383293

Canada
May, 2008

The supplier/contractor agrees that the goods being purchased by or the services to be
performed for Mosaic pursuant to this purchase order shall be exclusively governed by and the
supplier/contractor agrees to comply with Mosaic’s Terms and Conditions as stated in Form
383293 (http://www.mosaicco.com/suppliers/) which was previously delivered to
supplier/contractor. If you do not have a copy of Mosaic’s Terms and Conditions on file, please
contact your Mosaic representative immediately for another copy before accepting this purchase
order. Mosaic purchases are made expressly conditional upon the acceptance of Mosaic’s
Terms and Conditions and will be modified only by a mutually executed amendment to such
Terms and Conditions. Any terms which may exist on the Supplier's/Contractor's standard sales
acknowledgements (or similar forms) and which may alter or are inconsistent with Mosaic’s
Terms and Conditions shall be of no legal force or effect and shall not govern the transaction
contemplated by this purchase order. If there are questions on the commercial terms of this
purchase order your company must notify Mosaic within 24 hours of receipt, otherwise we will
presume our purchase order to be accepted. All suppliers/contractors are required to include
this purchase order number on ALL communications (packing slips, etc).

Supplier/Contractor: __________________

By: ________________________________

Date: ______________________________

Work Order # ________________________

1
 383293
Canada
May, 2008

PURCHASE ORDER TERMS AND CONDITIONS

1. Acceptance of this Purchase/Work Order (“Order”) is made expressly conditioned on Supplier’s consent to
the exact terms and conditions contained herein (“Order”). None of the terms and conditions in the Order may be
modified, added to, or superseded, except with the written consent of ______________________ [Mosaic entity]
(“Purchaser”).

2. Purchaser shall have the right to terminate the Order in whole or in part, upon thirty (30) days prior written
notice to Supplier, and Supplier shall thereupon stop all performance under this Order except as otherwise directed
by Purchaser. In the event Purchaser so cancels this Order, Purchaser shall pay to Supplier: (a) the agreed unit
prices for work completed; (b) the costs and expenses incurred by Supplier directly connected with work or services
performed in addition to that in (a) above under the Order prior to the date of cancellation; (c) six percent (6%) of the
costs and expenses referred to in (b) above in lieu of profit; and (d) such other direct costs and expenses, including
cancellation charges under subcontracts, as Supplier may incur in connection with such cancellation; provided,
however, that under no circumstances shall the total of such payments exceed the total Order price. If Purchaser
decides to suspend the Order, Supplier shall be entitled to be compensated for any reasonable costs caused by the
suspension. Supplier shall provide the Purchaser with evidence of such costs. If the suspension lasts for more than
two (2) months, the Order shall be deemed to be terminated provided Purchaser and Supplier do not agree
otherwise. In the event of default of Supplier, Purchaser shall be entitled to cancel the Order only if Supplier’s default
is of a material nature, provided Supplier has been given a reasonable time within which to cure the default, and
further provided such period has expired without the default being cured. In the event part of the delivery can be used
by Purchaser, and Purchaser accepts such partial delivery, Supplier shall be entitled to be paid for the partial
delivery. If the parties cannot agree on the value of the partial delivery, the price shall be fixed by an arbitrator in
accordance with Section 12 of the Order. In determining the price of the partial delivery the arbitrator shall take into
consideration Supplier’s cost related to the partial delivery and the value of the partial delivery. In case Purchaser
does not accept any part of the delivery, Purchaser shall, at Supplier’s cost, return any tangible and intangible goods
already delivered to Supplier, and Supplier shall reimburse the purchase price received.

3. Supplier shall use every commercially reasonable effort to meet delivery deadlines under the Order.
Supplier will advise Purchaser immediately upon receipt of the Order if the specified delivery date cannot be met.
Purchaser may designate any reasonable alternative delivery points, if necessary, to expedite Supplier’s performance
under the Order.

