SECTION 2 - TERMS AND CONDITIONS Clause 1- Contractors Obligations (a) Sco e o!

"or#s The Contractor shall, with due care and diligence, develop Architectural, Structural and MEP design and obtain Dubai Municipality/TECOM, construct, co plete and aintain the !or"s and provide all labour, including the supervision thereo#, aterials, e$uip ent and all other things, whether o# a te porary or per anent nature, re$uired in and #or such construction, co pletion and aintenance, so #ar as is necessary #or providing the sa e as speci#ied in Section % &the Technical 'n#or ation and Speci#ications( to this Contract) This is brie#ly listed below* Design Drawings Sub ission to DM/TECOM #or +uilding Per it ,ecessary ,OC-s #ro various statutory authorities Construction Shop Drawings E.cavation Structural /oundation wor"s including +ase ent Structural concrete /ra e 0oo#ing wor"s E.ternal #acade #inishes) +loc" wor" Partitions 1 Plasterwor" Alu iniu 2la3ing 'nternal 4oinery !or"s as speci#ied 'nternal /loor /inishes 'nternal Ceiling /inishes 'nternal Decoration Mechanical 1 Engineering 'nstallations Electrical 1 Co unications Engineering 'nstallations /ire Alar 1 /ire #ighting 'nstallations Plu bing 1 Drainage Testing 1 Co issioning E.ternal wor"s li ited to boundary wall and #ront paving

(b) Ins ection o! Site The Contractor warrants that he has inspected and e.a ined the Site and its surroundings and in#or ation available in connection therewith and has satis#ied hi sel# as to the #or and nature thereo#, including the e.tent and nature o# wor" and aterials necessary #or the construction and co pletion o# the !or"s, the eans o# access to the Site &including govern ental and landlord licenses and sources o# power and other utilities( and &to the e.tent which was practicable( has obtained all necessary in#or ation as to ris"s, contingencies and all other circu stances which ay in#luence or a##ect his e.ecution o# the construction, co pletion and aintenance o# the !or"s and the re edying o# any de#ects in the !or"s and the aterials supplied/used by the Contractor) 1

SECTION 2 - TERMS AND CONDITIONS '# during the e.ecution o# the wor"s, the Contractor encounters physical obstructions or physical conditions, other than cli atic conditions on Site, which obstructions or conditions, were, in his opinion, not #oreseeable by an e.perienced contractor, the Contractor shall give notice thereo# to the E ployer) On receipt o# such notice, the E ployer shall, i# in his opinion, such obstructions or conditions could not have been reasonably #oreseen by an e.perienced contractor, a#ter due consultation with the Contractor, deter ine any e.tension o# ti e and the a ount o# any costs which ay have been incurred by the Contractor by reason o# such obstructions or conditions having been encountered, which shall be added to the Contract Price) (c) $ossession o! Site an% Access t&ereto The E ployer shall, at the beginning o# the obili3ation period, give to the Contractor possession o# the Site and access thereto as ay be re$uired to enable the Contractor to co ence and proceed with the e.ecution o# the !or"s in accordance with the progra re#erred to in Clause 5) '# the Contractor su##ers delay and/or incurs costs #ro #ailure on the part o# the E ployer to give such possession, the Contractor shall give notice to the E ployer and shall be entitled to an e.tension o# ti e to which the Contractor is entitled under Clause 6 and the a ount o# such costs plus overhead and pro#it, which shall be added to the Contract Price) (%) 'ealt&( Sa!et) an% Securit) The Contractor shall, during the contract period, ta"e #ull responsibility #or the ade$uacy, stability and sa#ety o# all Site operations and ethods o# construction prepared by hi and persons entitled to be on the Site) Contractor shall co ply with all Security, 7ealth and Sa#ety regulations re$uired #ro ti e to ti e by the E ployer or the 8AE 0egulatory authorities) The Contractor shall not be responsible #or any da age on the Site, which would result #ro any structural wor", but shall be co pensated #or any da age, which ay be due to a de#ect in such structural wor") (e) Site A%*ittance The Contractor shall ta"e all steps reasonably re$uired by the E ployer to prevent unauthorised person&s( being ad itted to the Site) '# and when instructed by the E ployer, the Contractor shall give to the E ployer a list o# na es and addresses o# all persons who are or ay be at any ti e concerned with the !or"s or any part o# the , speci#ying the capacities in which they are so concerned, and giving such other particulars as the E ployer ay reasonably re$uire) (!) $&otogra &s The Contractor shall not at any ti e ta"e any photograph o# any Site and shall e ploy its best endeavours to ensure that no such photographs shall at any ti e be ta"en or published or otherwise circulated by any e ployee, agent or sub9contractor o# his, unless the Contractor has obtained prior approval #ro the E ployer)

