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CONTRACT NO.

SCHEDULE "E"

SETTLEMENT OF DISPUTES, ARBITRATION AND CHOICE OF LAW

1. CLAIMS APPEALS

If CONTRACTOR rejects SAUDI ARAMCO's written determination (as required


by Schedule "A") in regard to any CONTRACTOR claim, CONTRACTOR may
resort to the following:

1.1 Notice of Appeal. CONTRACTOR may file a notice of appeal. Any such
notice shall:

1.1.1 Be in writing and addressed to:

The Manager
Contracting Department
Saudi Arabian Oil Company
P.O. Box 1500
Dhahran 31311
Saudi Arabia

1.1.2 Be submitted within thirty (30) days after receipt of SAUDI


ARAMCO's written determination; and

1.1.3 Specify all the reasons why CONTRACTOR deems SAUDI


ARAMCO's written determination to be unsatisfactory.

1.2 Contract Dispute Settlement Board. As soon as practicable after SAUDI


ARAMCO's receipt of CONTRACTOR's notice of appeal, SAUDI
ARAMCO shall establish a Contract Dispute Settlement Board ("Board").
The Board shall review all available information concerning
CONTRACTOR's claim.

1.3 Final Decision. SAUDI ARAMCO's final decision shall be communicated


by SAUDI ARAMCO to CONTRACTOR in a letter which shall set forth its
final offer of settlement. Should CONTRACTOR accept SAUDI
ARAMCO's final offer, CONTRACTOR shall execute an appropriate
settlement document. If CONTRACTOR rejects SAUDI ARAMCO's final
decision, CONTRACTOR may proceed as set forth in Paragraph 3 of this
Schedule. SAUDI ARAMCO may proceed as set forth in Paragraph 3 of
this Schedule at any time.

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2. CHOICE OF LAW

The laws of the Kingdom of Saudi Arabia shall govern and shall control the
interpretation and the performance of this Contract, and any other
agreements arising out of or relating to it, regardless of where this Contract is
entered into or performed.

3. ARBITRATION

3.1 Arbitration Rules. Any dispute, controversy or claim arising out of or


relating to this Contract, or any other agreements arising out of or
relating to it, including any question regarding its breach, existence,
validity or termination, shall be finally resolved by arbitration
conducted in accordance with the Arbitration Rules of the United
Nations Commission on International Trade Law (UNCITRAL
Arbitration Rules"), which are deemed to be incorporated by reference
into this Paragraph.

3.2 Place of Arbitration. The place of arbitration shall be Al-Khobar,


Kingdom of Saudi Arabia.

3.3 Language of Arbitration. The language of the arbitration shall be


English.

3.4 Notice of Arbitration. An arbitration can only be initiated when one


party transmits a notice of arbitration directly to the other party or
parties. The notice of arbitration shall include the mandatory
information required for such notice under the UNCITRAL Arbitration
Rules, other than what the parties have already agreed upon in this
Paragraph 3. The Notice Date, for purposes of this Schedule E, is
the date on which the other party receives the notice of arbitration.

3.5 Appointing Authority. The appointing authority, for the purpose of


appointing an arbitrator under Paragraph 3.6, challenging an arbitrator
under Paragraph 3.8 or determining the fees and expenses of the
arbitral tribunal under the UNCITRAL Arbitration Rules, shall be the
DIFC-LCIA Arbitration Centre (the Appointing Authority).

3.6 Appointment of Arbitrator(s). The parties agree that the number of


arbitrators shall either be one or three arbitrators as determined under
Paragraphs 3.6.1 and 3.6.2 below at the time of the dispute. The
notice of arbitration shall include a proposal for either one arbitrator or
three arbitrators.

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3.6.1 One Arbitrator. If within 30 days from the Notice Date, the
parties agree that they shall appoint one arbitrator, the parties
shall jointly appoint a sole arbitrator within 60 days of the Notice
Date. If the parties fail to jointly appoint a sole arbitrator within
such 60-day period, the Appointing Authority shall, at the
request of one of the parties, appoint a sole arbitrator.

3.6.2 Three Arbitrators. If within 30 days from the Notice Date, the
parties fail to agree that the number of arbitrators shall be one
or if the parties agree to appoint three arbitrators, then the
number of arbitrators shall be three. In such event, each party
shall appoint an arbitrator within 60 days from the Notice Date.
Both appointed arbitrators, after they consult with the party that
appointed each of them, shall agree upon and appoint a third
arbitrator, who shall act as the presiding arbitrator, within 90
days from the Notice Date. If the parties fail to jointly appoint
the presiding arbitrator within such 90-day period, the
Appointing Authority shall, at the request of one of the parties,
appoint the presiding arbitrator.