4. Supplier warrants that it will comply with all applicable federal, provincial and local laws, rules, regulations,
codes and ordinances in the performance of the Order applicable to the manufacture of the goods in the country of
manufacture. Supplier warrants that the goods or services supplied will be free from defects in material and
workmanship for a period of twelve (12) months from the date of initial operation or 18 months from shipment,
whichever shall first occur. In the case of spare or replacement parts manufactured by Supplier, the warranty period
shall be for a period of six (6) months from shipment. Repairs shall be warranted for twelve (12) months or, if the
repair is performed under this warranty, for the remainder of the original warranty period, whichever is less.
Purchaser shall report any claimed defect in writing to Supplier immediately upon discovery and in any event, within
the warranty period. Supplier shall, at its sole option, repair the equipment or furnish replacement equipment or parts
thereof, at the original delivery point. Supplier shall not be liable for costs of removal, reinstallation, or gaining
access. If Purchaser or others repair, replace, or adjust equipment or parts without Supplier's prior written approval
or if Purchaser, in case of a defect, does not immediately take all appropriate steps to mitigate damages and notify
Supplier in writing of its obligations to remedy such defect, Supplier will be relieved of any further obligation to
Purchaser under this section with respect to such equipment or parts. The repair or replacement of the equipment or
spare or replacement parts by Supplier under this section shall constitute Supplier’s sole obligation and Purchaser's
sole and exclusive remedy for all claims of defects. SUPPLIER MAKES NO OTHER WARRANTY OR
REPRESENTATION OF ANY KIND WITH RESPECT TO THE EQUIPMENT OR SERVICES OTHER THAN AS
SPECIFIED IN THIS SECTION 4. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, ARE HEREBY DISCLAIMED. For the purposes of this section, the equipment warranted shall not
include equipment, parts, and work not manufactured or performed by Supplier. With respect to such equipment,
parts, or work, Supplier's only obligation shall be to assign to Purchaser any warranty provided to Supplier by the
manufacturer or supplier providing such equipment, parts or work. No equipment furnished by Supplier shall be
deemed to be defective by reason of corrosion, erosion, normal wear and tear, or Purchaser's failure to properly
store, install, operate, or maintain the equipment in accordance with good industry practices or specific
recommendations of Supplier.

1
 383293
Canada
May, 2008

5. Except as may be provided on the face of the Order, risk of loss and/or damage to any goods furnished
hereunder shall remain with the Supplier until the supplier delivers the goods to the carrier. Delivery term shall be
FCA Supplier’s facility (Incoterms 2000).

6. Prices quoted do not include provincial sales tax, goods and services tax or customs duties of any kind.
Except as may be provided on the face of the Order, Supplier shall pay all sales, consumer, use and other similar
taxes and import duties required by law on the sale of the goods or services to be performed, and shall secure all
permits, fees and licenses necessary for the execution of any services unless otherwise instructed by Purchaser in
writing. Any cost incurred by Purchaser as a result of an error in shipment by Supplier; such as an over-shipment, or
the shipment of the wrong goods, shall be reimbursed by Supplier. All payments to be made hereunder may be
withheld by Purchaser on account of (1) claims made or filed, or (2) failure of Supplier to pay any subcontractors. The
act of depositing or cashing any payment made by Purchaser shall constitute Supplier’s release of any lien rights and
any and all claims arising prior thereto which Supplier may have against Purchaser or Purchaser’s inventory,
equipment, or property for the goods supplied or services performed by Supplier for which payment was made.

7. Subject to the limitation of liability contained in Section 11 of the Order, Supplier agrees to defend, indemnify
and hold harmless Purchaser, its officers, employees, agents, guests, invitees and customers from and against any
and all liability, loss, damage, fine, penalty, cost or expense (including attorneys’ fees) by reason of any allegation,
claim, action or suit, whether for death, bodily injury, or property damage, arising out of (1) the performance of this
Order to the extent that such damage or injury is attributable to the negligence or willful misconduct of the Supplier;
(2) failure of the goods or services supplied to meet specifications or warranties or for the goods or services to be
otherwise defective; (3) any alleged or actual, direct or contributory infringement or misappropriation of any patent,
copyright, trade secret or other proprietary right arising from the purchase, use, manufacture or sale of such goods or
services; (4) any leak or spill of any goods while being transported or delivered to Purchaser; or (5) any breach by
omissions, or willful misconduct of Supplier’s employees and subcontractors, including their agents and
representatives, and all other persons performing any services under the Order with the Supplier, whether or not
caused in part by a party indemnified hereunder. In the event that the goods or services, in Purchaser’s reasonable
opinion, are likely to infringe a patent or copyright, or misappropriate a trade secret (and in any event, if a court of law
finds that the goods or services, in fact, do infringe or misappropriate), then Supplier shall further provide Purchaser
one of the following forms of relief to be chosen by Supplier: (a) obtain a license on Purchaser’s behalf to continue to
use or sell the goods or services; (b) redesign the goods or services so that they do not infringe or misappropriate; or
(c) refund Purchaser the price paid for the goods or services in question.

