, any Subcontractor, any
employees of any Subcontractor or any Person acting on behalf of, or
under the direction or supervision of any such Person to comply with
any Environmental Law.

Appendix A- 19
 (b) To the fullest extent permitted by Applicable Law, Company shall
indemnify, save harmless and defend Contractor Indemnitees from all
Claims, including reasonable attorneys’ fees, to the extent arising from
the existence of any Hazardous Substance at, on or under any Project
Site prior to Contractor’s commencement of the Work on such Project
Site except to the extent: (i) Contractor is liable for any such Claim
pursuant to Appendix A, Section 18.2(a); or (ii) such Claim results from
the negligence of any Contractor Indemnitee or Subcontractor.

18.3 Intellectual Property Indemnity

To the fullest extent permitted by Applicable Law, Contractor shall indemnify,

save harmless and defend Company Indemnitees from any Claims, including
reasonable attorneys’ fees, to the extent arising from an infringement of patent,
trade secret, copyright or other intellectual property rights provided or required
to be provided by Contractor in connection with the Work; provided, however,
Contractor shall not be liable for any such Claim to the extent arising out of:
(a) the use of such intellectual property rights in combination with devices or
products not supplied by Contractor or any Subcontractors; or (b) the use of
such intellectual property rights in an application or environment other than as
intended by Contractor. Should any such Claim materially impair Contractor’s
performance of the Work, Contractor shall, at its own cost and expense, timely
procure the right to continue its performance of the Work. If any Claim
described in this Appendix A, Section 18.3 is held to constitute an infringement
of any intellectual property rights and use of any equipment or process included
in the Work is enjoined, Contractor shall, at its own cost and expense:
(i) procure for Company the right to continue to use the infringing equipment
or process; (ii) replace such equipment or process with non-infringing
equipment or process of equal utility and efficiency; or (iii) modify such
equipment or process so that it becomes non-infringing without affecting its
utility or efficiency; provided, however, Contractor may only elect the action
described in clause (ii) or (iii) if Contractor and Company agree upon a schedule
for such action that will allow Contractor to complete such action within a
reasonable period of time without unreasonably interfering with completion of
the Project Facilities.

18.4 Indemnity Against Prohibited Liens

To the fullest extent permitted by Applicable Law, Contractor shall indemnify,

save harmless and defend Company Indemnitees from any and all Prohibited
Liens.

Appendix A- 20
18.5 Defense of Indemnified Claims

(a) Within a reasonable time after receipt by any Indemnitee of any Claim
as to which the indemnity provided for in the Agreement may apply,
such Indemnitee shall notify the indemnifying Party in writing of such
fact; provided, however, delay in notifying the indemnifying Party shall
not relieve such Party of its indemnification obligations except to the
extent that it is materially prejudiced by such delay.

(b) The indemnifying Party shall diligently, competently and in good faith
control and conduct the defense, with counsel reasonably satisfactory to
the Indemnitee, of any Claim as to which the indemnity provided for in
the Agreement applies; provided, however, the indemnifying Party may
not settle or compromise any such Claim without the Indemnitee’s
consent unless the terms of such settlement or compromise
unconditionally release the Indemnitee(s) from any and all liability with
respect thereto and do not impose any obligations on any Indemnitee.

(c) An Indemnitee shall have the right, at its option (but not the obligation),
to be represented by advisory counsel of its own selection and at its own
expense and to monitor the progress and handling of an indemnified
Claim. An Indemnitee shall also have the right, at its option (but not the
obligation), to assume the defense of any such Claim with counsel of its
own choosing at its sole cost and expense; provided, however, an
Indemnitee shall have the right to assume the defense of, and to settle or
compromise, any such indemnified Claim at the indemnifying Party’s
expense if: (i) the indemnifying Party fails to acknowledge, in writing,
its responsibility to assume the defense of such Claim; (ii) the
indemnifying Party fails to diligently, competently and in good faith
control and conduct the defense of such Claim with counsel reasonably
satisfactory to the Indemnitee; (iii) there is an apparent conflict of
interest between the indemnifying Party and the Indemnitee with respect
to such Claim; or (iv) such Indemnitee shall have reasonably concluded
that there are legal defenses available to it which are different from,
additional to or inconsistent with those available to the indemnifying
Party.

18.6 Waiver

An indemnifying Party’s obligations to indemnify, defend and hold each

Indemnitee harmless shall not be reduced or limited in any way by any provision
of any workers’ compensation act, disability benefits act or other employee
benefit acts. WITH RESPECT TO CLAIMS AGAINST COMPANY BY
CONTRACTOR’S EMPLOYEES, CONTRACTOR HEREBY EXPRESSLY
WAIVES ITS IMMUNITY AS A COMPLYING EMPLOYER UNDER THE
WORKERS’ COMPENSATION LAW, BUT ONLY TO THE EXTENT
THAT SUCH IMMUNITY WOULD BAR OR AFFECT RECOVERY
UNDER OR ENFORCEMENT OF THIS INDEMNIFICATION
OBLIGATION.

Appendix A- 21
18.7 Attorneys’ Fees

An indemnifying Party shall be liable for reasonable attorneys’ fees and costs
of litigation associated with enforcement of an Indemnitee’s rights pursuant to
this Appendix A, Article XVIII.

ARTICLE XIX
NO CONSEQUENTIAL DAMAGES; LIMITATION OF CLAIMS

19.1 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY

SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR
EXEMPLARY DAMAGES OF ANY KIND OR NATURE WHATSOEVER,
OR DAMAGES ARISING FROM OR IN CONNECTION WITH THE
OTHER PARTY’S LOSS OF ACTUAL OR ANTICIPATED PROFITS OR
REVENUES, IN EACH CASE ARISING OUT OF, IN CONNECTION WITH
OR RESULTING FROM THE AGREEMENT, REGARDLESS OF
WHETHER ANY CLAIM FOR SUCH LOSSES OR DAMAGES IS BASED
ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY OR OTHERWISE, UNLESS IT IS CAUSED BY
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
RESPONSIBLE PARTY.

19.2 Limitation on Initiating Claim

Contractor must bring any cause of action arising under the Agreement within
one (1) year from the time the cause of action accrues.

ARTICLE XX
INSURANCE

20.1 Contractor Required Insurance

Commencing on the Commencement Date and ending on the Project

Completion Date, Contractor shall, at its sole cost, risk and expense, obtain from
an insurance company acceptable to Company the insurance coverage set forth
in Appendix O and any applicable Work Order (as the case may be) with respect
to its obligations under the Agreement, and the obligations of any field
Subcontractors, and any additional insurance coverage that is required by
Applicable Law.

20.2 Contractor’s General Insurance Requirements

(a) Contractor shall be solely responsible for all costs and deductible or
retention amounts under the insurance coverage required pursuant to
Appendix A, Section 20.1.

(b) All liability insurance policies (except Workers’ Compensation

Insurance and Employer’s Liability insurance) required to be maintained
by Contractor under Appendix A, Section20.1 shall name Company and
its Affiliates and each of their respective successors, assigns, directors,

Appendix A- 22
 officers, employees and agents (collectively, the “Company Insureds”)
as additional insureds. All liability insurance policies required to be
maintained by Contractor under Appendix A, Section 20.1 shall include
a waiver of subrogation in favor of the Company Insureds.

(c) All liability insurance policies required to be maintained by Contractor

under Appendix A, Section20.1 shall be endorsed or otherwise provide
that Contractor’s insurance coverage shall be primary with respect to
liability insurance policies maintained by Company and all other
Company Insureds, and any other insurance coverage maintained by
Company or any other Company Insured shall be in excess of any
insurance maintained by Contractor. The liability insurance policies
shall be endorsed to provide a severability of interest or cross liability
clause.

(d) All insurance policies required to be maintained hereunder shall provide

that such insurance shall not be canceled, reduced, restricted or changed
in any way without the insurer giving at least thirty (30) days’ prior
written notice to Company.

