1.

FORCE MAJEURE

1.1 If either party is rendered unable, wholly or in part, by force majeure to

perform its obligations under this Contract, it is agreed that performance of
such obligations by such party, so far as they are affected by force majeure,
shall be excused from the inception of any such inability until it is corrected,
but for no longer period. The party claiming an inability to perform shall,
immediately after the occurrence of the force majeure event, notify the other
party orally of the nature, date of inception and expected duration of the
force majeure and the extent to which it will prevent the party giving such
notice from performing its obligations under this Contract. The party giving
notice shall confirm such notification in writing as soon as practicable, and
in any event not later than fourteen (14) Calendar days. The party claiming
inability to perform shall promptly correct such inability to the extent it may
be corrected through the exercise of reasonable diligence.

1.2 The term “force majeure” as used in this Contract shall mean any event or
circumstance not within the reasonable control, directly or indirectly, of the
party affected thereby, but only if and to the extent that:

1.2.1 such event or circumstance is not the direct or indirect result of a

breach by such party of any of its obligations under the Contract or
the fault or negligence of such party;

1.2.2 such event or circumstance, despite the exercise of reasonable

diligence, cannot be prevented, avoided or overcome by such
party;

1.2.3 such event or circumstance prevents such party from performing

any of its obligations under this Contract, provided with respect to
CONTRACTOR only, if such event or circumstance occurs prior to
the Scheduled Completion date, such event or circumstance
delays the critical path schedule under the Contract (1) making it
impossible for the CONTRACTOR to meet the Critical Milestone
Dates or Scheduled Completion Date or (2) requiring the
CONTRACTOR to incur additional costs to meet the Critical
Milestone Dates or Scheduled Completion Date for which the
CONTRACTOR is not entitled to receive an adjustment to Contract
Price; and

1.2.4 such party has given the other party the requisite notice required
under Paragraph 24.1 of Schedule “A”.

1.3 The following are specifically excluded as force majeure and shall not
constitute a basis for claims for WORK Schedule extensions or costs, or
both, under this Contract:
 1.3.1 Late performance by a subcontractor caused by a shortage of
supervisors or labour, inefficiencies, or similar occurrences; or

1.3.2 Late delivery of CONTRACTOR-supplied equipment or materials

by supplier and caused by congestion at a manufacturer’s plant or
elsewhere, an oversold condition of the market, inefficiencies, or
similar occurrences.

The foregoing exclusions shall not apply, however, where a subcontractor

or supplier (i) is unable to perform due to force majeure as described in
Paragraph 1.2 of Schedule “A” and (ii) an acceptable alternative source of
service, equipment or materials is unavailable.

1.4 The parties acknowledge that certain governments and their consulates and
embassies located in the Kingdom of Saudi Arabia have issued travel
advisories with respect to the Kingdom of Saudi Arabia. The parties further
acknowledge and agree that no such existing travel advisory shall constitute
force majeure and that neither the modification of any such existing travel
advisory nor the issuance of any new travel advisory shall constitute force
majeure unless the act, events or circumstances upon which such modified
or new travel advisory relates to the Western Province of Saudi Arabia and
independently constitute force majeure under this Contract.

1.5 Should the WORK be delayed for more than forty-five (45) consecutive days
as a result of force majeure, COMPANY shall either suspend the WORK
affected pursuant to Paragraph Error! Reference source not found. of
Schedule “A” or terminate this Contract or the portion of the WORK involved
pursuant to Paragraph Error! Reference source not found. of Schedule
“A”. Except for certain costs incurred after the forty-fifth (45th) consecutive
day as a result of termination or suspension of the WORK as specifically
provided in Paragraphs Error! Reference source not found. and Error!
Reference source not found. of this Schedule, neither party shall be liable
to the other for costs incurred by the other as a result of any delay or failure
to perform arising out of force majeure.