July ____, 2015

SERVICES AGREEMENT

VALE OMAN PELLETIZING COMPANY L.L.C.

.
(CONTRACTOR)

GENERAL SERVICES AGREEMENT

Table of Contents

1.

OBJECT..................................................................................................................................................... 3

2.

COMMENCEMENT AND COMPLETION..................................................................................................3

3.

VALE`s OBLIGATIONS............................................................................................................................. 3

4.

CONTRACTOR`s OBLIGATIONS.............................................................................................................4

5.

SERVICES CO-ORDINATION................................................................................................................... 4

6.

CONFLICT................................................................................................................................................. 4

7.

WARRANTY............................................................................................................................................... 5

8.

OWNERSHIP............................................................................................................................................. 5

9.

CONFIDENTIALITY................................................................................................................................... 5

10.

LIABILITY AND INDEMNITY..................................................................................................................... 5

11.

PRICE AND PAYMENT CONDITIONS......................................................................................................6

12.

PENALTIES................................................................................................................................................ 7

13.

NO REPRESENTATION............................................................................................................................ 7

14.

TERMINATION........................................................................................................................................... 7

15.

NOTICES................................................................................................................................................... 8

16.

GOVERNING LAW AND ARBITRATION..................................................................................................8

17.

NO WAIVER AND VARIATIONS................................................................................................................9

18.

FORCE MAJEURE.................................................................................................................................... 9

19.

DEFINITIONS........................................................................................................................................... 10

GENERAL SERVICES AGREEMENT

This Services Agreement (hereinafter referred to as Agreement) is made and entered on this Jan 1st,
2010 by and between:
VALE OMAN PELLETIZING COMPANY L.L.C,
A company duly organized under the laws of the Sultanate of Oman, having its principal place of business
at P.O Box 1918, P.C 114, Sultanate of Oman, (hereinafter referred to as VALE),
And
..,
P.O. Box ., P.C. ., Sultanate of Oman (hereinafter referred to as the Contractor).
VALE and the Contractor are hereinafter individually referred to as Party and collectively referred to as
Parties.

The following documents shall be deemed to form and be read and construed as part of the
Contract, namely:
a. The Appendixs, namely;
Appendix 1:
Appendix 2:
Appendix 3:
Appendix 4:

ARTICLE- 1 OBJECT

1.1 The object of this Agreement is the rendering by CONTRACTOR to VALE of the services for the
. described in Exhibit "A"
attached hereto for the implementation of the Oman Industrial Complex at the Sohar Port,
Sultanate of Oman, hereinafter referred to as SERVICES.

ARTICLE- 2 COMMENCEMENT AND COMPLETION

2.1.

The term of this Agreement (Term) shall be for . (in words) weeks, starting from the date of
its signature of the Letter of Intent.

2.2.

This Agreement may be amended by mutual agreement between the Parties to cover the
performance of additional Services and extension of the Term. VALE shall give written notice to the
Contractor no later than 15 (fifteen) days prior to the end of the Term specifying the additional
Services and a further period of time.

ARTICLE- 3 VALE`s OBLIGATIONS

3.1.

VALE shall furnish the Contractor, in due time, with all data, documents, policies, guidelines and
information which can not be obtained by the Contractor, for the proper execution of the Services.

GENERAL SERVICES AGREEMENT

3.2.

VALE shall, within the terms mentioned in this Agreement, comment on and approve all the
documents provided by the Contractor.

3.3.

VALE shall pay to the Contractor the price agreed in clause 11.

ARTICLE- 4 CONTRACTOR`s OBLIGATIONS

4.1

The Contractor shall keep an appropriate and up to date file of documents relating to the Services.

4.2

The Contractor shall not sub-contract, assign or transfer, wholly or partially, any of the Services
object of this Agreement or any right or obligation under this Agreement, without the prior written
agreement of VALE.

4.3

In providing the Services, the Contractor shall:

(a)
(b)

use its best efforts not to interfere with any of VALEs activities, or the activities of any
other person;
be aware of, comply with, and ensure that its employees, agents, contractors and subcontractors comply with all applicable laws, regulations and industrial awards and
agreements, including all applicable safety, health and environmental laws and regulations

4.4

The Contractor is responsible for obtaining all consents and authorisations in its origins country,
required to provide the Services.