(e) Before the commencement of any Work hereunder, Contractor shall

deliver to Company certificates acceptable to Company evidencing the
insurance coverage Contractor is required to maintain hereunder.
Certificates of each renewal of the insurance coverage Contractor is
required to maintain hereunder shall be delivered to Company upon
renewal and prior to expiration of any policy being renewed. Further,
Contractor shall, upon Company’s request, provide Company with a
reasonable opportunity to review, at a reasonable time and place, a copy
of the actual policy for any insurance coverage required to be maintained
by Contractor hereunder.

(f) If any of the insurance policies required to be maintained by Contractor

hereunder shall be canceled for any reason during the period of the
Agreement, Contractor shall immediately procure replacement
coverage.

(g) In the event Contractor fails to provide or maintain the insurance

coverage as required under Appendix A, Section 20.1, Company shall
have the right, but not the obligation, upon ten (10) days’ prior written
notice to Contractor, to procure any such insurance coverage and to
deduct the cost thereof from any amounts due and payable to Contractor
or, if there are no such amounts due and payable, Contractor shall
reimburse Company for such costs on demand.

(h) Contractor shall cause all insurance required under Appendix A, 23.1
to be endorsed to provide that insurers waive any rights of recourse,
including in particular subrogation rights against Company Insureds in
relation to the Agreement to the extent liabilities assumed by Contractor
under the Agreement.

Appendix A- 23
 (i) Contractor, as soon as he is aware of any circumstances which may
give rise to a claim under its liability insurance, shall give written notice
of such circumstances to its insurers with copy to Company. Such
notification shall make reference to the provision that Company is an
additional assured in respect of claims against it arising out of liabilities
accepted by Contractor and its Subcontractors under the Agreement
except for Worker's Compensation Insurance and Employer’s Liability
Insurance.

20.3 Liability not Affected by Insurance

Except as otherwise expressly provided hereunder, the obtaining of any

insurance by Company or Contractor under the Agreement shall not in any way
diminish the responsibility or limit the respective liabilities of Company or
Contractor, as the case may be, as provided under any Section of the Agreement
or otherwise, nor shall anything in this Appendix A, Article XX in any way limit
either Party’s rights or remedies against the other Party hereunder, and each
Party shall remain solely responsible for the amount of any claim, liability or
loss exceeding the amount of any insurance coverage maintained by Company
or Contractor, as the case may be, hereunder, for any excluded claims under
such policies and for any deductible or retention amounts.

ARTICLE XXI
TERMINATION; DEFAULT; REMEDIES

21.1 Termination for Convenience by Company

(a) Company, by written notice to Contractor and for convenience of

Company, may at any time terminate the Agreement in whole or in part
or in respect of any individual Work Order.

(b) Upon a termination of the Agreement for convenience, Contractor shall

comply with instructions in the notice of termination regarding delivery
to Company of all Project Materials, the Work in progress and the
completed Work. Any such material and Work not owned by Company
shall become the property of Company upon termination of the
Agreement.

(c) Upon termination for convenience of the Agreement by Company

pursuant to Appendix A, Section 21.1(a), Company shall, as its
exclusive liability to Contractor, pay Contractor:

(i) the portion of the Contract Price relating to all Work performed
(including all Contractor Procured Materials purchased and not
cancelable by Contractor or its Subcontractors for the Work and
including the appropriate portion of amounts for partially
completed items in the Payment Schedule) prior to Contractor’s
receipt of Company’s notice of termination; and

Appendix A- 24
 (ii) the actual costs incurred by Contractor in connection with
(A) cancellation payments owed by Contractor with respect to
(1) Contractor Procured Materials and Consumables ordered or
leased by Contractor or (2) Contractor’s Equipment leased from
any Person that is not an Affiliate of Contractor and (B) the
demobilization of Contractor’s Equipment and repatriation of
such equipment and all personnel to return to their respective
points of origin in accordance with Contractor’s policies as of
the Contract Date.

21.2 Contractor Default

Each of the following shall constitute an event of default by Contractor (each a

“Contractor Default”):

(a) the Project Completion Date has not occurred within immediately after
the Target Completion Date;

(b) Contractor abandons the Work and such abandonment is not cured
within seven (7) Business Days after notice thereof;

(c) Contractor fails to pay any undisputed amount owing to a Subcontractor

or any other Person or entity related to the Work within ninety (90) days
after the date due or fails to remove any Prohibited Liens in accordance
with Appendix A, Section 8.7;

(d) a representation or warranty of Contractor made pursuant to the

Agreement shall have been incorrect as of the date made and shall
remain incorrect for a period of thirty (30) days after notice thereof;

(e) Contractor fails to correct any Defective Work in accordance with

Appendix A, Section 16.4;

(f) Contractor fails to perform any other material obligation under the
Agreement and such failure continues for thirty (30) days after notice
thereof by Company, or if such failure cannot be cured in such thirty
(30) day period with the exercise of all commercially reasonably efforts,
such longer period as shall be reasonably necessary to cure such failure,
not to exceed ninety (90) days, so long as Contractor diligently continues
without interruption all commercially reasonably efforts to cure such
failure;

(g) Contractor commits a substantial violation or repeated violation of any

Applicable Law;

(h) the guarantor that provides the Performance Security repudiates its
obligations under, or fails to comply with the terms of, the Performance
Security;

(i) Contractor is dissolved or liquidated; and

Appendix A- 25
 (j) any bankruptcy or insolvency proceeding is instituted against
Contractor, or a receiver, trustee or assignee for the benefit of creditors
of Contractor is appointed, and such condition or conditions are not
cured within forty-five (45) days after occurrence.

21.3 Remedies for Contractor Default

(a) If a Contractor Default occurs and is continuing, Company may exercise

any remedy available at law or in equity, including termination of the
Agreement; provided, however, if the Agreement explicitly specifies
that a remedy is exclusive, Company shall be limited to the exercise of
that remedy. Without limiting other remedies to which Company may
be entitled hereunder, Company may, whether or not the Agreement is
terminated, retain a Replacement Contractor to perform the Work by
whatever method that Company and such Replacement Contractor may
deem expedient. Company may make such expenditures as in
Company’s sole judgment will best accomplish the timely completion
of the Work; provided, however, Company shall not be required or
expected to terminate, repudiate or renegotiate any Subcontracts.

(b) Upon termination of the Agreement or any individual Work Order by

Company pursuant to Appendix A, Section 21.3(a), Company shall pay
Contractor:

(i) the portion of the Contract Price or Work Order Price relating to
all Work or Work Order performed (including all Contractor
Procured Materials purchased and not cancelable by Contractor
or its Subcontractors for the Work and including the appropriate
portion of amounts for partially completed items in the Payment
Schedule) prior to Contractor’s receipt of Company’s notice of
termination; and

(ii) the actual costs incurred by Contractor in connection with

(A) cancellation payments owed by Contractor with respect to
(1) Contractor Procured Materials and Consumables ordered or
leased by Contractor or (2) Contractor’s Equipment leased from
any Person that is not an Affiliate of Contractor and (B) the
demobilization of Contractor’s Equipment and repatriation of
such equipment and all personnel to return to their respective
points of origin in accordance with Contractor’s policies as of
the Contract Date;

(iii) reduced by, damages suffered by Company as a result of such

Contractor Default including amounts owed by Contractor
pursuant to its indemnity and warranty obligations hereunder.
Company’s rights under this Appendix A, Section 21.3(b) are in
addition to (but not duplicative of) any other rights and remedies
available to Company.

Appendix A- 26
21.4 Company Default

Each of the following circumstances or events shall constitute a default by

Company (“Company Default”):

(a) any representation or warranty of Company made pursuant to the

Agreement shall have been incorrect as of the date made and shall
remain incorrect for a period of thirty (30) days after notice thereof;

(b) a proceeding is instituted against Company seeking to adjudicate

Company as bankrupt or insolvent and such proceeding is not dismissed
within sixty (60) days of filing, Company makes a general assignment
for the benefit of its creditors, a receiver is appointed on account of the
insolvency of Company, Company files a petition seeking to take
advantage of any other Applicable Law relating to bankruptcy,
insolvency, reorganization, winding up or composition or readjustment
of debts, or Company is unable to pay its debts when due or as they
mature.