SECTION 2 - TERMS AND CONDITIONS (g) A%+ertising The Contractor shall not allow the Site to be used #or any #or whatsoever without the prior approval in writing o# the E ployer)

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(&) Statutor) Obligation(s)( !ees an% c&arges The Contractor shall be responsible #or the pay ent o# all govern ental and unicipal #ees and duties which ay be levied on the Contractor, his e ployees, e$uip ents and aterials) All costs associated with the :;< additional built up area shall be paid directly by the E ployer and is not included in the Contract Price) (i) ,eneral Res onsibilities i) The Contractor shall provide on the Site in connection with the e.ecution and co pletion o# the !or"s and the re edying o# de#ects therein* only such technical assistants as are s"illed and e.perienced in their respective callings and such #ore en and leading hands as are co petent to give proper supervison o# the !or"s, and, such s"illed labour as is necessary #or the proper and ti ely #ul#illing o# the Contractor-s obligations under the Contract) ii) The Contractor shall give pro pt notice to the E ployer, o# any error/o ission in approved design o# non9availability o# approved aterial which he discovers when e.ecuting the !or"s) The Contractor shall sub it alternate or si ilar aterial, including the cost i plication #or the approval o# the E ployer in the event o# non9 availability o# speci#ied aterial) Once approval is granted by the E ployer #or the design/ aterial, it is to the E ployer to pay the additional price, which ay result #ro the use o# such alternate design/ aterial (-) Assign*ent The Contractor ay not assign any o# its rights and obligations under this Contract to any third party without #irst obtaining the E ployer-s written agree ent thereto) (#) Con!i%entialit) The Contractor shall treat this Contract, its sub=ect atter, its ter s, all reports and in#or ation gathered #urther to it, and all related atters as con#idential in#or ation o# the E ployer, and the Contractor shall not publish or disclose the sa e or any particulars thereo# to any third party without the prior consent in writing o# the E ployer) Clause 2- Mobilisation( Co**ence*ent . Co* letion The Contractor shall co plete obilisation o# the !or"s /0 days #ro the date o# receipt o# the +uilding Per it #ro Dubai Municipality/TECOM and the !or" Per it/Access to site #ro the E ployer &Mobilisation erio%( The Contractor shall co ence the !or"s on the ne.t day a#ter the end o# the obili3ation period &Co**ence*ent Date( sub=ect to Clause :> and co plete the !hole o# the !or"s within the #ollowing 10 wee"s &?the Co* letion Date@() 3

SECTION 2 - TERMS AND CONDITIONS /or the purposes o# this Contract, the ter including /ridays and public holidays) Clause /- $rogra* o! "or#s The Contractor shall no later than >B days a#ter the Co ence ent Date prepare and sub it to the E ployer #or his approval a progra #or carrying out the !or"s) Clause 2- $rogress an% Dela)s (a) Monitoring an% re orting $rogress On a onthly basis, the Contractor shall sub it a report, in a #or at acceptable to the E ployer, detailing the progress during this period and the progress as co pared to the overall progra e) (b) Dela)s3 Re+isions '# it beco es apparent that the !or"s shall not be co pleted by the Co pletion Date or any e.tended date inserted therein in accordance with the provisions o# this sub9clause #or reasons beyond the control o# the Contractor, he shall so noti#y the E ployer , who should e.tend the ti e #or co pletion by a reasonable period 'n all such instances, the Contractor shall prepare and sub it to the E ployer #or approval a revised progra showing the odi#ications o# the Progra necessary to ensure co pletion o# the whole o# the !or"s or each Section and Portion o# the !or"s) '# the Contractor is prevented by circu stances beyond its reasonable control to have delivered on ti e i ported selected aterials, he should noti#y the E ployer o# the necessity to have the aterials delivered to Site by using alternative ethods e)g) Air /reight in order to eet the co pletion date) Depending on the reasons #or resorting to such ethods, the additional costs that ay be incurred ay be either #ully paid by the E ployer or shared with the Contractor) Clause 4- E5tension o! ti*e A#ter due consultation with the Contractor, the E ployer shall grant and noti#y the Contractor e.tension, i# any, o# the Ti e o# Co pletion o# the whole o# the !or"s or o# any portion o# the !or"s as ay be reasonable in respect o# such part as is caused, inter alia, by any o# the #ollowing events or circu stances* any variation o# the wor"s pursuant to Cariation Orders issued under Clause D) any other event or circu stance #or which the E ployer or so e other contractor e ployed by the E ployer is responsible and #or which the Contractor is not directly or indirectly responsible) Adays- shall ean calendar days i)e) actual days

