Teaming Agreement

between

Latintecna S.A

and

Telvent Canada Ltd.

Teaming Agreement

This Agreement is made this 15th day of September 2015, between:

Latintecna S.A
Av. Enrique Canaval y Moreyra 452, Of. 1401
San Isidro - Per
(hereinafter called "Prime Contractor")
and
Telvent Canada Ltd.
49 Quarry Park Blvd S.E. - Calgary, AB - Canada
(hereinafter called " Subcontractor").
Whereas:
A.

Consortium Gasoducto Sur Peruano, formed by Brazil's Odebrecht (75%) and

Spanish firm Enags (25%) (hereinafter called the "Client") will be issuing a
solicitation/request for proposals (the RFP) for Pipeline Main Automation Contract,
SCADA System, including Special Applications (hereinafter referred to as the
"Project"); and

B.

Subcontractor and Prime Contractor wish to cooperate with respect to the RFP and
the Project with the goal of Prime Contractor obtaining a Contract and the
Subcontractor obtaining a Subcontract for the Project (hereinafter referred to as the
"Contract").

Now therefore, the parties agree as follows:

Article 1 - Definitions
1.1

The terms set out below shall have the following meanings for the purposes of this
Agreement:
"Prime Contractor Work" means generally that part of the Project consisting of Main
Automation Contract
"Subcontractor Proposal" the proposal to be submitted by Subcontractor to Prime
Contractor for the Subcontractor Work for the Project;
Subcontractor Work" means generally that part of the Project consisting of the
SCADA System, including Special Applications Software and Services and any other
additional scope as mutually agreed.
The exact scope of Subcontractors Work will be further discussed and mutually agreed
upon during the course of the preparation of the Proposal and will be defined in the
Subcontractor Proposal upon such agreement.

"Proposal" means the proposal to be submitted by Prime Contractor to the Client for
the Project in accordance with the terms of this Agreement in response to the RFP.
References to the RFP or any other agreement or document are to be construed as
references to such agreement or document as varied, amended, annotated or
supplemented from time to time.
Article 2 - Business Relationship
2.1

Prime Contractor and Subcontractor agree to cooperate with each other and to support
each other in relation to the preparation and submission of the Proposal to the Client in
response to the RFP. The Subcontractor (i) acknowledges that the RFP issued by the
Client not only requests an SCADA System by Telvent but also calls for the submission
of other technical options to be further considered by the Client and, therefore, (ii)
recognizes the right of the Prime Contractor to include in the Proposal other alternatives
as the case maybe.

2.2

Subject to the agreements mentioned in 1.1 above, 3.1 (d) and 3.3 below, Prime
Contractor agrees to include Subcontractors Proposal as the base solution, including
the complete package scope on offer for the Project.

2.3

Prime Contractor shall use its best efforts to secure the award of the Contract and
Subcontractor shall use its best efforts to assist Prime Contractor by providing
information and expertise for developing the Proposal to the Client.

2.4

This Agreement relates only to the Project and shall not extend to any other projects,
activities or transactions.

2.5

During the term of this Agreement, the parties shall be independent contractors. This
Agreement shall not be interpreted as creating any partnership or joint venture or as
providing for the sharing of profits or losses arising out of the efforts of either or both of
the parties, except as may be provided for in any resultant subcontract agreed to
between the parties. Nothing in this Agreement shall entitle a party to incur any liabilities
or obligations of any kind on behalf of the other party without such party's prior written
consent, except as specifically agreed to in this Agreement.

Article 3 - Preparation of the Proposal

3.1

Prime Contractor shall:

(a)

Provide overall management of the preparation of the Proposal and shall have
control of costing and pricing of the Proposal (subject to Article 3.3);

(b)

have prime responsibility for planning and directing the marketing strategies to
the Client. All dealings and negotiations with the Client shall be conducted by
Prime Contractor unless the parties agree otherwise;

(c)

issue requests to Subcontractor from time to time for the preparation of

information appropriate to the Subcontractor Work to be included in the Proposal;

(d)

3.2

3.3

prepare the Proposal incorporating the Subcontractor Proposal as agreed to

between the parties and nominating Subcontractor as a subcontractor for the
Subcontractor Work; and

Subcontractor shall:
(a)

prepare the Subcontractor Proposal including accurate, complete, reasonable

and competitive pricing information and submit it to Prime Contractor in sufficient
time to allow Prime Contractor to complete the preparation of the Proposal
incorporating the Subcontractor Proposal; and

(b)

Provide all reasonable support to Prime Contractor in the preparation and

submission of the Proposal, including, if both parties agree that is necessary, the
dispatch of appropriately qualified technical and commercial personnel to the
Clients site during key phases of the preparation of the Proposal.