21.5 Remedies for Company Default

If a Company Default occurs, Contractor may terminate the Agreement. In the

event of such termination, Company shall pay, as Contractor’s sole and
exclusive remedy:

(a) the portion of the Contract Price or Work Order Price relating to all
Work or Work Order performed (including all Contractor Procured
Materials purchased and not cancelable by Contractor or its
Subcontractors for the Work and including the appropriate portion of
amounts for partially completed items in the Payment Schedule) prior to
receipt of Contractor’s notice of termination; and

(b) the actual costs incurred by Contractor in connection with

(i) cancellation payments owed by Contractor with respect to (A)
Contractor Procured Materials and Consumables ordered or leased by
Contractor or (B) Contractor’s Equipment leased from any Person that
is not an Affiliate of Contractor and (ii) the demobilization of
Contractor’s Equipment and repatriation of such equipment and all
personnel to return to their respective points of origin in accordance with
Contractor’s policies as of the Contract Date.

21.6 Effect of Termination.

(a) Upon termination of the Agreement for any reason, including a

termination for convenience pursuant to Appendix A, Section 21.1,
Contractor shall:

(i) promptly prepare and submit to Company an itemization of the

completed Work;

Appendix A- 27
 (ii) execute no further Subcontracts and place no further orders with
any Subcontractor(s);

(iii) exercise all commercially reasonable efforts to procure

cancellations of all Subcontracts on terms satisfactory to
Company, except to the extent Company requests that any
Subcontract(s) be assigned to Company or a Replacement
Contractor, in which case Contractor shall assign such
Subcontract(s) to Company or Replacement Contractor as may
be directed by Company;

(iv) execute only that portion of the Work as may be necessary to

preserve and protect Work already in progress and to protect
equipment and materials at the Project Sites or in transit thereto;

(v) deliver or cause to be delivered all uninstalled equipment and

materials at the Project Sites or such other locations as shall be
directed by Company;

(vi) if requested by Company, provide Company and/or any

Replacement Contractor(s) with the right to continue to use any
and all intellectual property reasonably necessary for the
completion of the Work which Contractor has the right to use
(subject only to the same restrictions and costs as may apply to
Contractor);

(vii) assist Company in preparing an inventory of all equipment and

materials in use or in storage;

(viii) remove from the Project Sites all rubbish and other materials as
Company may request; and

(ix) deliver to Company all design and other information related to

the Work as may be requested by Company.

(b) Upon termination of the Agreement for any reason, including a

termination for convenience pursuant to Appendix A, Section 21.1,
Company may take over any or all of the Work and/or have the Work
completed by others. Company may take possession of Contractor
Procured Materials and/or any other material or equipment, supplies or
tools at the Project Sites.

ARTICLE XXII
GENERAL PROVISIONS

22.1 Assignment

Except as otherwise set forth herein, the rights and obligations under the
Agreement may not be assigned or transferred in whole or in part by either
Party, nor may a Party delegate any of its obligations, duties or liabilities
hereunder, without the prior written consent of the other Party; provided,

Appendix A- 28
 however, either Party may assign or transfer its rights and obligations hereunder
to an Affiliate of such Party without the written consent of the other Party;
provided, further, in no event shall the assignment or transfer of the Agreement
relieve in any way either Party of its obligations hereunder. Any attempted
assignment, delegation, or transfer in violation of this Appendix A, Section 22.1
shall be void.

22.2 Independent Contractor

Contractor shall be an independent contractor for, and not the agent or employee
of, Company. The relationship of employer and employee shall not exist
between Company and Contractor Personnel. Contractor acknowledges and
agrees that no Contractor Personnel shall be eligible to participate in, nor shall
they receive any benefits from, any employee benefit plan(s) sponsored by
Company. Neither the Agreement nor the performance of the Work shall create
or be construed to create any partnership or joint venture or operation between
Company and Contractor or any Subcontractor.

22.3 Certain Practices

(a) Each Party hereby represents, warrants and covenants that neither it nor
any of its Affiliates, officers, directors, employees or agents has made
or will make, with respect to the Project, any payments, loans, gifts, or
promises or offers of payments, loans, gifts or anything of value, directly
or indirectly to or for the use or benefit in whole or in part of, any foreign
official or employee of any Governmental Authority or state-owned oil
company or other state-owned enterprise, or to or for the use of any
political party or official thereof, or candidate for political office, or to
any other Person if any such Person knows, should have known or has
or had reason to suspect, that any part of such payment, loan, gift or
promise or offer:

(i) is for purposes of corruptly (A) influencing any act or decision

of the recipient in its official capacity, (B) inducing such
recipient to (1) do or omit to do any act in violation of its lawful
duty or (2) use its influence to affect or influence any act or
decision of the government of the Target Jurisdiction or
instrumentality thereof, or (C) securing any improper advantage,
in each case, in order to assist such Person or the related Party in
obtaining or retaining business for or with, or directing business
to, any Person unless such payment, loan, gift or promise or offer
thereof is lawful under the laws of the Target Jurisdiction or
other Applicable Law; or

(ii) would violate any Applicable Law, including the U.S. Foreign
Corrupt Practices Act, the OECD Convention on Combating
Bribery of Foreign Public Officials in International Business
Transactions, and the laws of the Target Jurisdiction.

(b) Each Party shall advise all of its and its Affiliates’ employees and
representatives engaged in implementing the Agreement regarding the

Appendix A- 29
 practices referred to in Appendix A, Section 22.3(a) and Applicable
Law. Contractor shall cause each Subcontractor to comply with these
practices and Applicable Law. Each Party shall take appropriate steps
to ensure that it and its Affiliates and their respective representatives
comply with these practices and Applicable Law. Each Party shall
respond promptly, and in reasonable detail, to any notice from the other
Party or the other Party’s auditors pertaining to the above stated
warranty and representation, and shall furnish documentary support for
such response upon request from such other Party.

(c) Contractor shall make and keep books, records and accounts which, in
reasonable detail, accurately and fairly reflect the transactions
contemplated in connection with the Project and any dispositions of its
assets, and shall devise and maintain a system of internal accounting
controls sufficient to comply with Applicable Law.

(d) In the event that one Party has breached or violated Appendix
AArticle22.3 of this Agreement, the other Party may terminate this
Agreement. The breaching Party shall indemnify the other Party all
damages and losses arising out of any failure by the breaching Party
Group to comply with its obligations in this Appendix A,Article22.3.
Such indemnity obligation is not subject to any limit of maximum
aggregate liability and shall survive termination or expiration of this
Agreement.

22.4 Notices

All notices, requests or instructions given in accordance with the Agreement

shall be deemed given (a) on the date of delivery, if hand delivered, provided if
the delivery is on a day that is not a Business Day or if delivery is made after
5.00 p.m., such delivery is deemed to have been made on the next Business Day,
(b) on the same Business Day when sent by email during regular business hours
at the place of delivery or on the next Business Day after transmission if sent by
email after regular business hours at the place of delivery, in each case, when
confirmation of its transmission has been recorded by the sender's email system,
(c) three (3) Business Days after the date of mailing, if mailed by registered or
certified mail, return receipt requested, and (d) one (1) Business Day after the
date of sending, if sent by internationally recognized overnight courier.

22.5 Currency Conversion

Any cost incurred or savings realized in a currency other than Dollars shall be
converted into Dollars at the open market exchange rate applicable on the date
such costs were incurred by Contractor or would have been incurred had the
savings not been realized.

22.6 Entire Agreement

The Agreement (including all Appendices) constitutes the entire agreement of

the Parties and supersedes all prior agreements, letters of intent and
understandings, both written and oral, among the Parties with respect to the

Appendix A- 30
 subject matter hereof. There are no representations or warranties, agreements,
or covenants other than those expressly set forth in the Agreement.