4.5

The Contractor assumes full responsibility for the actions of its Personnel, third parties and subcontractors in performing the Services and shall be solely responsible for their supervision,
direction and control, payment of salary, workers compensation, disability benefits and the like as
appropriate.

4.6

The Contractor warrants that the Services will be provided with all due care and skill and in
accordance with the reasonable requirements of VALE as communicated to the Contractor.

4.7

Without limiting the scope of the warranty in clause 4.6, the Contractor must ensure that the
Services:
(a)
(b)
(c)

(d)

match the description of the Services in this Agreement;

are performed by appropriately qualified and trained Personnel;
are performed with due care and skill and in accordance with the degree of skill, care and
diligence normally exercised by recognised professional persons or firms which supply
Services of a similar nature; and
are fit for the purposes for which these types of Services are commonly bought and for any
other reasonable purpose that VALE communicates to the Contractor.

ARTICLE- 5 SERVICES CO-ORDINATION

5.1

VALE will verify the quality and progress of the Services and will approve and/or comment on the
monthly reports issued by the Contractor.

ARTICLE- 6 CONFLICT
6.1

The Contractor warrants it has no other current or prior agreements, contracts, relationships or
commitments that might cause a conflict with the Services to be provided under this Agreement.
The Contractor shall not undertake such activities with other Parties during the Term of this
Agreement, unless previously authorised in writing by VALE.

GENERAL SERVICES AGREEMENT

ARTICLE- 7 WARRANTY
7.1

The Contractor warrants throughout the Term of this Agreement that the Services will be supplied
in accordance with the requirements of this Agreement.

7.2

VALE and the Contractor each warrant to the other that it has the full right, power and authority to
enter into and perform its obligations under this Agreement.

ARTICLE- 8 OWNERSHIP
8.1

The Contractor agrees that VALE owns and retains all Intellectual Property Rights, deliverables
and outcomes created or acquired in the provision of the Services.

ARTICLE- 9 CONFIDENTIALITY
9.1

The Parties must take all necessary measures to protect the confidentiality of each others
Confidential Information for a period of five (5) years following the expiry or termination of this
Agreement.

9.2

Subject to clause 9.3, the Parties shall:

(a)
(b)

9.3

not disclose any Confidential Information, or make it available directly or indirectly to any
third party with the other Partys prior written approval; and
only use any Confidential Information for the purpose of performing its obligations under
this Agreement.

A Party may disclose the Confidential Information to its Personnel who have:
(a)
(b)

a need to know the Confidential Information for the purposes of fulfilling the Partys
obligations under this Agreement (and only to the extent that each person has a legitimate
need to know); and
for any Personnel other than employees of the Party, executed a confidentiality
undertaking consistent with this clause 9.

9.4

A Party shall immediately notify the other on becoming aware of any actual or potential disclosure
or unauthorised use of the other Partys Confidential Information and take all steps to prevent or
stop such breach.

9.5

Upon demand, or upon termination or expiry of this Agreement, the Contractor shall:
(a)
(b)

9.6

return all of VALE's Confidential Information in its possession which is capable of being
delivered; and
delete, erase or destroy (and certify the deletion, erasure or destruction of any or all of
VALE's Confidential Information contained in computer memory, magnetic, optical, laser,
electronic, or other media in its possession or control that is not capable of delivery to
VALE.

The obligations of confidentiality under this clause 9 do not extend to information required to be
disclosed by a governmental agency or law so long as the Contractor promptly provides VALE with
notice of the required disclosure and limits the disclosure to the extent possible.

ARTICLE- 10 LIABILITY AND INDEMNITY

10.1.