3.7 Arbitrator Qualifications. Every arbitrator shall be independent and


impartial, and shall have had no interest in or previous connection with
the matters in dispute. Every arbitrator shall be fluent in the English
language, and shall be qualified by education, training or experience
to resolve the dispute. Every arbitrator shall disclose his
independence and confirm his availability to all parties using the
model statement of independence in the UNCITRAL Arbitration Rules.
No appointed arbitrator shall have any ex parte communications with
any of the parties concerning the arbitration other than on the
appointment of the presiding arbitrator.

3.8 Arbitrator Challenge. The Appointing Authority shall decide upon any
challenge of an arbitrator within the time period specified in the
UNCITRAL Arbitration Rules, if the parties do not agree to the
challenge or if the challenged arbitrator does not withdraw.

3.9 Arbitrator Replacement. If replacement of an arbitrator becomes


necessary, replacement shall be done by the method by which that
arbitrator was originally appointed. In the event of the replacement of
an arbitrator, the arbitration proceedings shall continue without
rehearing unless all the parties and the arbitral tribunal agree to
recommence the proceedings.

3.10 Documents and Evidence. Each of the parties shall rely upon those
documents that are in its possession. The parties shall have no right to
request production of documents, discovery or depositions in the
arbitration proceedings, other than what is allowed under this

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paragraph. The parties are entitled to receive all documents that each
party was required to provide to the other party under this Contract,
including pursuant to their audit rights (Contract Documents). The
arbitral tribunal shall have no power to order production or discovery
of documents, exhibits or other evidence (other than the Contract
Documents), or the deposition or oral testimony of witnesses.

3.11 Consolidation. If multiple arbitrations exist between the parties or their


affiliates, the subject matters of which are related by common
questions of law or fact and which could result in conflicting or
inconsistent awards, then all such arbitrations may be consolidated
into a single arbitration at the request of one of the parties. The first
consolidation order issued by an arbitral tribunal shall prevail over any
subsequent consolidation order by another arbitral tribunal.

3.12 Confidentiality. The existence and content of the arbitration


proceedings and any rulings or awards shall be kept confidential by
the parties and the arbitral tribunal except (i) to the extent that
disclosure may be required of a party to fulfill a legal duty, protect or
pursue a legal right, or enforce or challenge an award in bona fide
legal proceedings before a court or other judicial or governmental
authority, (ii) with the consent of all parties, (iii) where needed for the
preparation or presentation of a claim or defense in this arbitration, (iv)
where such information is already in the public domain other than as a
result of a breach of this paragraph, or (v) by order of the arbitral
tribunal upon application of a party.

3.13 Basis For Award. The arbitral tribunal shall base its award only upon
the evidence presented to it, the terms of the contractual
arrangements between the parties, and the laws of the Kingdom of
Saudi Arabia.

3.14 Costs, Expenses and Fees. The arbitral tribunal shall assess in its
award the amount of the costs and expenses of arbitration, including
lawyers fees and costs and expenses of management, in-house
counsel, experts and witnesses, and the arbitral tribunals fees. The
arbitral tribunal shall apportion the costs, expenses and fees between
the parties based on each of the parties respective success in the
arbitration, as it deems reasonable.

3.15 Issuance of Award. The arbitral tribunal shall first issue its award in
the English language to the parties on an interim basis. If within 10
days of the issuance of the interim award one of the parties requests
the arbitral tribunal to provide an Arabic translation for enforcement
purposes, the arbitral tribunal shall arrange for an Arabic translation of
the award attested by an accredited translator from the enforcement
jurisdiction. The requesting party shall pay for such translation. Upon

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completion of the Arabic translation, the arbitral tribunal shall promptly
issue a final award in English with the Arabic translation, and shall
deposit such final award with the competent court if requested by one
of the parties. If no party requests an Arabic translation within such 10-
day period, the arbitral tribunal shall promptly issue its final award in
the English language only.

3.16 Finality. The final award of the arbitral tribunal shall be final and
binding on the parties and their successors, assigns and affiliates. The
parties undertake to carry out any final award without delay and shall
be deemed to have waived their right to any form of recourse insofar
as such waiver can validly be made. Enforcement of any final award
may be sought in any court of competent jurisdiction.

3.17 Sovereign Immunity. Nothing whatsoever herein constitutes or shall


be construed as an explicit or implicit waiver of sovereign immunity or
any related rights, defenses, or objections.

END OF SCHEDULE "E"

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