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DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

MASTER AGREEMENT FOR

EQUIPMENT RENTAL AND PROVISION OF


ANCILLARY SERVICES

PROVISION OF OFFSHORE PERSONNEL TRANSFER EQUIPMENT

Between BP TRINIDAD AND TOBAGO LLC

And

Ampelmann Operations B.V.

AGREEMENT No. CW2094000

SECTION I
CONDITIONS OF CONTRACT

Section II – General Conditions


File: Equipment Rental Master Agreement Rev 3 Dec 09
DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

TABLE OF CONTENTS

1.0 DEFINITIONS ................................................................................................................................. 1


2.0 INTERPRETATION ........................................................................................................................ 5
3.0 THE CONTRACT AND CALL OFFS ............................................................................................. 6
4.0 PERFORMANCE OF THE WORK AND DELIVERY/REDELIVERY OF EQUIPMENT ................ 7
5.0 CONTRACTOR SHALL INFORM ITSELF FULLY........................................................................ 8
6.0 COMPANY REPRESENTATIVE.................................................................................................... 9
7.0 CONTRACTOR REPRESENTATIVE ............................................................................................ 9
8.0 SCHEDULE .................................................................................................................................... 9
9.0 VARIATIONS................................................................................................................................ 10
10.0 CONTRACT PAYMENT AND INVOICING .................................................................................. 11
11.0 REMEDY OF DEFECTS .............................................................................................................. 12
12.0 PERMITS AND LICENCES .......................................................................................................... 13
13.0 INDEPENDENT CONTRACTOR ................................................................................................. 13
14.0 CONTRACTOR PERSONNEL..................................................................................................... 13
15.0 PERSONNEL RELATIONS ......................................................................................................... 14
16.0 ACCESS AND CO-OPERATION ................................................................................................. 15
17.0 LOCAL CONTENT ....................................................................................................................... 15
18.0 HEALTH, SAFETY, SECURITY AND ENVIRONMENTAL REQUIREMENTS ........................... 15
19.0 TECHNICAL INFORMATION ...................................................................................................... 15
20.0 PLANS.......................................................................................................................................... 16
21.0 QUALITY AND INTEGRITY MANAGEMENT ............................................................................. 16
22.0 OPERATIONAL AND TECHNICAL INTEGRITY REVIEWS ....................................................... 16
23.0 TAXES AND DUTIES ................................................................................................................... 17
24.0 ASSIGNMENT .............................................................................................................................. 19
25.0 SUBCONTRACTING.................................................................................................................... 20
26.0 AUDIT RIGHTS ............................................................................................................................ 20
27.0 LIABILITY AND INDEMNITY ....................................................................................................... 21
28.0 CONSEQUENTIAL LOSS ............................................................................................................ 25
29.0 INSURANCE ................................................................................................................................ 25
30.0 SUSPENSION OF THE WORK ................................................................................................... 27
31.0 TERMINATION ............................................................................................................................. 28
32.0 CONFIDENTIAL INFORMATION ................................................................................................ 29
33.0 PUBLICITY ................................................................................................................................... 30
34.0 INTELLECTUAL PROPERTY RIGHTS ....................................................................................... 30
35.0 FORCE MAJEURE....................................................................................................................... 31
36.0 NOTICES ...................................................................................................................................... 32
37.0 APPLICABLE LAWS AND REGULATIONS AND ANTI BOYCOTT AND EXPORT CONTROL
LEGISLATION ............................................................................................................................... 33
Table of Contents
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38.0 RIGHTS OF INDEMNIFIED THIRD PARTIES ............................................................................. 34


39.0 ANTI-CORRUPTION UNDERTAKINGS ...................................................................................... 35
40.0 CODE OF CONDUCT .................................................................................................................. 38
41.0 SETTLEMENT OF DISPUTES..................................................................................................... 38
42.0 GOVERNING LAW....................................................................................................................... 38
43.0 CONTINUING OBLIGATIONS ..................................................................................................... 38
44.0 STATUS OF COMPANY .............................................................................................................. 39
45.0 DIGITAL SECURITY .................................................................................................................... 40
46.0 SUPPLIER MANAGEMENT ........................................................................................................ 41
47.0 LIENS, ATTACHMENTS, AND ENCUMBRANCES.................................................................... 41
48.0 GENERAL LEGAL PROVISIONS ............................................................................................... 41

EXHIBITS
A. FORM OF CALL OFF
B. BP CODE OF CONDUCT

Table of Contents
File: Equipment Rental Master Agreement Rev 3 Dec 09
DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

SECTION I – CONDITIONS OF CONTRACT

This MASTER AGREEMENT is made between the following parties on the 31st day of March 2015:

BP Trinidad and TOBAGO LLC, a company formed under the laws of the State of Delaware and having
its registered office at 5-5A Queen’s Park West, Port of Spain, Trinidad and Tobago, hereinafter called
COMPANY;

and

Ampelmann Operations B.V, a company formed under the laws of The Netherlands, (COC no.
27340502), and having its registered office at Kluyverweg 1, 2629 HS DELFT, The Netherlands,
hereinafter called CONTRACTOR.

COMPANY and CONTRACTOR are hereinafter sometimes referred to individually as a PARTY or


collectively as the PARTIES.

WHEREAS:-

(A) The PARTIES have agreed to enter into the MASTER AGREEMENT to record the terms and
conditions upon which COMPANY or any of COMPANY'S AFFILIATES may require
CONTRACTOR to perform WORK.

(B) As required from time to time by COMPANY by issue of specific CALL OFFS, CONTRACTOR
shall perform WORK to support COMPANY'S or COMPANY'S AFFILIATES' projects in the
Trinidad and Tobago Region and/or any other BP Region as identified under the CALL OFF.

(C) The PARTIES have agreed to commit the terms of their agreement to writing.

NOW THE PARTIES AGREE AS FOLLOWS:-

1.0 DEFINITIONS

The following definitions shall be used for the purpose of interpreting the CONTRACT.

"AFFILIATE" shall mean, as applied to COMPANY, CO-VENTURER, CONTRACTOR, OTHER


CONTRACTOR or SUBCONTRACTOR a PERSON:

(a) that directly or indirectly controls it;


(b) that is directly or indirectly controlled by it; or
(c) that is under common control with it.

“Control”, for the purposes of this definition, shall mean with respect to any PERSON, the right to
exercise or cause the exercise of at least fifty per cent (50%) or more of the voting rights in
respect of such PERSON.

"AMENDMENT" shall mean the document agreed by the PARTIES and issued by COMPANY
detailing any amendment to the CONTRACT.

"APPROVAL" or "APPROVED" shall mean approval or approved by an authorised representative


of COMPANY in writing.

"AUTHORITY" shall mean all governmental agencies, quasi-government agencies, departments, or


subdivisions and all federal, state, national, regional, municipal, local, or ecclesiastical authorities
with jurisdiction over the WORK and/or with authority to impose or collect TAX.

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"CALL OFF" shall mean the individual instruction to be issued by COMPANY, or one of COMPANY'S
AFFILIATES, to CONTRACTOR, and which shall come into effect in accordance with Clause 3.0
(The Contract And Call Offs), which instruction shall be issued in accordance with the format
included in Exhibit A hereto. Subject to Clause 3.4, the CALL OFF shall incorporate the MASTER
AGREEMENT.

"CALL OFF EFFECTIVE DATE" shall mean the effective date of the relevant CALL OFF (as
specified therein).

"CALL OFF PRICE" shall mean the price for the whole of the WORK under a CALL OFF as defined
therein and as calculated in accordance with Section III (Contract Payments).

"CASUALTY OCCURRENCE" – Not Applicable

"CLAIM/LOSS" shall mean (a) all claims and losses of any kind and description including, without
limitation, claims and losses in respect of liabilities, privileges, liens and other encumbrances,
obligations, interest, costs, or expenses; (b) awards, judgments, causes of action and damages of all
kinds and descriptions; all whether created by law, contract, tort, arbitration, voluntary settlement (to
the extent authorized by the INDEMNITOR) or otherwise, and shall, except as otherwise expressly
provided, include claims, losses, judgments, causes of action and damages based on contractual
indemnity.

"COMPANY GROUP" shall mean COMPANY and the CO-VENTURERS for which the WORK is
being performed, its and their respective AFFILIATES and its and their respective officers,
employees (including agency personnel) and agents.

"COMPANY REPRESENTATIVE" shall mean the individual identified as such in the applicable CALL
OFF.

"COMPLETION" shall mean completion of the whole of the WORK under the applicable CALL OFF.

"CONNECTED WITH" shall mean directly or indirectly arising out of, resulting from, or in any way
connected with or related to.

"CONTRACT" shall mean the MASTER AGREEMENT and/or any or all CALL OFFs.

"CONTRACTOR GROUP" shall mean CONTRACTOR, SUBCONTRACTORS, its and their


respective AFFILIATES and its and their respective officers, employees (including agency personnel)
and agents, including all PERSONNEL.

"CONTRACTOR REPRESENTATIVE" shall mean the individual identified as such in the applicable
CALL OFF.

"CO-VENTURER" shall mean any PERSON with whom COMPANY is, or may be from time to time,
a party to a joint operating agreement or unitisation agreement relating to the operations for which
the WORK is being performed and the successors in interest or assignees of any such PERSON.

"CUSTOMS DUTIES" shall mean all existing or future duties, payments, fees, charges, levies, taxes,
or contributions payable to or imposed by any AUTHORITY as a result of import or export, whether
permanent or temporary of any PERSONNEL, PLANT or EQUIPMENT into or out of any jurisdiction.

"DAYS" shall mean calendar days.

"DEFECT" shall mean a defect in the information in any PLANS, a defect in materials or
workmanship, materials or workmanship not being in accordance with the CONTRACT, a failure of

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the WORK or in the performance of the WORK any part thereof to comply with the CALL OFF
including, without limitation, any error, omission, deficiency in the WORK.

"DEFEND" shall mean taking such steps and incurring such fees, costs and expenses as may be
necessary to defend any CLAIM/LOSS whether pre-litigation or in connection with any proceedings
in any court or other tribunal (including any alternative or non binding dispute resolution) and shall
include the obligation to pay reasonable attorneys' fees, court costs, expert fees and other
reasonable costs incurred by the INDEMNITOR or the INDEMNITEE as a result of defending against
a CLAIM/LOSS as required by the CONTRACT or, at the election and cost of the obligor, the
obligation to select and engage competent lawyers and experts to defend against a CLAIM/LOSS as
required by the CONTRACT, including without limitation Clause 27.0 (Liability And Indemnity) and
“DEFENCE” shall be construed accordingly.

"DELIVERY POINT" shall mean the location specified in the CALL OFF.

“DEVELOPED INFORMATION” has the meaning ascribed thereto in Clause 34.2 (Intellectual
Property Rights).

"EQUIPMENT" shall mean equipment which is rented by COMPANY from CONTRACTOR under a
CALL OFF.

"FORCE MAJEURE" has the meaning ascribed thereto in Clause 35 (Force Majeure).

"INDEMNIFY” shall mean "release, protect, defend, indemnify and hold harmless” and
"INDEMNITY", “INDEMNIFYING” and "INDEMNIFICATION" shall be construed accordingly.

“INDEMNIFIED THIRD PARTY” has the meaning ascribed to such expression in Clause 38.1 (Rights
Of Indemnified Third Parties).

"INDEMNITOR" shall mean the PARTY against whom INDEMNITY is sought under the
CONTRACT.

"INDEMNITEE" shall mean the PERSON seeking INDEMNITY under the CONTRACT.

"KEY PERSONNEL" shall mean those personnel named as such in a CALL OFF.

“MASTER AGREEMENT” has the meaning ascribed thereto in Clause 3.2 (The Contract And Call
Offs).

“MASTER AGREEMENT COMMENCEMENT DATE” shall mean May 1st, 2015

"MATERIAL DEFAULT" shall mean any breach or series of breaches by CONTRACTOR under the
MASTER AGREEMENT or any CALL OFF which is not or cannot be remedied by CONTRACTOR
within the time provided herein (or if no time is specified, within a reasonable time) the impact of
which (or in the case of a series of breaches, the cumulative impact of which) on the WORK is or
may be substantial and adverse to COMPANY'S interests.

"NEGLIGENCE/FAULT" shall mean, except to the extent expressly otherwise provided, negligence,
breach of contract, breach of duty of care or of strict liability or of other premises liability,
unseaworthiness, unairworthiness, liability for defective equipment and breach of statutory duty,
whether or not resulting from pre-existing conditions and, except to the extent expressly otherwise
provided, whether or not such NEGLIGENCE/FAULT is sole, concurrent, joint, comparative, active or
passive. The phrases "even if caused by the NEGLIGENCE/FAULT" or "even if contributed to by the
joint or concurrent NEGLIGENCE/FAULT" shall, except to the extent expressly otherwise provided,
mean that the PARTIES intend for the INDEMNITY and other obligations to apply whether or not the
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CLAIMS/LOSSES are contributed to, occasioned by or are the result of the NEGLIGENCE/FAULT of
the INDEMNITEE or any other PERSON and that, except to the extent expressly otherwise provided,
the PARTIES intend for the INDEMNITY and other obligations to apply:-

(a) without regard to any conflicting rules of liability under any applicable law or regulation,

(b) without regard to any successful limitation or exoneration of liability proceeding filed by or
on behalf of the INDEMNIFYING PARTY pursuant to the laws of any state or country or
the provisions of any international convention, and

(c) without regard to whether the CLAIMS/LOSSES in question are sought directly or
indirectly by way of recovery, tort or contractual indemnification, or contribution by a
PERSON against the INDEMNITEE.

"OTHER CONTRACTOR" shall mean any contractor, other than members of CONTRACTOR
GROUP, who has entered into a contract with COMPANY (a) to provide goods or services or
perform work at the WORKSITE; or (b) to provide goods or services or perform work in connection
with the WORK.

"OTHER CONTRACTOR GROUP" shall mean any OTHER CONTRACTOR, its subcontractors of
any tier, its and their AFFILIATES and its and their respective directors, officers and employees
(including agency personnel) and agents, but shall not include any member of COMPANY GROUP
or CONTRACTOR GROUP.

"PERSON" shall mean any natural person as well as any legal entity, including without limitation,
either PARTY or any member of COMPANY GROUP or CONTRACTOR GROUP.

"PERSONNEL" shall mean any personnel to be provided by or on behalf of CONTRACTOR GROUP


for the purposes of performing the WORK.

“PLANS” shall mean all documents whatsoever to be developed by CONTRACTOR in


performance of the WORK including, but not limited to, any design calculations, drawings,
equipment specifications, other documents and specifications.

"PLANT" shall mean all materials, machinery, apparatus, supplies, property, and equipment, which
is owned, leased, rented, chartered or operated by CONTRACTOR GROUP for the purpose of
performing the WORK.

"REDELIVERY POINT" shall mean the location specified in the CALL OFF.

"RENTAL PERIOD" shall have the meaning set forth in Clause 4.8.

“SALES TAXES” shall mean any transfer tax, gross receipts tax, compensating use tax, use taxes,
sales tax, value added tax, goods and services taxes, business tax, consumption tax or other
transactional taxes arising or payable as a result of the performance of the WORK.

“SALES TAX INVOICE” shall mean an invoice meeting the applicable legal requirements, and which
allows recovery, deduction or offset of TAXES within the relevant jurisdiction.

SCHEDULE” shall mean a detailed schedule prepared in accordance with Clause 8 (Schedule),
including the date or dates set forth in the relevant CALL OFF by which CONTRACTOR shall
progress and complete the WORK.

“SCHEDULED COMPLETION DATE” shall mean the date, as specified in the CALL OFF, by
which CONTRACTOR is required to achieve COMPLETION.
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"SPECIFICATION" shall mean the specification contained in Section II (General Scope of Work)
setting forth the detailed requirements of the WORK.

"SUBCONTRACT" shall mean any contract of any tier for the performance or supply of any part of
the WORK excluding the CONTRACT.

"SUBCONTRACTOR" shall mean any party (other than CONTRACTOR) to a SUBCONTRACT


including its employees and agents.
“TAX" and “TAXES” shall mean, all existing or future taxes, corporate income tax or gross
revenue taxes, personal income tax, employment taxes and social charges, national insurance,
SALES TAXES, property taxes, impost, duties, CUSTOMS DUTIES, levies, withholdings taxes
and fees, stamp duties, charge and other assessments in the nature of taxes, including any fines,
penalties or interest, assessed or levied by the appropriate AUTHORITY.
"TECHNICAL INFORMATION" shall mean any drawings, SPECIFICATION, data, computer software
and other information provided by or caused to be provided by COMPANY to CONTRACTOR and
shall include all information in Section II (General Scope Of Work).

"THIRD PARTY" shall mean any PERSON not included in COMPANY GROUP or CONTRACTOR
GROUP.

"VARIATION" shall mean any addition, deletion, substitution or any other alteration to the WORK
and/or SCHEDULE which is not beyond the general scope of WORK under a CALL OFF.

WARRANTY PERIOD" shall mean a period of thirty (30) DAYS from the completion of correction
of DEFECTS to the WORK as provided for under Clause 11.0
"WORK" shall mean the activities specified in Section II (General Scope of Work) and the relevant
CALL OFF and shall include the rental of EQUIPMENT and the provision of any ancillary services as
referred to in Clause 3.3.

"WORKSITE" shall mean the location or locations on, under, in, or through which the WORK is to be
performed by CONTRACTOR GROUP and shall include, without limitation, the facilities or locations
of CONTRACTOR GROUP or the facilities or locations of COMPANY or any OTHER
CONTRACTORS at which WORK is to be performed.

2.0 INTERPRETATION

2.1 Words importing the singular include the plural and vice versa where the context so requires.

2.2 All references to the masculine gender shall be deemed to include the feminine gender and vice
versa.

2.3 The headings in the CONTRACT are for ease of reference and shall not be deemed to be part of
or be taken into consideration in the interpretation or construction of the CONTRACT.

2.4 Unless specifically stated to the contrary, all references herein to Clauses are references to
clause numbers in this Section I (Conditions Of Contract) and not to those in any other document
forming part of the CONTRACT. Unless specifically stated to the contrary, all references herein
to Sections are references to the Sections of the CONTRACT referred to in Clause 3.0 (The
Contract And Call Offs).

2.5 All instructions, notifications, agreements, authorisations and acknowledgements shall be in


writing. Notwithstanding the foregoing, if for reasons of emergency or any other important reason
COMPANY finds it necessary to instruct CONTRACTOR orally in the first instance,
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CONTRACTOR shall comply with the instruction. Any oral instruction shall be confirmed in
writing as soon as possible, provided that if CONTRACTOR confirms in writing any oral
instruction which is not contradicted in writing by COMPANY within seven days, it shall be
deemed to be a written instruction of COMPANY.

2.6 The CONTRACT shall be interpreted and construed according to the English language. All
written communications between COMPANY and CONTRACTOR related to the CONTRACT
shall be in the English language.

3.0 THE CONTRACT AND CALL OFFS

3.1 The MASTER AGREEMENT shall run from the MASTER AGREEMENT COMMENCEMENT
DATE for a term of 17 months or until earlier termination in accordance with the terms and
conditions hereof. Notwithstanding the foregoing, if a CALL OFF is in force at a date when the
MASTER AGREEMENT would otherwise expire or terminate, the MASTER AGREEMENT shall,
for the purposes of the CALL OFFS which remain in force at such date, continue in force for so
long as COMPANY and/or CONTRACTOR shall have rights and/or obligations under the relevant
CALL OFF.

3.2 Subject to Clause 3.3, the MASTER AGREEMENT shall comprise the following sections:-

Section I Conditions Of Contract


Section II General Scope Of Work
Section III Contract Payments
Section IV Health, Safety, Security And Environment
Section V Quality and Integrity Management
Section VI Project Coordination Procedures
Section VII Supplier Management
Section VIII Local Content

The Sections shall be read and construed as one document the contents of which, in the event of
ambiguity or contradiction between Sections, shall be given precedence in the order listed above.

3.3 COMPANY may notify CONTRACTOR from time to time that it desires to rent EQUIPMENT from
CONTRACTOR and may have CONTRACTOR perform certain services which relate to the
EQUIPMENT. Any such notice shall include the type of EQUIPMENT desired; the date and the
approximate duration the EQUIPMENT is needed; the location where the EQUIPMENT is
needed; the specifications for the EQUIPMENT; the method by which the EQUIPMENT shall be
delivered; the rental rate; and any ancillary services required to be performed. If CONTRACTOR
has suitable EQUIPMENT available and if agreement is reached on the details particular to its
rental including any ancillary services, then COMPANY and CONTRACTOR shall execute a
CALL OFF, effective from the CALL OFF EFFECTIVE DATE, confirming the details of the
WORK. It is agreed and understood that COMPANY is not obligated to request WORK or issue
any CALL OFF hereunder. COMPANY and CONTRACTOR agree that, subject to Clause 3.4,
the terms and conditions of the MASTER AGREEMENT shall at all times apply to and control all
WORK that may be conducted or carried out by CONTRACTOR for COMPANY under any CALL
OFF until such CALL OFF is terminated or completed in accordance with the CONTRACT.

3.4 In the event that any provision contained in the MASTER AGREEMENT is expressly
supplemented or varied by the PARTIES pursuant to a CALL OFF, the terms contained in any
such CALL OFF shall take precedence over the terms contained in the MASTER AGREEMENT
but only to the extent expressly agreed by the PARTIES in the CALL OFF.

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4.0 PERFORMANCE OF THE WORK AND DELIVERY/REDELIVERY OF EQUIPMENT

4.1 CONTRACTOR has been selected for the performance of the WORK on the basis that it is an
expert and professional in the type of work involved and in consideration of COMPANY'S
obligations under the CONTRACT, CONTRACTOR undertakes to perform and complete the
WORK in accordance with the requirements, standards and specifications contained in the
MASTER AGREEMENT and CALL OFF and, without limiting the foregoing, further warrants that:-

(a) it shall perform its obligations under the MASTER AGREEMENT and CALL OFF (a) in
accordance with good practice for the profession or practice relevant to the performance
of those obligations; and (b) exercising that degree of skill, care, diligence, prudence,
foresight and operating practice which would reasonably and ordinarily be expected from
a skilled and experienced PERSON engaged in a similar type of undertaking as that of
the CONTRACTOR under the same or similar circumstances based on substantiated
opinion of COMPANY and in compliance with all relevant laws;

(b) it is the owner of the EQUIPMENT with full right to provide same to COMPANY under the
terms of the MASTER AGREEMENT and any CALL OFF, and COMPANY shall be
entitled to quiet enjoyment and use of the EQUIPMENT in accordance with the provisions
of the relevant CALL OFF, without unreasonable interference by CONTRACTOR or any
third party;

(c) the EQUIPMENT shall (a) be in full compliance with all applicable federal, state and local
laws, regulations, and standards; (b) conform to the specifications provided by
COMPANY, if any as agreed under the relevant CALL OFF; and (c) be of good
workmanship and material, free from defect, and fit for its intended use;

(d) it shall perform the WORK (a) in accordance with good practice for the profession or
practice relevant to the performance of the WORK, and (b) exercising that degree of skill,
care, diligence, prudence, foresight and operating practice which would reasonably and
ordinarily be expected from a skilled and experienced PERSON engaged in a similar type
of undertaking as that of CONTRACTOR under the same or similar circumstances based
on substantiated opinion of COMPANY and in compliance with all relevant laws; and

(e) Not Applicable

The preceding warranties shall each be construed separately on their own terms and in
substitution for express or implied warranties or other rights provided by law or in equity.

4.2 CONTRACTOR shall provide all management, engineering, design, supervision, PERSONNEL,
PLANT, consumables, facilities and all other things, whether of a temporary or permanent nature,
necessary for the proper performance of the WORK in accordance with the terms hereof and of
the relevant CALL OFF (or reasonably to be inferred from the terms hereof or of the relevant
CALL OFF) unless specifically identified in the CONTRACT as being provided by others.

4.3 CONTRACTOR shall take full responsibility for the adequacy, stability and safety of all its
operations and methods necessary for the performance of the WORK and shall comply with the
provisions of Section IV (Health, Safety, Security And Environment).

4.4 Except to the extent that it may be illegal or physically impossible or create a hazard to safe
operations, CONTRACTOR shall comply with COMPANY'S instructions and directions on all
matters relating to the WORK.

4.5 CONTRACTOR shall notify COMPANY immediately of any proposed or actual stoppages of work
or other matters affecting or likely to affect the carrying out or completion of the WORK.

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4.6 The granting of any APPROVAL shall in no way relieve CONTRACTOR of any of its obligations,
responsibilities, and duties under the CONTRACT and shall in no way alter the relationship
between COMPANY and CONTRACTOR.

4.7 CONTRACTOR shall notify COMPANY in writing as soon as it becomes aware of any matter
which could increase the CALL OFF PRICE, delay COMPLETION, delay meeting a key date in
the SCHEDULE.

4.8 CONTRACTOR shall deliver the EQUIPMENT to COMPANY at the DELIVERY POINT at its sole
cost and expense. Upon cessation of COMPANY's use of the EQUIPMENT, COMPANY shall
redeliver the EQUIPMENT to CONTRACTOR at the REDELIVERY POINT at its sole cost and
expense. Any special transportation arrangements with respect to the EQUIPMENT shall be
identified in the CALL OFF. The RENTAL PERIOD shall commence at the date the EQUIPMENT
is delivered to and accepted by COMPANY at the DELIVERY POINT and shall terminate, except
as provided in Clause 4.11, at the date the EQUIPMENT is redelivered at the REDELIVERY
POINT.