22.7 Severability

If any term or other provision of the Agreement is determined by a court of

competent jurisdiction to be invalid, illegal, or incapable of being enforced by
any Applicable Laws, or public policy, all other conditions and provisions of
the Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated herein are not
affected in any manner materially adverse to any Party. Upon such
determination that any term or other provision is invalid, illegal, or incapable of
being enforced, the Parties shall negotiate in good faith to modify the
Agreement so as to effect the original intent of the Parties as closely as possible
in a mutually acceptable manner in order that the transactions contemplated
herein are consummated as originally contemplated to the fullest extent
possible.

22.8 Amendments and Waivers

No amendment, supplement, waiver or termination of the Agreement shall be

binding unless executed in writing by the Party to be bound thereby and any
permitted assignees of such Party and expressly states that it is an amendment,
supplement, waiver or termination of the Agreement. No waiver of any of the
provisions of the Agreement shall be deemed or shall constitute a waiver of any
other provisions (whether or not similar) nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.

22.9 Dispute Resolution

(a) The Parties agree to make a good faith effort to resolve any Legal
Dispute that may arise first by negotiations between representatives of
each Party who have authority to settle the controversy. When a Party
believes there is a Legal Dispute, the Party will give the other Party
written notice of the Legal Dispute. The authorized representatives of
the Parties shall meet at a mutually acceptable time and place within
thirty (30) days after the date of the notice to exchange relevant
information and to attempt to resolve the Legal Dispute. The authorized
representatives of the Parties shall be entitled to representation by legal
counsel at the negotiations. All negotiations shall be confidential and
shall be treated as compromise and settlement negotiations.

(b) Notwithstanding the above, if either Party deems that time is of the
essence in resolving the Legal Dispute, it may initiate arbitration and
seek an expedited formation of the tribunal, seek interim measures, if
appropriate, and then comply with the requirements for negotiations as
long as they are fully completed before the commencement of the final
hearing on the merits in the arbitration proceeding.

(c) If the Legal Dispute has not been resolved within sixty (60) days after
the date of the notice of the Legal Dispute, or if the Party receiving such

Appendix A- 31
 notice fails or refuses to meet within such time period, either Party may
initiate arbitration proceedings. The arbitration shall be conducted in
accordance with the London Court of International Arbitration Rules as
in effect on the date of commencement of the arbitration proceeding (the
“LCIA Rules”). The arbitration shall be conducted and finally settled
by three arbitrators. All Legal Disputes shall be settled through final and
binding arbitration, it being the intention of the Parties that this is a broad
form arbitration agreement designed to encompass all possible Legal
Disputes between the Parties relating to the transactions that are the
subject of the Agreement.

(d) The arbitration process referred to in the preceding paragraph shall take
place in London, and shall be administered by the London Court of
International Arbitration and shall be conducted in the English language,
with appropriate arrangements made for the translation of any oral
testimony.

(e) The Party in whose favor the Legal Dispute is resolved may request the
enforcement of the arbitration award before any court of competent
jurisdiction if the other Party does not comply with what is resolved.

(f) Each Party agrees that service of process in any action, suit or
proceeding referred to in this Appendix A, Section 22.10 shall be
deemed in every respect effective service of process upon it if sent to it
at the address for notice purposes pursuant to the provisions of the
Agreement. The arbitrators shall apply principles of legal privileges,
such as those involving the confidentiality of communications between
a lawyer and a client. The arbitrators shall render any monetary award
in US Dollars, with interest calculated at the Interest Rate thereon and
are authorized to award costs and attorneys’ fees or allocate them
between the Parties. The Parties waive any defense based on
sovereignty, including immunity to arbitration, immunity to judicial
proceedings to enforce or to aid any such arbitration, and immunity to
enforcement and execution of the award or any judgment entered
thereon.

(g) Each of the Parties, together with their Affiliates, as relevant, shall
appoint one arbitrator, within thirty (30) days of receipt of notice of the
commencement of the arbitration, and the two arbitrators so appointed
shall select the presiding arbitrator within thirty (30) days of their
nomination. If either Party does not appoint an arbitrator as specified in
the immediately preceding sentence or if the Party-appointed arbitrators
fail to agree on the presiding arbitrator within thirty (30) days of their
nomination, then the London Court of International Arbitration shall
appoint such arbitrator.

(h) A majority of the arbitrators may grant interim measures including

injunctions, attachments and conservation orders in appropriate
circumstances, which measures the Parties agree may be immediately
enforced by the arbitrators or by court order. Hearings on requests for
interim measures may be held in person, by telephone or by video

Appendix A- 32
 conference, and requests for relief, responses, briefs or memorials may
be sent to, and orders or awards received from, the arbitrators by
facsimile or other similar means which include a confirmation of
delivery. Notwithstanding the requirements for negotiation between the
Parties, prior to the constitution of the arbitration tribunal and thereafter
as necessary to enforce the arbitrators’ rulings or in the absence of the
jurisdiction of the arbitrators to rule on interim measures in a given
jurisdiction, either Party may apply to a court for interim measures, and
the Parties agree that seeking and obtaining such measures shall not
waive the right to arbitration.

22.10 Waiver of Immunity

(a) Each Party hereby irrevocably consents to and waives any objection
which it may now or hereafter have to the laying of venue of any
proceeding relating to enforcement of the arbitration provisions, or any
award thereunder brought in the courts specified, and further irrevocably
waives, to the full extent it may effectively do so, the defense of an
inconvenient forum to the maintenance of any such proceeding in such
courts.

(b) To the extent that a Party or any of its revenues, assets or properties shall
be entitled, with respect to any proceeding relating to enforcement of the
arbitration provisions, or any award there under at any time brought
against such Party or any of its revenues, assets or properties, to any
sovereign or other immunity from suit, from jurisdiction, from
attachment prior to judgment, from attachment in aid of execution of
judgment, from execution of a judgment or from any other legal or
judicial process or remedy, and to the extent that in any jurisdiction there
shall be attributed such an immunity, such Party irrevocably agrees not
to claim and irrevocably waives such immunity to the full extent
permitted by the laws of such jurisdiction (including, without limitation,
the Foreign Sovereign Immunities Act 1976 of the United States).

22.11 Counterparts

The Agreement may be executed and delivered (including by facsimile

transmission) in one or more counterparts, all of which shall be considered one
and the same agreement and shall become effective when one or more
counterparts have been signed by each Party and delivered to the other Party, it
being understood that both Parties need not sign the same counterpart.

22.12 Binding Effect

The Agreement shall be binding upon and inure solely to the benefit of each
Party and their successors, assigns and transferees, and, notwithstanding the
Contracts (Rights of Third Parties) Act 1999, nothing in the Agreement, express
or implied, is intended to confer upon any other person (other than the
Indemnified Parties as provided in the Agreement) any rights or remedies of any
nature whatsoever under or by reason of the Agreement.

Appendix A- 33
22.13 Survival

Except as expressly otherwise provided in the Agreement, all covenants,

indemnities, representations, warranties, acknowledgments and agreements in
the Agreement shall survive and not be affected by termination of the
Agreement or completion of the Work.

Appendix A- 34
 APPENDIX B
SCOPE OF WORK

In addition to those obligations set forth elsewhere in the Agreement, the Work shall include the
following.

[DETAILED DESCRIPTIONS OF THE SCOPE OF WORK will be inserted as per Tender

results]

Appendix B- 1
 APPENDIX C
TARGET SCHEDULE

1, Project Milestones

[To be added as per Tender Results]

Appendix C- 1
 APPENDIX D
CONTRACT PRICE AND PAYMENT SCHEDULE

1. CONTRACT PRICE

[To be added as per Tender Results]

2. PAYMENT SCHEDULE

[To be added as per Tender Results]

For payment invoice please submit directly to:

Contractor shall submit one invoice (in original) to the following address for processing of
payment:

CNOOC Iraq Limited

ATTN: Accounts Payable
Tel: +971 4 210 8100
Address: P.O. Box 54799, Bldg 7WB, Room 3100, Dubai Airport Free Zone, Dubai,
United Arab Emirates

Appendix D- 1
 APPENDIX E
FORM OF PERFORMANCE SECURITY

PERFORMANCE GUARANTEE

To: CNOOC Iraq Limited (“Company”)

WHEREAS,

A. This bond (this “Bond”) is referring to the Engineering, Procurement, Construction And
Commissioning Agreement For Mechanical And E&I Works (Phase II) (No. CMIT-PRT-
10.53-230004) dated ______________ (the “Agreement”) executed by and between
_________________ (the “Contractor”) and Company. Any capitalized term used but not
defined herein shall have the meaning set forth in the Agreement.