8. Neither party shall be liable for any prevention or delay in performance resulting, in whole or in part, directly
or indirectly, from fires, floods, or other acts of God, strikes, lockouts, or labour disputes, wars, riots, or embargoes,
actions by foreign, federal, provincial or local governments, shortages of transportation equipment, fuel, or labour, or
any other circumstance beyond a party’s reasonable control. In the event of delay in performance due to any such
cause, the date of delivery or time for completion will be extended to reflect the length of time lost by reason of such
delay.

9. Supplier shall keep confidential all specifications and proprietary information furnished by Purchaser or
prepared by Supplier in connection with the performance of the Order (including the existence and terms of the
Order) and shall not divulge or use such specifications or information for the benefit of itself or any other party, except
as required for the efficient performance of the Order. Upon completion of the Order, Supplier shall make no further
use, either directly or indirectly, of any such specifications or information. Subject to any rights, title or interests
expressly granted by the Order, neither party shall acquire any right, title, or interest in or to any intellectual property
rights (including without limitation patents, copyright and trade secrets) of the other party. Purchaser is given the right
to use such intellectual property rights only for the operation, maintenance, and repair of the equipment or goods
delivered under the Order.

10. Purchaser shall have a reasonable time after delivery or performance within which to inspect the goods or
services. Purchaser shall give written notice to Supplier of any rejection of such goods or services, and in the case of
a rejected good, the same shall be returned to Supplier at Supplier’s expense or otherwise disposed of as Supplier
shall reasonably request. The cost of inspection of goods or services rightfully rejected shall be charged to Supplier.
Payment for goods on the Order prior to inspection shall not constitute acceptance thereof and is without prejudice to
any and all claims that Purchaser may have against Supplier. The making or failure to make any inspection of, or
payment for, or acceptance of the goods or services, shall in no way impair Purchaser’s right to reject nonconforming
goods or services, recover damages, require Supplier to rework or repair of the goods in accordance with Section 4
hereof, or to exercise any other remedies to which Purchaser may be entitled. Acceptance of any goods or services
by Purchaser after breach of the terms and conditions of the Order by Supplier shall not waive any rights or remedies
accruing to Purchaser as a result of such prior breach.

2
 383293
Canada
May, 2008
11. Except as provided herein, in no event shall either party be liable to the other for any indirect, punitive,
special, incidental or consequential damages in connection with this Order, including but not limited to, loss of profits
or interruption of production, loss of opportunity or business, or claims by customers of the Purchaser or Supplier for
such damages, whether such liability is based in contract, tort (including negligence), statute or any other basis of
legal liability. The total liability of either party for all claims of any kind, whether based in contract, indemnity, tort
(including negligence), under any warranty, strict liability or otherwise shall not exceed the purchase price of the
goods under the Order (the “Liability Limitation”). Notwithstanding the Liability Limitation, in the event of Supplier’s
failure to perform any of its obligations hereunder, Purchaser may, at its option, recover from Supplier its expenses,
cancellation fees, foreign exchange losses, the Order price less market value differential at the point of delivery,
reasonable attorneys’ fees, and any other actual, incidental, indirect, special or consequential damages, and may
exercise any and all rights and remedies as may be available to Purchaser. Notwithstanding anything herein to the
contrary, nothing in the Order shall be deemed to limit any rights Purchaser may have against Supplier either in law
or equity.