SECTION 2 - TERMS AND CONDITIONS a force majeure cause as provided #or under Clause :;)b) any other obstruction or physical condition not #oreseeable by an e.perienced contractor at the inspection o# the site) Any cause o# delay giving an entitl ent to an e.tension o# ti e under a sub9clause o# these Ter s and Conditions)

Such e.tension o# ti e ay result in the need to revise the Progra as per Clause 5 and in additional cost due to the Contractor on the ter s to be agreed with the E ployer) Clause 6- $ractical Co* letion !hen the Contractor considers that the whole o# the !or"s or portion o# the !or"s has been co pleted, he shall give to the E ployer , written notice o# the date a#ter which the !or"s ay be inspected) The E ployer shall inspect the !or"s within E days #ollowing the date speci#ied in Contractor-s notice) The !or"s ay be dee ed as practically co plete i#, as deter ined by the E ployer, these are co pleted su##iciently and in con#or ity with contract docu ents and the Site can be properly used #or the purpose #or which it was built) 'n such case, the E ployer shall, within E days, issue a certi#icate o# practical co pletion, together with a list o# any inco plete or de#ective wor", i# any) 'n case o# inco plete or de#ective wor", the Contractor underta"es to repair, #i. and co plete the sa e within the ti e set out by the E ployer without any additional cost on part o# the E ployer, on/or be#ore the e.piry date o# the De#ects ,oti#ication Period #or the !or"s or Section o# the !or"s &as the case ay be() Clause 1- De!ects 7iabilit) Any de#ects, e.cessive shrin"ages or other #aults which appear to the !or"s within T8el+e (12) *ont&s o# the date o# practical co pletion and are due to any error, o ission or negligence attributable to the Contractor or his sta## or due to the Contractor-s Materials, Plant or !or" anship not being in accordance with the Contract shall be re edied by the Contractor entirely at his own cost unless the E ployer shall otherwise instruct) The E ployer shall one onth be#ore the e.piration o# the De#ects Fiability Period certi#y, a#ter inspection, the date when it is considered that the Contractors obligations under this clause will be discharged and shall issue a /inal Approval Certi#icate to the Contractor G which period should not e.ceed the one onth) 'ssuance o# such certi#icate shall be issued at the e.piration o# the De#ects Fiability Period and should not be unnecessarily withheld or delayed by the E ployer)