The Contractor indemnifies and keeps indemnified VALE and its officers, employees and agents
against all loss, damage, liability, penalty, costs (including legal costs) and expenses suffered or

GENERAL SERVICES AGREEMENT

incurred by VALE under contract, tort, breach of duties (statutory or otherwise) or any other basis
and howsoever arising, as a result of:
(a)
(b)
(c)

10.2

a negligent or fraudulent act or omission by the Contractor (or its Personnel) under or in
relation to this Agreement (including in the course of providing the Services);
Contractor (or its Personnel) breaching or failing to comply (or VALE being held liable or
deemed to have breached or failed to comply as a direct result of a breach of failure by the
Contractor) with any legislation or regulation applicable to Contractor (or its Personnel);
any breach by the Contractor of any of the terms, conditions, representations or warranties
contained in this Agreement, except to the extent that the loss, damage, liability, cost or
expense is directly attributable to the negligence of VALE.

The Contractor shall, notwithstanding any other provisions of this Agreement, be solely responsible
and liable for accidents caused by its employees, representatives or subcontractors during the
execution of this Agreement and will indemnify VALE for any losses or damages arising from a
demand or claim brought by third parties relating to physical harm or personal injury or death of
any person, whether employee or not, including visitors, clients, public authorities and any other
third parties contractors in general. VALE will also have the right to any indemnity for damages
caused to its image as a result of the accident including direct and consequential damages as
regard its labour relations in general.

ARTICLE- 11 PRICE AND PAYMENT CONDITIONS

11.1

For the rendering of the Services, VALE shall pay to the Contractor a maximum Lump sum amount
of OMR . (IN WORDS), as described below (Total Price).

11.2

The Total Price shall be paid, as follows:

VALE shall pay the Total Price in monthly equal installments within thirty (30) days following the
receipt by VALE of the respective invoices issued by the Contractor.

11.3

The Contractor acknowledges that the Total Price includes all amounts payable to the Contractor
under this Agreement including, without limitation:
(a)
(b)
(c)

the cost of all labour, home-office costs, software, equipment, tools, appliances or other
property and items used by the Contractor in performing the Services;
any other costs incurred by the Contractor in performing the Services except those listed in
hereto; and
all existing or future taxes, duties or levies incurred in connection with this Agreement.

VALE agrees to pay or reimburse the Contractor for all the reasonable and duly evidenced
expenses incurred in carrying out the terms of this Agreement on a monthly basis, within thirty (30)
days following the receipt by VALE of the respective invoices issued by the CONTRACTOR
provided that all the expenses are subject to VALE prior written approval.
11.4

An additional amount corresponding to 15% (fifteen percent) of the Total Price was considered
for the purpose of contingency costs to cover eventual costs on reimbursable basis and previously
approved by VALE.

11.5

All invoices shall be issued by the Contractor to VALE at following address:

VALE OMAN PELLETIZING COMPANY L.L.C
Way no. 2519, Building no. 1197, Ajit Khimji Bldg., Darsayt
P.O Box 1918, C.P114, Sultanate of Oman
Attn.: Mr. Claudio Barezani- +968.2470.7053/54

11.6

The payment by VALE to the CONTRACTOR shall be made via wire transfer to the
CONTRACTORS bank account in Oman as follows:

XXXXXXXX,

GENERAL SERVICES AGREEMENT

XXXXXX, XXXX,XXXXX.
Account # XXXX-XXXXX-XXXXX
11.7

VALE may set off any amount due and payable by the Contractor to VALE under this Agreement
against amounts due and payable by VALE to the Contractor under this Agreement, including
costs, charges, damages and expenses. This does not limit VALEs right to recover those amounts
in other ways.

ARTICLE- 12 PENALTIES
12.1.

In case the Contractor fails to meet any of the terms established herein, due to causes that may be
attributed thereto irrefutably, the Contractor shall be subject to a daily fine of non-compensatory
nature amounting to 0.5% (zero point five percent) of the Total Price provided that such penalty
shall be limited to 100% (one hundred percent) of the Total Price, from the date of default up to the
actual performance of the obligation. Any penalty arising under this clause will be invoiced on a
weekly basis by VALE to the Contractor in the format of an invoice. The payment by the Contractor
to VALE shall be made by wire transfer to the bank account nominated by VALE thirty (30) days
from the date of the invoice.

ARTICLE- 13 NO REPRESENTATION
13.1.