B. Company has required the Contractor to furnish a bond in the form and tenor of this
instrument, conditioned upon the faithful employment, for the purpose of the Agreement,
of said monies.

C. This Bond is given to guarantee the performance of Contractor under the Agreement and
tohold Company harmless against any and all losses, which may result from the failure of
the Contractor to faithfully perform the Agreement and pay in accordance with the terms
and conditions of the Agreement any amount owing thereunder up to the Maximum Draw
Amount (as defined below).

NOW, we _______________, an insurance company/a recognized international bank incorporated

in _______ as a corporation with a capital of _______________, whose registered office is located
at _____________, registered with ________________ under the number of _______________
(the “Guarantor”) hereby as primary obligor unconditional and irrevocably guarantee as follows:

1. The Guarantor shall pay to Company on first written demand, in the manner described in
2 below, without proof or condition and without requiring any statement of breach, up to
and not exceeding the sum of $_____________ (the “Maximum Draw Amount”),
notwithstanding any contest or protest by the Contractor or by the Guarantor or any other
third party. Upon receipt by Guarantor of a written notice signed by authorized
representatives of Company and Contractor, respectively, that Project Completion has
occurred, the Maximum Draw Amount under this Bond shall be reduced to
$_____________.

2. Company may call upon this Bond for the whole or part of the Maximum Draw Amount
and may make any number of calls up to the Maximum Draw Amount. We undertake to
pay you the claimed amount, within seven (7) banking business days upon receipt of your
written demand stating the effect and aspect of the failure of performance by the applicant.
The transfer of the claimed amount shall be effected free of any charges and deductions in
favor of the account indicated by Company.

Appendix E- 1
3. The Guarantor shall not be discharged or released from its obligations under this Bond by
any arrangement between the Contractor and Company or by any alteration in the
obligations of the Contractor or by any forbearance whether as to payment, time,
performance or otherwise, or any change in the name or constitution of Company.

4. This Bond shall remain in force and effect until the earlier of (a) Fifty-One (51) months
from the date hereof (the “Expiry Date”), and (b) receipt by Guarantor of a notice signed
by an authorized representative of Contractor and Company stating that the Warranty
Period has ended.

5. If Guarantor has not received the notice referred to in Section 4(b) and if Contractor has
not extended the Expiry Date at least thirty (30) days prior to the Expiry Date, then
Company shall be entitled to draw the undrawn balance of this Bond by delivery of a draw
certificate referencing this paragraph 5.

6. The laws of England and Wales shall govern the interpretation, construction, enforceability,
legality and validity of this Bond, and all disputes arising hereunder or in any manner
related hereto. This Bond shall be subject to the Uniform Rules for Demand Guarantees,
published as number 758 by the International Chamber of Commerce, except as stated
above. The Guarantor hereby submits to the exclusive jurisdiction of the courts of England
with respect to any action, suit or proceeding arising under, or in connection with, this
Bond.

Given under our hand the date first above mentioned.

Signed by the
Guarantor :……………………………………….

Name :………………………………………
Designation :……………………………………….
Guarantor’s Seal :……………………………………….

Witnessed By:
Name :……………………………………….
Designation :……………………………………….
Company’s Seal :………………………………………

Appendix E- 2
 Exhibit A to Form of Performance Bond

[COMPANY]

DRAW CERTIFICATE

The undersigned, an authorized representative of Company, a __________________________,

hereby certifies as follows (capitalized terms used herein but not defined shall have the meanings
set forth in the Engineering, Procurement, Construction And Commissioning Agreement For
Mechanical And E&I Works (Phase II) dated ___________ (the “Agreement”), by and between
__________________ and __________________:

Company is entitled to draw, and hereby requests immediate payment of,

US$____________________ in immediately available funds by wire transfer to the following
account:

_________________________________
_________________________________
_________________________________

Executed on this ___ day of ________, 202_

[COMPANY]

By:_____________________________
Name:__________________________
Title:___________________________

Appendix E- 3
 APPENDIX F
CONTRACTOR PERMITS

NOT APPLICABLE

Appendix F- 1
 APPENDIX G-1
FORM OF MECHANICAL COMPLETION CERTIFICATE

Mechanical Completion Certificate

All capitalized terms not otherwise defined in this certificate shall have the meanings set forth in the
Engineering, Procurement, Construction And Commissioning Agreement For Mechanical And E&I Works
(Phase II) (Contract No.: CMIT-PRT-10.53-230004) by and between CNOOC Iraq Limited, a Company
existing under the laws of the British Virgin Islands (“Company”), and [insert Contractor name and
registered address] dated as of _______________, 2023 (the “Agreement”).
Contractor hereby certifies that all conditions and requirements for Mechanical Completion were achieved
and satisfied on [insert date], in accordance with the terms and conditions of the Agreement. Without
limiting the generality of the foregoing certification, Contractor additionally certifies that:
(a) Contractor has completed [insert Works completed by Contractor] or any applicable works
packages (as the case may be) to the extend required for the safe and continuous occupation and
use of the Project Facilities or any applicable Works Packages (as the case may be) consistent with
good Engineering and Construction Practices and all Applicable Laws subject only to the Punch
List Work with all permanent services and utilities connected in compliance with Applicable Laws;
(b) the Completion Inspection of the Project Facilities or Section thereof (where required of such
Section by Appendix B) has been successfully completed in accordance with the requirements of
the Agreement and in particular Appendix B;
(c) a complete set of “as-built” records including a complete set of “as-built” drawings has been
provided to Company;
(d) all obligations which are stated in the Agreement as being required for the Project Facilities to be
considered to have reached Mechanical Completion have been fully complied with; and
(e) Contractor and Subcontractors have delivered duly executed lien waivers and Contractor shall have
delivered a duly executed indemnity against Subcontractor liens relating to the Work, each in form
and substance reasonably acceptable to Company.

By: [insert Contractor name]

Name:

Title:

Date:

Appendix G- 1
 APPENDIX G-2
FORM OF PROVISIONAL ACCEPTANCE CERTIFICATE

Provisional Acceptance Certificate

All capitalized terms not otherwise defined in this certificate shall have the meanings set forth in
the Engineering, Procurement, Construction And Commissioning Agreement For Mechanical And
E&I Works (Phase II) (Contract No.: CMIT-PRT-10.53-230004) by and between CNOOC Iraq
Limited, a Company existing under the laws of the British Virgin Islands (“Company”), and
[insert Contractor name and registered address] dated as of _______________, 2023 (the
“Agreement”).
Contractor hereby certifies that all conditions and requirements for Provisional Acceptance were
achieved and satisfied on [insert date], in accordance with the terms and conditions of the
Agreement. Without limiting the generality of the foregoing certification, Contractor additionally
certifies that:
(a) All commissioning work or the relevant work packages (as the case may be) has been fully
and completely performed in accordance with the Agreement;
(b) The Project Facilities or the relevant work package is put in service by Company;

By: [insert Contractor name]

Name:

Title:

Date:

Appendix G- 2
 APPENDIX G-3
FORM OF HAND OVER CERTIFICATE

Hand Over Certificate

All capitalized terms not otherwise defined in this certificate shall have the meanings set forth in
the Engineering, Procurement, Construction And Commissioning Agreement For Mechanical And
E&I Works (Phase II) (Contract No.: CMIT-PRT-10.53-230004) by and between CNOOC Iraq
Limited, a Company existing under the laws of the British Virgin Islands (“Company”), and
[insert Contractor name and registered address] dated as of _______________, 2023 (the
“Agreement”).
Contractor hereby certifies that all conditions and requirements for Hand Over were achieved and
satisfied on [insert date], in accordance with the terms and conditions of the Agreement. Without
limiting the generality of the foregoing certification, Contractor additionally certifies that:
(a) all Work or the relevant Section thereof (as the case may be) has been fully and
completely performed in accordance with the Agreement, including the removal of
Contractor’s Equipment and Consumables from the Project Sites;
(b) any Delay Liquidated Damages in respect of the Project Facilities or the relevant Section
thereof (as the case may be) have been paid;
(c) Contractor has provided Company all documentation required in the scope of Work;
(d) Contractor has provided the Final Release; and
(e) no Contractor Default shall have occurred and be continuing.