4.9 CONTRACTOR may at its sole cost, risk, and expense enter COMPANY's site at which the
EQUIPMENT is located at any reasonable time during COMPANY's normal business hours to
inspect the EQUIPMENT, provided CONTRACTOR agrees entry in advance with COMPANY's
REPRESENTATIVE so as not to disrupt operations. CONTRACTOR, while at COMPANY's site,
shall comply with all COMPANY rules and procedures, including, but not limited to, those relating
to safety and security. COMPANY may, at its sole cost, risk, and expense, witness
CONTRACTOR's inspection of the EQUIPMENT, including any such inspection which may occur
prior to delivery or after redelivery of the EQUIPMENT to CONTRACTOR.

4.10 Not Applicable

4.11 Not Applicable

5.0 CONTRACTOR SHALL INFORM ITSELF FULLY

5.1 Before entering into the MASTER AGREEMENT and each CALL OFF CONTRACTOR shall be
deemed to have satisfied itself as to:-

(a) the extent and nature of the WORK including but not limited to the management,
engineering, design, supervision, PERSONNEL, PLANT, consumables, facilities and all
other things, whether of a temporary or permanent nature, necessary for the proper
performance and completion of the WORK in accordance with the terms hereof and the
relevant CALL OFF (or reasonably to be inferred from the terms hereof or of the relevant
CALL OFF);

(b) the correctness and sufficiency of the sums, rates, and prices stated in Section III
(Contract Payments) and/or the CALL OFF; and

(c) general and local conditions including, site, climatic, sea, other water and weather
conditions, access to the WORKSITE and all other matters which could affect progress or
performance of the WORK and the fitness of the WORK for its or their purpose.

5.2 If, during the performance of the WORK, CONTRACTOR encounters conditions or environmental
criteria which could not reasonably have been foreseen by an experienced contractor,
CONTRACTOR shall take all reasonable steps to mitigate or avoid the impact thereof and may
give notice in accordance with the provisions of Clause 9 (Variations).

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5.3 Any failure by CONTRACTOR to take account of matters which affect the WORK shall not relieve
CONTRACTOR from its obligations under the MASTER AGREEMENT or any CALL OFF or
(subject to Clause 5.2) give rise to an entitlement to a VARIATION.

5.4 COMPANY shall provide to CONTRACTOR all information affecting the WORK which the
CONTRACTOR reasonably requires and requests from COMPANY in order to properly perform
the WORK in accordance with the CONTRACT. CONTRACTOR shall be able to rely on
information provided by COMPANY as being accurate.

6.0 COMPANY REPRESENTATIVE

6.1 COMPANY shall appoint a COMPANY REPRESENTATIVE who shall be authorised to act for
and on behalf of COMPANY in relation to each CALL OFF. COMPANY shall notify
CONTRACTOR as to the identity of such COMPANY REPRESENTATIVE. COMPANY
REPRESENTATIVE shall notify CONTRACTOR of all information, instructions and decisions of
COMPANY made under the provisions of the CALL OFF.

6.2 COMPANY REPRESENTATIVE may delegate any of his duties to one or more individuals, who
shall thereby have authority to act in his place. COMPANY REPRESENTATIVE may at any time
revoke any such delegation but not with retrospective effect. The terms of such delegation, or the
revocation of such delegation, shall be notified to CONTRACTOR in writing.

6.3 CONTRACTOR shall direct all formal communications concerning the CALL OFF to COMPANY
REPRESENTATIVE.

7.0 CONTRACTOR REPRESENTATIVE

7.1 CONTRACTOR shall appoint a CONTRACTOR REPRESENTATIVE who shall be authorised to


act on behalf of CONTRACTOR in relation to each CALL OFF. CONTRACTOR shall notify
COMPANY as to the identity of such CONTRACTOR REPRESENTATIVE (with such person
being first agreed by COMPANY, such agreement not to be unreasonably withheld or delayed).

7.2 During performance of the WORK, CONTRACTOR REPRESENTATIVE (or his delegate) shall be
readily available to discharge his responsibilities in accordance with the CALL OFF. COMPANY
shall direct all formal communications concerning the CALL OFF to CONTRACTOR
REPRESENTATIVE.

7.3 CONTRACTOR shall not substitute or reassign its CONTRACTOR REPRESENTATIVE without
prior APPROVAL as to the choice of a suitable successor in order to minimize any disruption to
the WORK. Such APPROVAL shall not be unreasonably withheld or delayed.

8.0 SCHEDULE

8.1 Within thirty (30) DAYS of the CALL OFF EFFECTIVE DATE, if called upon by COMPANY to do
so, CONTRACTOR shall prepare a preliminary schedule, together with full supporting details, to
COMPANY for review. When APPROVED, such schedule shall become the SCHEDULE.

8.2 CONTRACTOR shall use the SCHEDULE as the basis for progress reporting, planning,
forecasting and controlling performance of the WORK. CONTRACTOR shall continually track
and report against the SCHEDULE to reflect actual progress of the WORK.

8.3 CONTRACTOR shall commence performance of the WORK on the date agreed under the
relevant CALL OFF, and shall proceed with the same with all due diligence, to achieve
COMPLETION of the WORK on or before the SCHEDULED COMPLETION DATE.

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8.4 CONTRACTOR shall at all times afford the WORK the highest priority and shall not assign to any
other work a priority which affects or interferes with the due and timely performance of the WORK
in accordance with the SCHEDULE.

8.5 If, at any time during the course of its performance of the WORK, CONTRACTOR, for any
reason, believes that the WORK, or any part thereof, cannot be completed in accordance with the
SCHEDULE, CONTRACTOR shall promptly notify COMPANY in writing of such possible delay
and specify the following:-

(a) the cause of the delay;


(b) the effect on the SCHEDULE; and
(c) the remedial action considered appropriate to mitigate the delay.

8.6 Without prejudice to Clause 8.5, if in COMPANY'S sole opinion CONTRACTOR'S progress is
inadequate or CONTRACTOR fails to comply with the SCHEDULE, COMPANY shall notify
CONTRACTOR, if the notification proves to be well founded, of such inadequacy in writing and
CONTRACTOR shall, at CONTRACTOR'S sole expense, immediately take such action,
necessary to comply with the requirements of the SCHEDULE.

8.7 CONTRACTOR shall use its best endeavours at its own cost to mitigate the impact of any
changes to the sequencing of activities on the SCHEDULE. For the avoidance of doubt, changes
in scheduling of non-critical path items and the cumulative effect of changes to schedule and/or
WORK shall not be the subject of a VARIATION under Clause 9.0 (Variations) unless the
conditions for a VARIATION under Clause 9.0 (Variations) have been met.

9.0 VARIATIONS

9.1 COMPANY shall have the right to order any VARIATION which must be instructed by the
COMPANY REPRESENTATIVE (or his delegate) in writing, such instruction must be confirmed in
writing by CONTRACTOR prior to execution of said VARIATION.

9.2 Upon receipt of an instruction pursuant to Clause 9, where CONTRACTOR believes the
VARIATION shall impact on the CALL OFF PRICE and/or the SCHEDULE, CONTRACTOR shall
promptly provide all necessary documentation to COMPANY REPRESENTATIVE to substantiate
such impact. Notwithstanding that agreement may not have been reached as to such impact,
CONTRACTOR shall, if so requested in writing by COMPANY, implement it and proceed
diligently with performance of the VARIATION, in the case of an emergency situation/event or
safety related issues.

9.3 In the event that CONTRACTOR considers that an occurrence has taken place for which it is
entitled to receive a VARIATION or that it is in receipt of any document or instruction which
constitutes a VARIATION, it shall promptly provide all necessary documentation to COMPANY
REPRESENTATIVE to substantiate the existence of a VARIATION and the impact thereof on the
CALL OFF PRICE and/or the SCHEDULE. Any request for a VARIATION must be notified in
writing to COMPANY within seven (7) DAYS of the occurrence or the receipt of such document or
instruction, as the case may be, failing which no VARIATION shall be permitted in respect of the
relevant occurrence document or instruction. Notwithstanding that agreement may not have been
reached as to whether such occurrence document or instruction constitutes a VARIATION or on
the impact thereof, CONTRACTOR shall, if so requested in writing by COMPANY, implement it
and proceed diligently with performance thereof.

9.4 Upon receipt of substantiation satisfactory to COMPANY, COMPANY shall confirm in writing to
CONTRACTOR the effects of such VARIATION (if any) on the SCHEDULE and/or CALL OFF
PRICE.

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9.5 Pending agreement of the effect of the VARIATION (if any) on the SCHEDULE and/or CALL OFF
PRICE, and without prejudice to the rights of the respective PARTIES, and if Section III (Contract
Payment) and Attachment C of the applicable CALL OFF do not contain applicable rates or the
said rates are inappropriate or not directly applicable to the VARIATION in question, COMPANY
shall determine the reasonable basis for adjustment taking due consideration of the VARIATION.

9.6 Changes to the general pricing structure and/or rates, variations beyond the general scope of
WORK under a CALL OFF, and/or changes to the terms of the CONTRACT shall not be the
subject of a VARIATION and shall only be authorised by the issue of an AMENDMENT.

10.0 CONTRACT PAYMENT AND INVOICING

10.1 In consideration of the performance and completion of the WORK in accordance with the terms of
a CALL OFF, COMPANY shall pay or cause to be paid to CONTRACTOR the amounts specified
in Section III (Contract Payments), as may be amended or supplemented by the terms of the
CALL OFF, at the times and in the manner specified therein. The CALL OFF PRICE, except as
otherwise expressly provided in the CALL OFF, shall be CONTRACTOR'S full compensation for
all costs whatsoever for complete performance of the WORK and for compliance with all terms
and conditions of the CONTRACT.

10.2 CONTRACTOR shall submit to COMPANY on a monthly basis, or such other basis as agreed, an
invoice with supporting summary schedules. Each invoice shall be prepared in accordance with
the provisions of Clause 23 (Taxes and Duties) and Section VI (Project Coordination Procedures)
and Attachment E of the applicable CALL OFF (Call Off Project Coordination Procedures). All
invoices in respect of monies due to CONTRACTOR in connection with a CALL OFF must be
submitted to COMPANY within one hundred and eighty (180) DAYS of completion of the WORK
or termination of the CALL OFF. If CONTRACTOR, upon receipt of all required information
necessary for invoicing by COMPANY and timely request for such information made by
CONTRACTOR, fails to submit its final invoice within the said one hundred and eighty (180) DAY
period, CONTRACTOR'S rights to receive further payment from COMPANY and COMPANY'S
obligations to make further payments to CONTRACTOR shall be extinguished.

10.3 In the event that payments to be made under the CONTRACT attract local or national SALES
TAX, the proper amount of such tax shall be shown as a separate item on the invoice and shall
be added to the CONTRACT prices and rates as appropriate.

10.4 If COMPANY fails to make payment to CONTRACTOR within sixty (60) DAYS of receipt of an
invoice prepared and submitted in accordance with this Clause 10.0, CONTRACTOR shall be
entitled to claim interest on the amount outstanding at the rate of three percent (3%) per annum
over the British Banking Association (BBA) three (3) months USD LIBOR rate currently in force as
published daily by the BBA (www.bba.org.uk) from the date payment was due until the date paid
by COMPANY.

10.5 If COMPANY disputes any items on any invoice, in whole or in part (including whether any
SALES TAX is properly charged), or if the invoice is prepared or submitted incorrectly in any
respect, COMPANY shall notify CONTRACTOR of the reasons and request CONTRACTOR to
issue a credit note for the disputed amount of the invoice as applicable. Upon receipt of such
credit note, COMPANY shall be obliged to pay the undisputed part of a disputed invoice. On
settlement of any dispute, CONTRACTOR shall submit an invoice for sums due and COMPANY
shall make the appropriate payment in accordance with the provisions of Section III (Contract
Payments).

10.6 Neither the presentation nor payment nor non-payment of an individual invoice nor issuance of a
credit note shall constitute a settlement of a dispute, an accord, satisfaction, a remedy of account
stated, or otherwise waive or affect the rights of the PARTIES hereunder. In particular,

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COMPANY may correct or modify any sum previously paid in any or all of the following
circumstances:

(a) any such sum was incorrect; or

(b) any such sum was not properly payable to CONTRACTOR.

10.7 COMPANY shall have the right to offset monies owed to COMPANY by CONTRACTOR under
any CALL OFF against payments due to CONTRACTOR by COMPANY under that or, if agreed
with CONTRACTOR, any other CALL OFF. CONTRACTOR shall pay to COMPANY within thirty
(30) DAYS of receipt of an invoice any sums outstanding after such right of offset has been
applied. Prior to exercising such right of offset, COMPANY shall provide CONTRACTOR
reasonable supporting documentation in respect of such offset. COMPANY shall not be entitled
to withhold monies due to CONTRACTOR under any other contracts with COMPANY as set off
against debts owed by CONTRACTOR to COMPANY under any CALL OFF nor shall it be
entitled to withhold monies due under any CALL OFF as set off against monies due under any
other contract. CONTRACTOR shall pay to COMPANY within thirty (30) DAYS of receipt of an
invoice any sums outstanding after such right of offset has been applied.

11.0 REMEDY OF DEFECTS

11.1 If DEFECTS in the WORK are discovered by CONTRACTOR or otherwise brought to the
attention of CONTRACTOR by COMPANY during the performance of WORK, CONTRACTOR
shall be responsible for remedying such DEFECTS at its own cost and/or for the cost of having
such DEFECTS remedied in accordance with this Clause 11.0. CONTRACTOR'S obligation to
remedy DEFECTS shall include but not be limited to the provision of third party services,
including transportation, accommodation and other ancillary or support services.

In all events CONTRACTOR'S liability for DEFECTS shall be limited to the remedies available in
this clause 11.0, including but not limited to the replacement of the EQUIPMENT (subject to the
availability of such EQUIPMENT) within fourteen (14) DAYS (or such other period as may be
agreed by the PARTIES), from the date on which the DEFECT was first identified by COMPANY
or by CONTRACTOR.

11.2 If Clause 11.1 applies then CONTRACTOR shall, forthwith upon discovery of any DEFECT or
upon receiving written notification from COMPANY specifying any DEFECT, remedy the same at
its own expense by rectifying defective work and/or replacing or repairing the DEFECT as
required by COMPANY ("remedial work").

11.3 Not used


11.4 The warranties contained in Clause 4.0 (Performance of the Work) and the remedies contained in
this Clause 11.0 shall apply mutatis mutandis to any remedial work performed pursuant to this
Clause 11.0 for a period of thirty (30) DAYS from the date of completion of such remedial work
and shall be referred to as the WARRANTY PERIOD. Any extension to the relevant CALL OFF
due to the re-performance of the repair or remedy of the DEFECT by CONTRACTOR hereunder
shall cumulatively be limited to fourteen (14) DAYS or such other period as may be agreed by the
PARTIES.

11.5 a) In the event of non-availability of the EQUIPMENT due to a DEFECT resulting in suspension of
the WORK, CONTRACTOR shall be given up to a maximum of forty-eight (48) hours cumulatively
per calendar month, subject to the provisions of Clauses 4.0 and 11.0, to remedy the DEFECT.
COMPANY shall cease to be liable to pay the applicable amounts for equipment and personnel
as specified under the relevant CALL OFF beyond the forty-eight (48) hours until the
EQUIPMENT is certified for safe operation. In the event the same DEFECT(s) in the WORK are
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discovered by CONTRACTOR or otherwise brought to the attention of CONTRACTOR by


COMPANY during the WARRANTY PERIOD, COMPANY shall immediately cease to be liable to
pay the applicable amounts for equipment and personnel as specified under the relevant CALL
OFF until the EQUIPMENT is certified for safe operation.
 
b) In the event the non-availability of the EQUIPMENT exceeds one hundred and twenty (120)
consecutive hours this may be regarded by COMPANY as a MATERIAL DEFAULT and a basis
for TERMINATION of the CALL OFF in accordance with the provisions of Clause 31.1.

c) In the event of non-availability due to replacement of PERSONNEL, CONTRACTOR shall be


given up to a cap of 24 hours cumulative per calendar month for the replacement of such
PERSONNEL, thereafter such non-availability shall be treated as a DEFECT in line with clause
11.5 (a). COMPANY shall cease to be liable to pay the applicable amounts for equipment and
personnel as specified under the relevant CALL OFF.

d) Notwithstanding the provisions of Clauses 4.0 and 11.0, CONTRACTOR shall be granted a
maximum of two (2) hours per day for daily maintenance of the EQUIPMENT, to be scheduled
subject to the joint agreement of both CONTRACTOR and COMPANY.

12.0 PERMITS AND LICENCES

12.1 CONTRACTOR shall obtain and maintain, at its own risk and expense, such authorisations,
permits, and licences as may be necessary for the performance of the WORK and which are
required to be obtained and maintained in CONTRACTOR'S name. COMPANY shall, if so
requested in writing by CONTRACTOR, use reasonable endeavours to assist CONTRACTOR to
obtain and maintain the said authorisations, permits, and licences. CONTRACTOR shall, if so
requested in writing by COMPANY, use all reasonable endeavours to transfer all such
authorisations, permits, and licences as it may have obtained in connection with the performance
of the WORK into COMPANY'S name.

12.2 COMPANY shall obtain and maintain at its expense, all authorisations, permits, and licenses as
may be necessary for the performance of the WORK and which are required to be obtained and
maintained in COMPANY'S name.

13.0 INDEPENDENT CONTRACTOR

CONTRACTOR is an independent contractor and as such shall control the performance of the
WORK and shall be responsible for the results. The presence of and the observation, inspection
and/or approval of the WORK by COMPANY at the WORKSITE shall not relieve CONTRACTOR
from its obligations and responsibilities under the CONTRACT. Neither CONTRACTOR, nor
SUBCONTRACTORS, nor any PERSONNEL shall be authorized to commit COMPANY to any
binding legal obligation.

14.0 CONTRACTOR PERSONNEL

14.1 CONTRACTOR shall provide sufficient PERSONNEL at all times to ensure performance of the
WORK in accordance with the provisions of the CALL OFF.

14.2 All PERSONNEL employed on the WORK shall be competent, properly qualified, skilled and
experienced appropriate to their respective roles. CONTRACTOR shall verify all relevant
qualifications of PERSONNEL.

14.3 KEY PERSONNEL shall not be removed or replaced without prior APPROVAL, which shall not be
unreasonably withheld or delayed. Any replacement shall work with the person to be replaced for
a reasonable handover period at no additional cost to COMPANY. KEY PERSONNEL shall be

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assigned solely to the WORK. Notwithstanding the foregoing, CONTRACTOR may replace KEY
PERSONNEL without prior APPROVAL in the event of illness, injury or other incapacity of KEY
PERSONNEL provided it shall as soon as practicable thereafter obtain APPROVAL.

14.4 CONTRACTOR shall ensure that KEY PERSONNEL and supervisory PERSONNEL shall be
capable of communicating effectively and clearly in the English language.

14.5 CONTRACTOR shall be solely responsible for and shall meet all costs incurred in connection
with the employment and administration of PERSONNEL, local or otherwise, together with all
necessary and routine medical services, skills training, safety training and all other matters
relating thereto, including making all travel arrangements (including reservations, onshore
transport, lodging, maintenance and other necessary administrative and logistical requirements),
obtaining all necessary passports, work permits and visas (and renewals thereof) in accordance
with the requirements of all applicable laws, rules, regulations and decrees of any AUTHORITY.
CONTRACTOR shall maintain full and up to date records of all PERSONNEL and shall make
such records available to COMPANY if or when required.

14.6 CONTRACTOR shall ensure that all PERSONNEL comply with applicable laws, rules, and
regulations including immigration laws and, where required, are in possession of a valid work
permit for the duration of their assignment. Work permits, as required for PERSONNEL, shall be
made available to COMPANY prior to the employee being engaged in the WORK.

14.7 CONTRACTOR shall replace any PERSONNEL, at no additional cost to COMPANY, whose
presence is regarded by COMPANY as detrimental to COMPANY'S interests at any WORKSITE.
CONTRACTOR shall remove forthwith such PERSONNEL and shall provide a suitable
replacement for any such PERSON within three (3) DAYS or such longer time as may be
reasonably agreed by COMPANY.

14.8 CONTRACTOR shall advise PERSONNEL of those conditions contained in the CALL OFF which
are relevant to such PERSONNEL'S involvement in the WORK.

14.9 PERSONNEL shall remain the responsibility of CONTRACTOR but when working at any
COMPANY facility, PERSONNEL shall be subject to all administrative and safety regulations and
arrangements applicable to COMPANY'S own employees and/or the employees at any
COMPANY facility, and CONTRACTOR must take all necessary steps to ensure compliance with
such regulations and arrangements.

15.0 PERSONNEL RELATIONS

15.1 CONTRACTOR shall be responsible for the management of PERSONNEL and for relations with
any organisations representing them. CONTRACTOR shall manage employee relations by
establishing policies and procedures and anticipating problems rather than reacting to difficulties
as they arise.

15.2 CONTRACTOR shall be fully responsible for the maintenance of orderly and productive relations
with PERSONNEL.

15.3 CONTRACTOR shall maintain close liaison with COMPANY on all employee relations matters
that may directly or indirectly affect the WORK.

15.4 On the outbreak of any industrial dispute or indication of a potential dispute involving
PERSONNEL, CONTRACTOR shall forthwith give details thereof to COMPANY and shall consult
COMPANY before taking action.

15.5 CONTRACTOR shall impose on SUBCONTRACTORS the same obligations as are described in
Clause 14.0 (Contractor Personnel) and this Clause 15.0 and shall ensure compliance therewith.
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15.6 CONTRACTOR shall meet regularly with COMPANY to review industrial relations matters
(whether as part of a general progress meeting or otherwise). SUBCONTRACTORS shall attend
these meetings if required by COMPANY.

16.0 ACCESS AND CO-OPERATION

16.1 CONTRACTOR shall ensure that COMPANY and its employees and agents shall have free and
uninterrupted access to the WORKSITE at all times. At COMPANY'S request, this access shall
be extended to CO-VENTURERS and OTHER CONTRACTORS and its and their employees and
agents. CONTRACTOR shall be entitled to require such PERSONS to comply with any rules and
regulations in force at the WORKSITE at the time of the visit and shall be entitled to eject or to
refuse entry to any PERSON failing so to comply.

16.2 CONTRACTOR shall liaise, co-operate with and afford all reasonable facilities and assistance to
COMPANY, CO-VENTURERS, OTHER CONTRACTORS, and its and their employees and
agents.

17.0 LOCAL CONTENT

CONTRACTOR shall provide the level of Local Content specified in Section VIII (Local Content)
or as agreed under any relevant CALL OFF or VARIATION. Failure to meet these levels or to
satisfy COMPANY with regard to the provision of Local Content may be regarded as a
MATERIAL DEFAULT and a basis for termination of the MASTER AGREEMENT and/or any
CALL OFF in accordance with the provisions of Clause 31.0 (Termination).

18.0 HEALTH, SAFETY, SECURITY AND ENVIRONMENTAL REQUIREMENTS

18.1 COMPANY places prime importance on health, safety, security, and environmental (HSSE)
issues and requires that CONTRACTOR and SUBCONTRACTORS subscribe to and actively
pursue the highest standards of HSSE performance.

18.2 CONTRACTOR shall observe and comply with the principles and requirements of Section IV
(Health, Safety, Security, And Environment). In respect of each CALL OFF, at COMPANY'S
request CONTRACTOR shall prepare a comparative analysis between CONTRACTOR'S
management systems in respect of HSSE and the requirements set forth in Section IV (Health,
Safety, Security And Environment). CONTRACTOR'S comparative analysis shall identify any
gaps or differences between CONTRACTOR'S management systems in respect of HSSE and the
requirements set forth in Section IV. Interfaces between the management systems of COMPANY
and CONTRACTOR under a CALL OFF shall be bridged by an agreed bridging document.
Failure of CONTRACTOR to meet these requirements or to satisfy COMPANY with regard to the
control of HSSE may be regarded as a MATERIAL DEFAULT and a basis for termination of the
MASTER AGREEMENT and any or all CALL OFFS in accordance with the provisions of
Clause 31.0 (Termination).

18.3 CONTRACTOR shall be responsible for ensuring that all PERSONNEL understand and operate
in accordance with the principles and requirements of Section IV (Health, Safety, Security And
Environment) and each CALL OFF, Attachment F (Health, Safety, Security And Environment).

19.0 TECHNICAL INFORMATION

19.1 COMPANY shall provide TECHNICAL INFORMATION relevant to each CALL OFF at no cost to
CONTRACTOR.

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19.2 Without prejudice to Clause 5.0 (Contractor Shall Inform Itself Fully), CONTRACTOR shall, within
fourteen (14) DAYS of receipt, review all TECHNICAL INFORMATION that pertains to any CALL-
OFF and promptly notify COMPANY of any errors, omissions and inconsistencies, if noticed by
CONTRACTOR. Upon receipt of such notice, COMPANY shall provide CONTRACTOR with
instructions as to how to proceed. Any errors, omissions and inconsistencies in TECHNICAL
INFORMATION discovered thereafter shall be the subject of a VARIATION, unless otherwise
agreed in writing by the PARTIES and COMPANY shall have no liability to CONTRACTOR in that
respect.
20.0 PLANS

20.1 CONTRACTOR shall supply to, or make available for inspection by, the COMPANY
REPRESENTATIVE, either at COMPANY'S offices or CONTRACTOR'S premises, the PLANS
required by the CONTRACT within the periods stated therein. When compiling PLANS,
CONTRACTOR shall take cognisance of all relevant TECHNICAL INFORMATION.
CONTRACTOR shall ensure that the information in all PLANS shall be accurate and in
accordance with TECHNICAL INFORMATION, if relevant, and the requirements of the CALL
OFF. After the PLANS have been issued for inspection as required by this Clause 20.1, the
PLANS (including any revisions required hereunder) shall not be modified or departed from
unless such actions are APPROVED.
20.2 CONTRACTOR shall submit to the COMPANY REPRESENTATIVE for review and comment
such PLANS as the COMPANY REPRESENTATIVE may reasonably require within the time
period all as specified in the Section II (General Scope Of Work). Within fourteen (14) DAYS or
by any other time that may be agreed by the PARTIES after receiving such PLANS the
COMPANY REPRESENTATIVE shall signify APPROVAL or otherwise, but no such APPROVAL
shall relieve CONTRACTOR of its obligations under the CALL OFF.