The Contractor is not granted any power or authority to represent VALE or its subsidiaries or
affiliates before companies or public entities or to initiate negotiations with investment banks or
acquisition targets unless subject to VALE prior written approval.

ARTICLE- 14 TERMINATION
14.1.

The Parties may terminate immediately this Agreement by a written notice in the following
circumstances:
(a)
(b)
(c)

In the circumstances giving rise to Force Majeure event continuing to persist for more than
ninety (90) days;
If the other Party becomes bankrupt or insolvent, goes into liquidation, have a receiving or
administration order made against it, compounds with its creditors, or carries on business
under a receiver, trustee or manager for the benefit of its creditors,
If any of the Parties does not comply with its obligations under this Agreement and fail to
remedy its obligations within thirty (30) days after written notification.

14.2.

This Agreement may be terminated by VALE at its sole discretion, at any time upon thirty (30) days
prior written notice to the Contractor. If this Agreement is terminated at VALEs unilateral
convenience, VALE shall pay Contractor only for the Services performed up to the date of the
termination of this Agreement, and the duly evidenced and reasonable demobilization costs.

14.3

In the event of the termination of this Agreement, VALE will, regardless of any judicial or extra
judicial notice, take possession of the completed and not completed Services upon the termination
of the Agreement, provided that the rendering of such Service has been paid. The Contractor will
immediately stop the Services and be responsible for the penalties, damages and indemnities
incurred by it.

14.4

In case of termination of this Agreement by virtue of any of the aforementioned circumstances, the
Parties will check all their debits and credits related to each other and the Party that owes any
amount to the other shall pay such amount within thirty (30) days counted from the termination
date.

GENERAL SERVICES AGREEMENT

14.5

In the event of termination under the above clauses, the Contractor shall receive the amounts
related to Services accomplished and to Services currently in execution until the termination date.

14.6

The Contractor will not be entitled to receive any indemnification for the Services not rendered or
for rejected Services. VALE may withhold any amount owed for Services rendered but not yet paid,
in order to bear the penalties and expenses that should be paid by the Contractor.

ARTICLE- 15 NOTICES
15.1.

Any notice or communication to be made hereunder by the Contractor to VALE shall be addressed
to VALE as follows:
VALE OMAN PELLETIZING COMPANY L.L.C
Way no. 2519, Building no. 1197, Ajit Khimji Bldg., Darsayt
P.O Box 1918, C.P 114, Sultanate of Oman
Attn.: Mr. - +968.2469.8933/32
and any notice or communication to be made hereunder by VALE to the Contractor shall be
addressed to Contractor as follows:
..
P.O. BOX ., P.C. .., Sultanate of Oman
Attn: XXXXXXXXXXXXXX
+ 968.xxxx.xxxx, FAX: +968.xxxx.xxxx
or to any other address or person that the Parties may inform each other of in writing during the
Term of the Agreement.

ARTICLE- 16 GOVERNING LAW AND ARBITRATION

This Agreement shall be governed by and construed in accordance with the Laws of Oman.
Any dispute or controversy relating to or arising out of or in connection with this Contract including
any question regarding its existence, validity and termination (Dispute) shall be finally resolved by
arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce
(ICC). The place of arbitration shall be Muscat, the Sultanate of Oman. The arbitration shall be
conducted in the English language.
If the amount in Dispute (exclusive of interest and cost) is U$1 million or more, or unknown, or if
other form of relief is sought, then the arbitration shall be conducted by a tribunal of three (3)
arbitrators, one of whom shall be chosen by the Vale, one by the Contractor, and the third by the
two (2) so chosen. If both or either of Vale or the Contractor fails to choose an arbitrator within the
time deadline established by the ICC Rules of Arbitration, or if the two (2) arbitrators selected fail to
agree upon the third arbitrator within fourteen (14) days after their appointment has been
confirmed by the ICC Court of Arbitration, the ICC Court of Arbitration shall, upon request of either
Party, appoint the arbitrator(s) required to complete the tribunal.
For all other Disputes, the arbitration shall be conducted by one arbitrator, appointed by the mutual
agreement of the Parties. If the Parties fail to choose the arbitrator within the time deadline
established by the ICC Rules of Arbitration, the ICC Court of Arbitration shall, upon request of
either Party, appoint the arbitrator.
Any award of a majority of the arbitrators or of a sole arbitrator under this Clause shall be final and
binding upon both Parties, and may be entered in any court having jurisdiction.