12. Any controversy or claim arising out of, or relating to the Order or the breach thereof, shall be settled by
arbitration conducted in Regina, Saskatchewan in accordance with The Arbitration Act, 1992 (Saskatchewan)
including any amendment or re-enactment of such statute then in effect. Any determination made by the arbitrator(s)
shall be final and binding. Judgment on any award may be entered in any court of competent jurisdiction. The
arbitrator(s) shall have no authority to award punitive or exemplary damages.

13. Supplier, provided it is not in default hereunder, may assign or transfer this Order in whole or in part with the
written consent of Purchaser, which consent, may be withheld by Purchaser with or without cause or reasons.
Notwithstanding any such assignment or transfer that is permitted or consented to by Purchaser, Supplier shall be
jointly and severally liable with any such transferee or assignee under this Order and shall not be released from the
performance of any of the terms, conditions, covenants or conditions of this Order except with the express written
release of Purchaser in writing first had and obtained.

14. The terms and conditions of this Order shall be governed by and construed in accordance with the laws of
the Province of Saskatchewan and the laws of Canada applicable therein and the parties expressly exclude any
conflict of law rules that might result in the laws of any other jurisdiction governing this transaction.

15. In the event Supplier will perform services hereunder as “Contractor” for the benefit of Purchaser
(“Owner”), additional conditions Sections 16 through 51 set forth below shall also be applicable. In the event
of a conflict or inconsistency between the terms above and those in Sections 16 through 51 below, those set forth in
Sections 16 through 51 shall govern.

16. If the Order pertains to the provision of services, Supplier shall supply and perform such services as a
Contractor at the location or locations specified in the Order (the “Facility”) and Supplier shall be solely responsible
for all means, methods, techniques, sequences, and procedures and for coordinating all portions of the services
provided in accordance with the Order (the “Work”).

17. Contractor warrants that the Work shall be performed in a professional and workmanlike manner to achieve
its intended purpose, in accordance with highest industry standards and the standards and specifications specifically
set out by Owner in an Order, if any. Any goods supplied in the performance of the Work shall conform to all
specifications, drawings, samples or other descriptions in the Order, if any, shall be fit and sufficient for the intended
purpose and shall be merchantable, of good material and workmanship and free from defect. These warranties are in
addition to those implied by or available at law and shall continue notwithstanding any acceptance or inspection of the
Work by Owner. Owner shall have the right, but not the obligation, at any time, to review the Work and to reject any
Work not being performed or supplied according to the foregoing standards. Contractor shall report to Owner, on a
regular basis, as requested by Owner, on the performance of the Work, including, but not limited to, prompt notice
regarding any variance from the foregoing standards.

18. Unless otherwise specified in writing, Contractor shall provide and pay for all labour, materials, tools,
equipment, machinery, transportation, and other facilities and services necessary for the proper execution and
completion of the Work.

19. Unless otherwise specified in writing, Contractor shall pay all sales, consumer, use, other taxes, charges,
duties and other levies imposed by law on the performance of the Work or the provisions of goods with respect
thereto; and shall secure all permits, fees, licenses and other approvals necessary for the execution of the Work.

20. Contractor shall comply with all applicable foreign, federal, provincial and local laws, rules, regulations,
codes, ordinances and orders bearing on the performance of the Work including without limitation those relating to
the environment and employee health and safety. In addition, Contractor and any subcontractor and their respective
employees, agents, representatives, guests and visitors shall comply with all of Owner's Facility safety rules and

3
 383293
Canada
May, 2008
regulations which Owner may modify, change or alter from time to time. Contractor warrants that any and all
materials furnished or used in the performance of the Work shall conform to all applicable standards and
requirements set forth in such laws, rules, regulations, codes, ordinances and orders and that the use of any
materials will not cause Contractor to be in violation of any federal or provincial or local laws, rules, regulations,
codes, ordinances and orders and that the use by Owner of such materials will not cause Owner to be in violation of
any of such laws, rules, regulations, codes, ordinances or orders.