By: [insert Contractor name]

Name:

Title:

Date:

Appendix G- 3
 APPENDIX H
COMPANY PROCURED MATERIALS

The following material items will be provided by COMPANY,

- Separators;
- Booster pumps (part of);
- Transformers;
- Other materials/equipment mentioned “construction only” in schedule of price.
Company may, by written notice at any time and from time to time, revise the designation of
Company Procured Materials, such as usage of stock of manual valves.
The Contractor shall be fully responsible for the transportation, safeguarding, installation and
commissioning of Company PROVIDED ITEMS until such items have been accepted by
Company.

Appendix H- 1
 APPENDIX I
COMPANY PERMITS

Permit Date to be Obtained

NOT APPLICABLE

Appendix I- 1
 APPENDIX J
PROJECT SITE ACQUISITION PROCEDURES

NOT APPLICABLE

Appendix J- 1
 APPENDIX K
CONTRACTOR ORGANIZATION CHART

[INSERT A CHART OF CONTRACTOR’S STAFFING POSITIONS FOR THE PROJECT]

Appendix K - 1
 APPENDIX L
FORM OF LIEN RELEASE

[CONTRACTOR’S LETTERHEAD]

[DATE]

Upon payment of the invoice dated [______] and the payment of all other amounts due and owing
to the undersigned (“Contractor”), Contractor hereby releases any and all claims of Contractor
against ______________________ (“Company”) (and its Affiliates, shareholders, agents,
representatives and employees) arising under or in any way connected with payments due and
owing with respect to the Project Materials delivered or installed, or the Work performed (except
that this release shall not, unless the Contractor and Company agree in writing otherwise, release
Company from any claims for indemnification existing as of the date hereof or hereafter arising
under Appendix A, Section 18.1(b) of the Agreement) through the Project Completion Date.

All capitalized terms used herein but not defined shall have the meaning set forth in the
Engineering, Procurement, Construction And Commissioning Agreement For Mechanical And
E&I Works (Phase II) (No. CMIT-PRT-10.53-230004) executed by and between Contractor and
Company on _____________, 201__.

[CONTRACTOR]

By:_________________________________
Name:______________________________
Title:_______________________________

Appendix L - 1
 APPENDIX M
STANDBY RATES

NOT APPLICABLE

Appendix M - 1
 APPENDIX N
EXTRA WORK RATES

NOT APPLICABLE

Appendix N - 1
 APPENDIX O
CONTRACTOR REQUIRED INSURANCE

(a) Workers’ Compensation or Personal Accident insurance, or its equivalent, in compliance

with Applicable Law, whether or not Contractor is required by such law to maintain such
insurance, and Employer’s Liability insurance with limits not less than US$ 1,000,000
(US Dollars One Million Only) per occurrence, covering all Personnel of Contractor;

(b) commercial general liability insurance with limits of not less than US$ 10,000,000 (US
Dollars Ten Million Only) per accident for bodily injury and property damage including
contractual liability covering the indemnity obligations included in this Agreement, sudden
and accidental pollution liability for risks assumed by the Contractor under this Agreement
(provided that Contractor shall be permitted to self-insure such sudden and accidental
pollution liability risk), broad form property coverage, personal injury, contractor's
protective liability, completed operations, contingent employer's liability and incidental
medical malpractice;

(c) commercial automobile liability insurance written on an occurrence basis with a limit of
not less than US$ 1,000,000 (US Dollars One Million Only) per accident for bodily injury
and property damage covering all owned, hired and non-owned vehicles used by Contractor
Group in the performance of the Work;

(d) professional liability insurance with a limit of not less than US$ 25,000,000 (US Dollars
Twenty five Million Only) each claim, providing coverage for claims arising out of the
performance of professional services under the Agreement and resulting from any error,
omission, or negligent act for which Contractor is liable; and

(e) all risks insurance covering the full replacement value of Contractor Group property,
Contractor's Equipment and Company Procured Materials used by Contractor Group for
the performance of the Work, but not incorporated into or forming part of the Project
Facilities; including removal of wreck/debris coverage.

(f) Any other insurance which may be relevant, and/or which may be required by any
Applicable Laws to which Contractor and/or Subcontractors are subject to or required by
the Company.

Appendix O- 1
 APPENDIX P
HEALTH, SAFETY, SECURITY AND ENVIRONMENTAL REQUIREMENTS

1. General Requirements

a) Contractor shall comply in all respects with Company health, safety, security and
environmental ("HSSE") requirements, all Applicable Laws, Good Industry Practices and
other applicable codes and standards.

b) Contractor shall provide its HSSE management system to Company. And Contractor shall
fully implement HSSE management system which is accepted by Company.

c) Contractor shall independently obtain all permits, certificates and licenses required for the
Services at its sole cost, risk and expense.

d) Contractor shall provide Company with the name of the Contractor's representative who
shall have responsibility for HSSE affairs, and the enforcement of the applicable codes
and standards at each work site.

2. HSSE Details

2.1 Health/Hygiene/Medical

a) Contractor shall be fully and solely responsible for the health, industrial hygiene and
medical treatment of its personnel and Subcontractors’ personnel and shall provide
appropriate numbers of medical professionals on each work site.

b) Contractor shall ensure that all its personnel and Subcontractors' personnel are medically
fit to perform their work.

c) Contractor shall train and ensure that its personnel and Subcontractors' personnel shall fully
understand all occupational health hazards involved in their work and shall monitor all
personnel to ensure that such health hazards are dealt with and minimized to the satisfaction
of Company.

d) Contractor shall comply with all applicable WHO and Iraq COVID-19 epidemic prevention
and control requirements and entry regulations.

e) Contractor shall comply with Company’s epidemic prevention and control requirements:

• Strongly recommend contractor’s employees to be vaccinated before mobilizing to the

worksite.
• Keep social distancing and wear face mask during work and residence.
• Purchase and store sufficient number of qualified face masks, disinfectant and sanitizer
and other epidemic preventive materials.
• Establish an epidemic prevention and control plan, and conduct emergency case drills
periodically.

Appendix E- 1
f) Contractor shall obey the Guidelines for Prevention and Control of COVID-19 at
Missan Oil Fields and all other requirements issued by Company.

2.2 Safety

a) Contractor and Company shall agree that safety is of paramount importance in the
performance of the Work and that Contractor is fully and solely responsible for the safety
of the Work, Services, its personnel and property and ensuring that all operations are
performed in a safe manner.
b) All materials, equipment and products provided to Company, as well as the packing and
transporting of the same, shall be in conformity with Good Industry Practices and other
applicable codes and standards.

c) Contractor shall fully implement its safety operation procedures, regulations and all
applicable Company safety requirements.

d) Contractor shall ensure adequate safety signs for identified hazards and potential dangers at
each work site.
e)
f) Contractor shall ensure that all personnel and Subcontractor's personnel have been given all
necessary instructions and HSSE training according to HSSE laws, regulations and
Company HSSE requirements, and shall provide qualification certificate(s) and records if
required by Company.

g) Contractor shall ensure that its personnel and the personnel of its Subcontractors do not use,
possess, distribute, or sell alcohol, illegal drugs and any other controlled substances while
on Company premises or while engaged in performing the Services for Company.

h) Contractor shall supply its personnel and Subcontractors' personnel with adequate
protective clothing and equipment as required in connection with the safe performance of
the Work. Such clothing and equipment shall be maintained in good condition and shall be
used on all relevant occasions at all times.

i) Contractor shall report to Company all hazards and HSSE violations which occur during
performance of the Work and all corrective measures taken, regardless of whether such
hazards or violations are discovered by Contractor itself or by Company.