SECTION 2 - TERMS AND CONDITIONS Clause 9- Sub contracting The Contractor shall not sub9contract the !or"s or any part thereo# without the written consent o# the E ployer which consent shall not be unreasonably withheld) Clause :- ;ariations The E ployer ay order in writing prior to the Co pletion Date, any variation o# the #or , $uality or $uantity o# the !or"s or any part thereo# that ay, in his opinion, be necessary) The Contractor shall be bound to carry out such Cariation Order as i# the provisions o# the sa e had been incorporated into the Contract, only a#ter written approval by the E ployer o# the value o# the additional wor" as proposed by the Contractor) During the valuation o# the C)O), priority shall be to use, where relevant, the prices in the +OH/Speci#ications) '# the rates in the +)O)H) o# the Cariation ite &s( are #ound to be less than the prevailing ar"et price, the E ployer shall value on a #air 1 reasonable basis) 'n all the cases, the valuation o# the variation order shall consist on the cost plus :6< coordination, ris"s and pro#its) 'n all the cases, the valuation o# the variation order shall consist o# the cost plus :6< coordination, ris"s and pro#its) A#ter receiving any Cariation Order, the Contractor shall noti#y the E ployer whether, in his opinion, the Cariation Order will result in any need to revise the Progra &e.tension o# ti e( and i#, in Contractor-s opinion, there is such a need, the said written noti#ication shall be acco panied by a proposed revised progra #or the approval o# the E ployer) Clause 10- Ris# an% Res onsibilit) (a) Contractors Care o! t&e "or#s The Contractor shall ta"e #ull responsibility #or the care o# the !or"s #ro the Co ence ent Date until the date o# the Certi#icate o# Practical Co pletion under Clause I) 0esponsibility shall then pass to the E ployer) '# any loss or da age happens to the !or"s during the above period, the Contractor shall recti#y such loss or da age so that the !or"s con#or with this Agree ent) The Contractor shall inde ni#y the E ployer, its agents and e ployees against all loss or da age that ay occur to the !or"s and are attributable to the Contractor and against all clai s or e.penses arising out o# the !or"s, and caused by the Contractor, his agents or e ployees (b) <orce Ma-eure '# a Party is or will be prevented #ro per#or ing any o# its obligations by Force Majeure, the Party a##ected shall noti#y the other Party within :% days a#ter the Party beca e aware o# the relevant event or circu stance constituting /orce Ma=eure)

SECTION 2 - TERMS AND CONDITIONS 6

'# necessary, the Contractor shall suspend the e.ecution o# the !or"s and, to the e.tent agreed with the E ployer, de obilise the Contractor-s E$uip ent) '# the event continues #or a period o# :% days, either Party ay then give notice o# ter ination which shall ta"e e##ect :% days a#ter sub ission o# the notice) A#ter ter ination, the Contractor shall be entitled to pay ent o# unpaid balance o# the value o# the !or"s e.ecuted including the #ollowing* i( the cost o# the suspension and de obili3ationJ ii( any su s to which the Contractor is entitled) The net balance shall be paid within :% days a#ter the notice o# ter ination) Clause 11- Insurance The Contractor shall procure and aintain, at their e.pense #ro the co ence ent date until co pletion date, the insurance policies described below with insurance co panies, policy li its and territory covered su##icient to cover the wor"s which are under his scope, with li its not less than those indicated* a( "or#*ens Co* ensation an% E* lo)ers 7iabilit) Insurance being coverage in respect o# personal in=uries &including death, clai ant-s and de#ence costs( to e ployees o# the contractor and its sub9contractors resulting #ro or occurring in connection with the carrying out o# the wor"s 1/ or the re edying o# de#ects therein 1/ or the contractor-s observance or per#or ance o# or #ailure to observe or per#or its other obligations under the Contract/ agree ent including e.tended warranty obligations in accordance with 8AE labour law 1/ or subse$uent a end ents thereto 1/or co on law 1/ or Shariah Faw) Auto*obile T&ir% $art) an% $assenger 7iabilit) Insurance covering all owned, hired and non owned vehicles auto obile e$uip ent used by Contractor or auto otive e$uip ent used by Contractor in connection with the per#or ance o# the Contract in accordance with applicable laws and regulations o# the Country o# operation) Such insurance shall provide an unli ited inde nity #or death o# or in=ury to persons and the e$uivalent o# not less than 8AE Dirha s >6;,;;;/9 #or loss o# or da age to property which shall be e.tended as ay be necessary to cover any additional cover re$uired by statutory re$uire ent in the 8nited Arab E irates) ,eneral T&ir% $art) 7iabilit) Insurance= The Contractor shall e##ect and aintain a 2eneral Third Party Fiability policy with li its o# not less than AED :,;;;,;;;/9 co bined single li it per accident/occurrence, the nu ber o# occurrences being unli ited including bodily in=ury and property da age, contractual liabilities assu ed by Contractor, liability #or pollution and clean up on a sudden and accidental basis, and with the ?care custody, and control e.clusion@ deleted) All Ris#s Insurance An all ris"s insurance in respect o# plant e$uip ent and tolls, covering physical loss, or destruction o#, or da age to, all e$uip ent and tolls owned or hired by the contractor and e ployed #or the e.ecution o# the services to the landed replace ent cost in respect o# physical da age to or loss o# the sa e)