21. It is agreed that Contractor is an independent contractor and not an employee, servant, or agent of, or joint
venturer with, Owner, and has no authority to and will not purport to bind Owner to any contract, debt or obligation. All
persons used or employed, directly or indirectly, by Contractor or any subcontractor in the performance of the Work
("Contractor Employee(s)") shall be employees or agents of Contractor and shall not be deemed to be employees or
agents of Owner. Contractor shall have and exercise exclusive control and direction of Contractor Employees and
Contractor shall and does warrant that all such persons shall be competent and experienced. Contractor assumes full
responsibility for the compliance with and payment of all taxes, contributions, pensions, workers' compensation, and
all other obligations and benefits owed to or with respect to Contractor Employees. Except as otherwise agreed by
Owner in writing, Contractor shall be solely liable for all expenses incurred in the performance of the Work, and any
expenses which Owner so agrees to reimburse must be evidenced by proper documentation. Contractor will not
employ any subcontractor in the performance of the Work without the prior written permission of Owner.

22. Contractor shall obtain the following specified insurance which shall be maintained at all times throughout
the term of this Order and shall be evidenced by certificates of insurance to be filed with Owner prior to the
commencement of any Work and prior to any policy renewal during the term of this Order:

Types of Insurance Limits

Workers' Compensation Statutory
Employer's Liability $2,000,000 each occurrence
Commercial General Liability, including Contractual Liability $2,000,000 combined single limits
Automobile Liability $2,000,000 combined single limits

23. Owner does not represent that the insurance or the limits of insurance set forth above are sufficient or
adequate to protect Contractor's interests or liabilities and the required limits of coverage shall not be deemed to limit
Contractor's liability.

24. Contractor agrees and its insurer shall agree that Contractor's policies will be primary without right of
contribution from Owner or its insurance policies. Contractor further agrees and its insurer shall agree (i) to waive
their rights of subrogation against Owner, and (ii) that the above insurance coverage’s will not be invalidated for any
Owner Indemnitee (as defined herein in Section 24) by any action, inaction or negligence of Contractor. All amounts
of claims, losses, or damages resulting from deductible clauses or self-insured retention shall be the account of
Contractor.

25. The certificates of Commercial General Liability and Automobile Liability insurance shall (i) name Owner
Indemnitees as additional insureds, (ii) reflect the insurers consent to the requirements set forth in Section 24 hereof,
and (iii) shall provide that Owner shall be given not less than thirty (30) days' written notice before cancellation or any
material change in the insurance. The insurance coverage shall be written by carriers satisfactory to Owner and shall
remain in effect during the term of this Order.

26. Contractor shall, to the extent reasonably possible, obtain the liability insurance required hereunder on an
occurrence basis rather than a claims-made basis. To the extent that Contractor must obtain some or all of this
coverage on a claims-made basis, Contractor shall, prior to the commencement of the Work, provide Owner with
satisfactory evidence that the retroactive date of the claims-made policy is prior to the date of commencement of any
of the Work, and that the policy will either remain in force, be renewed, or a satisfactory discovery period will be
purchased, to cover any claims which might arise hereunder in the future.

27. Contractor shall indemnify and hold harmless Owner, its affiliates and their respective officers, directors,
employees, agents, representatives, guests and invitees ("Owner Indemnitee(s)") from and against all claims,
damages, losses, liabilities, fines, penalties, costs and expenses (including attorney's fees, consultant costs,
environmental investigation, remedial or removal costs and natural resource damages) arising out of, relating to or
resulting from (i) the performance of the Work; (ii) any breach of this Order by Contractor or any subcontractor; (iii)
any alleged or actual, direct or contributory infringement or misappropriation of any patent, copyright, trade secret or
other proprietary right arising from the Work including the purchase, use or sale of materials used therefore; (iv) any
leak or spill of any goods while being transported or delivered to Owner or any other materials, substances or
chemicals Contractor or any of its subcontractors bring onto Owner's premises; and/or (v) the acts, omissions, or
willful misconduct of Contractor Employees. The Contractor’s indemnification obligations under this Paragraph shall
(a) apply regardless of any negligence or willful misconduct on the part of any Owner Indemnitee; and (b) not be

4
 383293
Canada
May, 2008
limited in any way by the limits of any insurance coverage or limitation on the amount or type of damages,
compensation or benefits payable by, for or to Contractor, any subcontractor, or any Contractor Employee under any
insurance policy, workers' compensation acts, disability benefit acts, or other employee benefit acts.