2.3 Security

a) Contractor shall be solely responsible for the security of its personnel and property
including those of its Subcontractors. Contractor shall be solely responsible for all security
related matters relating to its own personnel and property, such as obtaining required
permissions and licenses.

b) Contractor shall be solely responsible for providing and implementing a security plan to
ensure the security of all personnel and locations where the Work is performed or where
Technical Data, materials (including harmful materials), equipment and other items
relating to the Work are maintained.

Appendix E- 2
c) Contractor personnel and Subcontractors’ personnel shall be fully trained on relevant
security knowledge and awareness prior to performing any work.

d) Contractor shall fully comply with Company’s requirements on camp safety, travel, work
in border areas, precautions relating to mines & UXO and any other regulations and
procedures.

e) Contractor shall provide Company with the Contractor’s personnel and Subcontractors’
personnel information, such as name, sex, age, position and nationality and the name of
Contractor's representative who shall have responsibility for security.

2.4 Environment

a) Throughout performance of the Services, Contractor and Subcontractor shall conduct all
operations in such a way as to minimize any impact upon the natural environment, and shall
ensure full compliance with all Applicable Laws, regulations and rules relating to the
environment.

b) Contractor and Subcontractor shall promptly notify Company and respond to all
environmental incidents related to the Services.

c) Gas, waste water discharge and solid wastes disposal shall comply with Company HSSE
requirements. Industrial noise and dust shall be properly reduced either by technical or by
protective methods.

d) Contractor and Subcontractor shall take full responsibility for and shall indemnify
Company in respect of all claims, damage, costs and penalties relating to any
environmental damage or loss or non-compliance with any Applicable Laws or regulations
arising from the Work or Services and shall be solely responsible for any related cost, risk
and expense.

2.5 Emergency & Incident/Accident

a) Contractor shall be fully and solely responsible for all incidents/accidents, injuries, near-
misses and property loss arising from the Services due to quality defects of design,
material, equipment and installation, or absence, defects and incompetent of management,
or other nonconformity with the requirements herein and specified in the Scope of Work
in the agreement, and shall be fully responsible for any cost and expense arising therefrom.
b)

c) Contractor shall establish an emergency response plan for the Service and submit to
Company for the record, and shall actively perform and participate in emergency drills.

d) In the event of any emergency endangering life or property, Contractor shall take such
actions as may be necessary to prevent, avoid or mitigate injury, damage or loss and shall
promptly notify Company of any emergency and the actions taken by Contractor. If
Contractor fails to take such actions, Company, before notifying Contractor, may (but is
not obligated to) take reasonable precautions to prevent, avoid, or mitigate injury, damage
or loss, but such actions by Company or Company’s failure to do so shall not limit or affect
Contractor’s obligations under this Agreement. Contractor shall reimburse Company for

Appendix E- 2
 the costs incurred by Company in taking such activities.

e) Contractor shall immediately report to Company the occurrence of any incident or

accident during the Work, including near-misses.

f) Contractor shall at its sole cost and expense investigate and implement corrective
measures following any accident, injury or near-miss relating to the Services.

g) All documents relating to incidents or accidents shall be submitted to Company.

3. Miscellaneous

a) Contractor shall perform its obligations in a professional, competent and diligent manner
in accordance with the HSSE terms of the Agreement, Good Industry Practice, general
International Practices and all applicable standards relating to the Services.

b) No firearms, ammunition, or deadly weapons are permitted on Company premises

except as may be authorized by Company for security purposes to ensure adequate
protection of property and personnel.
c) .

d) Any actions of physical violence, threats, intimidation, harassment, or coercion shall be

strictly prohibited in Company’s camp and worksites.

e) Upon completion of the Work, Company's representative and Contractor shall inspect the
final/completed Work site to determine that all hazards, contaminated areas and wastes
related to the Work site have been cleaned or removed by Contractor in accordance with
Company HSSE requirements.

f) Contractor shall provide Company with all related HSSE reports and documents as
reasonably requested by Company and archive full and detailed HSSE reports and
documents related to the Services for audit or reference.

g) Company may refuse any Contractor personnel and Subcontractors’ personnel access to
Company’s camps and worksites if such personnel do not comply with Company standards
for safe and good workmanship due to attitude, lack of skill or insufficient training or
experience.

h) Company's representatives and nominees shall have the right to access at any time any
Contractor facility, equipment, personnel or records to inspect or audit any aspect of the
Contractor's operations relevant to safety and security.

i) Company may require Contractor to stop work under this Agreement or remove Contractor
personnel and Subcontractors’ personnel from Company’s premises at any time where it
identifies an imminent hazard to people, property or the environment in the work
procedures or work environment, or where Contractor is in violation of any Applicable
Laws, regulations, Company HSSE policies or procedures or any applicable HSSE
standards.

4. HSSE Compliance and Compensation

Appendix E- 2
Contractor shall comply with and cause its servants, agents and Subcontractors to comply with
Company’s HSSE requirements as specified in the Agreement, including this Appendix, or as
may otherwise be notified in writing by Company to Contractor from time to time (“HSSE
Requirements”).

Company shall be entitled to issue warning letter(s) to and/or impose HSSE Liquidated
Damages and/or other remedies on Contractor if Contractor or its servants, agents and

Appendix E- 2
Subcontractors does not comply with Company’s HSSE Requirements and/or fails to rectify the
non-conformities in Company’s required time, as detailed in the following (1) and (2). Any
accident, noncompliance or violation of HSSE Requirements by Contractor’s servants, agents and
Subcontractors shall be deemed as Contractor’s accident, noncompliance or violation in terms of
warning letter(s) and/or HSSE Liquidated Damages and/or other remedies.

Company and Contractor agree that this Appendix for HSSE, including the HSSE Requirements,
HSSE Liquidated Damages and any other terms, is not in conflict of any other clause or part of the
Agreement, including the indemnification clause. Company and Contractor agree that the HSSE
Liquidated Damages and other remedies are not consequential damages.

Contractor acknowledges and agrees that Company has a legitimate interest in ensuring that
Contractor complies with the HSSE Requirements and that the liquidated damages set out in this
Appendix are a genuine pre-estimate of Company’s loss in the event of Contractor failing to
comply with the HSSE Requirements, including the cost of the investigation, handling and
management of the HSSE accident, the damage to Company’s reputation, etc., and such liquidated
damages are proportionate to the legitimate interest of Company. All the HSSE Liquidated
Damages and/or other remedies set out below shall be in addition to, and not in substitution for,
any other remedies or rights provided under any other provision of this Agreement or at law to
Company, including the compensation for the loss of Company’s property due to the accident.

Unless otherwise provided herein, all the HSSE Liquidated Damages and/or other remedies set out
below shall be cumulative. Notwithstanding any other provisions, the total amount of Contractor’s
liability for HSSE Liquidated Damages under this Appendix shall not exceed the Contract Price.

Company has the right to deduct any amount of the HSSE Liquidated Damages in any payment as
set forth in Appendix D and Article VII of Appendix A, or from the performance guarantee or in
any other way, at the sole and absolute discretion of Company.