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SECTION 2 - TERMS AND CONDITIONS

There shall be no obligation #or the insurance to include loss or da age caused by* i) ii) iii) war, hostilities, invasion, act o# #oreign ene ies, rebellion, revolution, insurrection, or ilitary or usurped power or civil war, ionising radiations, or conta ination by radio9activity #ro any nuclear #uel, or #ro any nuclear waste #ro the co bustion o# nuclear #uel, radio9active to.ic e.plosive or other ha3ardous properties o# any e.plosive nuclear asse bly or nuclear co ponent hereo#, pressure waves caused by aircra#t or other aerial devices travelling at sonic or supersonic speeds)

iv)

At the inception o# this Contract and whenever re$uested, Contractor shall #urnish insurance certi#icates to evidence the insurance re$uired herein) Contractor-s insurance shall be carried with insurance co panies satis#actory to the E ployer and shall contain endorse ents stating that insurer will provide thirty &5;( days written notice to the E ployer on non9renewal, cancellation, a end ent or alteration o# such coverage) All deductible a ounts, pre iu , #ranchise a ounts or other charges due with respect to the contractor-s re$uired insurance detailed herein shall be the sole obligation o# Contractor) Maintaining the prescribed insurance shall not relieve the contractor o# any other obligation under this Contract) The Contractor will re$uire and assure that each o# its sub9contractors shall carry and pay #or insurance in a ounts and on ter s necessary to cover the wor" and the obligations o# the particular sub9contractor) '# the Contractor #ails or re#uses to obtain or aintain any o# the insurance speci#ied above, or #ails to provide the E ployer with certi#icates o# insurance as and when re$uired, or should insurance be cancelled or ter inated, the E ployer shall have the right, but not the obligation, to procure the sa e and costs o# such procure ent shall be deducted #ro any su s due or therea#ter beco ing due to contractor) The Contractor shall ensure that the policy or each o# the policies, o# insurance re#erred in this Contract contains a waiver by the insurers o# any and all rights o# subrogation they ight otherwise be able to e.ercise against the E ployer or any o# its directors, anagers, o##icers, e ployees, or agents and representatives) The a ounts not insured or not recovered #ro the insurers shall be borne by the E ployer and the Contractor in accordance with their responsibilities under the Contract)

SECTION 2 - TERMS AND CONDITIONS 8

Clause 12 - $a)*ents (a) Design . Su er+ision An Advance Pay ent e$ual to 5;< o# the Design /ees shall be prior to start o# design stage) ade by the E ployer

5;< o# the Design /ees shall be released by the E ployer upon receipt o# +uilding Per it #ro DM/TECOM The balance %;< o# Design /ees shall be #or the Consultant Supervision #ees and paid by the E ployer in e$ual incre ents on a onthly basis #ro the co ence ent date till the contract co pletion date) (b) Construction Stage An Advance Pay ent e$ual to 20 < o# the Construction Cost &including the Statutory /ees as per Clause :h( shall be ade by the E ployer at the start o# obili3ation period) The E ployer shall upon sub ission o# 'nteri progress invoice by the Contractor co encing at the end o# !our 8ee#s calculated #ro the date o# co ence ent &inserted in clause >( and every subse$uent % wee"s, certi#y interi pay ents to the value o# wor" e.ecuted, including B;< o# the value o# any aterials or any goods on site #or the purpose o# the !or"s and the E ployer shall certi#y and pay to the Contractor the a ount so certi#ied within !ourteen (12) %a)s o# the 'nvoice sub ission date) /inal pay ents shall be e##ected within t8ent) eig&t (29) days o# sub ission o# the pay ent re$uest by the Contractor sub=ect to satis#actory co pletion o# the wor"s as deter ined by the E ployer) All pay ents will be ade sub=ect to a 66< retention a ount &hereina#ter re#erred to as the ?Retention A*ount@( being held by the E ployer out o# each o# the above pay ents) The #irst hal# o# the 0etention A ount will be paid to the Contractor on satis#actory co pletion o# the !or"s and the second hal# on satis#actory co pletion o# the De#ects Fiability Period speci#ied in Clause BE) !ithout pre=udice to Clause :5, any delay in pay ent by the E ployer shall entitle the Contractor to receive #inancing charges co pounded onthly on the basis o# Fibor K > interest rate on the a ount unpaid during the period o# delay) The Contractor shall be entitled to such pay ent without #or al notice and without pre=udice to any other right or re edy)