28. Contractor and subcontractor shall perform the Work in a safe and secure manner. Contractor shall be
responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the
performance of this Order. In furtherance thereof, Contractor shall take every reasonable precaution for the safety of,
and shall provide reasonable protection to prevent damage, injury or loss to (i) persons working on or about the Work
(including Owner's employees) and other persons who may be affected thereby; (ii) the Work and the materials and
equipment to be incorporated therein, whether in storage, on or off the site, and whether under the care, custody or
control of the Contractor or the Contractor's subcontractors; and (iii) other property at the site or adjacent thereto,
such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal,
relocation or replacement in the course of the Work.

29. The Contractor shall erect and maintain, as required by existing conditions and performance of the Order,
reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards,
promulgating safety regulations and notifying owners and users of adjacent sites and utilities. To the extent possible,
Contractor shall physically separate the Work site from the remainder of the Owner's premises. Contractor agrees to
periodically inspect the Work site (not less than once a day) for patent and latent defects. Contractor further agrees to
explicitly warn and notify its employees, and other persons at, in or around the site (including Owner's employees and
all guests, visitors, and invitees) of any risks, hazards or peculiar dangers associated with the Work site of which
Owner has made Contractor aware, or of which Contractor is or should be reasonably aware. These responsibilities
of Contractor shall continue throughout the term hereof and until this Order is fully performed by Contractor.

30. Contractor shall communicate to Contractor Employees, regularly enforce, and comply with (i) applicable
laws, rules, regulations, codes, ordinances and orders of public authorities bearing on safety of persons or property or
their protection from damage, injury or loss; and (ii) Owner's safety rules and regulations.

31. When use or storage of explosives or other hazardous materials or equipment or unusual methods are
necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under
supervision of properly qualified personnel.

32. Contractor shall designate a responsible member of the Contractor's organization at the Work site whose
duty shall be the prevention of accidents. This person shall be the "Contractor's Superintendent" unless otherwise
designated by the Contractor in writing to the Owner.

33. Without prejudice to any other remedy Owner may have, violation of or failure to enforce applicable laws,
rules, regulations, codes, ordinances and orders and all Facility safety rules and regulations is cause for (1)
immediate removal of Contractor from the Facility and restrictions on future entry, and (2) immediate termination of
this Order and any other Purchase Work Order involving Contractor with no further obligation or liability of Owner to
Contractor.

34. Except as provided herein, the use of Owner's equipment, tools, scaffolding or other materials ("Owner
Equipment") by Contractor Employees is strictly prohibited. In the event the use of Owner Equipment by Contractor is
necessary, Contractor agrees to inspect the Owner Equipment and agrees that it will not use same unless it is
suitable for the intended use and conforms with any and all applicable laws, rules, regulations, codes, ordinances and
orders. The determination of the suitability of use and conformity with applicable laws of Owner Equipment is to be
made solely by Contractor and Owner makes no representation as to the suitability of any Owner Equipment used by
Contractor for any particular use, Contractor assumes full responsibility for the proper use of the Owner Equipment
and shall return all Owner Equipment to the Owner in at least as good condition in which it was borrowed. The
Contractor agrees to release, indemnify, and hold harmless Owner Indemnitees from and against any and all claims,
damages, demands, liabilities, losses, fines, penalties, costs and expenses (including attorneys’ fees) of whatsoever
kind or character arising out of or in any way connected with Contractor’s use of any Owner Equipment.

35. Contractor shall at all times retain title and ownership to any and all materials, substances or chemicals not
incorporated into the Work that Contractor or any subcontractor brings onto the Facility. Contractor shall be solely
responsible for the handling, transportation and disposal of any and all materials, substances and chemicals which
Contractor or any subcontractor brings onto Facility, and any waste generated or resulting from the use thereof.
Contractor shall not dispose or permit the release of any material, substance or chemical, or any waste generated or
resulting from the use thereof on or at the Facility. Contractor shall handle, transport and dispose of any and all
substances and chemicals, including, but not limited to, hazardous wastes and substances as defined by applicable
federal, provincial and local laws, rules, regulations, codes and ordinances.