(1) Accident and corresponding HSSE Liquidated Damages and other remedies

1) Accident Rank
Accident Persons Injured Environment
Property Loss
Level /Fatalities Damage
fatalities≥3; or
A direct property loss ≥ 1,500,000$ oil spill ≥100t
serious injured≥10;
1≤fatalities≤2; or 150,000$≤direct property loss＜
B 10t≤oil spill ＜100t
3 ≤serious injured≤9; 1,500,000$
1 ≤serious injured≤2, 15,000$≤direct property loss ＜
C 1t≤oil spill ＜10t
with lost work time 150,000$

For purpose of the above Accident Rank, a person shall be considered “serious injured” if he or
she:
a) suffers a loss [whether functional, physical or otherwise] of a body part; or
b) sustains a serious, permanent disfigurement.
2) HSSE Liquidated Damages and other remedies for Accident

Appendix P- 1
For the Persons Injured /Fatalities accident, the Maximum HSSE Liquidated Damages for each
accident shall be compensated as below:

Maximum HSSE
Contract Price (USD) Trigger Liquidated Damages
for each accident
Accident Level C 2%×Contract Price
Contract Price Accident Level B 3%×Contract Price
Accident Level A 5%×Contract Price
Accident Level C 1%×Contract Price
Contract Price Accident Level B 1.5%×Contract Price
Accident Level A 2%×Contract Price
Accident Level C 0.5%×Contract Price
Contract Price Accident Level B 0.7%×Contract Price
Accident Level A 1%×Contract Price
Accident Level C 0.3%×Contract Price
Contract Price Accident Level B 0.5%×Contract Price
Accident Level A 0.7%×Contract Price
Accident Level C 0.2%×Contract Price
Accident Level B 0.3%×Contract Price
Accident Level A 0.5%×Contract Price

For the Property Loss and Environment Damage accident, the Maximum HSSE Liquidated
Damages for each accident shall be compensated as below:

Maximum HSSE Liquidated Maximum HSSE Liquidated

Trigger Damages for each accident Damages for each accident
[Property Loss] [Environment Damage]
Accident Level C 40%×Direct Property Loss 40%×Direct Property Loss
Accident Level B 70%×Direct Property Loss 70%×Direct Property Loss
Accident Level A 100%×Direct Property Loss 100%×Direct Property Loss

Note:
a) Company has the sole and absolute right to determine the actual amount of the HSSE
Liquidated Damages within the Maximum HSSE Liquidated Damages standard
aforementioned, based on the Company’s investigation report, taking into consideration
the cause and nature of the accident, the severity, the actions taken by Contractor, etc.
Company has the right to take further actions with respect to the accident.
b) The Direct Property Loss of an accident shall be calculated in accordance with Company’s
investigation report.
c) If the contract price of the Agreement is based on unit price rather than lump sum, for the
calculation of the HSSE Liquidated Damages, the Contract Price hereunder shall be
deemed to be the service fees actually incurred from the effective date of the Agreement to
the date when the accident happens.

Appendix P - 2
 d) In respect of the Level A accident, Company has the right to terminate the Agreement upon
written notice to Contractor.
e) In respect of Environment Damage, Company shall be entitled to liquidated damages at the
higher of:
i: oil leakage volume×SOMO oil price, plus maintenance and material fee, any fines,
penalties, costs and charges imposed on Company by any governmental authority;
ii: the actual amount of the HSSE Liquidated Damages determined by Company in
accordance with the rates in the table above.
f) If the Person Injured /Fatalities and/or Property Loss and/or Environment Damage happen
in the same accident, the HSSE Liquidated Damages could be calculated accumulatively
or using the higher or highest amount, subject to Company’s sole and absolute discretion
and determination, taking into consideration the cause and nature of the accident, the
severity, the actions taken by Contractor, etc.

(2) Warning Letter and corresponding HSSE Liquidated Damages and other remedies

1) Warning Letter

Company has the right to issue Warning Letter which signed by the General Manager of Company
to Contractor if Contractor or its servants, agents and Subcontractors substantially fails to comply
with the HSSE Requirements, including but not limited to any of the following unsafe action or
unsafe condition, which has or will give rise to HSSE risk or accident:
a) Reject or disturb HSSE Requirements on purpose.
b) Violations or intentional actions which may cause unacceptable consequence to Company.
c) Conceal incident, delay incident report, organize emergency response not immediately
which cause secondary disaster, or refuse or fail to cooperate in accident investigation.

2) HSSE Liquidated Damages and other remedies for Warning Letter

HSSE Liquidated Damages and other remedies

Trigger
[per each warning letter]
1st Warning Letter N/A
2nd Warning Letter 0.05%×Contract Price
Company has the right to reject Contractor’s
bidding or participation in any Company’s
procurement, within a period from the issuance
3rd Warning Letter
of the 3rd Warning Letter to the second
anniversary of the expire date or termination of
the Agreement (whichever is earlier)

Appendix P - 3
 APPENDIX Q
WORK ORDER FORM

Pursuant to Engineering, Procurement, Construction And Commissioning Agreement For

Mechanical And E&I Works (Phase II) (Contract No.: CMIT-PRT-10.53-230004) dated
[______________], 2023 (the “Agreement”) executed by and between CNOOC Iraq Limited (the
“Company”) and [the Contractor Company Name] (the “Contractor”).
Company: Contractor:
CNOOC Iraq Limited XXXXXX
Company and Contractor hereby enter into this Work Order on [ ] 20[ ]. Company and Contractor
agree that Contractor shall provide the Works described below, subject to the terms and conditions of the
above-referenced Agreement (as amended and/or modified), and otherwise, to the extent they do not
conflict with the Agreement, in accordance with the terms and conditions contained in this Work Order.
Country: Operating Area: Services Location:
Iraq Missan Oil field
Commencement Date of the Work: Term of the Work to be performed under this Work
Order:
Target Schedule for the Work to be performed
under this Work Order:
Description of the Work to be provided:

Personnel and equipment (including vehicles, if any) to be furnished by Contractor:

Point of origin for equipment: Point of entry for equipment:

Responsibility for transportation, fuel and board/lodging arrangements:

List of items or services to be provided by Company:

Payment and currency terms (if different than the terms set forth in the Agreement):

Whether Contractor required to provide bank guarantee or irrevocable standby letter of credit:

Company’s address for submission of Contractor’s Contractor’s banking information:

invoices:
Email for Company notices: Email for Contractor notices:

Identification of the Company representative: Identification of the Contractor representative:

Other terms:
Any intention to modify the terms of the Agreement must be explicitly stated, with specific reference to
individual terms of the Agreement to be modified or amended.

Appendix R - 1
IN WITNESS WHEREOF, the Company and Contractor have caused their duly authorized
representatives to execute this Work Order, in duplicate, with effect as of the date written above.

CNOOC Iraq Limited Contractor Company

By:______________________ By:________________________

Appendix T - 2
 APPENDIX R
FORM OF ADVANCE PAYMENT GUARANTEE

To: CNOOC Iraq Limited

Gentlemen and/or Ladies:

In accordance with the provisions of the Terms and Conditions of Engineering, Procurement and
Construction Agreement for Water Injection Pipeline And Source Water Pipeline Project (Contract
No.CMIT-PRT-10.53-230004), ////////////////////////////////, which is located at
/////////////////////////////////////////////, (hereinafter called "the Contractor") shall provide the Company
with a bank guarantee to guarantee its proper delivery performance under the Contract in an
amount of (amount of guarantee in figures and words).

We, (name of bank), as instructed by the Contractor, agree unconditionally and irrevocably to
guarantee as primary obligator and not as surety merely, the repayment in whole or in part of the
advance payment to the Company on its first demand in a written notification stating the cause for
failure of the delivery performance by the Contractor without whatsoever right of objection on our
part, in the amount not exceeding (amount of guarantee in figures and words).

We further agree that no change or addition to or other modification of the terms of the Contract
to be performed there under shall in any way release us from any liability under this guarantee.

This guarantee will expire on after Twelve (12) months from its issuance. Upon its expiry the
original of this guarantee shall be returned to us. After expiry this guarantee will become null and
void whether returned to us or not.

This guarantee is governed by and construed in accordance with the laws of England and Wales
to the exclusion of any conflict law rules. This guarantee shall be subject to the Uniform Rules for
Demand Guarantees, published as number 758 by the International Chamber of Commerce. We
hereby submit to the exclusive jurisdiction of the courts of England with respect to any action, suit
or proceeding arising under, or in connection with, this guarantee.

Yours truly,
:
Signature and seal of Guarantors:
Name of Bank:
Address:

Appendix T - 3
Appendix Q- 1