The Subcontractor Proposal shall include (among other things):

(a)

(b)

a technical table of compliance, related to Subcontractor Work, describing any

deviations from the specifications contained in the RFP, alternates proposed by
Subcontractor and clarifications; and
a commercial table of compliance, related to Subcontractor Work, describing any
deviations, alternates and clarifications proposed by Subcontractor with respect to the
commercial terms and conditions contained in the RFP.

Prior to the Proposal being submitted, the parties shall review Subcontractors
commercial table of compliance and agree on the content including payment milestones
and percentages. In negotiating the Contract with the Client, Prime Contractor will use
its best efforts to have all of the commercial alternates and clarifications incorporated
into the final Contract.
3.4

Subcontractor shall prepare Subcontractors Proposal in accordance with the

requirements of the RFP issued by the Client. Subcontractors Proposal must be
substantially compliant and must include accurate, current, complete, reasonable and
competitive pricing information in sufficient detail to be responsive to the Clients RFP
and to permit the negotiation of a prime contract with the Client and a subcontract
between Prime Contractor and Subcontractor.

3.5

Prime Contractor will keep Subcontractor informed as to the status of the preparation of
the Proposal and the progress of negotiations and discussions relating to the Proposal.
Subcontractor shall have the right to review the sections of the Proposal pertaining to the
Subcontractor Work and Prime Contractor shall consult with Subcontractor on decisions
affecting the sections of the proposal pertaining to the Subcontractor Work.

3.6

Each Party shall bear its own expenses relating to the preparation, submission and
negotiation of the Proposal and shall be solely responsible for the accuracy and
completeness of any and all cost or pricing data, materials, and
certifications/representations prepared by it and submitted to the Client in connection
with the Proposal.

Article 4 - Contract Negotiations

4.1

Subcontractor agrees to assist Prime Contractor after preparation of the Proposal in providing the
Client with any additional information and data, related to Subcontractor Work, reasonably
required to assist the Client in its evaluation of the proposal and shall participate with Prime
Contractor as reasonably required by Prime Contractor in any negotiations, presentations,
additional submittals, or the like deemed necessary or advantageous by Prime Contractor in
securing the award of the Contract for the Project.

4.2

In the event that (i) the Client awards the Contract to the Prime Contractor and (ii) the Client
finally approves the Subcontractor and the Subcontractor Work, then the Prime Contractor agrees
to negotiate and enter into a Subcontract with Subcontractor for the Subcontractor Work, in
accordance with the Subcontractor Proposal , as may be modified and adjusted during Contract
negotiations with the Client, by mutual consent between the Parties and respecting the
agreements to be reached as per 1.1, 3.1 (d) and 3.3 above. Prime Contractor will use all
reasonable efforts to secure the Clients approval of the Prime Contractor/Subcontractor
subcontract.

4.3

Each Party shall be responsible for carrying out its respective scope of work and shall
provide, at its cost, such personnel, services, materials, plant, equipment, information
and other things necessary for the performance of its respective scope of work in
accordance with the technical specifications and the project schedule of the Client. The
costs relating to the performance of a Partys scope of work shall be the exclusive
responsibility of that Party.

4.4

In no event shall either party be liable to the other party or any other entity for any
consequential or indirect damages, including without limitation any loss of use, loss of
profits or loss of revenues, and regardless of the nature of the cause of action.

Article 5 - Termination
5.1

Unless extended by mutual written agreement of the parties, this Agreement shall
automatically expire upon the happening of any of the following events, whichever shall
first occur:
(a)

Determination by the Client that it will not award the Contract for the Project to
Prime Contractor by reason of cancellation of the solicitation or other official
Client action.

(b)

In the event of either party being found to be insolvent, or an order being made
for the bankruptcy, receivership, winding up or liquidation of either party or if
either party makes an assignment in bankruptcy;

(c)

The failure of the parties to reach mutual agreement on the terms of

Subcontractors Proposal.

(d)

Disapproval by the Client of Subcontractor as a subcontractor; in that case, the

Prime Contractor shall not be liable to the Subcontractor and the Prime
Contractor shall not have any obligation or responsibility towards the
Subcontractor However, if the Client requests changes in the prospective
subcontract, this Agreement shall not be deemed terminated unless Prime

Contractor and Subcontractor fail to reach a timely agreement to effect such

changes.
(e)

Award of a subcontract to Subcontractor by Prime Contractor for performance of

the Subcontractor Work in accordance with this Agreement.