5
 383293
Canada
May, 2008
36. Contractor shall, at all times, supply a sufficient number of skilled workers to perform the Work covered by
this Order with promptness and diligence. Should any Contractor Employees or other persons performing Work
covered by this Order engage in a strike or other work stoppage or cease to work due to picketing or a labour dispute
of any kind, Owner may, at its option and without prejudice to any other remedies it may have, after forty-eight (48)
hours’ written notice to Contractor, provide any such labour and deduct the cost, thereof, from any monys then due or
thereafter to become due to the Contractor.

37. Time is of the essence under this Order. No completion date or delivery date shall be amended except by
written instrument signed by Owner. Final payment shall not be due until expiry of the statutory lien period under The
Builders’ Lien Act (Saskatchewan), provided that no liens have been registered. The amount to be paid for and the
time period within which the Work is to be performed or any other change in the Work to be performed hereunder
may be changed only by written Purchase Work Order, change directive, or change order signed by Owner's duly
authorized representative.

38. Owner may, without restriction, hire other contractors to perform the same or different services at the Facility
or any other Owner's facility concurrently with the term of this Order.

39. Owner shall have a reasonable time after performance of the Work to inspect the Work. The cost of
inspection of any Work rightfully rejected shall be charged to Contractor. If reasonable inspection discloses that part
of the Work is defective or nonconforming, Owner shall have the right to cancel any unperformed Work. Payment for
any Work prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims that
Owner may have against Contractor.

40. Contractor agrees that any payments to be made to Contractor by Owner may be withheld by Owner on
account of (i) defective Work not remedied, (ii) claims of Owner against Contractor or claims made or filed against
Owner for which Contractor is liable, (iii) unsatisfactory performance, (iv) failure of Contractor to pay any
subcontractors or Contractor Employees, or (v) any amounts owed by Contractor to Owner or its affiliates. The act by
Contractor of depositing or cashing any payment made by Owner to Contractor shall constitute Contractor's release
of any lien rights and any and all claims arising prior thereto which Contractor may have against Owner or Owner's
inventory, equipment or property for the Work performed by Contractor for which payment was made. Contractor and
Contractor Employees shall comply with the following policies:

a. the solicitation of Owner employees or Contractor Employees during working time is prohibited.
Working time excludes break periods, meal times, or other periods during the work day
when Owner employees or Contractor Employees are not required to perform their work.

b. distribution of literature or other printed materials is always prohibited in working areas at the
Facility.

41. Contractor and Contractor Employees shall comply with Owner's Drug and Alcohol policy.

42. Where applicable, Contractor shall comply with the requirements of the applicable employment standards
legislation, including without limitation, The Labour Standards Act (Saskatchewan), in performing the Work
hereunder.

43. Without limiting the foregoing, it is Owner's policy to maintain a work environment free of unlawful
discrimination at the Facility. Contractor and Contractor Employees shall comply with this policy. Harassment of any
person by Contractor Employees at the Facility is a form of unlawful discrimination that violates this policy.
"Harassment" includes, but is not limited to, harassment on the basis of race, color, religion, sex, national origin, age,
disability, or sexual/affectional orientation. Contractor agrees to adopt and abide by a harassment policy as required
by The Occupational Health and Safety Act, 1993 (Saskatchewan).