20.3 CONTRACTOR shall be responsible for any DEFECTS in the PLANS, irrespective of any
APPROVAL. CONTRACTOR shall at its own expense correct the plant and carry out any
alterations or remedial work necessary by reason of such DEFECTS.
20.4 CONTRACTOR shall retain one set of PLANS at each WORKSITE. COMPANY shall have the
right at all reasonable times to inspect all PLANS at any WORKSITE.

21.0 QUALITY AND INTEGRITY MANAGEMENT

CONTRACTOR shall observe and comply with the requirements of Section V (Quality and
Integrity Management) in relation to the performance of the WORK. In respect of each CALL
OFF, at COMPANY'S request CONTRACTOR shall prepare a comparative analysis between
CONTRACTOR'S management systems in respect of Quality and Integrity Management and the
requirements set forth in Section V (Quality and Integrity Management). CONTRACTOR'S
comparative analysis shall identify any gaps or differences between CONTRACTOR'S
management systems in respect of Quality and integrity Management and the requirements set
forth in Section V. Interfaces between the management systems of COMPANY and
CONTRACTOR under a CALL OFF shall be bridged by an agreed bridging document. Failure of
CONTRACTOR to meet these requirements or to satisfy COMPANY with regard to providing
assurance on Quality and Integrity Management may be regarded as a MATERIAL DEFAULT
and a basis for termination of the MASTER AGREEMENT and/or any CALL OFFS in accordance
with the provisions of Clause 31.0 (Termination).

22.0 OPERATIONAL AND TECHNICAL INTEGRITY REVIEWS


22.1 CONTRACTOR shall maintain true and complete records of all its operations under or relevant to
each CALL OFF, and COMPANY shall at all times have complete access to all such records and
other data. CONTRACTOR shall at all times keep COMPANY fully informed regarding the
progress and performance of the WORK. CONTRACTOR shall deliver written reports and data
to COMPANY in relation to the WORK, as and when requested by the COMPANY
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REPRESENTATIVE. CONTRACTOR shall retain all such records for a minimum of seventy two
(72) months from the end of the calendar year in which COMPLETION occurs or the relevant
CALL OFF is terminated.

22.2 CONTRACTOR shall supply to, or make available for inspection by, the COMPANY
REPRESENTATIVE, either at COMPANY'S offices or CONTRACTOR'S premises, all such data,
statistics, drawings, specifications, sketches, calculations, log books, manuals, maintenance
records and other technical information as may be required by COMPANY regarding
CONTRACTOR'S performance of each CALL OFF.

23.0 TAXES AND DUTIES


23.1 CONTRACTOR shall be solely responsible for and shall bear and pay all TAXES CONNECTED
WITH the WORK assessed or imposed on CONTRACTOR (including without limiting the
foregoing TAXES CONNECTED WITH PERSONNEL) and shall fulfil all administrative and
registration and de-registration requirements, maintain proper accounting records, and properly
file all necessary documents. CONTRACTOR shall comply with all applicable laws, regulations
and directives concerning all legal, company or branch office tax registration and de-registration
requirements. CONTRACTOR shall procure that each SUBCONTRACTOR shall bear and pay all
TAXES CONNECTED WITH the WORK assessed or imposed upon such SUBCONTRACTOR
(including without limiting the foregoing TAXES CONNECTED WITH PERSONNEL) and that
such SUBCONTRACTOR shall fulfil all administrative and registration and de-registration
requirements, maintain proper accounting records, and properly file all necessary documents.

23.2 CONTRACTOR hereby INDEMNIFIES and undertakes to keep COMPANY GROUP


INDEMNIFIED from and against all CLAIMS/LOSSES whatsoever CONNECTED WITH any
assessment or imposition made in respect of all or any TAXES upon CONTRACTOR or any
SUBCONTRACTOR CONNECTED WITH the WORK together with any costs of compliance.
COMPANY may offset any amounts due from, CONTRACTOR under this indemnity from any
payments COMPANY is due to make to CONTRACTOR under this CONTRACT.

23.3 CONTRACTOR shall, upon request, supply, and shall procure that SUBCONTRACTORS supply
to COMPANY, such information (including documentary information) CONNECTED WITH the
WORK as may be required by COMPANY for any of the following purposes:
(a) to enable COMPANY to comply with the lawful demand or requirement for such information
by any AUTHORITY;

(b) to enable COMPANY to conduct, DEFEND, negotiate, or settle any CLAIM/LOSS relating
to TAXES, whether or not such CLAIM/LOSS shall have become the subject of arbitration
or judicial proceedings; or

(c) to enable COMPANY to make any application (including, but without limitation, any
CLAIM/LOSS for any allowances or relief) or representation CONNECTED WITH, or to
contest any assessment on, or liability of COMPANY to any TAXES.
23.4 The obligations of CONTRACTOR set forth in Clause 23.3 above for each CALL OFF shall
subsist for a period of one hundred and twenty (120) months (or such longer period as any
applicable law may require) from the date of APPROVAL of CONTRACTOR's final
invoice/statement of account in respect of the WORK. CONTRACTOR shall retain and shall
ensure that SUBCONTRACTORS retain, all information and documents CONNECTED WITH its
activities under or pursuant to the CONTRACT as shall enable CONTRACTOR to comply with its
above obligations.

23.5 Where, under the provisions of any laws, regulations or directives for the time being in force,
COMPANY is required to deduct any amount, whether as TAX or howsoever called, COMPANY

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shall without further notification to CONTRACTOR deduct the specified amount from any amount
payable to CONTRACTOR. COMPANY shall pay over or deal with any amount so deducted in
accordance with the provisions of the relevant laws or regulations providing for the deductions.
Where COMPANY makes any such deduction or withholding, COMPANY shall, within a
reasonable time upon receipt of the official receipt(s), or other satisfactory verification in respect
of such deduction or withholding from the relevant authority, submit same to CONTRACTOR.
Upon expiry of the relevant year of withholding, CONTRACTOR shall advise COMPANY of any
official receipt(s) which remain outstanding for the aforesaid period whereupon COMPANY shall
either provide satisfactory verification documentation evidencing payment of such deduction or
shall provide the official receipt(s) if received by COMPANY.

23.6 In the event CONTRACTOR claims to be exempted from any statutory deductions, it shall inform
COMPANY and provide any necessary documentation to support its case, including a valid
certificate of exemption from the relevant AUTHORITY, if applicable. COMPANY shall proceed to
deduct taxes as required by law, until the provision of such exemption certificate by
CONTRACTOR.

23.7 CONTRACTOR is deemed to have taken into account, in its rates, sums, and prices contained in
Clause 10 (Contract Payment and Invoicing) all TAXES other than SALES TAXES which may be
applicable to payments made hereunder. For the avoidance of doubt rates shall not be increased
for any TAXES other than SALES TAXES.
23.8 CONTRACTOR shall be responsible for obtaining all the necessary customs clearances, or other
governmental authorizations required for moving PERSONNEL, PLANT and EQUIPMENT into
and out of any jurisdiction. COMPANY will, if so requested by the CONTRACTOR, assist
CONTRACTOR to the extent reasonably necessary with regard to the obtaining of import
assistance, or other governmental authorizations required for moving PERSONNEL, PLANT and
EQUIPMENT into and out any jurisdiction.
23.9 CONTRACTOR shall import or export PLANT and EQUIPMENT in compliance with any and all
applicable laws and regulations, including any mandatory security guidelines or policies
applicable in each jurisdiction where such import and/or export activity occurs. CONTRACTOR
shall be solely responsible for and shall bear and pay all CUSTOMS DUTIES (and any fines,
penalties and interest thereon) and for all import and/or export declarations CONNECTED WITH
the WORK. CONTRACTOR will make use of duty preference and duty relief programmes if the
imported products are eligible, and shall comply with all requirements of said programmes,
including the timely submission of accurate supporting documentation and re-export of the
relevant items if appropriate. In situations where COMPANY holds a license, permit or exemption
pursuant to a duty preference or relief programme that is allowable when COMPANY is
consignee, CONTRACTOR shall use reasonable care to inquire about, identify and use any such
license, program or permit.

23.10 Where the CONTRACT requires COMPANY or any member of COMPANY GROUP to import or
export PLANT or EQUIPMENT, CONTRACTOR shall assist COMPANY to comply with any and
all applicable laws and regulations, including any mandatory security guidelines or policies
applicable in each jurisdiction where such import and/or export activity occurs, obtaining of import
assistance, or other governmental authorizations required for moving PLANT or EQUIPMENT
into and out of any jurisdiction. CONTRACTOR shall provide any and all such information
(including copies of documentary information) as is necessary or deemed necessary by
COMPANY to ensure compliance with the aforementioned laws, regulations, guidelines, and
policies. If as a result of CONTRACTOR'S act or omission COMPANY or any member of
COMPANY GROUP incurs CUSTOMS DUTIES, including fines, penalties and interest, or other
costs which otherwise would not have been due, CONTRACTOR shall indemnify and keep
indemnified COMPANY or such member of COMPANY GROUP in respect of such CUSTOMS
DUTIES and fines, penalties and interest. All costs arising in connection with the import and/or
export of EQUIPMENT and/or consumable materials for use in connection with the WORKS shall
be for the account of the CONTRACTOR.
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23.11 CONTRACTOR shall submit to COMPANY a SALES TAX INVOICE for any payments due under
the CONTRACT which shall properly account for and include and itemise all such SALES
TAXES and COMPANY shall pay such SALES TAXES in compliance with the applicable laws.
CONTRACTOR shall pay over to the relevant AUTHORITIES any amounts of SALES TAX
properly invoiced in accordance with the relevant law and regulations in force at the time of
making the supply. COMPANY shall be entitled to withhold any payments due under the
CONTRACT until such time as COMPANY receives a valid SALES TAX INVOICE.

23.12 If CONTRACTOR and COMPANY do not agree as to the SALES TAX due in respect of any
payment hereunder, Clause 10.5 (Contract Payment and Invoicing) shall apply and
CONTRACTOR shall seek a written ruling from the relevant AUTHORITY, disclosing all relevant
information necessary to enable the AUTHORITY to rule as to the SALES TAX liability in respect
of such payment. COMPANY shall have the right to review and approve all documentation to be
submitted to the AUTHORITY for such purpose prior to submission. A copy of the resultant
ruling shall be disclosed by the CONTRACTOR to COMPANY.

23.13 If as a result of enquiries by an AUTHORITY the PARTIES become aware of a SALES TAX
adjustment then the CONTRACTOR within thirty (30) days issue a SALES TAX INVOICE.
CONTRACTOR will promptly pay to the COMPANY any amount overpaid, and the COMPANY
will pay to the CONTRACTOR any amount underpaid.

23.14 If any PARTY is entitled to payment of any costs or expenses by way of reimbursement or
indemnity, the payment must exclude any part of that cost or expense which is attributable to
SALES TAX for which that PARTY or the Representative Member of any SALES TAX Group of
which that PARTY is a Member is entitled to an Input Tax Credit.

23.15 CONTRACTOR shall, in relation to the performance of this CONTRACT, apply all tax benefits,
reductions and reliefs by all legally available means conferred by applicable legislation and
applicable double tax conventions, and CONTRACTOR shall procure that
SUBCONTRACTORS shall also seek to apply such legally available reductions, benefits and
reliefs.

23.16 CONTRACTOR shall immediately inform COMPANY of any change in the tax status of
CONTRACTOR, including without limitation, CONTRACTOR’S tax residence, domicile,
permanent establishment, tax nexus, tax registration or otherwise. COMPANY shall be entitled
to vary the administration of the CONTRACT as required by law as a consequence thereof.
COMPANY shall be under no obligation to compensate CONTRACTOR for additional TAXES
arising as a consequence thereof.
24.0 ASSIGNMENT

24.1 CONTRACTOR shall not assign, novate or transfer its rights or obligations under the CONTRACT
or any part thereof or any benefit or interest therein without prior APPROVAL.

24.2 COMPANY may not at any time assign, novate or transfer its rights or obligations under the
CONTRACT in whole, or in part, to a CO-VENTURER or an AFFILIATE of COMPANY without
CONTRACTOR'S consent, such consent shall not to be unreasonably withheld.

24.3 COMPANY may at any time and from time to time assign, novate or transfer its rights or
obligations under the CONTRACT in whole, or in part, to a third party, provided that the prior
written consent of CONTRACTOR is obtained, such consent shall not be unreasonably withheld.

24.4 The PARTIES agree that, in the event of an assignment, novation or transfer as described herein,
they shall execute without delay a formal Agreement, specifying the date of the assignment,
novation or transfer of interest, to be effective on the written assumption by the transferee of all
obligations of the transferor under the CONTRACT.
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25.0 SUBCONTRACTING

25.1 CONTRACTOR shall not subcontract the whole of the WORK. CONTRACTOR shall not
subcontract any part of the WORK without prior notification to COMPANY. COMPANY shall have
the right to object however such approval shall not be unreasonably withheld. CONTRACTOR
shall be responsible for the acts or omissions of any SUBCONTRACTOR as fully as if they were
the acts or omissions of CONTRACTOR.

25.2 Not Applicable.

25.3 The CONTRACTOR shall ensure that each SUBCONTRACT shall provide inter alia:-

(a) Not Applicable

(b) Not Applicable

(c) Not Applicable

(d) for insurance to be procured by the SUBCONTRACTOR in terms consistent with the
provisions of Clause 29.0 (Insurance);

(e) for rights of audit in terms consistent with the provisions of Clause 26.0 (Audit Rights) which
shall be exercisable by COMPANY, CO-VENTURERS and their authorised representatives;
and

(f) for obligations equivalent to those in Clauses 18, 32, 33, 34, 37, 39, 40 and 45.

25.4 In respect of the WORK performed or the goods, materials or equipment supplied by any
SUBCONTRACTOR, if such SUBCONTRACTOR has undertaken towards CONTRACTOR any
continuing obligation, CONTRACTOR shall, at the completion of the WORK, notify COMPANY of
the continuing obligation and, at the request of COMPANY, shall assign to COMPANY the benefit
of that obligation for its unexpired duration.

25.5 COMPANY may notify CONTRACTOR in writing that it requires the CONTRACTOR to assign or
novate any or all SUBCONTRACTS to COMPANY. Following receipt of such notice,
CONTRACTOR shall assign or novate such SUBCONTRACTS to COMPANY forthwith.

26.0 AUDIT RIGHTS

26.1 COMPANY, CO-VENTURERS and/or their authorised representatives shall have the right at their
own expense to inspect and audit any of CONTRACTOR'S records, including data stored on
computers, books, personnel records, accounts, correspondence, memoranda, receipts,
vouchers and other papers of every kind in connection with the WORK and all transactions
related thereto as may be necessary in the opinion of COMPANY to verify that the requirements
of the CALL OFF are being met and shall have access to all information relating to the rates and
prices as may reasonably be required to verify payments made to or by CONTRACTOR under or
pursuant to the CALL OFF.

26.2 Such inspections and audits may be carried out by COMPANY, CO-VENTURERS and/or their
authorised representatives in respect of any CALL OFF at any time from the MASTER
AGREEMENT COMMENCEMENT DATE until expiry of seventy two (72) months from the end of
the calendar year in which COMPLETION occurs or such CALL OFF is terminated. COMPANY
and/or CO-VENTURERS shall use all reasonable endeavours to conduct any such inspections
and audits in a manner which shall result in a minimum of inconvenience to CONTRACTOR.

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26.3 CONTRACTOR shall cooperate fully in the conduct of such inspections and audits and
COMPANY, CO-VENTURERS, and their authorised representatives shall have the right to
reproduce and retain copies of any of the records specified in Clause 26.1. Any amounts found
as a result of such inspections and audits to have been overcharged or undercharged by
CONTRACTOR shall be repayable to or by COMPANY. Any amounts as described in this sub-
clause as payable to or by COMPANY may be invoiced in accordance with the terms of Clause
10, Contract Payment and Invoicing. Any payments due to COMPANY which are not paid on a
timely basis may be treated as amounts owed to COMPANY for purposes of Clause 10.7.

26.4 COMPANY shall have the right to inspect and audit the make-up and content of agreed lump sum
amounts, including but not limited to, lump sums, unit rates, lump sum change orders, mark-up of
rates, or multipliers in accordance with the provisions of Clause 26.1. The scope of any such
audit of agreed lump sum amounts by COMPANY shall be limited to the inspection and audit
relating to:-

(a) any conflict of interest or fraudulent activity;

(b) any duplicate recovery of reimbursable cost items;

(c) reviews undertaken for the proper evaluation of any VARIATIONS; or

(d) compliance of CONTRACTOR'S or SUBCONTRACTORS' performance with the terms


and conditions of the CALL OFF.

COMPANY and CONTRACTOR agree, however, such agreed lump sum amounts, including, but
not limited to, lump sums, unit rates, lump sum change orders, mark-up of rates, or multipliers are
not subject to audit for any other purpose other than those expressly set forth above and are
intended to be binding on CONTRACTOR and on COMPANY and accordingly may include
contingency for overruns of their component costs which may or may not be realized by
CONTRACTOR. No settlement shall be required to be paid to COMPANY for any amount by
which such agreed lump sum amounts are determined to be overstated when compared to the
actual cost of its component parts or to the extent that such agreed lump sum amounts contain an
element for contingency.

27.0 LIABILITY AND INDEMNITY


27.1 CONTRACTOR'S General Indemnity Obligations

27.1.1 CONTRACTOR shall INDEMNIFY COMPANY GROUP from and against all
CLAIMS/LOSSES for the following if CONNECTED WITH the performance of the WORK:

(a) all injuries to, deaths, or illnesses of persons in CONTRACTOR GROUP;

(b) all damages to or losses of property of CONTRACTOR GROUP, subject to


Clauses 4.10 and 4.11,

even if caused by the NEGLIGENCE/FAULT of COMPANY GROUP or any other


PERSON.

27.1.2 CONTRACTOR shall INDEMNIFY COMPANY GROUP from and against all
CLAIMS/LOSSES for the following if CONNECTED WITH the performance of the WORK.

(a) all injuries to, deaths, or illnesses of THIRD PARTIES; and

(b) all damages to or losses of THIRD PARTIES' property,

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to the extent caused by the NEGLIGENCE/FAULT of CONTRACTOR GROUP, even if


contributed to by the joint or concurrent NEGLIGENCE/FAULT of COMPANY GROUP or
any other PERSON; provided that, in the event of joint or concurrent
NEGLIGENCE/FAULT of CONTRACTOR GROUP and COMPANY GROUP,
CONTRACTOR'S indemnification obligation hereunder shall be limited to CONTRACTOR
GROUP'S proportionate share of such NEGLIGENCE/FAULT.

COMPANY shall inform CONTRACTOR in writing or under the relevant CALL OFF of any
known THIRD PARTY property on COMPANYs site.

27.2 COMPANY'S General Indemnity Obligations

27.2.1 COMPANY shall INDEMNIFY CONTRACTOR GROUP from and against all
CLAIMS/LOSSES for the following if CONNECTED WITH the performance of the WORK:

(a) all injuries to, deaths, or illnesses of persons in COMPANY GROUP;

(b) all damages to or losses of property of COMPANY GROUP,

even if caused by the NEGLIGENCE/FAULT of CONTRACTOR GROUP or any other


PERSON.

27.2.2 COMPANY shall INDEMNIFY CONTRACTOR GROUP from and against all
CLAIMS/LOSSES for the following if CONNECTED WITH the performance of the WORK:

(a) all injuries to, deaths, or illnesses of THIRD PARTIES; and

(b) all damages to or losses of THIRD PARTIES' property,

to the extent caused by the NEGLIGENCE/FAULT of COMPANY GROUP, even if


contributed to by the joint or concurrent NEGLIGENCE/FAULT of CONTRACTOR
GROUP or any other PERSON; provided that, in the event of joint or concurrent
NEGLIGENCE/FAULT of COMPANY GROUP and CONTRACTOR GROUP,
COMPANY'S indemnification obligation hereunder shall be limited to COMPANY
GROUP'S proportionate share of such NEGLIGENCE/FAULT.

27.3 No Prejudice to Clause 11 (Remedy of Defects)

Nothing in Clause 27.1.1(a) and (b) or 27.2.1(a) and (b) shall in any way limit CONTRACTOR'S
obligations to remedy DEFECTS under Clause 11 (Remedy of Defects).

27.4 Pollution

CONTRACTOR shall assume responsibility for, and shall INDEMNIFY COMPANY GROUP from
and against, all liability relating to the control and removal of pollution or contamination
CONNECTED WITH the performance of the WORK:

(a) that originates from spills of fuels, lubricants, motor oils, pipe dope, paint, solvents,
ballast, bilge and garbage, debris or any other substances in CONTRACTOR GROUP'S
possession or control or originating from PLANT or property of CONTRACTOR GROUP,
even if caused by the NEGLIGENCE/FAULT of COMPANY GROUP or any other
PERSON, without monetary limit; or

(b) that otherwise results from performance of the WORK hereunder by CONTRACTOR
GROUP, to the extent caused by the NEGLIGENCE/FAULT of CONTRACTOR GROUP

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even if contributed to by the joint or concurrent NEGLIGENCE/FAULT of COMPANY


GROUP or any other PERSON, but only to the extent of the first Five Hundred Thousand
United States Dollars (US $500,000) per occurrence.

Except as provided above in this Clause 27.3, COMPANY shall assume all responsibility for the
control and removal of, and shall INDEMNIFY CONTRACTOR GROUP from and against all
liability relating to the control and removal of, pollution or contamination CONNECTED WITH the
performance of the WORK, even if caused by the NEGLIGENCE/FAULT of CONTRACTOR
GROUP or any other PERSON.

Notwithstanding the foregoing, the assumptions of liability by COMPANY and CONTRACTOR


under this Clause 27.3 apply only to the cost of and liability for, control and removal of such
pollution and contamination, and do not apply to CLAIMS/LOSSES caused by such pollution or
contamination and shall, in no event, alter, lessen or affect the liabilities or responsibilities of
CONTRACTOR or COMPANY specified elsewhere in the CONTRACT or at law.

27.5 Fines And Penalties

CONTRACTOR agrees to assume responsibility for and to INDEMNIFY COMPANY GROUP from
and against any fines or penalties resulting from CONTRACTOR'S performance of the WORK to
the extent caused by the NEGLIGENCE/FAULT of CONTRACTOR GROUP, even if contributed
to by the joint or concurrent NEGLIGENCE/FAULT of COMPANY GROUP or any other PERSON.

27.6 Cross Indemnity

It is the intent of the PARTIES that the INDEMNITIES furnished by CONTRACTOR in Clause
27.1.1(a) and (b), 27.1.2(a) and (b), 27.4(a) and 28.2(b) and equivalent INDEMNITIES furnished
by OTHER CONTRACTORS in contracts between COMPANY and OTHER CONTRACTORS
shall apply:-

(a) except as provided below for the benefit of OTHER CONTRACTOR GROUP in the case
of the INDEMNITIES furnished by CONTRACTOR; and

(b) for the benefit of CONTRACTOR GROUP in the case of the INDEMNITIES furnished by
OTHER CONTRACTORS in contracts between COMPANY and OTHER
CONTRACTORS.

“In fulfilment of this objective, COMPANY shall use its reasonable endeavours to ensure that in its
respective contracts with OTHER CONTRACTORS, the releases of liability, indemnities, defence,
save and hold harmless provisions contained in such contracts in favour of CONTRACTOR
GROUP shall be substantially similar to the releases of liability, indemnities, defence, save and
hold harmless provisions given by CONTRACTOR in Clauses 27 herein in favour of
CONTRACTOR GROUP.

In the event that COMPANY is unable to fully fulfil the foregoing objective, COMPANY shall,
without delay, notify CONTRACTOR in writing with details of the additional risk being assumed by
CONTRACTOR, as soon as is reasonably practicable thereafter and the PARTIES further
undertake to meet to discuss ways of minimising the impact of such a notification within the
overall requirements of the CONTRACT.

In the event that COMPANY advises CONTRACTOR that one of more OTHER CONTRACTOR
have declined to provide substantially similar releases of liability, indemnities, defence, save and
hold harmless provisions in favour of CONTRACTOR GROUP in their respective contracts with
COMPANY, the PARTIES shall meet to discuss and agree ways of minimising the impact of such
additional risks as may be identified by either PARTY which may include: alternative working
practices or arrangements to minimise the impact of such risks; a separate mutual hold harmless

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agreement applicable at the WORKSITE or additional compensation to enable CONTRACTOR to


insure against such additional risks.”

Notwithstanding the foregoing, the INDEMNITIES given by CONTRACTOR to OTHER


CONTRACTOR GROUP shall be provided by CONTRACTOR on the express understanding that
they shall apply in favour only of such OTHER CONTRACTORS who have provided
INDEMNITIES for the benefit of CONTRACTOR GROUP in their contracts with COMPANY which
give equivalent rights and protection to CONTRACTOR GROUP. Such INDEMNITIES provided
by CONTRACTOR to OTHER CONTRACTOR GROUP shall become effective from such time
and for such duration as such OTHER CONTRACTORS become bound by such INDEMNITIES
in the OTHER CONTRACTOR contracts with COMPANY. The failure of any OTHER
CONTRACTOR to provide equivalent INDEMNITIES as envisaged herein shall cause that party
to be considered and treated as a THIRD PARTY.