SECTION 2 - TERMS AND CONDITIONS 9

Clause 1/- $ro+ision o! Recor%s an% ot&er Docu*ents The Contractor shall provide, as a prere$uisite to substantial co pletion o# the !or"s, co prehensive record docu ents #inalised in detail and approved by the E ployer) /ollowing the co pletion o# the On site wor"s, the Contractor shall sub it within I; days, operations and aintenance anuals in su##icient detail #or #or the E ployer to operate, aintain, dis antle, reasse ble, ad=ust and repair the !or"s) The operations and aintenance anuals shall include all supplier brochures, technical speci#ications and the li"e, contact addresses and nu bers, together with anu#acturers warranties, licenses and other agree ents) On co pletion o# the !or"s, the Contractor shall also sub it copies G in paper and electronic #or at9 o# the as9built drawings #or the site) Clause 12- Ter*ination (a) Ter*ination b) E* lo)er The E ployer shall be entitled to ter inate this Contract i# the Contractor* i( despite notice&s( by the E ployer, #ails to proceed regularly and diligently with the !or"s) ii( despite notice&s( by the E ployer, co its a breach o# the rules, regulations and laws in #orce in the 8nited Arab E irates) iii( beco es ban"rupt or a"es any co position or arrange ent with his creditors or has a proposal in respect o# his co pany #or a voluntary arrange ent #or the co position o# debts or has an application ade in respect o# his co pany to the court #or the appoint ent o# an ad inistrator or has a winding up order ade or a resolution #or voluntary winding up passed) All e.penses conse$uent thereon or incidental thereto shall be recoverable #ro the Contractor, or ay be deducted by the E ployer #ro any onies due or which beco e due to the Contractor) 7owever, the E ployer shall not be entitled to ter inate the contract #or the reasons entioned above, be#ore a :6 days- notice having been duly sent to the Contractor) (b) Ter*ination b) t&e Contractor The Contractor shall be entitled to ter inate this Contract and to recover #ro E ployer all reasonable costs incurred and outstanding, i# the E ployer*

the

i( does not pay to the Contractor a ount due hi within &:%( days a#ter the due ti e #or pay ent stated in these conditions) ii( suspends the !or"s #or a continuous period in e.cess o# one onth without a reason)

SECTION 2 - TERMS AND CONDITIONS (c) $a)*ent on Ter*ination 10

8pon ter ination o# the Contract, the Contractor shall cease the !or" and vacate the Site) The ter ination shall be without pre=udice to any rights or obligations which have occurred between the Parties prior to such ter ination) The a ount due to the Contractor at the ti e o# such ter ination shall be the value o# wor" actually carried out by the Contractor under the Contract, the cost o# his suspension and de obilisation, as well as the value o# any o# the unused or partially used aterials, any Contractor-s E$uip ent and any Te porary wor"s, in addition to the loss o# pro#it) Clause 14- ,o+erning 7a8 an% Arbitration This Contract is sub=ect to 8AE Faws and 0egulations) Any dispute connected with the #or ulation, per#or ance, interpretation, nulli#ication, ter ination or invalidation o# this Contract or arising there#ro or related thereto in any anner whatsoever shall be #irst discussed between the parties to the contract to see" an a icable settle ent) 'n case o# #ailure to reach an a icable settle ent within 5; days #ollowing a notice o# dispute was given, the dispute shall be re#erred #or arbitration in accordance with the provisions set #orth in the 0ules o# Co ercial Conciliation and Arbitration o# the Dubai Cha ber o# Co erce and 'ndustry) The arbitration will be conducted in Dubai by one arbitrator) The language o# the proceedings shall be English) The decision o# the arbitrator shall be #inal and binding on the Parties and shall not be sub=ect to appeal to any Court or other body)

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