GENERAL SERVICES AGREEMENT

ARTICLE-17 NO WAIVER AND VARIATIONS

17.1

It is understood and agreed that any failure, delay or omission of any Party in exercising any of its
rights, power or privileges under this Agreement, irrespective of any course of dealing, shall not
constitute a waiver of any breach or default of the terms and conditions of this Agreement, nor
shall any single or partial exercise of any right, power or privilege preclude any other future
exercise thereof.

17.2

No amendment, addition, variation, or modification of any term or provision of this Agreement shall
be effective unless both Parties confirm it by a written addendum, duly executed.

ARTICLE- 18 FORCE MAJEURE

18.1

Neither Party shall be liable for delay or failure in performing all or any part of this Agreement to
the extent that its performance has been obstructed due to a Force Majeure Event. Force Majeure
as used in this Agreement shall mean any event and circumstances beyond the control of the
Parties, which prevent total or partial performance of the obligations under this Agreement by the
affected Party or Parties. Such events shall include but shall not be limited to fires, explosions,
flood, facts of the elements, acts of public enemies, sabotage, wars, riots, civil or political
disturbance, interference by military authorities, prohibitions of exports or imports.

18.2

If an event of Force Majeure occurs the time stipulated for the fulfilment of the obligations of the
affected Party shall be extended or suspended a period equal to the duration of such event or
circumstance, without any liability, provided that the Party so affected informs the other promptly in
writing or by e-mail or facsimile together with supporting documents confirming the event which
causes such Force Majeure. Such notice shall set forth in reasonable details the nature of the
Force Majeure and the best estimate by the Party so claiming of the duration thereof. The Party
so affected shall not be liable to the other for damages caused by the occurrence of a Force
Majeure event. In the event of Force Majeure, the Parties shall immediately consult with each
other to find an equitable solution and shall use their best efforts to minimize the consequences of
such Force Majeure event.

18.3

As soon as reasonably possible after the end of the Force Majeure event the affected Party shall
notify the other Party in writing that the Force Majeure event has ceased and resume the
performance of its obligations under this Agreement.

ARTICLE- 19 DEFINITIONS
19.1

In this Agreement, except to the extent the context otherwise requires:

Agreement means this Services Agreement and any associated schedules.

Confidential Information means all information (whether of a scientific, engineering,

industrial, mining, technical, business or financial nature or otherwise) and records of a
Party, in whatever form, but does not include information that:

(a)

at the date of this Agreement is publicly available;

(b)

subsequent to the date of this Agreement becomes publicly available without breach of this
Agreement;

(c)

is obtained by a Party from a third party without breach by that third party of any obligation
of confidence concerning that confidential information; or

(d)

was already in a Partys possession (as evidenced by written records) when provided by or
on behalf of the other Party.

Personnel means:

GENERAL SERVICES AGREEMENT

(a)

in relation to VALE, VALEs employees, agents, consultants and contractors (other than
the Contractor); and

(b)

in relation to the Contractor, the Contractors employees, agents, consultants and subcontractors.

IN WITNESS WHEREOF, this Agreement has been executed by and between the Parties in two (2)
originals, equally valid, signed by their duly authorized officers, one (1) original to be retained by VALE
and one to be retained by the Contractor.
Muscat, May 2nd, 2015
____________________________
VALE OMAN PELLETIZING
COMPANY L.L.C
Name:
Position:

___________________________
VALE OMAN PELLETIZING
COMPANY L.L.C
Name:
Position:

_____________________________
.
Name:
Position:

_______________________
.
Name:
Position:

GENERAL SERVICES AGREEMENT

10

ANNEX I

GENERAL SERVICES AGREEMENT

11

ANNEX 2

GENERAL SERVICES AGREEMENT

12

ANNEX 3

GENERAL SERVICES AGREEMENT

13

ANNEX 4

GENERAL SERVICES AGREEMENT

14