27.7 Notice And Defence

CONTRACTOR or COMPANY, as the case may be, shall promptly give to the other PARTY
notice in writing of:

(a) any CLAIM/LOSS that has been made known to the CONTRACTOR REPRESENTATIVE
or the COMPANY REPRESENTATIVE respectively, or

(b) proceedings commenced for which INDEMNIFICATION is claimed. Such notice shall
state with as much detail as is reasonably practicable the facts and circumstances giving
rise to the CLAIM/LOSS against the INDEMNITEE.

Notwithstanding the foregoing, if either PARTY is obligated to INDEMNIFY the other PARTY (or
any other PERSON pursuant to the CONTRACT), lack of prompt notice shall not be a defence
except to the extent prejudice has resulted from such lack of prompt notice.

The INDEMNITOR shall confer with the INDEMNITEE concerning the DEFENCE of any such
CLAIM/LOSS proceedings but, subject to the provisions of this Clause 27.0 and any other
applicable provisions of the CONTRACT, if the INDEMNITOR has assumed the full DEFENCE of
the CLAIM/LOSS without qualification, the INDEMNITOR or its insurer shall retain control of the
conduct of such DEFENCE, including but not limited to the selection and management of counsel.
Notwithstanding the foregoing, however, even if the INDEMNITOR has assumed the full
DEFENCE of the CLAIM/LOSS without qualification, neither PARTY shall effect settlement of or
compromise any such CLAIM/LOSS proceedings without having obtained the prior written
consent of the other PARTY. If the INDEMNITEE does not consent to a settlement that the
INDEMNITOR is willing to accept, then the INDEMNITOR'S liability shall be limited to the amount
for which the lawsuit could have been settled. If the INDEMNITOR has assumed the full
DEFENCE of the CLAIM/LOSS without qualification, the INDEMNITEE may, upon written notice
to the INDEMNITOR and at the INDEMNITEE'S sole cost and expense, select its own counsel to
participate in and be present for the DEFENCE of any such CLAIM/LOSS proceeding, provided
such counsel shall not take any action in the course of such CLAIM/LOSS proceeding to
prejudice the INDEMNITOR'S DEFENCE of such CLAIM/LOSS proceeding. Where the
INDEMNITOR'S proffered DEFENCE is limited to the proportionate NEGLIGENCE/FAULT of the
INDEMNITOR, the INDEMNITEE may elect to DEFEND itself and obtain reimbursement of its
DEFENCE costs in proportion to the proportionate fault of the INDEMNITOR and its GROUP, or
reimbursement of all DEFENCE costs if a full DEFENCE is determined to have been owed.
27.7 General

The INDEMNITIES in the CONTRACT are intended to be broad and cover all CLAIMS/LOSSES
CONNECTED WITH the performance of the WORK, including any CLAIMS/LOSSES associated
with any presence on any premises in connection with the WORK, including any CLAIMS/LOSSES

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associated with any ingress, egress, loading or unloading, and transportation to and from the
WORKSITE. Any and all INDEMNITIES given or received by COMPANY (or its AFFILIATE) are
given or received by COMPANY (or its AFFILIATE) only for itself and as agent for an on behalf of
the CO-VENTURERS for which the WORK is being performed its and their respective
AFFILIATES and its and their respective officers, employees (including agency personnel) and
agents and in respect only of CLAIMS/LOSSES CONNECTED WITH such WORK.

28.0 CONSEQUENTIAL LOSS

28.1 As used in this Clause 28.0, CONSEQUENTIAL LOSS shall mean:-

(a) consequential loss; and/or

(b) loss of production, loss of product, loss of use, loss of business and business interruption
and loss of revenue, profit or anticipated profit whether direct or indirect;

CONNECTED WITH the performance of the WORK and whether or not such losses were
foreseeable at the time of entering into the CONTRACT, except to the extent such loss or
damages are part of a THIRD PARTY CLAIM/LOSS for which a PARTY is seeking contribution or
INDEMNIFICATION pursuant to the CONTRACT.

28.2 Except to the extent of any agreed contractual remedies which are expressly provided for in the
CONTRACT but notwithstanding anything else to the contrary in the CONTRACT:-

(a) COMPANY shall INDEMNIFY CONTRACTOR GROUP from COMPANY GROUP'S own
CONSEQUENTIAL LOSS even if caused by the NEGLIGENCE/FAULT of
CONTRACTOR GROUP or any other PERSON; and

(b) CONTRACTOR shall INDEMNIFY COMPANY GROUP from CONTRACTOR GROUP'S


own CONSEQUENTIAL LOSS even if caused by the NEGLIGENCE/FAULT of
COMPANY GROUP or any other PERSON.

29.0 INSURANCE

29.1 Without prejudice to the provisions of Clause 27.0 (Liability And Indemnity), CONTRACTOR shall,
at its own expense, obtain and maintain as a minimum the insurances set out in this Clause 29.0
from insurers that are internationally recognised, and ensure that they are in full force and effect
throughout the duration of the CONTRACT.

29.2 CONTRACTOR shall effect and maintain the insurances specified below.

(a) Employers Liability, Workmen’s Compensation and Occupational Disease Insurance, s


per Dutch Social Security System requirements;
(b) Comprehensive General Liability Insurance for any incident or series of incidents
covering the operations of CONTRACTOR in the performance of the CONTRACT, in an
amount not less than Five Million EURO (€5,000,000) per occurrence, maximum 2 events
per year;
(c) Comprehensive Hull & Machinery Insurance as per applicable law.
(d) Marine Liability Insurance in an amount of not less than Three Million Euros (€3,000,000)
per occurrence;
(e) Coverage for wreck removal in an amount of not less than One Million Euros
(€1,000,000) or Twenty-Five Per Cent (25%) of the replacement value of the
EQUIPMENT, whichever is greater; and

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(f) Any other insurance as specified in the CALL OFF.

In addition to the foregoing, CONTRACTOR shall be required to effect and maintain any
additional insurances required by any AUTHORITY having jurisdiction in respect of any part of
the WORK.

29.3 All such insurances shall include COMPANY GROUP as additional assureds to the extent of the
liabilities assumed by CONTRACTOR under the CONTRACT and shall be primary as regards
any other coverage in respect of the risks assumed by CONTRACTOR hereunder.
CONTRACTOR shall obtain from its insurers a waiver of all rights of recourse, including in
particular and without limitation, subrogation against COMPANY GROUP and OTHER
CONTRACTOR GROUP. All policies described under Clause 29.2 shall be endorsed by use of
language substantially similar to:-

"The insurers hereby waive their rights of subrogation against BP Trinidad and Tobago LLC
(referred to as "COMPANY"), and the other entities and PERSONS of COMPANY GROUP under
CONTRACT No. CW2094000 and CALL OFF (insert number of CALL OFF) between COMPANY
and Ampelmann Operations B.V. ("CONTRACTOR"), and against any individuals, firms, or
corporations for whom or with whom COMPANY may be acting [or other contractors employed by
COMPANY on the same project whose insurers have granted reciprocal waivers of rights of
subrogation]."

Notwithstanding the foregoing, the provision that CONTRACTOR'S underwriters waive any right
of recourse against OTHER CONTRACTOR GROUP, including in particular subrogation rights
against the OTHER CONTRACTOR GROUP, in relation to the CONTRACT, are given with the
express understanding that they shall only apply where OTHER CONTRACTOR GROUPS'
underwriters have provided reciprocal waivers of rights of recourse including subrogation rights
against CONTRACTOR GROUP and only from such time as such OTHER CONTRACTOR
GROUPS' underwriters become bound by such reciprocal waivers of rights of recourse including
subrogation rights and only for the duration they remain bound by such reciprocal waivers. The
insurance shall contain provisions, which provides COMPANY with, where possible, thirty (30)
DAYS' notification from the insurer of cancellation of, or any amendment in, the insurance policy.
The insurer shall also notify COMPANY of failure to pay the insurance premiums or any other
default of the policy.

29.4 CONTRACTOR shall, if so requested, provide evidence of all insurances required herein, and
shall provide certificates with respect to the policies carried, together with any other relevant
information COMPANY may reasonably require.

29.5 If CONTRACTOR shall fail upon request to produce to COMPANY satisfactory evidence that
there are in force the insurances referred to in Clause 29.2, or any other insurance which
CONTRACTOR is required to effect under the terms of the CONTRACT, COMPANY may effect
and maintain any such insurance and pay such premiums as may be necessary for that purpose
at CONTRACTOR'S expense. Any amount paid by COMPANY for this purpose shall
immediately become due and payable by CONTRACTOR. COMPANY can deduct the amount so
paid from any monies due, or which may become due, to CONTRACTOR, or recover the same
as a debt from CONTRACTOR, by action at law or otherwise.

29.6 In the event that the insurance becomes renewable during the term of the CONTRACT,
CONTRACTOR shall, if so requested, submit to COMPANY copies of the renewed insurance
certificates on the due dates.

29.7 Insofar as CONTRACTOR'S insurance does not protect any member of CONTRACTOR GROUP,
CONTRACTOR shall, at no additional expense to COMPANY, ensure that the members of
CONTRACTOR GROUP effect and maintain the requisite insurance and, on COMPANY request,
provide certificates to evidence that the required insurance is in effect.
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29.8 Failure to secure the required insurance coverage; or to comply fully with any of the insurance
provisions of the CONTRACT; or to secure such endorsements on the policies as may be
necessary to carry out the terms and provisions of the CONTRACT; shall in no way act to relieve
CONTRACTOR from its obligations under the CONTRACT nor shall it in any way limit the
obligations of CONTRACTOR to INDEMNIFY COMPANY GROUP as set out in the CONTRACT.

30.0 SUSPENSION OF THE WORK

30.1 COMPANY shall have the right, by written notice to CONTRACTOR (or, in the case of (b) below
by verbal instruction followed up forthwith by written notice), to suspend the WORK or any part
thereof to the extent detailed in the notice, for any of the following reasons:-

(a) subject to Clause 30.3, in the event of a default on the part of CONTRACTOR; or

(b) in the event that suspension is necessary for the proper performance or safety of the
WORK, or the safety of persons; or

(c) to suit the convenience of COMPANY.

30.2 Upon receipt of any such written notice (or in the case of Clause 30.1(b), verbal instruction),
CONTRACTOR shall, unless instructed otherwise:-

(a) discontinue the WORK or the part of the WORK detailed in the notice, on the date and
to the extent specified; and

(b) secure and protect the WORK or part thereof as required by COMPANY.

30.3 In the event of a default on the part of CONTRACTOR, and before the issue by COMPANY of a
written notice to suspend the WORK or any part thereof, COMPANY shall give notice of default
to CONTRACTOR giving details of such default. If CONTRACTOR, upon receipt of such notice,
does not commence and thereafter continuously proceed with action to remedy such default and
bring the WORK back into compliance with the CALL OFF, COMPANY may issue a notice of
suspension in accordance with the provisions of Clause 30.1.

30.4 If suspension results from default on the part of the CONTRACTOR, COMPANY may withhold
payment of daily rentals as per relevant CALL OFF otherwise due to CONTRACTOR during the
period of suspension. .

30.5 If a suspension arises under Clause 30.1(b) (except in the case of default by CONTRACTOR) or
Clause 30.1(c), the CALL OFF PRICE and the SCHEDULE shall be adjusted in accordance with
Clause 9.0 (Variations).

30.6 COMPANY may, by further notice, instruct CONTRACTOR to resume the WORK or part thereof
to the extent specified and CONTRACTOR shall resume the WORK as soon as reasonably
practicable.

30.7 In the event of any suspension, COMPANY and CONTRACTOR shall meet at not more than 7
(seven) DAY intervals with a view to agreeing a mutually acceptable course of action during the
suspension.

30.8 If the period of any suspension, not arising as a result of a default on the part of CONTRACTOR,
exceeds 30 (thirty) DAYS or such other period as may be mutually agreed, or if arising as a
result of default on the part of CONTRACTOR exceeds 7 (seven) DAYS, then COMPANY shall:-

(a) determine the date on which the WORK shall be resumed;

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(b) determine that such part of the WORK shall no longer be required; or

(c) be entitled to proceed under Clause 31.0 (Termination) where the suspension affects the
whole of the WORK, save no notice period shall be required.

30.9 Nothing in this Clause 30 shall affect or limit the COMPANY'S or the CONTRACTOR'S rights and
obligations under Clause 35 (Force Majeure).

31.0 TERMINATION

31.1 COMPANY may terminate the MASTER AGREEMENT, or any or all CALL OFFS, in the following
circumstances:-

(a) In the case of MATERIAL DEFAULT which can be remedied, COMPANY shall give notice
of such MATERIAL DEFAULT to CONTRACTOR and if, upon receipt of such notice,
CONTRACTOR does not commence, within a reasonable period of time and in any event
within five (5) days (or in the case of any breach of the principles or requirements of
Section IV (Health, Safety, Security and Environment), immediately) and thereafter
continuously proceed with action satisfactory to COMPANY to remedy such MATERIAL
DEFAULT, COMPANY may terminate the MASTER AGREEMENT, or any or all CALL
OFFS at any time thereafter by written notice to CONTRACTOR.

(b) In the case of a MATERIAL DEFAULT which cannot be remedied, COMPANY may
terminate the MASTER AGREEMENT, or any or all CALL OFFS, at any time by written
notice to CONTRACTOR.

(c) If CONTRACTOR becomes bankrupt or insolvent, is unable to pay its debts as they fall
due, goes into liquidation, has a receiving or administration order made against it or a
petition or application made for same, makes an arrangement with its creditors, or carries
on business under a receiver, trustee, administrator or supervisor for the benefit of its
creditors, or if any act is done or event occurs which (under applicable laws) has a similar
effect to any of these acts or events COMPANY may terminate the MASTER
AGREEMENT, or any or all CALL OFFS at any time by written notice to CONTRACTOR.

Termination shall take effect from the date specified in such written notice ("Effective Date of
Termination").

31.2 CONTRACTOR shall not be entitled to any further remuneration for WORK performed prior to
termination until such time as the WORK is completed to the satisfaction of COMPANY and
COMPANY has finally ascertained all costs. Except in respect of remuneration for WORK
satisfactorily performed prior to termination and the costs for return freight under the relevant
CALL OFF. CONTRACTOR shall not be entitled to any further compensation following effective
date of termination. For the avoidance of doubt COMPANY shall not be liable for the payment of
the rates per the relevant CALL OFF or the removal of the EQUIPMENT and other associated
costs from the date of the MATERIAL DEFAULT (inclusive of the costs for the de-installation from
the vessel).

31.3 Not Applicable

31.4 COMPANY shall have the right to terminate the MASTER AGREEMENT or any CALL OFF at any
time without cause by giving CONTRACTOR written notification four (4) months in advance
specifying the date of termination. On the effective date of such termination, CONTRACTOR
shall discontinue performance of the WORK and shall comply with COMPANY'S instructions
regarding such termination. In the event that CONTRACTOR terminates the WORK or part of the
WORK in accordance with Clause 4.0, Clause 30.8 or Clause 35.4 or COMPANY terminates the

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WORK or part of the WORK in accordance with Clause 4.0, Clause 30.8, Clause 31.5 or Clause
35.4 then COMPANY shall pay CONTRACTOR

(a) the daily rates and prices as per Section III – Contract Payments, including additional
charges) for the WORK performed up to termination (including any standby, if
applicable), and

(b) mobilization and demobilization costs as per Section III – Contract Payments,

31.5 In the event of termination of the MASTER AGREEMENT or any CALL OFF for any reason,
CONTRACTOR shall:

(a) discontinue performance of the WORK and its obligations under the CALL OFF and shall
comply with COMPANY'S instructions regarding such termination;

(b) promptly deliver to COMPANY all PLANS, all in native format, prepared or obtained by
CONTRACTOR in connection with the WORK under the terminated CALL OFF;

(c) carry out COMPANY'S instructions concerning any cancellation or assignment of


SUBCONTRACTS and any other matters arising out of the MASTER AGREEMENT or
any CALL OFF that has been terminated which COMPANY decides are necessary or
expedient;

(d) allow COMPANY or its nominees full right of access to the WORKSITE.

(e) assign to COMPANY or its nominee the rights relating to the WORK which
CONTRACTOR may have acquired; and

(f) Not Applicable

31.6 Except as expressly provided for elsewhere in this Clause 31.0 or the applicable CALL OFF, in no
event shall CONTRACTOR be entitled to any prospective profits, reimbursement of costs or any
damages because of termination under this Clause 31.0.

32.0 CONFIDENTIAL INFORMATION

32.1 Any information supplied or communicated by COMPANY GROUP to CONTRACTOR or


otherwise acquired by CONTRACTOR in connection with the CONTRACT, including
TECHNICAL INFORMATION, shall be treated by CONTRACTOR as confidential and shall not,
without prior APPROVAL, be published or disclosed, or made use of, reproduced or copied by
CONTRACTOR except to the extent necessary for the purpose of implementing the CONTRACT.
CONTRACTOR shall ensure that the provisions of this Clause 32.0 are incorporated in any
SUBCONTRACT and that the AFFILIATES, officers, employees and agents of CONTRACTOR
and SUBCONTRACTORS comply with the same.

32.2 No films, photographs or other images of any of COMPANY'S and/or CO-VENTURERS'


equipment, installations, or property shall be made or taken without prior APPROVAL.

32.3 CONTRACTOR'S obligation not to divulge information shall not apply to information which:-

(a) is at the time of disclosure in the public domain or after disclosure becomes part of the
public domain otherwise than in consequence of a breach by CONTRACTOR of its
obligations under this Clause 32;

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(b) was in CONTRACTOR'S possession, as evidenced by CONTRACTOR'S written records,


prior to award of the CONTRACT provided that any information supplied by COMPANY
GROUP prior to award of the CONTRACT shall be treated for the purpose of this Clause
32 as if such information had been supplied in connection with the CONTRACT and
during the term hereof;

(c) was received from THIRD PARTIES having the right to disclose such information without
further stipulation as to confidentiality;

(d) CONTRACTOR is obliged to submit to AUTHORITIES or any relevant stock exchange


provided that CONTRACTOR shall not disclose such information more widely than is
required for the purpose of such submission and further provided that CONTRACTOR
promptly informs COMPANY of the information to be disclosed and to whom and uses
reasonable endeavours to ensure that the information is kept confidential by the recipient;
or

(e) is independently developed by CONTRACTOR without the use or benefit of any


information supplied or communicated by COMPANY.

Provided that for the purposes of (a) and (b) above, information shall not be deemed to be in the
public domain or in the possession of CONTRACTOR on the ground only that:-

(a) the general principle is in the public domain or known to CONTRACTOR if the particular
practice is not itself public knowledge; or

(b) it constitutes a combination, conclusion or finding (not itself in the public domain or in the
possession of CONTRACTOR) of or drawn from information which is in the public domain
or in the possession of CONTRACTOR.

32.4 CONTRACTOR acknowledges and agrees that COMPANY, at its sole discretion, may
deliver and/or store COMPANY confidential information in digital form on the internet, extranets
and/or through public networks and service providers. Such digital information shall be stored on
internal or external computers and accessed from public telecommunications networks, and shall
be accessible by a controlled group of PERSONS (the "Controlled Group"). CONTRACTOR
agrees that the delivery and storage of such COMPANY confidential information in this manner
must not be deemed as making the information generally available to the public, even if such
COMPANY confidential information is accessed by PERSONS who are not within the Controlled
Group.

33.0 PUBLICITY

CONTRACTOR shall not use COMPANY'S and/or CO-VENTURERS' names in connection with
the CONTRACT or disclose the existence of the CONTRACT in any publicity material or other
similar communication to THIRD PARTIES without prior APPROVAL. This prohibition specifically
includes, but is not limited to, any public release (either through print or broadcast news media),
any articles prepared for internal or external publication, technical papers, and discussions with
journalists.

34.0 INTELLECTUAL PROPERTY RIGHTS

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34.1 Work Product

COMPANY shall own all right, title and interest in and to all designs, plans, models, drawings,
prints, samples, transparencies, specifications, reports, manuscripts, working notes,
documentation, manuals, photographs, negatives, tapes, discs, databases, software, and other
information, data, and items embodied in any tangible form (hereinafter referred to as “Work
Product”) produced by CONTRACTOR in performance of WORK hereunder. All such Work
Product shall be clearly marked where possible as COMPANY'S property. COMPANY shall have
the right to photograph, reproduce, copy, duplicate, modify, alter, or make any use of such Work
Product, notwithstanding anything contained therein to the contrary. CONTRACTOR shall furnish
a copy of all or any part of such Work Product to COMPANY upon request by COMPANY.

34.2 Covenants

CONTRACTOR warrants and represents that it has not and shall not breach or infringe any
copyrights, patents, patent applications, trade secrets, designs and other intellectual property
rights, whether or not registered, anywhere in the world (“IP Rights”) of any other PERSON in
performance of the WORK. CONTRACTOR must inform COMPANY if CONTRACTOR requires
any license or similar right under another PERSON’S IP Rights, or the performance of the WORK
requires the payment of any royalty or similar fee by or for COMPANY. CONTRACTOR agrees
to INDEMNIFY COMPANY GROUP from any and all CLAIMS/LOSSES which may be brought
against any member of COMPANY GROUP at any time for breach of contract or infringement of
any IP Rights allegedly relating to the performance of any WORK hereunder; provided, however,
that COMPANY promptly notifies CONTRACTOR in writing of the institution of such action or suit
and permits CONTRACTOR to control its DEFENCE. CONTRACTOR shall INDEMNIFY
COMPANY GROUP from any damages or other sums awarded or assessed in any such action or
suit. Any settlements thereon must be APPROVED. COMPANY may be represented by counsel
of its own selection at its own expense, and agrees to cooperate fully in the DEFENCE of any
such action or suit.

35.0 FORCE MAJEURE

35.1 If either PARTY (or where relevant its AFFILIATE) is prevented from, or delayed in, performing
any of its obligations under the CONTRACT by FORCE MAJEURE, whether in whole or in part, it
must promptly notify the other PARTY of the circumstances constituting the FORCE MAJEURE
and of the obligations the performance of which is thereby delayed or prevented and in the event
of a delay, the likely duration of such delay.

35.2 For the purposes of the CONTRACT, a FORCE MAJEURE occurrence shall mean any event
beyond the control of the PARTY claiming to be affected thereby, and which by the exercise of
reasonable care and diligence that PARTY is unable to prevent, including but not limited to, the
following to the extent only that they satisfy the above criteria:-

(a) riot, war, insurrection, rebellion or sabotage, invasion, act of foreign enemies, hostilities,
acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power
(whether war be declared or not), confiscation or expropriation on orders of any
AUTHORITY;

(b) ionising radiations or contamination by radioactivity from any nuclear fuel or from any
nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other
hazardous properties of any explosive nuclear assembly or nuclear component thereof;

(c) earthquake, flood, and/or other natural physical disaster;

(d) storms named by the National Weather Service of the United States of America or any
relevant official national weather forecasting service; or
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(e) strikes or industrial disputes at a national or regional level, or strikes or industrial disputes
by labour not employed by the affected PARTY nor its SUBCONTRACTOR its suppliers
or OTHER CONTRACTORS, and which affect a substantial or essential portion of the
WORK.
35.3 In the event that a FORCE MAJEURE occurrence exists and is preventing or delaying
performance of any obligation under the CONTRACT, the PARTY giving notice shall be excused
from the performance, or the timely performance, as the case may be, of such obligation for so
long as the circumstances giving rise to such prevention or delay may continue. Notwithstanding
the foregoing, no PARTY shall be released from its obligations hereunder as a result of any event
contributed to by the NEGLIGENCE/FAULT on the part of the PARTY claiming FORCE MAJEURE
nor shall a PARTY be released from its obligations hereunder due to the effects of a FORCE
MAJEURE occurrence that could have been avoided or mitigated by the exercise of reasonable care
and diligence on the part of the PARTY claiming relief. Inability of a PARTY to secure funds shall
not be regarded as FORCE MAJEURE.

35.4 Neither PARTY shall be liable for failure to perform their obligations which arises as a direct
consequence of a FORCE MAJEURE occurrence other than the obligation to make payments
due and payable under the CONTRACT and both PARTIES shall bear their own respective costs
arising from and attributable to FORCE MAJEURE
35.5 In the event of an occurrence of FORCE MAJEURE, COMPANY and CONTRACTOR shall
promptly meet and jointly agree on a course of action and such course of action shall be
implemented immediately after the meeting.

35.6 If either PARTY is delayed in performing the CONTRACT by FORCE MAJEURE, the SCHEDULE
but not the CALL OFF PRICE, except as otherwise expressly provided in the CONTRACT, shall
be adjusted in accordance with Clause 9 (Variations).

35.7 If any event of FORCE MAJEURE exceeds seven (7) consecutive days, the COMPANY and the
CONTRACTOR shall meet and discuss the most appropriate course of action in the
circumstances. If after a further period of seven (7) days the parties have not agreed on an
appropriate course of action but the parties do agree in writing that the event of FORCE
MAJEURE is unlikely to end in the foreseeable and near future and as a result thereof, the
fulfilment by the parties of their obligations under the CONTRACT will continue to be delayed,
hindered, interfered with or prevented, the COMPANY and CONTRACTOR shall be entitled to
terminate this CONTRACT or any relevant CALL OFF, by giving not less than seven (7) days
written notice. Notwithstanding the foregoing, in the event the force majeure is invoked by
COMPANY, and the event of FORCE MAJEURE exceeds seven (7) consecutive days,
CONTRACTOR shall be paid by COMPANY as follows:

Eighty percent (80%) of the rental rates for the EQUIPMENT and one hundred percent (100%) of
the rates for PERSONNEL as agreed per the relevant CALL OFF.