(f)

By mutual agreement between the parties

(g)

Elapse of twelve (12) months from the date of this Agreement without an award
to Prime Contractor of the Contract for the Project; provided, however, that if a
proposal has been submitted and is under consideration by the Client upon the
expiration of such period, this Agreement shall continue in force until terminated
pursuant to one of the foregoing conditions.

5.2.

The Parties shall not be liable to each other due to Termination of this Agreement
pursuant to Clause 5.1.

Article 6 - Confidentiality
6.1

All information communicated by one party to the other within the framework of this
Agreement and which is indicated to be confidential or proprietary, shall be used only for
the purposes of this Agreement and shall be kept in strict confidence. The parties shall
not disclose it or authorize its disclosure or communicate it in any manner whatsoever to
any third party without the communicating party's prior written consent in each case.
Jointly developed information or technology shall not be disclosed to or used by third
parties without the written consent of the other party. The obligations of this paragraph
shall not apply to information: (a) which was in a partys possession without any
obligation of confidentiality prior to the disclosure of the information to that party and was
not acquired by that party directly or indirectly from the other party; (b) which is or later
becomes a matter of public knowledge without any fault or negligence on the part of the
other party; (c) which a party rightfully receives from a third party without any obligation
of confidentiality; (d) which is developed by a party independently of the other party and
without reference to any of the confidential information of the other party.
Confidential information, if communicated in physical form, shall be marked with a
legend indicating that the information is confidential. If information is not marked with
such legend or is disclosed orally, the information shall be identified as confidential at
the time of disclosure and the disclosing party shall promptly provide the other party with
a written summary of the information disclosed and a statement that the information is
confidential.

6.2

Each party shall use take all reasonable precautions (and in any event precautions that
are no less than those used to protect its own confidential information) to preserve the
confidentiality of the confidential information of the other party.

6.3

The obligations under this Article shall survive termination of this Agreement howsoever
occurring for a period of five (5) years from the date hereof.

6.4

This Agreement does not offer or grant to any party any rights or interest in any of the
intellectual property of the other party.

Article 7 - Dispute Resolution

7.1

7.2

7.3
7.4

7.5

7.6

The Parties agree that any dispute regarding this Agreement, shall be settled by
arbitration in accordance with the rules of arbitration of the International Chamber of
Commerce, in New York, USA.
The disputes pursuant to Article 7.1 shall be referred to a tribunal comprising three (3)
arbitrators. The Applicant and the Respondent to the arbitration shall have the right to
appoint one (1) arbitrator each and the two arbitrators thus appointed shall choose the
third arbitrator who will act as a presiding arbitrator of the tribunal (together forming the
Arbitral Tribunal). In the event of failure by the Applicant or the Respondent to appoint
their respective arbitrator or failure by the two arbitrators appointed by the Applicant and
Respondent respectively to appoint the third arbitrator, the said arbitrator(s) shall be
appointed by the President of the International Chamber of Commerce in accordance
with the rules framed thereunder.
Arbitration shall take place in New York, USA, and the language for arbitration shall be
English.
The decision of the Arbitral Tribunal shall be final and binding upon the Parties, and no
Party shall have the right to seek recourse to a law court or other authorities to appeal
for revisions of such decision except for those set forth by default in the rules of
arbitration of the International Chamber of Commerce.
The judgment upon the Arbitration Award may be entered into in any court of competent
jurisdiction and an application may be made to such court for judicial acceptance and an
order for its enforcement against the Party wherever it may be or its assets found.
The reference of any matter, dispute or claim pursuant to Article 7 shall in no way
operate as a waiver of the obligations of the Parties to perform their respective
obligations under this Agreement and the Parties shall continue to perform their
respective obligations notwithstanding reference of such matter, dispute or claim for
resolution pursuant to this Article.

Article 8 - Miscellaneous
8.1

This Agreement constitutes the entire agreement between the parties in respect of the
Project and supersedes any previous agreements between the parties in respect
thereof. No amendment to this Agreement shall be valid or binding unless it is in writing
and signed by both parties.

8.2

This Agreement shall be governed by and interpreted under the laws of the Province of
Alberta, Canada, to the exclusion of any conflict of law rules.

8.3

This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.

8.4

Neither party hereto may assign any of its rights or obligations hereunder without the
prior written consent of the other party.

In Witness Whereof, the parties hereto have caused this Agreement to be executed by their duly
authorized officers.

Latintecna S.A

Telvent Canada Ltd.

By:

By:

Name:

Name:

Title:

Title:

Date: _________________________

Date: _____________________________