44. This Order and any Purchase Work Order issued by Owner to Contractor may be terminated:

a. by Owner, at any time, with or without cause, upon thirty (30) days prior written notice to the Contractor.
In the event of a termination pursuant to this Section 44(a), Owner shall not be liable for any damages or liabilities,
including without limitation, field and home office overhead fees, lost profits on the unperformed work, or lost profits
from subcontractors, suppliers, vendors, materialmen, or others. Owner's sole liability to Contractor shall be for the
actual costs directly attributable to all Work performed up to the date of the termination.

b. by Owner, immediately upon written notice, in the event Contractor:

i. refuses or fails to supply enough properly skilled workers or proper materials,

6
 383293
Canada
May, 2008
ii. fails to make payment to subcontractors for materials or labour in accordance with the respective
agreements between the Contractor and the subcontractors;

iii. fails to comply, in all material respects, with laws, rules, regulations, codes, ordinances or Owner's
safety rules and regulations;

iv. performs defective Work and fails to promptly and properly correct such defective Work; or

v. otherwise fails to perform or comply with or is otherwise is guilty of a material breach of this
Order.

c. by either party, immediately, if the other party becomes insolvent, has a trustee or receiver appointed
for any of its assets, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed by or against
it.
d. by Owner upon forty-eight (48) hours written notice, should any workers performing Work covered by the
Order engage in a strike or other work stoppage or cease to work due to picketing or a labour dispute of any kind.

Owner also shall have the right to enter upon the premises and take possession for the purpose of completing the
Work hereunder of all Contractors’ materials, tools and equipment, thereon, and to finish the Work either with its own
employees or other contractors. In such case, an appropriate change order shall be issued deducting from payments
then and thereafter due to Contractor, the reasonable cost of completing the Work, including Owner's expenses. If
payments then and thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay
the difference to the Owner. Owner shall have a lien upon all materials, tools and equipment taken possession of to
secure the payment thereof.

45. Any provision of this Order which shall prove to be invalid, void, or illegal will in no way affect, impair, or
invalidate any other provision hereof and such remaining provisions shall remain in full force and effect. The failure of
either of the parties hereto to exercise any of its rights or remedies under this Order shall not operate as a waiver of
any such right or remedy on later occasions.

46. This Order, and all disputes arising there under, shall be governed by the laws of the province where the
Facility is located.

47. The execution of this Order shall supersede the terms and conditions of any existing General Conditions for
Outside Contractors or Contractor General Conditions Order which Contractor may have executed for the Facility.

48. Any controversy or claim arising out of or relating to this Order, or the breach thereof, shall be settled by
arbitration conducted in Regina, Saskatchewan in accordance with The Arbitration Act, 1992 (Saskatchewan),
including any amendment or re-enactment of such statute then in effect. The demand for arbitration shall be filed, in
writing, with the other party to this Order within a reasonable time after the controversy or claim in question has arisen
(and in no event shall it be made after the date when institution of legal or equitable proceedings based on such
controversy or claims would be barred by the applicable statute of limitations). The award rendered by the
arbitrator(s) shall be final and binding, and judgment may be entered upon it in accordance with applicable law in any
court having jurisdiction thereof. The arbitrator(s) shall have no authority to award punitive or exemplary damages.
Unless otherwise stated in the arbitral award, the losing party shall reimburse the prevailing party for the prevailing
party's reasonable costs and expenses of mediation and arbitration.

49. Unless otherwise agreed in writing, the Contractor shall carry on the Work and maintain its progress during
any mediation or arbitration proceedings between the parties.

7
 383293
Canada
May, 2008
50. Contractor shall keep confidential all specifications, technical information, business information, trade
secrets and other proprietary information furnished by Owner or prepared or obtained by Contractor in connection
with the performance of the Work (the "Confidential Information"). Contractor shall not divulge the Confidential
Information in any manner and shall limit dissemination of the Confidential Information to only those Contractor
Employees or subcontractors who need to receive it in order to efficiently perform the Work. Confidential Information
shall be used only in connection with performance of Work under this Order. No other use of it will be made by
Contractor, Contractor Employees, it being recognized that Owner has reserved all rights to the Confidential
Information. Contractor shall require each of its Contractor Employees to abide by these confidentiality provisions
even after the Contractor Employee is no longer employed by Contractor. Upon completion of the Work, Contractor
shall make no further use, either directly or indirectly, of any Confidential Information and shall return all written
Confidential Information to Owner, including all items such as blueprints, drawings or other documents prepared in
connection with the Work.

Supplier/Contractor Name:

______________________________________________

By: __________________________________________

Date: _________________________________________