36.0 NOTICES

36.1 Any notice or other communication given under or in connection with the matters contemplated by
the CONTRACT is to be in writing and signed on behalf of the PARTY serving it.

36.2 Any notice or other communication referred to in Clause 36.1 is to be served by delivering it
personally or sending it by pre-paid recorded delivery or registered post or by fax or by electronic
mail to the address and for the attention of the person set out in Clause 36.4 (or as otherwise
notified by that PARTY under Clause 36.4).

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36.3 Any notice or communication referred to in Clause 36.1 is deemed to have been received:-

(a) if delivered personally, at the time of delivery;

(b) in the case of pre-paid recorded delivery or registered post, 48 hours from the date of
posting;

(c) in the case of fax, at the time of transmission; and

(d) in the case of electronic mail, within six (6) hours of the time of transmission.

However if deemed receipt occurs after 5pm on a Business Day, or on a day which is not a
Business Day, the notice is to be deemed to have been received at 9am on the next Business
Day. For the purpose of this Clause 36.3, "Business Day" means any day which is not a
Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.

36.4 The addresses and fax numbers of the PARTIES for the purposes of Clause 36.2 are:-

[Party 1]
Address: Kluyverweg 1, 2629 HS DELFT, The Netherlands
For the attention of: Sander Groenteman
Fax number: +31 84 752 1003
Email Address: sander.groenteman@ampelmann.nl

[Party 2]
Address: 5-5A Queen’s Park West, Port of Spain, Trinidad and Tobago
For the attention of: David Joseph
Fax number: +868-623-2862 ext. 1968
Email Address: david.joseph1@bp.com

or such other address or fax number as may be notified in writing from time to time by the
relevant PARTY to the other PARTY.

37.0 APPLICABLE LAWS AND REGULATIONS AND ANTI BOYCOTT AND EXPORT CONTROL
LEGISLATION
37.1 CONTRACTOR shall not take any action in the name of or on behalf of COMPANY that would
violate any law of any applicable jurisdiction. CONTRACTOR shall conduct its operations in
accordance with all applicable laws, rules, regulations and decrees of any governmental or
regulatory body having jurisdiction over the PARTIES, the WORK and/or the WORKSITE;
provided that nothing in the CONTRACT is intended or should be construed to require
CONTRACTOR or COMPANY to act or fail to act if such action or failure to act would be
inconsistent with or penalised by (1) the laws and regulations of CONTRACTOR’s or
COMPANY’s country of incorporation and /or (2) the laws and regulations of the country of
incorporation of any direct, indirect or ultimate parent company of CONTRACTOR or COMPANY.
37.2 If CONTRACTOR or its SUBCONTRACTORs take any action or perform any part of the WORK,
contrary to applicable law, including where applicable but not limited to any anti-boycott or export
control laws of the United States of America, then CONTRACTOR shall bear any penalties or
additional costs resulting from such violation and COMPANY, notwithstanding any other provision
of this CONTRACT to the contrary, shall have the right to terminate this CONTRACT without any
liability or responsibility for any costs, expenses or damages associated with such termination.
Any such termination shall be deemed to be a termination for MATERIAL DEFAULT in
accordance with Clause 31.1 (Termination of Contract).

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37.3 Further to the requirements of Clause 37.1 and for the avoidance of doubt, COMPANY will
provide CONTRACTOR upon request with relevant end-use, end-user and country of end-use
information with respect to the goods, services, software or technology to be supplied hereunder
(collectively “Items”). Based on and in reliance on such information, CONTRACTOR will supply
such Items in compliance with applicable trade and customs laws including but not limited to
those of the United States of America and the European Union. The PARTIES acknowledge that
any change in end-use, end-user or country of end-use may be restricted or prohibited by
applicable export control, trade regulation and customs laws.
37.4 All costs for compliance with all applicable laws, rules and regulations and obtaining authorities,
approvals, licences and permits for performance of the WORK shall be for the account of
CONTRACTOR, unless otherwise provided for in the CONTRACT.

37.5 Without prejudice to Clause 23.0 (Taxes And Duties), where changes in legislation or regulations
having the force of law which could not have been reasonably foreseen at the CALL OFF
EFFECTIVE DATE and which affects the cost or time of performance of the CONTRACT,
CONTRACTOR shall notify COMPANY in writing of the occurrence of such a change in
accordance with Clause 9.3 (Variations). Where such requires modifications to PLANT in order
for CONTRACTOR to perform the WORK, the following shall apply:-

(a) for modifications necessary due to changes in legislation or regulations as aforesaid


which relate solely to the WORK, COMPANY shall reimburse CONTRACTOR the net
actual substantiated costs, subject to APPROVAL; or

(b) for modifications necessary due to changes in legislation or regulations as aforesaid


which are not solely related to the WORK, COMPANY shall make a contribution to
CONTRACTOR in respect of such costs taking into account the remaining duration of the
CONTRACT and the anticipated remaining life of the PLANT.
37.6 CONTRACTOR shall, wherever possible, apply for and obtain dispensation from the effect of any
such changes in order that modifications may either not be necessary in the case of Clause 37.5
or that they may be carried out by CONTRACTOR at its cost following COMPLETION.

38.0 RIGHTS OF INDEMNIFIED THIRD PARTIES

38.1 "INDEMNIFIED THIRD PARTY" shall be any member of COMPANY GROUP (other than
COMPANY) or CONTRACTOR GROUP (other than CONTRACTOR) or any OTHER
CONTRACTOR GROUP.

38.2 Subject to Clause 38.3, COMPANY and CONTRACTOR intend that no provision of the
CONTRACT shall, by virtue of any applicable law including the Contracts (Rights of Third Parties)
Act 1999, confer any benefit on, or be enforceable by any person who is not a party to the
CONTRACT.

38.3 Subject to the remaining provisions of the CONTRACT,

(a) Clauses 23.2 (Taxes And Duties), 34.2 (Intellectual Property Rights), 44.1 (Status of
Company) and 47.4 (Liens, Attachments And Encumbrances) are intended to be
enforceable by the members of the COMPANY GROUP;

(b) Clauses 27.0 (Liability And Indemnity), 28.0 (Consequential Loss) and 29.0 (Insurance) are
intended to be enforceable by the members of COMPANY GROUP and CONTRACTOR
GROUP; and

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(c) Clauses 27.6 (Liability And Indemnity) and 29.3 (Insurance) are intended to be enforceable
by the members of any OTHER CONTRACTOR GROUP.
38.4 Notwithstanding Clause 38.3, the CONTRACT may be rescinded, amended or varied by
COMPANY and CONTRACTOR without notice to or the consent of any INDEMNIFIED THIRD
PARTY even if, as a result, the INDEMNIFIED THIRD PARTY right to enforce a term of the
CONTRACT may be varied or extinguished.

38.5 The rights of any INDEMNIFIED THIRD PARTY under Clause 38.3 shall be conditional upon the
following:-

(a) any claim, or reliance on any term of the CONTRACT by an INDEMNIFIED THIRD
PARTY against COMPANY or CONTRACTOR shall be notified by such INDEMNIFIED
THIRD PARTY to both COMPANY and CONTRACTOR as soon as reasonably
practicable after such INDEMNIFIED THIRD PARTY becomes aware that an event has or
is likely to give rise to such a claim and such notification shall contain the following
information as a minimum:-

(i) details of the occurrence giving rise to the claim; and

(ii) the right relied upon by the INDEMNIFIED THIRD PARTY under the
CONTRACT; and

(b) the written agreement of the INDEMNIFIED THIRD PARTY to submit irrevocably to the
jurisdiction of the Courts set out in Clause 41 (Settlement Of Disputes) in respect of all
matters relating to such rights.

38.6 In enforcing any right to which it is entitled by virtue of any applicable law and the provisions of
the CONTRACT, the remedies of an INDEMNIFIED THIRD PARTY shall be limited to damages,
subject always to the restrictions and limitations contained within the CONTRACT. An
INDEMNIFIED THIRD PARTY shall not be entitled to assign any benefit or right conferred on it
under the CONTRACT or by virtue of any applicable law.

39.0 ANTI-CORRUPTION UNDERTAKINGS

39.1 CONTRACTOR agrees and undertakes that in connection with the CONTRACT and the
transactions contemplated by the CONTRACT, it shall comply with all applicable laws, rules,
regulations, decrees and/or official governmental orders of the United Kingdom, the United States
of America and any country in which WORK is performed relating to anti-corruption and anti-
money laundering.

39.2 As a matter of corporate policy, COMPANY expressly prohibits payment of bribes and also
payment of any so-called "facilitation" or "grease" payments in connection with COMPANY'S
business operations by any contractor or agent engaged to provide goods or services to
COMPANY. CONTRACTOR agrees, undertakes and confirms that it, and each of its
AFFILIATES, and its SUBCONTRACTORS, and its and their respective owners, directors,
officers, employees, agents and representatives, has not made, offered, promised to make or
authorized the making of, and shall not make, offer, or promise to make, or authorize the making
of, any payment or other transfer of anything of value, including without limitation the provision of
any funds, services, gifts or entertainment, directly or indirectly to:-

(a) any government official as defined in Clause 39.8;

(b) any director, officer or employee of COMPANY or COMPANY’S AFFILIATES;

(c) any political party, official of a political party, or candidate for public office;

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(d) any agent or intermediary for payment to any of the foregoing; or

(e) any other PERSON,

for the purpose of obtaining or influencing the award of the CONTRACT or for any improper
advantage or improper purpose in connection with the performance of the CONTRACT and the
transactions contemplated hereunder or in connection with any other business transactions
involving the COMPANY, if and to the extent that to do so is or would be in violation of or
inconsistent with the principles or requirements of any anti-bribery or anti-money laundering laws
applicable to COMPANY or to CONTRACTOR, or to their respective parent companies, including,
without limitation, the UK Bribery Act 2010, the UK Anti-Terrorism, Crime and Security Act 2001,
the US Foreign Corrupt Practices Act, and successor legislation, legislation implementing the
OECD Convention on Combating Bribery of Foreign Public Officials in International Business
Transactions or the United Nations Convention Against Corruption, and/or the anti-corruption or
anti-money laundering laws of any country in which WORK is performed. Notwithstanding the
foregoing undertakings, CONTRACTOR agrees to notify COMPANY promptly upon discovery of
any instance where CONTRACTOR has failed to comply with any provisions of this Clause.

39.3 CONTRACTOR agrees and undertakes that in connection with the CONTRACT and in
connection with any other business transactions involving COMPANY in any country in which
WORK is performed, CONTRACTOR GROUP:-

(a) shall apply effective disclosure controls and procedures;

(b) shall maintain throughout the term of the CONTRACT and for at least two (2) years
following its expiration or termination books, records, and accounts which, in reasonable
detail, accurately and fairly reflect the transactions undertaken and the disposition of
assets; and

(c) shall maintain an internal accounting controls system that is sufficient to ensure the
proper authorization, recording and reporting of all transactions and to provide reasonable
assurance that violations of the anticorruption laws of the applicable jurisdictions shall be
prevented, detected and deterred.

39.4 CONTRACTOR agrees and acknowledges that COMPANY, itself or through its duly appointed
representatives, shall have the right to inspect and audit any and all books and records of
CONTRACTOR relating to CONTRACTOR'S compliance with its obligations under this Clause
39.0, and to make copies, at its expense, of any such books and records.

39.5 CONTRACTOR agrees to cooperate with COMPANY as COMPANY may request in making its
books, records, and personnel available in connection with any investigation conducted by
COMPANY or government authorities of matters that may implicate transactions or activities
carried out by CONTRACTOR in connection with the CONTRACT. CONTRACTOR shall also
provide COMPANY with such further assurances or certificates that COMPANY may request from
time to time during the term of the CONTRACT relating to matters covered by this Clause 39.0,
and CONTRACTOR shall certify to COMPANY in writing its compliance with this Clause 39.0 on
an annual basis.

39.6 In addition to suspension and termination provisions set forth in Clauses 30.0 (Suspension Of The
Work) and 31.0 (Termination), and without prejudice to any other rights or remedies COMPANY
may have hereunder or at law (including, as applicable, the right to damages for breach of
contract), COMPANY shall have the right to suspend payment under and/or terminate the
CONTRACT with immediate effect if COMPANY reasonably believes in good faith that any of the
foregoing agreements, undertakings, or requirements set forth in this Clause 39.0 have not been
complied with or fulfilled by CONTRACTOR in any material respect. Any such termination shall be
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deemed to be termination for MATERIAL DEFAULT in accordance with Clause 31.1 (Termination
Of Contract).

39.7 All payments by COMPANY to CONTRACTOR shall be made in accordance with the terms of
payment specified in the CONTRACT. In the absence of any such specific payment instructions
elsewhere in the CONTRACT, payments by COMPANY to CONTRACTOR shall only be made by
check or wire transfer to a bank account of CONTRACTOR in the country in which
CONTRACTOR is incorporated or where it has its head office, or to its office in the country in
which the WORK shall predominantly be performed, details of which shall be given by
CONTRACTOR to COMPANY in writing. Such notification shall be deemed to constitute a
representation and warranty that the bank account so notified is owned solely by CONTRACTOR
and that no PERSON other than CONTRACTOR has any ownership of or interest in such
account.

39.8 For the purposes of this Clause 39.0, the term "government official" shall include:

(a) any minister, civil servant, director, officer or employee or other official of any government
or any department, agency or instrumentality thereof, and/or of any government-owned or
controlled company, any company or enterprise in which a government owns an interest,
and/or of any public international organization; or

(b) any close family member of any of the foregoing.

For avoidance of doubt, the term "government official" shall include all directors, officers and
employees of the national oil company in the country for which the WORK is being performed or
any other state-owned companies, agencies, bodies or entities. This term also includes any
person acting in any official, administrative or judicial capacity for or on behalf of any such
government or department, agency, instrumentality, company, or public international organization,
including without limitation any judges or other court officials, military personnel and customs,
police, national security or other law enforcement personnel.

39.9 CONTRACTOR represents, warrants, and covenants that:

(a) no government official shall have during the term of the CONTRACT a direct or indirect
interest in CONTRACTOR or in the CONTRACT, or in the proceeds thereof; and

(b) it shall notify COMPANY promptly and in writing of any change in the foregoing.

39.10 CONTRACTOR further agrees and undertakes with respect to any SUBCONTRACTORS it may
engage in connection with the CONTRACT or any other business transactions in any country in
which the WORK is being performed that:

(a) it shall conduct appropriate due diligence prior to appointing or engaging such
SUBCONTRACTORS to ensure that they are duly qualified to perform the tasks for which
they have been engaged and that they are of good reputation; and

(b) it shall cause all such SUBCONTRACTORS to agree, in writing, to compliance with laws
and anti-corruption obligations and undertakings substantially equivalent to those set forth
in this Clause 39.0; and to audit and inspection provisions substantially equivalent to
those set forth in this Clause 39.0; such that both COMPANY and CONTRACTOR shall
each have the same rights with respect to any SUBCONTRACTOR (including without
limitation the same rights of inspection and audit with respect to the books and records of
that SUBCONTRACTOR) that COMPANY has with respect to CONTRACTOR under the
CONTRACT.

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40.0 CODE OF CONDUCT

In connection with CONTRACTOR'S performance of the CONTRACT, CONTRACTOR


undertakes that it has carefully reviewed, and undertakes and agrees to act consistently with, the
BP Code of Conduct titled "Our commitment to integrity" (as adopted June 15, 2005, and
available at the www.bp.com website, principles of which are summarised in Exhibit B to this
Section I (Conditions Of Contract)), and to adhere to the principles in the BP Code of Conduct in
connection with CONTRACTOR'S performance of the CONTRACT. Failure to comply with this
provision may constitute a MATERIAL DEFAULT giving rise to termination pursuant to Clause 31
(Termination).

41.0 SETTLEMENT OF DISPUTES

41.1 Any dispute arising out of or in connection with the CONTRACT, including any question regarding
its existence, validity or termination or any interpretation thereof which cannot be resolved by
agreement between the PARTIES shall be submitted to the English Courts of Law for resolution.
The PARTIES hereby unconditionally accept the jurisdiction of the English Courts to resolve any
such dispute or difference.

41.2 CONTRACTOR irrevocably appoints Osborne Clarke of 2 Temple Back East, Temple Quay,
Bristol BS1 6EG, DX 7818 Bristol, www.osborneclarke.com as its agent to receive on its behalf
in England service of any proceedings arising out of or in connection with the CONTRACT.
COMPANY irrevocably appoints BP International Limited of Chertsey Road, Sunbury on Thames,
Middlesex, TW16 7BP Fax Number +44 (0)1932 774242 as its agent to receive on its behalf in
England service of any proceedings arising out of or in connection with the CONTRACT. Service
on an agent shall be deemed completed on delivery to such agent (whether or not it is forwarded
to and received by CONTRACTOR or COMPANY, as applicable.) If for any reason such agent
ceases to be able to act as agent or no longer has an address in England, CONTRACTOR or
COMPANY, as applicable, shall forthwith appoint a substitute acceptable to the other PARTY and
deliver to the other PARTY the new agent's name, address, and fax number.

41.3 Whilst any matter or matters are in dispute, CONTRACTOR shall proceed with the performance
and completion of the WORK and both CONTRACTOR and COMPANY shall comply with all the
provisions of the CONTRACT.

42.0 GOVERNING LAW

The CONTRACT shall be construed, governed and take effect in accordance with English law,
with the exclusion of the part of the law which would subject/direct the interpretation of the
CONTRACT to the laws of another jurisdiction.

43.0 CONTINUING OBLIGATIONS

43.1 Save as otherwise expressly provided herein, termination or COMPLETION of any CALL OFF or
termination or expiration of the MASTER AGREEMENT shall not affect the continuing rights and
obligations of COMPANY and CONTRACTOR under any provision herein which is expressed or
intended to survive such termination, COMPLETION or expiration or which is required to give
effect to such termination, COMPLETION or expiration or the consequences of such termination,
COMPLETION or expiration.

43.2 Without prejudice to the generality of clause 43.1, it is intended that the rights and obligations
contained in the following clauses hereof shall continue in effect notwithstanding termination or
COMPLETION of any CALL OFF or termination or expiration of the MASTER AGREEMENT:

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(a) Clause 4.0 (Performance of the WORK);

(b) Clause 10.0 (Contract Payment and Invoicing);

(c) Clause 11.0 (Remedy Of Defects);

(d) Clause 18.0 (Health, Safety, Security and Environmental Requirements);

(e) Clause 23.0 (Taxes and Duties);

(f) Clause 24.0 (Assignment);

(g) Clause 25.0 (Subcontracting);

(h) Clause 26.0 (Audit Rights);

(i) Clause 27.0 (Liability and Indemnity);

(j) Clause 28.0 (Consequential Loss);

(k) Clause 29.0 (Insurance);

(l) Clause 31.0 (Termination);

(m) Clause 32.0 (Confidential Information);

(n) Clause 33.0 (Publicity);

(o) Clause 34.0 (Intellectual Property Rights);

(p) Clause 37.0 (Applicable Laws and Regulations and Anti Boycott and Export Control
Legislation);

(q) Clause 38.0 (Rights of Indemnified Third Parties);

(r) Clause 41.0 (Settlement of Disputes);

(s) Clause 42.0 (Governing Law);

(t) Clause 43.0 (Continuing Obligations);

(u) Clause 47.0 (Liens, Attachments and Encumbrances);

(v) Clause 48.0 (General Legal Provisions),

all as such provisions may be supplemented or amended pursuant to any CALL OFF.

44.0 STATUS OF COMPANY

44.1 Any AFFILIATE of COMPANY shall be entitled to issue a CALL OFF pursuant to Clause 3.3 in
which case the CONTRACT other than this Clause 44.1 shall be interpreted as though all
references to "COMPANY" were references to that AFFILIATE.

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44.2 COMPANY or COMPANY’S AFFILIATE enters into the MASTER AGREEMENT and each CALL
OFF for itself and as agent for and on behalf of its CO-VENTURERS.

44.3 Without prejudice to the provisions of Clause 38.0 (Rights Of Indemnified Third Parties), in
respect of the MASTER AGREEMENT and each CALL OFF:-

(a) CONTRACTOR agrees to look only to COMPANY for the due performance of the
MASTER AGREEMENT and each CALL OFF and nothing contained in the MASTER
AGREEMENT or any CALL OFF shall impose any liability upon, or entitle CONTRACTOR
to commence any proceedings against, any of the CO-VENTURERS other than
COMPANY;

(b) COMPANY is entitled to enforce the MASTER AGREEMENT and each CALL OFF on
behalf of all CO-VENTURERS as well as for itself. For that purpose COMPANY may
commence proceedings in its own name to enforce all obligations and liabilities of
CONTRACTOR and to make any claim, solely in relation to the MASTER AGREEMENT
or the relevant CALL OFF, which any of the CO-VENTURERS may have against
CONTRACTOR; and

(c) All CLAIMS/LOSSES recoverable by COMPANY pursuant to the MASTER AGREEMENT


and each CALL OFF or otherwise shall include the CLAIMS/LOSSES of CO-
VENTURERS and its and their respective AFFILIATES except that such
CLAIMS/LOSSES shall be subject to the same limitations or exclusions of liability as are
applicable to COMPANY or CONTRACTOR under the MASTER AGREEMENT and each
CALL OFF.

45.0 DIGITAL SECURITY

45.1 In connection with the WORK, CONTRACTOR shall maintain, and ensure that its
SUBCONTRACTORS maintain, a security management policy that protects COMPANY'S data
and information technology systems including process control systems against loss, destruction,
damage, unauthorized disclosure, or other misuse in accordance with applicable data protection
laws and the highest standards within the industry. Such security policy shall, at a minimum, be
implemented in accordance with the "Controls" and "Implementation guidance" specified in ISO
17799:2005 including clearly defined security responsibilities, processes for risk management,
access control, authorization and administration, security design and configuration management,
audit, and assurance.

45.2 COMPANY shall have the right to audit the security management policies of CONTRACTOR and
its SUBCONTRACTORS annually to confirm ISO 27001 certification or such other certification as
COMPANY finds acceptable to assess the adequacy of the security management policies in
place. CONTRACTOR shall, at its sole cost, use all reasonable efforts to assist COMPANY in
performing such audit. COMPANY may exercise its rights hereunder using its own employees or
a third party auditor.

45.3 CONTRACTOR shall promptly notify COMPANY in writing of any act, omission, or potential issue
which may have an adverse effect on the availability, confidentiality, or integrity of COMPANY’S
data or information technology systems including process control systems. In the event that such
a situation arises, CONTRACTOR shall cooperate fully with COMPANY to resolve any potential
or actual adverse effects.

45.4 CONTRACTOR shall ensure that the WORK is performed in accordance with COMPANY Digital
Security Standard, Digital Security Operating Practices, and COMPANY'S Security of Information
Standard and Instructions, copies of which are available upon request.

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45.5 CONTRACTOR shall nominate a digital security representative who shall be responsible for all
aspects of digital security relating to the WORK.

46.0 SUPPLIER MANAGEMENT

46.1 Supplier Management is the process by which COMPANY gains assurance that
CONTRACTOR'S performance is meeting or exceeding COMPANY'S stated expectations and
goals. CONTRACTOR and COMPANY shall measure CONTRACTOR'S performance and seek
to identify opportunities for improvement aimed at delivering improved business performance for
both CONTRACTOR and COMPANY.

46.2 In the course of performing the WORK, in addition to fulfilling any reporting obligations specified
in a CALL OFF, CONTRACTOR shall be expected to report on Key Performance Indicators
(KPIs) as a measure of its performance under the CONTRACT.

46.3 The means by which COMPANY shall manage CONTRACTOR performance under the
CONTRACT and the minimum performance measures are as set out in Section VII (Supplier
Management).

46.4 KPIs structured to project-specific performance and reporting requirements will be identified in the
CONTRACT.

47.0 LIENS, ATTACHMENTS, AND ENCUMBRANCES

47.1 CONTRACTOR shall not issue any lien, attachment, charge, claim, encumbrances or the like on
the WORK or on any property of COMPANY GROUP either in the possession of CONTRACTOR
or at the WORKSITE.

47.2 CONTRACTOR shall not permit any lien, attachment, charge, claim, encumbrances or the like to
be imposed by any PERSON, firm, or AUTHORITY upon the WORK or COMPANY GROUP'S
property by reason of any claim or demand against CONTRACTOR or any SUBCONTRACTOR.
CONTRACTOR shall immediately notify COMPANY if there is a possibility that any lien,
attachment, charge, claim, encumbrances or the like may affect the WORK or any part thereof.
In the event of the imposition of any such lien, attachment, charge, claim encumbrance or the
like, COMPANY shall not be obliged to pay any claims or demand by CONTRACTOR for any
payment whatsoever under or pursuant to the CALL OFF until CONTRACTOR shall have
secured the removal thereof; and in the event that the same shall not have been removed within
fourteen (14) DAYS after written notice by COMPANY, COMPANY may remove the same and
withhold the cost of removal, including fees and expenses, from any sums due to CONTRACTOR
hereunder.
47.3 If required by COMPANY, CONTRACTOR shall deliver an affidavit stating that CONTRACTOR
has no outstanding claims arising from the relevant CALL OFF for which a lien against
COMPANY could be filed.

47.4 CONTRACTOR shall INDEMNIFY COMPANY GROUP in respect of all liens, attachments,
charges, claims, encumbrances or the like against the WORK or COMPANY GROUP'S property
on account of any claim or demand against CONTRACTOR or any SUBCONTRACTOR by any
PERSON, including any SUBCONTRACTOR and, on behalf of COMPANY and in COMPANY'S
name, CONTRACTOR shall defend at its own expense any claim or litigation in connection
therewith.

48.0 GENERAL LEGAL PROVISIONS

48.1 Severability

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It is the intention of the PARTIES that the CONTRACT shall be construed as a whole.
Notwithstanding the foregoing, if any part of the CONTRACT is held by a court of competent
jurisdiction to be invalid or unenforceable, the validity of the remainder of the CONTRACT shall
not be prejudiced thereby and every part of the CONTRACT shall be deemed to be severable and
separately valid and enforceable.

48.2 Entire Agreement

The CONTRACT shall comprise the entire agreement and understanding between the PARTIES.
No prior understandings, whether oral or written, shall be taken into consideration in construing
the CONTRACT. Any AMENDMENT to the CONTRACT shall be made in writing.

48.3 No Partnership

Nothing in the CONTRACT is intended to or shall operate to create a mining or other partnership,
joint venture, association or trust between the PARTIES, or to authorise either PARTY to act as
agent for the other, and neither PARTY shall have authority to act in the name of or on behalf of
or otherwise to bind the other in any way (including but not limited to the making of any
representation or warranty, the assumption of any obligation or liability and the exercise of any
right or power).

48.4 Waiver

No failure on the part of COMPANY or CONTRACTOR at any time to enforce or to require the
performance of any of the terms and conditions of the CONTRACT shall constitute a waiver of
such terms and conditions and/or affect or impair such terms or conditions in any way or the right
of COMPANY or CONTRACTOR at any time to avail itself of such remedies as it may have for
each and every breach of such terms and conditions.

48.5 Counterparts

The CONTRACT may be executed in any number of counterparts with the same effect as if the
signatures were upon a single copy of the CONTRACT, but shall not be effective until each
PARTY has executed at least one counterpart. Each counterpart shall constitute an original of the
CONTRACT, but all the counterparts shall together constitute one and the same instrument.

48.6 Non-Reliance

Each of the PARTIES acknowledges and agrees that in entering into the CONTRACT it does not
rely on, and shall have no remedy in respect of, any statement, representation, warranty or
undertaking of any person (whether a party to the CONTRACT or not) other than as expressly set
out in the CONTRACT. Provided, however, that this Clause shall not restrict any rights of either
party with respect to any statement, representation or warranty which is made fraudulently.

48.7 Exclusions or Limitations of Liability

Limitations of Liability
CONTRACTOR’S total financial liability to COMPANY, arising out of or in connection with this
CONTRACT or any CALL OFF, shall not exceed twenty-five percent (25%) of the total value of
the applicable CALL OFF. For the avoidance of any doubt, the foregoing limit shall apply to any
liabilities howsoever arising in contract, tort or otherwise at law provided that the PARTIES
understand and agree that the overall limitation of liability set out in this Clause 48.7 specifically
excludes CONTRACTOR’S liability arising under the following provisions of this CONTRACT:);
Clause 23 (Taxes and Duties); Clause 27 (Liability and Indemnity); Clause 29 (Insurance); Clause
34 (Intellectual Property Rights); Clause 38 (Rights of Indemnified Third Parties); Clause 39 (Anti-
Corruption Undertakings); and Clause 40 (Code of Conduct)
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EXECUTED under hand on the date first above written.

EXECUTED for and on behalf of COMPANY


by

…………………………………..Authorised Signatory

…………………………………..Full Name

EXECUTED for and on behalf of CONTRACTOR


by

…………………………………..Authorised Signatory

…………………………………..Full Name

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EXHIBIT A

FORM OF CALL OFF

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CALL OFF AGAINST CW2094000

CALL OFF NO. _________________________

PROJECT NAME __________________________________

This CALL OFF is issued on the __________ day of ___________ ______ by:

________________________, a company formed under the laws of ________________________


(company number [ ]) and having its registered office at ________________________ hereinafter
called COMPANY;

to

________________________, a company formed under the laws of _____________________________


(company number [ ]) and having its registered office at
_________________________________________, hereinafter called CONTRACTOR.

COMPANY and CONTRACTOR are hereinafter sometimes referred to individually as a PARTY or


collectively as the PARTIES.

1. This CALL OFF is issued pursuant to and incorporates the terms and conditions of
MASTER AGREEMENT for Provision of the Ampelmann Walk to Work System, number
CW2094000 between COMPANY and CONTRACTOR [or CONTRACTOR’s AFFILIATE,
<insert Contractor AFFILIATE name>] dated <insert date>.

2. The CALL OFF EFFECTIVE DATE is: ____________________________

3. The SCHEDULED COMPLETION DATE is: ______________________________


4. All capitalised terms and expressions in this CALL OFF shall, unless the context otherwise
requires, have the meanings ascribed to them in Section I (Conditions of Contract) of the
MASTER AGREEMENT.

5. This CALL OFF is issued to authorise and instruct CONTRACTOR to perform the WORK
with effect from the CALL OFF EFFECTIVE DATE.

6. The WORK shall be performed in accordance with the terms and conditions of the
MASTER AGREEMENT, as supplemented and amended by the particular conditions
contained in Attachments(s) A-G.

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7. This CALL OFF shall consist of the following Attachments which supersede the order of
precedence provisions in the MASTER AGREEMENT stated in Clause 3.0 (Order of
Precedence)

 Attachment A – Call Off Special Conditions


 Attachment B – Call Off Scope of Work
 Attachment C – Call Off Contract Payments
 Attachment D – Call Off Health Safety Security and the Environment
 Attachment E – Call Off Quality Management
 Attachment F – Call Off Project Coordination Procedures
 Attachment G – Call Off Key Performance Indicators
 Attachment H – Call Off Local Content

AGREEMENT AND ACCEPTANCE

The parties hereto accept the terms and conditions contained herein and agree to be bound by
them, and this CALL OFF is executed below by duly authorised representatives of the parties.

For and on behalf of COMPANY

......................................................................... (Signature) ................................. (Date)

......................................................................... (Name in block capitals)

.......................................................................... (Position in Company)

For and on behalf of CONTRACTOR

......................................................................... (Signature) ................................. (Date)

......................................................................... (Name in block capitals)

.......................................................................... (Position in Company)

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ATTACHMENT A

CALL OFF SPECIAL CONDITIONS

The following Special Conditions of Contract shall apply to the WORK being provided under this CALL
OFF and shall take precedence over Section I - Conditions of Contract in respect of the performance of ,
for the < NAME OF PROJECT > as follows:-

1.0 Clause 6.0 - Company Representative

The COMPANY REPRESENTATIVE for the CALL OFF is:

(name, position, contact numbers)

2.0 Clause 7.0 - Contractor Representative

The CONTRACTOR REPRESENTATIVE for the CALL OFF is:

(name, position, contact numbers)

3.0 Clause 16.0 - Contractor Personnel

CONTRACTOR's KEY PERSONNEL for the CALL OFF are identified in Attachment E (Call Off
Project Coordination Procedures).

8.0 Clause 31.0 - Subcontracting

The following SUBCONTRACTORS are APPROVED for the purpose of this CALL OFF:

1.

2.

3.

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ATTACHMENT B

CALL OFF SCOPE OF WORK

The provisions of Section II – General Scope of Work of the MASTER AGREEMENT are supplemented
or, in the case of conflict, superseded by items set forth below.

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ATTACHMENT C

CALL OFF CONTRACT PAYMENTS

The provisions of Section III - Contract Payments of the MASTER AGREEMENT are supplemented or, in
the case of conflict, superseded by items set forth below.

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ATTACHMENT D

CALL OFF HEALTH, SAFETY, SECURITY AND ENVIRONMENT

The provisions of Section IV (Health Safety Security and the Environment) of the MASTER AGREEMENT
are supplemented or, in the case of conflict, superseded by items set forth below.

Insert project-specific requirements

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ATTACHMENT E

CALL OFF QUALITY MANAGEMENT

The provisions of Section V (Quality Management) of the MASTER AGREEMENT are supplemented or,
in the case of conflict superseded by items set forth below.

Insert project-specific requirements

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ATTACHMENT F

CALL OFF PROJECT COORDINATION PROCEDURES

The provisions of Section VI (Project Coordination Procedures) of the MASTER AGREEMENT are
supplemented or in the case of conflict superseded by items set forth below.

1.0 Supplemental to Procedure 9.8 Invoicing and Payment Procedure

1.1 Invoices (one original and one copy) shall be submitted containing separate invoices for each
CALL OFF, with supporting documentation, sequentially numbered, and addressed to:

Name: _______________________

Title: _______________________

Address: _____________________

and shall bear the MASTER AGREEMENT number and title, CALL OFF and work
order/instruction numbers as appropriate.

1. 2 CONTRACTOR's Bank Account.

Payment shall be effected direct to the CONTRACTOR’S bank account via Bankers
Automated Clearing System (BACS). Details of the account to be used for this purpose:

Payee <insert>.

Bank <insert>.

Sort Code <insert>.

Account No. <insert>.

Insert project-specific requirements

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ATTACHMENT G

CALL OFF SUPPLIER PERFORMANCE MANAGEMENT

The provisions of Section VII (Supplier Performance Management) of the MASTER AGREEMENT are
supplemented or in the case of conflict superseded by items set forth below.

Insert project-specific key performance indicators

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ATTACHMENT H

LOCAL CONTENT

The provisions of Section VIII (Local Content) of the MASTER AGREEMENT are supplemented or in the
case of conflict superseded by items set forth below.

Insert project-specific key performance indicators

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Exhibit B

Code of Conduct

The BP Code of Conduct was issued in June 2005 and stands for a fundamental BP commitment – to
comply with all applicable legal requirements and the high ethical standards set out in the Code –
wherever we operate. To help us meet this commitment, the code defines what BP expects of its
businesses and people regardless of location or background. It provides both guidance in key areas and
references to more detailed standards, instructions and processes for further direction.

All BP employees must adhere to the principles and requirements contained in this code and should
consult the code for guidance when acting on behalf of BP.

BP employees must not use a contractor, agent, consultant or other third party to perform any act
which conflicts with this code. Employees who engage third parties such as contractors, agents
or consultants to work on behalf of BP are obliged to gain an undertaking from such third parties
that they will adhere to the principles of this Code, including a contractual requirement to act
consistently with the code when working on our behalf.

BP wishes to make it clear that it intends its business dealings to be characterised by honesty and
freedom from deception and fraud and that it finds unethical behaviour unacceptable.

Practices that BP considers dishonest, unethical or unacceptable include the following:

 Fraud, bribery or corruption;

 Deception;

 Clandestine brokering or sharing of tender information;

 Collusion for the purpose of corrupting a competitive tender;

 Payments, gifts or entertainment from suppliers to BP staff, agents or representatives to influence


decision-making; and

 Harassment in the Workplace.

BP is committed to ensuring that its contractors apply the principles contained within the “Code of
Conduct” document to its business dealings with BP. BP shall endeavour to employ only those
contractors that subscribe to these principles demonstrate their commitment to working towards their
fullest application and agree to the measurement of their performance by BP.

The individual rights are intended to lead to greater mutual respect between both individuals and the
companies they work for. They seek to encourage safer and more secure employment, increase
efficiency, improve job satisfaction and provide a better trained workforce for all those engaged in the
provision of Services under the Contract.

An electronic copy of BP’s Code of Conduct “Commitment to Integrity” can be downloaded from the
following internet web site:

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http://www.bp.com/sectiongenericarticle.do?categoryId=9003494&contentId=7006600

Where to go for help

If you do have a question or concern about legal or ethical standards, what, as a Contractor, should you
do?

A good place to start

Contacting the BP Representative/Contract Accountable Manager named in the Contract is usually a


good place to start with a legal or business conduct issue. You may also get help or advice from your own
legal or compliance & ethics advisors within your own company.

The BP OpenTalk line

If you feel unsure about where to go for help, or are uncomfortable contacting the Contract Accountable
Manager, BP has an additional resource that can help – OpenTalk.

The purpose of OpenTalk is to answer questions and respond to concerns about compliance, ethics and
the requirements described in this code. The OpenTalk telephone line and e-mail facility is operated by
an independent company that helps businesses respond to questions and concerns about compliance
and ethics.

The line operates 24 hours a day/seven days a week and also has translation services available at all
times.
Call OpenTalk on your local number or on 0800 917 3604 (UK), 1-800 225-6141 (US), or the collect call
number +1 704 540 2242 or at any of the local telephone numbers accessible via the OpenTalk website
http://opentalk.bpweb.bp.com. Alternatively you can e-mail your concern to the following e-mail address
opentalk@myalertline.com.

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MASTER AGREEMENT FOR


EQUIPMENT RENTAL AND PROVISION OF
ANCILLARY SERVICES

(OFFSHORE PERSONNEL TRANSFER EQUIPMENT)

BETWEEN BP Trinidad and Tobago LLC.

AND

AMPELMANN OPERATIONS B.V.

CONTRACT No. CW2094000

SECTION II

SCOPE OF WORK
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INTRODUCTION

This Scope of Work is subject to the terms and conditions of the Contract CW2094000
(AGR-067/15) between BP Trinidad and Tobago LLC (“COMPANY”) and Ampelmann
Operations B.V. (“CONTRACTOR”) with an effective date of May 1st 2015
(“CONTRACT”).

COMPANY has retained CONTRACTOR to provide personnel and equipment for


purposes of Transferring Personnel to and from COMPANY’s platform(s) more
particularly described below and in subsequent CALL OFF documents issued from time
to time.

General Scope of Work Package

CONTRACTOR shall supply all personnel, equipment and consumables, excluding


diesel required to perform the WORK described herein.

The WORK shall consist of supply and operation of the Ampelmann Personnel Transfer
system or similarly suited EQUIPMENT to be approved by COMPANY, to be installed on
a vessel to be agreed with the COMPANY on a 24 hour basis.

The WORK shall be executed in full coordination with the COMPANY’s Operations and
Marine Teams and shall be included but not be limited to the following –

PRE-WORKS

• Supply of all Design Drawings, FMEAC’s, Certifications, and Approved


Operating Procedures.

• CONTRACTOR to supply system operatives to maintain full 24 hour operation


in accordance with the Master Agreement.

• CONTRACTOR to obtain visas and work permits for CONTRACTOR Personnel

• CONTRACTOR to supply all consumables, excluding diesel, to maintain full 24


hour operation in accordance with the Master Agreement.

• CONTRACTOR to supply all spares and to carry out maintenance to maintain


full 24 hour operation in accordance with the Master Agreement.

• CONTRACTOR representative to attend COMPANY Risk Assessment and


Planning Meetings in location of COMPANY’s choice

MOBILISATION

• CONTRACTOR to mobilize personnel and equipment to a mutually agreed to


port.

Section II SCOPE OF WORKS Contract Ref: CW2094000


Page 1 of 2
DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

• CONTRACTOR to demonstrate system use in Witness of COMPANY

• CONTRACTOR to provide Training program and conduct training for personnel


being transferred.

• CONTRACTOR to provide Training program and conduct training for any


additional Marine Personnel required to support the use of the system on a 24
hour basis.

WORKS

• CONTRACTOR to ensure transfer system is fully available on a 24 hour per


day basis in accordance with the Master Agreement.

• CONTRACTOR to supply Daily Progress Report to COMPANY Representative

• CONTRACTOR Representative to attend all Tool Box Talks, Safety Meetings


and any other meetings associated with system usage.

DEMOBILISATION

• CONTRACTOR to repatriate all CONTRACTOR’s Personnel to Country of


Domicile.

• CONTRACTOR to arrange export of system and all associated equipment to a


location mutually agreed between COMPANY and CONTRACTOR.

• CONTRACTOR to provide a close out report including but not limited to system
efficiency, operating parameter and the Daily Progress Reports.

DELIVERABLES

CONTRACTOR to provide copies of daily status or progress reports in relation to


operation for CONTRACTOR EQUIPMENT.

SCHEDULE

CONTRACTOR shall complete the Scope of Work in accordance with schedule provided
by COMPANY.

Section II SCOPE OF WORKS Contract Ref: CW2094000


Page 2 of 2
DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

MASTER AGREEMENT FOR


EQUIPMENT RENTAL AND PROVISION OF
ANCILLARY SERVICES

(OFFSHORE PERSONNEL TRANSFER EQUIPMENT)

BETWEEN BP TRINIDAD AND TOBAGO LLC

AND

AMPELMANN OPERATIONS B.V.

CONTRACT No. CW2094000

SECTION III
CONTRACT PAYMENTS
DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

1. General

This Section III – Contract Payments is subject to the terms and conditions of the CONTRACT
(CW2094000) between BP TRINIDAD AND TOBAGO LLC. (“COMPANY”) and Ampelmann
Operations B.V. (“CONTRACTOR”) with an effective date of May 1, 2015 (“CONTRACT”).

All prices contained in this Section are reflected in EUROS and US Dollars equivalent.

CONTRACTOR is an experienced CONTRACTOR, and agrees and confirms that it has a full
understanding of the nature and extent of the Work set forth in Section II – Scope of Work
(“WORK”) and has properly allowed in the prices and rates for the provision and application of all
resources necessary to complete the WORK in a safe and efficient manner.

CONTRACTOR shall provide personnel, equipment and materials and all other required items
necessary to perform the WORK and in accordance with the terms and conditions of the
CONTRACT. CONTRACTOR's full compensation for complete performance of the WORK and
compliance with all the terms and conditions of the CONTRACT shall be in accordance with this
Section. The rates and prices set forth in this Section III – Contract Payments shall be firm and
fixed for the duration of this CONTRACT. In addition, the rates and prices expressed below for
equipment spreads shall be deemed to include all equipment and supplies whatsoever that is
required to perform the WORK in accordance with this CONTRACT.

The amounts stated herein below shall be due and payable to CONTRACTOR hereunder for
execution of the WORK inclusive of profit and equipment depreciation and all costs whatsoever.
The amounts shall include, but not be limited to, indirect equipment costs; all labor (except as
noted below); business and travel expenses; all insurance costs; training; preparation and
closeout costs; personnel certification; drug testing; office expenses; tools; any equipment
necessary to test and calibrate equipment; and for mobilization to the WORK site; and
preparation costs, all in-line with CONTRACTOR’s responsibilities as agreed to under Section II -
Scope of Work.

The prices or rates contained herein are to be complete and shall include but not be limited to all
allowances for management, engineering, supervision, labor, crews, consumables, equipment,
vessels, tools, machinery, transportation, haulage, supplies, materials, maintenance and running
costs of equipment, inspection, ultrasonic or other such non-destructive testing (excl. X-ray),
cleaning and clearing up, repairing defective work, protection and maintenance of the WORK and
establishment charges, fees and all other items and costs associated with and that are necessary
for the completion of the WORK. The prices and rates contained herein will constitute the total
compensation due to CONTRACTOR for performing the WORK unless specifically identified
otherwise in this document.

The prices and rates shall include for managing and performing the WORK as described under
Section II – Scope of Work including interfacing and coordinating with COMPANY’s Engineering
and Procurement (E&P) contractor, fabrication contractors, and COMPANY where applicable.
The prices and rates are to include CONTRACTOR’s project management activities and all
overheads and profit for the WORK and will remain fixed without adjustment unless specifically
provided for in these documents. The prices and rates are to include for CONTRACTOR to carry
out all design and engineering work as described under Section II - Scope of Work and necessary
to complete the WORK, and other activities including but not limited to producing the design
guides, review and checks of design carried out by engineering contractor as required by the

Contract Ref: CW2094000 Page 1 of 5


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

CONTRACT documents, interfacing with the marine surveyor, and preparing execution plans
where applicable.

CONTRACTOR's prices and rates shall include for CONTRACTOR’s participation in the design
development phase and includes but is not limited to participating in design review meetings,
safety meetings, progress meetings, and the like where applicable. This should include all costs,
including but not limited to travel and accommodation expenses associated with providing this
assistance. The amount of time required of CONTRACTOR's employees is to be mutually
agreed between COMPANY and CONTRACTOR.

The prices and rates shall include the cost of carrying out remedial or additional WORK caused
by CONTRACTOR’s method of working or by trade operations on completed WORK.

The prices and rates shall include for coordination checks on relevant COMPANY drawings,
specifications or documents upon receipt by CONTRACTOR.

The prices and rates include all requirements of the CONTRACT documents, specifications and
drawings and include all downtime caused by failure of CONTRACTOR’s equipment and for all
weld repairs and downtime caused by adverse weather conditions, except named tropical
disturbances and currents or otherwise addressed below.

The prices and unit rates contained herein shall be used as a basis for the calculation of prices
and rates for similar Work or Extra Work if such rates are not specifically below.

The prices and rates are fixed and firm for the duration of the CONTRACT and for any
COMPANY approved extension of time to the CONTRACT.

CONTRACTOR’s prices do not include for any costs associated with the provision of bonds, bank
guarantees or valuation certificates.

CONTRACTOR’s prices do not include for any costs associated with personnel entry visas and
equipment import/export charges.

All CONTRACTOR’s rates are inclusive of any Withholding Tax.

Notwithstanding anything stated herein to the contrary, no compensation shall be due and
payable to CONTRACTOR under the provisions of this Section III – Contract Payments for time
periods during which performance of the WORK is delayed or interrupted as a result of damages
to or losses of the WORK, components, or Existing Property and Permanent Works due to the
negligence, in whole or in part, of CONTRACTOR GROUP.

Mechanical Downtime – CONTRACTOR shall be responsible for all costs and time
associated with mechanical downtime associated with CONTRACTOR’s equipment.

Also stand-down time due to CONTRACTOR’s non-compliance with the HSSE Management Plan
shall be to CONTRACTOR’s account.

Weather – Weather downtime or downtime due to named tropical storms and disturbances is
not included in CONTRACTOR’s rates and shall be to COMPANY’s account.

Contract Ref: CW2094000 Page 2 of 5


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

Demobilisation
Demobilisation cost includes transportation of CONTRACTOR’s equipment to the point of origin and
transport of CONTRACTOR’s personnel to point of origin from the Vessel (offshore project
personnel, marine crew).

Without prejudice to the provisions of Article 12 of Section I of the CONTRACT (Conditions of


Contract), on completion of the WORK by CONTRACTOR, the onboard COMPANY representative
shall issue an off-hire certificate to CONTRACTOR’s representative and CONTRACTOR’s
demobilisation can commence; CONTRACTOR’s Day rate, , shall cease upon COMPANY’s
issuance of the certificate. If CONTRACTOR’s EQUIPMENT has additional work in Trinidad (for
another client), the demobilisation date and time will be agreed to in writing between the Parties.

Contract Ref: CW2094000 Page 3 of 5


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

Cost breakdown

Standard Rental Rates


Ampelmann system
Standby Rate
Power packs
Project Engineer
Operator*
* with the support of a vessel crew member as 2nd operator each shift, 24 hr
coverage is possible.

Transportation Lump Sum


Mobilisation
Demobilisation
(including transportation cost carrier)
Travel and lodges for
Operators/Project Engineer per round
trip

Other prices
Engineering
Fabrication of add-ons

1. Notes:
Intentionally Left Blank

2. Provisions of Quarters and Meals


COMPANY shall provide meals and/or quartering for CONTRACTOR and COMPANY
personnel or CONTRACTOR and COMPANY designated third party representatives on
designated Vessel.

3 LOGISTICS

A. Helicopter
1. CONTRACTOR shall provide COMPANY with a planned crew change
schedule. ‘Ad hoc’ flights that are as a result of CONTRACTOR’s
responsibility shall be to CONTRACTOR’s account. Any ‘ad hoc’ flights
requested by COMPANY shall be reimbursable at cost.

2. Medivac /Casevac, in the event of helicopter transport being required for


CONTRACTOR’s personnel evacuation from the COMPANY’s facility as
advised by an authorized onshore medical practitioner, COMPANY shall
facilitate the required arrangements via established COMPANY protocols
at CONTRACTOR’s cost.

Contract Ref: CW2094000 Page 4 of 5


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

3. In the event of CONTRACTOR’s personnel being evacuated from the


COMPANY’s facility for any other reason, all costs including the
reimbursement of such flights and the costs incurred for replacing said
personnel will be at no charge to the COMPANY

B. Land Transport

1. All land transport associated with shore based CONTRACTOR


personnel is included in CONTRACTOR’s costs.

2. All transportation of additional goods/materials requested by COMPANY


and provided by CONTRACTOR in accordance with the terms of the
CONTRACT will be reimbursed at cost.

C. Marine Support – Not Used

1. All international freight required for operational support will be authorized


by the COMPANY in advance of purchase. Any unauthorized freighting
costs will be the responsibility of CONTRACTOR.

D. Port Facilities – Not Used

E. Imports

1. Temporary imports - CONTRACTOR shall submit their process of


importation to COMPANY Representative for acceptance and approval.

2. Permanent Imports - COMPANY shall facilitate the permanent


importation of CONTRACTOR equipment (except ROVSV), for purposes
of performing the Work.

Contract Ref: CW2094000 Page 5 of 5


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

MASTER AGREEMENT FOR


EQUIPMENT RENTAL AND PROVISION OF
ANCILLARY SERVICES

(OFFSHORE PERSONNEL TRANSFER EQUIPMENT)

BETWEEN BP Trinidad and Tobago LLC.

AND

AMPELMANN OPERATIONS B.V.

CONTRACT No. CW2094000

SECTION IV

HEALTH, SAFETY, SECURITY AND ENVIRONMENT


REQUIREMENTS
DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

Section IV - Health, Safety, Security and Environment Requirements

Table of Contents

1.0  DEFINITIONS ................................................................................................................................ 1 


2.0  CONTRACTOR’S HSSE MANAGEMENT SYSTEMS ................................................................. 3 
3.0  HSSE BRIDGING DOCUMENT .................................................................................................... 4 
4.0  HSSE PLAN ................................................................................................................................... 5 
5.0  HSSE RISK ASSESSMENT .......................................................................................................... 5 
6.0  HSSE ORGANIZATION & CULTURE ........................................................................................... 6 
7.0  COMMUNICATION ....................................................................................................................... 6 
8.0  COMPETENCE .............................................................................................................................. 7 
9.0  SUBCONTRACTOR SELECTION AND ROLES ........................................................................... 7 
10.0  PROCESS SAFETY ....................................................................................................................... 7 
11.0  PERSONAL SAFETY ..................................................................................................................... 8 
12.0  HEALTH MANAGEMENT ............................................................................................................. 8 
13.0  DRUG AND ALCOHOL POLICY AND COMPLIANCE ................................................................. 8 
14.0  SECURITY ................................................................................................................................... 10 
15.0  ENVIRONMENTAL ASPECTS AND IMPACT ............................................................................ 10 
16.0  TRANSPORTATION.................................................................................................................... 10 
17.0  MANAGEMENT OF CHANGE .................................................................................................... 11 
18.0  HSSE REVIEWS .......................................................................................................................... 11 
19.0  INCIDENT MANAGEMENT & DATA REPORTING ................................................................... 12 
20.0  CONTROL OF WORK PROCESS ................................................................................................ 13 
21.0  EMERGENCY RESPONSE PLAN ............................................................................................... 13 
22.0  HSSE METRICS AND REPORTING ........................................................................................... 14 
23.0  SELF-VERIFICATION AND AUDIT ............................................................................................. 14 
24.0  ACTION TRACKING.................................................................................................................... 14 
25.0  INSPECTION AND MAINTENANCE .......................................................................................... 15 
26.0  PRODUCT STEWARDSHIP ........................................................................................................ 15 

APPENDICES AND ATTACHMENTS


 Appendix 01 HSSE Plan
 Appendix 02 HSSE Specific Requirements
 Attachment 01 Bridging Matrix
 Attachment 02 Risk Assessment Template
 Attachment 03 HSSE Plan Template
DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

1.0 DEFINITIONS

Solely for the purpose of this Section IV (HSSE), the following terms with first letters capitalised and their
associated acronyms shall have the meanings assigned to them in this glossary. Fully capitalised terms
shall have the meanings assigned to them in Section I (Conditions of Contract).

COMPANY Shall mean a WORKSITE, owned, managed, leased or operated by


Worksite COMPANY GROUP.
Continuous CI Doing better as a result of regular, consistent efforts rather than
Improvement episodic or step-wide changes, producing tangible positive
improvements either in Performance, efficiency or both.
CONTRACTOR The process of CONTRACTOR checking whether WORK performed is
Self-Verification in conformance with the HSSE Requirements including the agreed
procedures defined in the CONTRACTOR’s HSSE-MS. This shall
include corrective actions identified by CONTRACTOR when the check
identifies non-conformance with the applicable requirements.
Control of Work COWP A systematic process to identify the Hazards and assess Risks
Process associated with planned Tasks through which appropriate Risk
Reduction Measures are applied so that the WORK can be performed
safely, without Incident or LOPC.
Days Away From DAFWC A WORK related injury or illness which has either of the following
Work Case consequences:
a) PERSONNEL could not have worked on the DAY following the
injury or illness, irrespective of whether there was scheduled WORK.
b) PERSONNEL come(s) to work even when a physician or other
licensed health care professional recommends that the individual stays
at home.
Emergency ERP Plan covering the detailed response to a predefined set of emergency
Response Plan scenarios.
Endorsement Acknowledgement by COMPANY of the contents of a document of
CONTRACTOR. Acknowledgement by COMPANY may be based on
the limited information available to COMPANY at the relevant time;
this does not alter or affect the responsibility of CONTRACTOR to
perform the WORK, or to produce the document in accordance with
the requirements of the CONTRACT and does not represent or imply
any acknowledgement by COMPANY as to whether CONTRACTOR is
(or would be, if WORK were to proceed on the basis of the document
or activity for which Endorsement is given) in compliance with the
CONTRACT.
Environment / Any or all living organisms including the ecological systems of which
Environmental they form part and the following media (alone or in combination): air
(including the air within the buildings and the air within other natural or
man-made structures whether above or below ground, etc.); water,
etc. (including without limitation water under or within land or in drains
or sewers and surface, ground, coastal and inland waters); land
(including surface land, sub-surface strata, land under water and
natural and manmade structures, etc..); and in the case of a PERSON
includes his/her senses and his/her property.
Environmental Element of an organization's activities, products or services that can
Aspects interact with the environment.

Ref SIV – Section IV – HSSE (Non-PHCA) - Contract No. CW2094000


Page 1 of 15
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Section IV - Health, Safety, Security and Environment Requirements

Environmental Any change to the Environment, positive or negative, that wholly or


Impact partially results from an organization's Environmental Aspects.
Environmental EMP A site-specific plan designed to ensure that all necessary measures
Management are identified and implemented in order to protect the Environment,
Plan comply with Environmental and Social legislation and/or comply with
all COMPANY Environmental and Social requirements.
Hazard Condition or practice with the potential to cause harm to people, the
Environment, COMPANY’S reputation, or assets or business impact.
HSSE Bridging A document that sets out the operational principles applicable to the
Document WORK interfaces between CONTRACTOR and COMPANY at
COMPANY Worksite stating whether CONTRACTOR’s or
COMPANY’s HSSE procedures shall be followed by CONTRACTOR in
order to meet the HSSE Requirements.
HSSE HSSE- Framework of processes and procedures designed to ensure that
Management MS Tasks required to achieve HSSE objectives can be performed.
System
HSSE Plan An HSSE plan developed by CONTRACTOR for the management of
the WORK as described in Appendix 1.
HSSE Requirements set out or referred to in this Section IV HSSE
Requirements Requirements, including specific HSSE requirements as included in
Appendix 2 herein, and all other requirements in the CONTRACT so far
as relevant to HSSE or to the delivery of safe, compliant and reliable
operations.
Incident An unplanned event or sequence of events that results in undesirable
consequences (for example the loss of containment of material or
energy).
Incident A process for Incident reporting and investigation which forms part of
Reporting and the CONTRACTOR’S HSSE-MS.
Investigation
Process
Key Performance KPI A metric for measuring and reporting on performance or progress in
Indicator achieving a goal.
Layers of LOPA A specific Risk Reduction Measure taken to intervene against the
Protection Hazards of a process.
Analysis
Legal and The legal and regulatory requirements imposed on the CONTRACTOR
Regulatory under all applicable laws and regulations and under the CONTRACT.
Requirements
Loss of Primary LOPC An unplanned or uncontrolled release of material from Primary
Containment Containment.
Management of MOC A formal method to manage and control changes that may create
Change HSSE or operational Hazards.
Management CONTRACTOR and/or COMPANY management visits to COMPANY
Site Inspection Worksite to conduct personal and Process Safety inspections
consistent with the CONTRACT.
Near Miss An undesired event that, under slightly different circumstances, could
have resulted in harm to people, damage to Environment or property,
or loss to process.
Performance PIC The annual systematic improvement process applied at each
Improvement COMPANY Worksite based on the plan / do / check / act cycle, but
Cycle with intent and risk assessment and prioritisation steps added at the
start of the process
Personal PPE Protective clothing, helmets, goggles, or other garment or equipment
Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000
Page 2 of 15
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Section IV - Health, Safety, Security and Environment Requirements

Protective designed to protect PERSONNEL from injury and ill health.


Equipment
Primary A vessel, pipe, truck or other means of storage or conveyance
Containment intended to serve as the primary container of material in situ and/or
during transfer.
Process Safety PS A disciplined framework for managing the integrity of hazardous
operating systems and processes by applying good design principles,
engineering and operating practices.
Process Safety PSE An unplanned or uncontrolled LOPC of any material including non-
Event toxic and non-flammable materials (including but not limited to steam,
hot condensate, nitrogen, compressed CO2 or compressed air) from a
process, or an undesired event or condition that, under slightly
different circumstances, could have resulted in a LOPC of a material
from a process.
Recordable Injury RIR or Number of recordable injuries multiplied by two hundred thousand
Rate TRIR (200,000), divided by the number of hours worked. This measure is
sometimes referred to as the Total Recordable Incident Rate (TRIR) as
it measures all recordable injuries including work related fatalities.
Risk A measure of loss or harm to people, the environment, compliance
status, group reputation, assets or business performance in terms of
the product of the probability of an event occurring and the magnitude
of its impact.
Risk Assessment The process by which the impact and likelihood of a risk is assessed.
Risk Reduction Measures and actions taken to reduce Risk or prevent an Incident
Measures occurring, and/or control its impact or frequency, and/or mitigate its
effect on people, the environment or a business. These measures and
actions should be considered in the following order of preference:
elimination, prevention, control, mitigation, and emergency response.
Risk Register A CONTRACTOR document that identifies Hazards and Risks relating
to the WORK. The document shall contain an assessment of the
impact and probability of Risks and identifies PLANT, process, people
and performance Risk Reduction Measures to manage the Risks.
Safety Data SDS A form with data regarding the properties of a particular substance
Sheet which is intended to provide PERSONNEL with procedures for
handling or working with that substance in a safe manner.
Task An activity in support of a piece of WORK.
Task Risk A means of identifying work-related hazards, assessing the possibility
Assessment of those hazards being realized and defining the mitigating actions and
controls required to reduce the risk
Transportation A foreseeable WORK related Hazard in transport or logistic operations
Hazard with the potential to cause harm to people, the Environment,
COMPANY’S reputation, assets or business impact including delay or
increased costs in the transportation of goods, materials or
PERSONNEL.

2.0 CONTRACTOR’S HSSE MANAGEMENT SYSTEMS

2.1 Unless otherwise agreed by the PARTIES in writing, before commencing the WORK
CONTRACTOR shall have in place a formal and documented HSSE-MS and shall maintain it until
COMPLETION of the WORK.

Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000


Page 3 of 15
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Section IV - Health, Safety, Security and Environment Requirements

The application of the CONTRACTOR's HSSE-MS and HSSE Bridging Document shall:

a) Deliver compliance with HSSE Requirements and Legal and Regulatory Requirements
b) Conform to relevant industry HSSE standards applicable to the WORK
2.2 CONTRACTOR’S HSSE-MS shall include but not be limited to the following minimum elements:

2.2.1 HSSE Policy Statement;

2.2.2 Clearly defined roles and accountabilities for leadership and safety critical personnel
related to the delivery of HSSE Requirements;

2.2.3 Competency assurance system, for the demonstration of the required skills, knowledge
and experience of all PERSONNEL involved in the WORK;

2.2.4 HSSE standards, processes, procedures and requirements including but not limited to:

(a) Continuous Risk Assessment, Risk Reduction Measures, PIC and safe, compliant
and reliable operations;

(b) Formal process to document, maintain and rigorously follow HSSE procedures.

(c) ERP, including first aid and provision of medical treatment if required and evacuation
plans;

(d) Incident Reporting and Investigation Process including for identification, recording
and communicating lessons learned;

(e) Requirements for HSSE inspections and audits;

(f) MOC;

(g) CONTRACTOR Self-Verification process

3.0 HSSE BRIDGING DOCUMENT

3.1 CONTRACTOR shall, immediately following the CONTRACT COMMENCEMENT DATE, conduct a
gap analysis between HSSE Requirements and CONTRACTOR’S HSSE-MS using the matrix in
the Attachment 1 - HSSE Bridging Matrix.

3.2 Using the information in the HSSE Bridging Matrix in 3.1 above, CONTRACTOR and COMPANY
shall jointly develop a draft HSSE Bridging Document in a format agreed by COMPANY.
COMPANY shall determine which HSSE-MS processes, procedures or other resolutions shall
have primacy in respect of each HSSE Requirement.

3.3 CONTRACTOR shall obtain written COMPANY’S Endorsement of the HSSE Bridging Document
from COMPANY REPRESENTATIVE and shall communicate it to relevant PERSONNEL prior to
MOBILIZATION to COMPANY Worksite.

3.4 CONTRACTOR shall review the Bridging Document at the frequency specified in the Bridging
Document. Any changes shall be subject to COMPANY’S Endorsement and CONTRACTOR shall
communicate such changes to PERSONNEL.

Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000


Page 4 of 15
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Section IV - Health, Safety, Security and Environment Requirements

3.5 To the extent that COMPANY’S HSSE-MS processes, procedures or other resolutions have
primacy, CONTRACTOR shall train its PERSONNEL on these activities.

4.0 HSSE PLAN

4.1 Prior to MOBILIZATION to the COMPANY Worksite, CONTRACTOR shall develop and document
an HSSE Plan in accordance with Appendix 1 using the Attachment 3 HSSE Plan Template and
shall obtain written COMPANY’S Endorsement for the HSSE Plan.

4.2 CONTRACTOR shall review the HSSE Plan following any AMENDMENT and update as required
.
5.0 HSSE RISK ASSESSMENT

5.1 Risk Assessment

Prior to MOBILIZATION to COMPANY Worksite, CONTRACTOR shall systematically complete an


HSSE Risk Assessment using the Attachment 2 Risk Assessment Template. COMPANY may
agree in writing not to require completion of a Risk Assessment or to the use of an alternative
risk assessment template.

The HSSE Risk Assessment shall be submitted to COMPANY unless otherwise notified by
COMPANY.

The HSSE Risk Assessment shall address all stages of WORK and shall include the following:

5.1.1 Process Safety: CONTRACTOR shall identify Process Safety Risk during planning and
performance of the WORK. This shall include a documented process for the selection of
appropriate Hazard identification and Risk Assessment methodologies. CONTRACTOR
shall implement effective Risk Reduction Measures for the identified Process Safety
Risks and in conjunction with Clause 10 herein.

5.1.2 Personal Safety: CONTRACTOR shall provide a safe working environment by identifying
and assessing personal safety Hazards associated with performing WORK and
implementing effective Risk Reduction Measures for the protection of PERSONNEL.

5.1.3 Health Management: CONTRACTOR shall provide a safe working environment by


identifying Hazards that could potentially harm health and assessing Risks including
human factors and fatigue related to performing WORK and the surrounding environment.
These may include chemical, physical, biological, geographical locations, ergonomic
Hazards and psychosocial factors. CONTRACTOR shall implement effective Risk
Reduction Measures for the identified health management Risks.

5.1.4 Security: CONTRACTOR shall assess security related Risks to PERSONNEL, facilities,
PLANT, EQUIPMENT and information including DEVELOPED
INFORMATION. CONTRACTOR shall implement effective Risk Reduction Measures to
manage the identified Security Risks.

5.1.5 Environment: CONTRACTOR shall assess and manage the impact of WORK on the
Environment. CONTRACTOR shall implement effective Risk Reduction Measures for the
identified Environmental Aspects and Impacts.

Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000


Page 5 of 15
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Section IV - Health, Safety, Security and Environment Requirements

5.1.6 Transportation: CONTRACTOR shall identify Transportation Hazards, assess the Risks,
and maintain Risk Reduction Measures identified as necessary to manage the Risks.
Transportation Hazards include, but are not limited to, motor vehicles, rail, ship, fixed
wing aircraft and helicopter travel.

5.2 Task Risk Assessment

5.2.1 CONTRACTOR shall complete a written Task Risk Assessment prior to commencing each Task.
COMPANY may agree in writing not to require completion of a Task Risk Assessment.

5.2.2 PERSONNEL involved in preparing the Task Risk Assessment shall sign the document to show
that they understand, agree with and endorse the Hazard Identification, Risk Assessment and
Risk Reduction Measures.

6.0 HSSE ORGANIZATION & CULTURE

6.1 CONTRACTOR shall have an HSSE organization that is appropriate for the scale and scope of the
WORK and which enables safe, compliant and reliable operations.

6.2 CONTRACTOR shall not permit any PERSON to breach COMPANY’s or CONTRACTOR’s safe
work practices. CONTRACTOR management shall have a formal process in place to hold all
PERSONNEL accountable for upholding safe work practices whilst performing the WORK.

6.3 Behaviour Based Safety Programs

CONTRACTOR shall have in place and promote a behaviour based safety observation program to
continually improve PERSONNEL behaviour through observation, documentation and taking
actions on trends.

7.0 COMMUNICATION

7.1 Prior to commencement of the WORK at COMPANY Worksite, CONTRACTOR shall confirm all
PERSONNEL have been notified of the HSSE Requirements, Legal and Regulatory Requirements
as appropriate and accept their obligation to comply with the HSSE Requirements, Legal and
Regulatory Requirements.

7.2 CONTRACTOR shall ensure that PERSONNEL have the authority and obligation to:
a) Stop any task or operation where concerns or questions regarding the control of
HSSE risk exist. No work will resume until "stop work" issues and concerns have
been adequately addressed. Any form of retribution or intimidation directed at any
individual or company for exercising their authority as outlined in this program will not
be tolerated.
b) Report unsafe conditions, work practices or unsafe behaviour to CONTRACTOR and
COMPANY.

c) Report to CONTRACTOR and COMPANY any other failure to comply or conform to HSSE
Requirements, Legal and Regulatory Requirements.

CONTRACTOR shall ensure the above requirements are clearly communicated to all PERSONNEL
prior to commencement of the WORK

Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000


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Section IV - Health, Safety, Security and Environment Requirements

7.3 CONTRACTOR shall not take any retaliatory action against PERSONNEL for reporting in good
faith, any concerns in connection with compliance or conformance with HSSE Requirements,
Legal and Regulatory Requirements, or for reporting an Incident or an unsafe and/or unhealthy
condition.

7.4 CONTRACTOR shall require PERSONNEL complete any standard orientations (which provide an
awareness level and do not replace comprehensive HSSE training) and induction applicable to the
COMPANY Worksite prior to commencement of the WORK.

7.5 Communication process:

a) CONTRACTOR shall have in place a documented process that enables PERSONNEL to


report any HSE concern without any fear of retaliation or reprisals, and shall inform
PERSONNEL of that process. .

b) CONTRACTOR shall conduct HSSE meetings and document all the communication of HSSE
Requirements to its PERSONNEL.
.
8.0 COMPETENCE

CONTRACTOR shall:

(a) Define competences and training for PERSONNEL, including any training on HSSE
Requirements;
(b) Document required training, current certification and competency for PERSONNEL;
(c) Verify the competence of PERSONNEL prior to commencement of the WORK and
periodically, as approved by COMPANY, throughout the CONTRACT term, assess and verify
all PERSONNEL against the required competencies for their role and develop action plans to
close identified gaps.

9.0 SUBCONTRACTOR SELECTION AND ROLES

9.1 CONTRACTOR shall systematically verify that all goods, PLANT, EQUIPMENT, materials and
services provided by CONTRACTOR GROUP or goods or services or work performed in
connection with the WORK by THIRD PARTIES meet HSSE Requirements and Legal and
Regulatory Requirements.

9.2 CONTRACTOR shall implement a clear and consistent approach to the HSSE management and
performance of CONTRACTOR GROUP.

10.0 PROCESS SAFETY

10.1 CONTRACTOR shall manage the integrity of its hazardous operating systems and processes by
applying good design principles, including a focus on inherently safer design, and engineering and
operating practices which prevent and control Process Safety Incidents. CONTRACTOR shall
apply the practices, manuals, procedures or codes detailed in Section II Scope of Work of the
CONTRACT. Where no practices, manuals, procedures or codes are detailed in Section II Scope
of Work CONTRACTOR shall use industry standards and CONTRACTOR practices and include
relevant information in HSSE Bridging Document where applicable.

10.2 CONTRACTOR shall develop and implement procedures, competency assessments and training
to prevent, control or mitigate Hazards and Risks to prevent Process Safety Incidents as
necessary to comply with paragraph 10.1 above.
Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000
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Section IV - Health, Safety, Security and Environment Requirements

10.3 CONTRACTOR shall implement sufficient LOPA to manage Risk and shall ensure that LOPA is
periodically reviewed and, where necessary, updated to ensure that they remain robust and
effective.

10.4 CONTRACTOR shall define and provide the level of Process Safety and operating integrity
expertise needed, if any, to perform the WORK and/or to help identify and manage Risks.

10.5 CONTRACTOR shall ensure procedures are developed, reviewed and endorsed by relevant
subject matter experts and shall consider the relevant Risks.

10.6 CONTRACTOR shall ensure its working instructions are clear and practical, and identify all
relevant practices, policies and procedures necessary to perform the WORK.

11.0 PERSONAL SAFETY

11.1 Prior to performing the WORK, CONTRACTOR shall identify, provide, maintain and train
PERSONNEL in applicable PPE requirements. CONTRACTOR shall ensure that PERSONNEL use
PPE as required by the HSSE Requirements and that all identified PPE complies with applicable
HSSE Requirements and Legal and Regulatory Requirements.

11.2 Unless otherwise expressly stated in the Scope of Work, provision of all necessary PPE for all
PERSONNEL shall be the sole responsibility of CONTRACTOR.

12.0 HEALTH MANAGEMENT

12.1 CONTRACTOR shall inform PERSONNEL of any health Risks that will or may be generated by the
WORK and of any health Risks that may remain when the WORK ceases.

12.2 CONTRACTOR shall provide PERSONNEL that are fit to perform the WORK.

12.3 For the management of WORK related injuries and illnesses, CONTRACTOR shall provide its
PERSONNEL access to healthcare including but not limited to the following:

a) Primary health care (provided by medics, nurses and doctors trained in general/family
practice. Primary healthcare providers are usually the first point of contact for a patient).

b) Emergency healthcare (provides immediate attention to individuals with an injury or illness


that is acute, poses an immediate risk to a person's life or long term health and may require
the involvement of multiple levels of care, from a first aider to qualified medical practitioners
such as specialist surgeons or intensive care).

c) Occupational healthcare (that assesses and manages cases of occupational illness and
injury, and provides case management of personnel and where applicable, rehabilitation to
work).

13.0 DRUG AND ALCOHOL POLICY AND COMPLIANCE

13.1 Prohibited Substances are defined as follows:


a) Any otherwise legal but illicitly-used substances, including prescription drugs obtained
without proper medical authorisation, over-the-counter drugs, Tetrahydrocannabinol (THC)-
containing substances, synthetic forms of illegal substances (e.g. synthetic marijuana,

Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000


Page 8 of 15
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Section IV - Health, Safety, Security and Environment Requirements

synthetic cocaine and amphetamine analogues, etc.), and other substances not being used
for their intended purposes.
b) Any alcohol beverage (except where the consumption of alcoholic beverages is expressly
permitted under applicable COMPANY policy). Any substance that an individual is prohibited
from manufacturing, distributing, dispensing, possessing or using under national law in the
country in which the WORK is being performed.

13.2 COMPANY prohibits the use, possession, sale, purchase, transfer, concealment, transportation or
possession of Prohibited Substances when performing WORK. CONTRATOR shall ensure
PERSONNEL are free from the effects of Prohibited Substances in order to ensure the safety of
PERSONNEL, operations, and communities in which WORK is performed, and to protect
COMPANY assets. Accordingly, COMPANY strictly prohibits the use, selling, purchasing,
transferring, concealment, transportation or possession of Prohibited Substances by any
PERSONNEL during the performance of the CONTRACT, while on COMPANY Worksite, in any
COMPANY vehicle, or on COMPANY time.

13.3 Subject to applicable Legal and Regulatory Requirements, CONTRACTOR shall implement and
maintain a drug and alcohol policy that includes the following provisions:

a) PERSONNEL shall not sell, purchase, transfer, conceal, transport or possess Prohibited
Substances and shall be free from the effects of Prohibited Substances while conducting
WORK;
b) PERSONNEL must make known to CONTRACTOR the use of any prescription or non-
prescription medicine or any other substance that he/she believes, or has been advised, may
impair his/her judgment or performance or otherwise adversely affect the normal functions
of his/her mental faculties or physical abilities;
c) PERSONNEL who are required to drive whilst performing WORK must make known to
CONTRACTOR if they no longer possess a valid and unrestricted driver's license as a result
of arrest or conviction related to drugs and/or alcohol;
d) Testing for the presence of certain Prohibited Substances as identified by COMPANY may
take place:
i) Before confirming employment by CONTRACTOR on COMPANY WORK;
ii) Following a COMPANY Worksite Incident;
Iii) As part of a random testing programme;
IV) Or if COMPANY or CONTRACTOR have reasonable suspicion that a member of
PERSONNEL is using a prohibited drug or alcohol.
e) Facilities, living quarters, vehicles, lockers and other personal property on a COMPANY
Worksite may be subject to search.
f) Upon instruction by COMPANY, CONTRACTOR shall subject identified PERSONNEL to drug
testing at any time and for any reason.
g) Any PERSONNEL testing positive for the presence of Prohibited Substances must be
removed from performing WORK pending confirmation of the test result and further
investigation;
h) Any PERSONNEL who refuses to undergo a Prohibited Substance test required by
COMPANY or CONTRACTOR shall be stopped from performing WORK pending a Prohibited
Substance test.

Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000


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Section IV - Health, Safety, Security and Environment Requirements

13.4 CONTRACTOR shall inform all PERSONNEL of its drug and alcohol policy.

13.5 CONTRACTOR shall bring any Incident involving Prohibited Substances to the attention of
COMPANY.

13.6 COMPANY reserves the right to report known or suspected illegal activity to law enforcement
AUTHORITIES.

14.0 SECURITY

14.1 CONTRACTOR shall prepare and shall monitor, periodically review and update a security Risk
Assessment. Upon request by the COMPANY, CONTRACTOR shall provide access to
CONTRACTOR’s security Risk Assessment and associated documents.

14.2 CONTRACTOR shall comply with COMPANY security management policies and procedures, in
force at each COMPANY Worksite and policies including restrictions on firearms.

14.3 In the event that CONTRACTOR becomes aware of a security Incident or emergency,
CONTRACTOR shall immediately inform COMPANY REPRESENTATIVE. If required, actions shall
be agreed between COMPANY REPRESENTATIVE and CONTRACTOR REPRESENTATIVE.

15.0 ENVIRONMENTAL ASPECTS AND IMPACT


15.1 CONTRACTOR shall communicate Environmental Aspects and Environmental Impact identified to
its PERSONNEL and/or COMPANY REPRESENTATIVE.

15.2 CONTRACTOR EMP and procedures shall avoid, minimize or mitigate those Environmental
Impacts assessed as being relevant to the WORK.

15.3 The CONTRACTOR EMP and procedures shall be included in CONTRACTOR’S HSSE-MS and
integrated in CONTRACTOR’S HSSE Plan, as it applies to the WORK.

16.0 TRANSPORTATION

16.1 CONTRACTOR shall have a driving safety practice and/or policy for all PERSONNEL. The driving
safety practice and/or policy shall be in compliance with applicable Legal and Regulatory
Requirements and COMPANY Worksite requirements.

16.2 At a minimum, CONTRACTOR shall meet the following transportation requirements for all
WORK:

Vehicle Requirements:

(a) The vehicle shall be fit to perform the WORK and maintained in safe working order, with
seatbelts installed and functional;

(b) The number of passengers shall not exceed manufacturer’s specification for the vehicle;

(c) Loads shall be secured and shall not exceed manufacturer’s specification and legal limits for
the vehicle

Drivers Requirements:

Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000


Page 10 of 15
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Section IV - Health, Safety, Security and Environment Requirements

(a) Drivers shall be appropriately assessed, licensed, trained and medically fit to operate the
vehicle;

(b) Drivers shall be appropriately rested and alert;

(c) Drivers shall not use a mobile phone or other two-way communication device while
operating the vehicle;

(d) Drivers shall not be under the influence of alcohol where testing demonstrates a level equal
to or higher than 20 mg per 100 ml of blood (20 mg%) and/or drugs, or any other substance
or medication that could impair their ability to drive;

(e) Drivers shall ensure that all occupants wear seatbelts at all times.

(f) Drivers shall ensure that safety helmets be worn by rider and passengers of all-terrain
vehicles, snowmobiles and similar types of vehicle. Motorcycles are prohibited for use
when performing the WORK.

17.0 MANAGEMENT OF CHANGE

17.1 CONTRACTOR shall follow a formal, systematic MOC process prior to implementing any
temporary or long term changes including those relating to materials, equipment, process,
products, services, procedures, practices and key personnel that could: affect the health, safety,
security of personnel and/or impact adversely on the environment. This process shall be
organized into a formal communication and review process that requires the routing of all such
change requests to the key stakeholders, both CONTRACTOR and COMPANY, for their review
and approval prior to implementation.

17.2 The CONTRACTOR’s MOC system shall contain the following components:

a) A formal and systematic risk assessment that identifies assesses and considers the HSSE
risks introduced by implementing the change. Identification and documentation of the
potential impacts on Health, Safety, Security and/or the Environment and how these impacts
will be identified and controlled e.g. procedures, personnel, equipment.

b) Duration of the change: Temporary or Long-Term. CONTRACTOR shall state the projected
duration of the change

c) List of CONTRACTOR and COMPANY reviewers and approvers who are required to review
and/or approve of the change, or changes, prior to their implementation

17.3 CONTRACTOR shall ensure that their MOC system has an electronic or documentation process
for tracking and archiving all MOC’s

17.4 CONTRACTOR shall communicate all changes to persons who could be impacted by the
changes/MOC process being implemented

18.0 HSSE REVIEWS

18.1 CONTRACTOR shall have a programme of HSSE performance reviews, to assess its
effectiveness in HSSE management and in meeting the HSSE Requirements. CONTRACTOR
Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000
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Section IV - Health, Safety, Security and Environment Requirements

shall invite a COMPANY REPRESENTATIVE or delegate(s) to participate in each of these reviews.


These reviews shall cover, but shall not be limited to, performance CONTRACT KPIs.

18.2 CONTRACTOR shall be responsible for the planning and scheduling of HSSE performance
reviews. The first review shall commence no more than twelve (12) weeks from the CONTRACT
COMMENCEMENT DATE unless another date is specified in writing by COMPANY
REPRESENTATIVE or delegate.

18.3 COMPANY and CONTRACTOR shall agree and describe in the HSSE Plan (where applicable) both
the HSSE Review frequency and appropriate representation from the PARTIES.

18.4 COMPANY may request, at any time upon reasonable notice, that CONTRACTOR participates in
ad-hoc HSSE performance reviews and that CONTRACTOR shall submit to COMPANY any
information necessarily required for such reviews.

19.0 INCIDENT MANAGEMENT & DATA REPORTING

19.1 Where instructed by COMPANY, CONTRACTOR shall report and investigate Incidents and Near
Misses utilizing an Incident investigation methodology which has been approved by COMPANY.
CONTRACTOR shall promptly provide COMPANY with a copy of any incident investigation report.
COMPANY shall have the right to:
(a) set the TOR for any CONTRACTOR investigation;
(b) participate in any CONTRACTOR investigation; and/or
(c) require CONTRACTOR to use COMPANY personnel to make up the investigation team.

19.2 Where COMPANY deems necessary, COMPANY may:


a) conduct an independent investigation and CONTRACTOR shall provide COMPANY with all
necessary access and support to allow COMPANY to carry out such independent
investigation; and/or
b) require CONTRACTOR to take necessary corrective actions, where COMPANY does not
consider CONTRACTOR’S investigation to be satisfactory.

19.3 The Incident Reporting and Investigation Process shall require and include the following
notification to COMPANY Representative:

a) Immediate verbal notification that an Incident has occurred;

b) A written notification that an Incident has occurred together with any relevant information
that is available;

19.4 The process shall include the reporting of the following:

(a) Any WORK related occupational injury, illness or fatality that is recordable, including injuries
or illnesses that require medical treatment. CONTRACTOR shall subsequently keep
COMPANY informed of the PERSONNEL’s return to WORK status;

(b) Operational Incidents and Process Safety Event;

(c) Any Incident at a COMPANY Worksite involving moving vehicles, including road traffic
Incidents, single vehicle collision and/ or damage to vehicle/ EQUIPMENT or property;

Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000


Page 12 of 15
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Section IV - Health, Safety, Security and Environment Requirements

(d) Any Incident relating to security;

(e) Any fire (an Incident involving either the unintentional ignition of material resulting in flame,
smoke, charring or singeing, or the evidence that any of these have occurred, regardless of
the presence of flame);

(f) Any explosion (an Incident involving the unintentional, rapid and destructive release of
materials and / or energy, including detonations, deflagrations and physical overpressures
that results in physical damage);

(g) Any unintended electrical arc;

(h) Any LOPC;

(i) Any alleged violations of Legal and Regulatory Requirements, inspections or notice of
inspections of the WORK on any COMPANY Worksite by any AUTHORITY; and

(k) Any Near Miss

20.0 CONTROL OF WORK PROCESS

20.1 Not Used

20.2 Not Used

20.3 CONTRACTOR shall comply with COMPANY’s COW Process and complete all the COW
procedure steps including planning, risk assessment, preparation, approval, execution,
monitoring, and completion and learning as described in the COMPANY’s COW Process.

21.0 EMERGENCY RESPONSE PLAN

21.1 CONTRACTOR shall have a documented ERP and shall be prepared for and have the capability
and resources to respond promptly to emergency events threatening harm to COMPANY and/or
COMPANY’S business operations, COMPANY GROUP, PERSONNEL and assets and the
Environment.

21.2 ERPs shall be designed in accordance with applicable Legal and Regulatory Requirements, Risk
Assessments as described in clause 5.0 and COMPANY Worksite ERPs.

21.3 ERPs shall include a description of the notification and activation process.

21.4 CONTRACTOR shall ensure that all PERSONNEL are familiar with CONTRACTOR’S and
COMPANY Worksite ERPs as applicable to the WORK and that PERSONNEL shall conduct and or
participate in drills and exercises.

21.5 CONTRACTOR shall review the ERPs at least annually to reflect any changes in Hazards, Risks,
organization or contact details, and implement identified improvements.

21.6 CONTRACTOR shall implement, maintain and exercise a documented process for accounting for
PERSONNEL and in the event of an incident and evacuation provide capability and resource to
assist COMPANY in the repatriation of PERSONNEL.
Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000
Page 13 of 15
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Section IV - Health, Safety, Security and Environment Requirements

21.7 CONTRACTOR shall implement and maintain a business continuity plan that meets the needs and
size of its business. The plan shall be reviewed annually to reflect any changes in Hazards, Risk,
organisation or contact details.
.

22.0 HSSE METRICS AND REPORTING

22.1 CONTRACTOR shall report HSSE metrics to COMPANY as requested.

22.2 CONTRACTOR shall provide to COMPANY any additional HSSE information COMPANY may
require for internal or external purposes. Reports provided by the CONTRACTOR shall include
SUBCONTRACTOR data related to the performance of the WORK.

22.3 The metrics associated with the WORK that CONTRACTOR is required to report shall include, but
not be limited to the following:

a) All injuries (including fatality), DAFWC, RIR, Near Miss, recordable illnesses, medical and first
aid treatments as requested;

b) Total WORK hours and business miles driven for all PERSONNEL;

c) Number of LOPC and uncontained spills, as applicable;

d) Percentage of short service PERSONNEL that have less than 6 months of experience in the
same position with the same CONTRACTOR as applicable;

e) Any other event reportable to an AUTHORITY, as applicable.

23.0 SELF-VERIFICATION AND AUDIT

23.1 CONTRACTOR shall, at CONTRACTOR’S defined intervals, perform self-verification and audits of
HSSE Performance and HSSE management processes to verify conformance and compliance
with HSSE Requirements, and immediately correct any identified non-compliance or non-
conformance.

23.2 CONTRACTOR shall assess, at CONTRACTOR’S defined intervals, the results from self-
verifications and audits to identify trends, emerging Risks, opportunities to improve Risk
Reduction Measures and identify improvement opportunities.

23.3 CONTRACTOR shall present the above activities in 23.1 and 23.2 to COMPANY in the HSSE
performance review meeting.

23.4 COMPANY may periodically conduct unannounced assessments and audits of CONTRACTOR’S
HSSE conformance and compliance; performance and management processes.

24.0 ACTION TRACKING

CONTRACTOR shall ensure that a formal and systematic process is in place to implement
corrective actions with due dates for completion and to record and track to closure all actions
identified from COMPANY’S and/or CONTRACTOR’S HSSE reviews, self-verifications, audits,
investigations, and the MOC process.

Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000


Page 14 of 15
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Section IV - Health, Safety, Security and Environment Requirements

25.0 INSPECTION AND MAINTENANCE

25.1 CONTRACTOR shall:


a) Implement and maintain an inspection program to determine the condition of PLANT,
EQUIPMENT and systems;

b) Verify and document that PLANT, EQUIPMENT and systems are fit for service;

c) Verify that the deficiencies identified from the inspection program are investigated and
corrected on a timely basis;

d) Have a preventative maintenance program for prioritizing and scheduling required inspection
and maintenance, as required by the manufacturer; and

e) Ensure all EQUIPMENT and PLANT is duly repaired and fit for service prior to use.

25.2 Upon request, CONTRACTOR shall confirm to COMPANY that CONTRACTOR is in conformance
with all requirements of 25.1, providing supporting evidence where requested.

26.0 PRODUCT STEWARDSHIP

26.1 CONTRACTOR shall maintain a register of materials and products and assess the materials and
products for potential HSSE Hazards.

26.2 CONTRACTOR shall implement and maintain a system to verify that all hazardous materials (any
natural or artificial substance or thing whether in solid, liquid, gas, vapour or any other form,
which is capable (alone or in combination) of causing harm to man or any other living organism, or
capable of damaging the Environment or public health or welfare) are properly labeled, packaged,
transported, stored, used and disposed of in accordance with manufacturer’s recommendations,
recognized industry practice and in conformance and compliance with applicable Laws and
Regulations and applicable HSSE Requirements.

26.3 CONTRACTOR shall inform all PERSONNEL and COMPANY and other identified stakeholders
including THIRD PARTIES about relevant identified HSSE Hazards and Risks relating to materials,
products and services through the provision of Safety Data Sheet (SDS), warning labels or other
appropriate effective communication media.

Ref SIV – Section IV – HSSE (Non-PHCA) Contract No. CW2094000


Page 15 of 15
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Contract Name and Number: Provision of the Ampelmann Walk to Work System – CW2094000
st
Contract Date: 1 May 2015

APPENDIX 01 - HSSE Plan

[To be read in conjunction with clause 4 – HSSE Plan]

The purpose of the HSSE Plan is to define the WORK activity performed by the CONTRACTOR at a sufficient
level of detail to allow direct oversight by COMPANY that CONTRACT requirements are being met.

The CONTRACTOR´S HSSE Plan shall include, and shall not be limited, to the following elements:

1.0 WORK AND CONTRACTOR´S ORGANISATION

1.1 The WORK scope and organisation elements shall include the following:
a) Define the HSSE policy and goals for the WORK
b) A description of the WORK to be undertaken by the CONTRACTOR;
c) Identification, in the form of a register, of all applicable Legal and Regulatory Requirements in
respect of HSSE for the WORK.
d) A list of CONTRACTOR’S key positions that will be assigned to the CONTRACT including
their clearly defined HSSE objectives, targets, roles and accountabilities;
e) Define the organizational interfaces for HSSE management and supervision covering roles,
accountabilities, responsibilities and communication channels between COMPANY and
PERSONNEL
f) Define the level of supervision required to safely manage the WORK

2.0 CONTRACTORS HSSE-MS STRATEGIES, PROGRAMS AND PROCEDURES

2.1 CONTRACTOR shall define the HSSE strategies, programs and activities to deliver safe, reliable
WORK in compliance with the CONTRACT and Legal and Regulatory Requirements.

2.2 Where required by COMPANY, define a schedule of required legal compliance tasks and a
description of the operational controls (processes and procedures), safeguards, and measures that
will be implemented to manage the permitting requirements and legal obligations.

2.3 In the HSSE Plan the CONTRACTOR shall:

a) Include specific actions for the implementation of CONTRACTOR’S HSSE-MS in accordance with
the CONTRACT;

b) Include the specific actions CONTRACTOR will take in order to implement the HSSE Bridging
Document which shall be appropriate to the WORK;

c) Identify those elements of the CONTRACTOR’ HSSE-MS as listed in HSSE Bridging Document
that needs to be verified at the COMPANY Worksite.

d) Develop scope of work specific Task procedures as appropriate

e) Include specific actions to conduct self-verification activity.

Ref SIV – Section IV – HSSE (Non-PHCA) -– Appendix 1 <date> Page 1 of 3


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

Contract Name and Number: Provision of the Ampelmann Walk to Work System – CW2094000
st
Contract Date: 1 May 2015

2.4 The COMPANY personal safety principles outlined in Clause 10 of Section IV HSSE Requirements
shall be incorporated in the HSSE Plan and are to be enforced by CONTRACTOR to ensure the safety
of PERSONNEL and of any related stakeholders and communities.

2.5 Environmental and social plans and procedures shall be integrated into the HSSE Plan to the extent
relevant to the WORK.

3.0 RISK MANAGEMENT AND ACTION TRACKING

3.1 The HSSE Plan shall include the following elements:


a) Identification of HSSE and Process Safety Hazards related to the WORK and on-going Hazards
Identification and Risk Assessment processes, including public health Hazards;
b) Creation of a Risk Register and a description of the operational controls and Risk Reduction
Measures, that will be implemented to manage the HSSE Risks and to deliver conformance with
the HSSE Requirements at all stages of the WORK including demobilization;
c) Identification of the COW procedure(s) to be followed at the COMPANY Worksite;
d) Identification of actions resulting from the Risk Assessment of the gaps between the
CONTRACTOR HSSE-MS and HSSE Requirements;
e) Definition of the CONTRACTOR´S action tracking system and process to ensure that all identified
HSSE actions during performance of the WORK are recorded, monitored and closed-out by the
appropriate PERSONNEL.

4.0 TRAINING AND COMPETENCES

4.1 CONTRACTOR shall include the training plan requirements in the HSSE Plan, including, but not
limited to the following:
a) Induction training for PERSONNEL;
b) Operational training requirements, including task/job-specific skills and knowledge management;
c) Identified HSSE training requirements associated to the WORK activity;
d) Competency training for COW role
e) Certification and associated training required as per Legal and Regulatory Requirements.

5.0 PLANT, EQUIPMENT, TOOLS AND MATERIALS (IF REQUIRED)

5.1 The HSSE Plan shall include the following elements:


a) Register of SCE
b) Maintenance and inspection plans for EQUIPMENT described in a) above;

6.0 PERFORMANCE MANAGEMENT, SELF-VERIFICATION AND AUDIT

6.1 The HSSE Plan shall include the following elements:


a) CONTRACTOR´S process to manage HSSE Performance against the HSSE Plan and the
CONTRACT throughout the performance of the WORK;
b) Management Site Inspections program, which shall include CONTRACTOR and/or
COMPANY leadership representatives;
c) Timeline and resources for delivery against specified HSSE activities;

Ref SIV – Section IV – HSSE (Non-PHCA) -– Appendix 1 <date> Page 2 of 3


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

Contract Name and Number: Provision of the Ampelmann Walk to Work System – CW2094000
st
Contract Date: 1 May 2015

d) Proposed CONTRACTOR´S Self-Verification, audit and compliance system to verify


CONTRACTOR and SUBCONTRACTOR(S) adherence to the defined HSSE procedures and
the HSSE Plan, to verify that any deficiencies identified, or non-conformances to
commitments in the HSSE Plan are resolved and to audit the effectiveness of
CONTRACTOR'S HSSE-MS applied to the WORK;
e) Reporting process to provide COMPANY with HSSE Performance metrics and incidents
resulting from the WORK and to submit to COMPANY the results of CONTRACTOR´S Self-
Verification, audit and compliance system process.
f) Frequency and required CONTRACTOR and COMPANY attendance to the HSSE Reviews.

7.0 CONTINUOUS IMPROVEMENT

7.1 The HSSE Plan shall include the monitoring and measurement mechanisms to determine if
CONTRACT requirements and targets are being met and controls are effective to deliver the WORK
in a safe, reliable and compliant manner.

Ref SIV – Section IV – HSSE (Non-PHCA) -– Appendix 1 <date> Page 3 of 3


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

Contract Name and Number: Provision of the Ampelmann Walk to Work System – CW2094000
Contract Date: 1st May 2015

APPENDIX 2 – Specific HSSE Requirements

As defined under the relevant CALL OFF

Ref SIV – Section IV – HSSE (Non-PHCA) -– Appendix 2 Page 1 of 1


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

Contract Name and Number Provision of the Ampelmann Walk to Work System – CW2094000
Contract Date 1st May 2015

ATTACHMENT 1 - HSSE Bridging Matrix

[To be read in conjunction with clause 3.0 – HSSE Bridging Document]

1.0 Instructions
CONTRACTOR may follow the following guide in filling out the columns in the below HSSE Bridging matrix.

1.1 HSSE Requirements

This column lists HSSE Requirements (that is requirements set out or referred to in Section IV HSSE Requirements, including local and
WORK specific HSSE requirements as included in Appendix 2 to Section IV HSSE Requirements, and all other requirements in the
CONTRACT so far as relevant to HSSE or to the delivery of safe, compliant and reliable operations). Use the bottom row titled ´´Other´´
for COMPANY Worksite and scope-specific HSSE requirements.

1. 2 CONTRACTOR HSSE-MS

Please list the applicable CONTRACTOR HSSE-MS that enable conformance with the HSSE Requirements.

1.3 Gap to be bridged

CONTRACTOR shall list the identified gaps between CONTRACTOR’S HSSE MS and the HSSE Requirements.

1.4 Gap Resolution

CONTRACTOR shall propose resolution to close identified gaps.

Ref SIV – Section IV – HSSE (Non-PHCA) -– Attachment 1 Page 1 of 2


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

Contract Name and Number Provision of the Ampelmann Walk to Work System – CW2094000
Contract Date 1st May 2015

2.0 HSSE BRIDGING MATRIX

CLAUSE (1.1) HSSE REQUIREMENTS (1.2) CONTRACTOR HSSE-MS (1.3) Gap to be bridged (1.4) Gap Resolution
Date of Issue
1.0 DEFINITIONS
2.0 CONTRACTOR’S HSSE- MANAGEMENT
SYSTEMS
3.0 HSSE BRIDGING DOCUMENT
4.0 HSSE PLAN
5.0 HSSE RISK ASSESSMENT
6.0 HSSE ORGANISATION AND CULTURE
7.0 COMMUNICATION
8.0 COMPETENCE
9.0 SUBCONTRACTOR SELECTION AND
ROLES
10.0 PROCESS SAFETY
11.0 PERSONAL SAFETY
12.0 HEALTH MANAGEMENT
13.0 DRUG AND ALCOHOL POLICY AND
COMPLIANCE
14.0 SECURITY
15.0 ENVIRONMENT ASPECTS AND IMPACT
16.0 TRANSPORTATION
17.0 MANAGEMENT OF CHANGE
18.0 HSSE REVIEWS
19.0 INCIDENT MANAGEMENT AND DATA
REPORTING
20.0 CONTROL OF WORK PROCESS
21.0 EMERGENCY RESPONSE PLANS
22.0 HSSE METRICS AND REPORTING
23.0 SELF-VERIFICATION AND AUDIT
24.0 ACTION TRACKING
25.0 INSEPCTION AND MAINTENANCE
26.0 PRODUCT STEWARDSHIP
n/a Other - As per Appendix 2 and other
CONTRACT requirements

Ref SIV – Section IV – HSSE (Non-PHCA) -– Attachment 1 Page 2 of 2


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

Risk Log

Attachment 02 - Risk Assessment Template


(To be read in conjunction with clause 5 - Risk Assessment)

Note:
Care is needed in using and interpreting the results of risk assessment, in service of safe, compliant and reliable operating. The risks
referred to in this assessment and in documents produced as part of this process are hypothetical situations, derived in most cases from
data on similar or analogous past events, incidents or types of incident that have occurred in the oil industry, or industry in general, or
which feature certain elements of those events or incidents, whether alone or in combination. However, the estimated impacts and
likelihoods must be treated with caution as applicable data are not always available to support a quantitative assessment.

If all possible outcomes were plotted on likelihood - consequence matrix, it would show a distribution from low likelihood - high
consequence events to more likely events that have a much lower consequence. Such distributions can be impractical for prioritizing risk
management activities, so representative estimates are typically used by industry instead.

Any reference to the likelihood or possible impact of a risk event taking place does not imply acceptability or tolerance of it. It is only an
expression of an estimate based on information available at the time for the purpose of enabling the effective management of risk.

Risk or Hazard Risk Description Likelihood of the event Risk Consequences Risk Reduction Measures
Select from
Risk No Describe risk details Select from drop-down list Consequences if the risk is not mitigated Actions to be taken to mitigate the risk
drop-down list
0001
0002
0003
0004
0005
0006
0007
0008
0009
0010
0011
0012
0013
0014
0015

4/30/2015 Page 1
DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B
Contract Name and Number: Provision of the Ampelmann Walk to Work System - CW294000]
Contract Date 1st May 2015

ATTACHMENT 3 - HSSE Plan Template


[To be read in conjunction with clause 4 – HSSE Plan and Appendix 1]

Note:

- This HSSE Plan Template is a model for CONTRACTOR to use but its format is not mandatory.

- All clauses listed in the “REQUIREMENTS” column below should be matching with the selected clauses in the main document. If clause(s) are de-
selected please put “NOT USED” at the end of the “REQUIREMENTS”.

Describe how the procedures listed in the


HSSE Target
Contractor SMS Bridging Document will be Activity / Task to meet Responsible Start End
RequirementS Frequency End Comment
implemented at the Worksite for each of the Requirement ( example ) Person Date Date
(Section IV) Date
relevant HSSE RequirementRequirement /
1.0 DEFINITIONS
Not Applicable

2.0
CONTRACTOR'S
HSSE
MANAGEMENT
SYSTEM
3.0 HSSE
BRIDGING
DOCUMENT

4.0 HSSE Plan Not Applicable

5.0 HSSE RISK


ASSESSMENT

Ref SIV – Section IV – HSSE (Non-PHCA) - Attachment 3 1


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B
Contract Name and Number: Provision of the Ampelmann Walk to Work System - CW294000]
Contract Date 1st May 2015

6.0 HSSE Clearly defined HSSE


ORGANIZATION objectives, targets, roles
AND CULTURE and accountabilities.

7.0
Internal and external lines
COMMUNICATI
of communication
ON
Defining the training
requirement by job title /
role including any specific
8.0 competency
COMPETENCE requirements and a
schedule of activity to
meet the training
requirements
9.0 SUB-
CONTRACTOR
SELECTION AND
ROLES
10.0 PROCESS Including a schedule of
SAFETY activities
11.0 PERSONAL Including a schedule of
SAFETY activities
12.0 HEALTH
MANAGEMENT
13. DRUG AND Including a schedule of
ALCOHOL activities
POLICY AND
COMPLIANCE

Including a schedule of
14.0 SECURITY
activities

Ref SIV – Section IV – HSSE (Non-PHCA) - Attachment 3 2


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B
Contract Name and Number: Provision of the Ampelmann Walk to Work System - CW294000]
Contract Date 1st May 2015

15.0
ENVIRONMENT Including a schedule of
AL ASPECTS activities
AND IMPACT
16.0
Including a schedule of
TRANSPORTATI
activities
ON
Including the criteria for
determining which
17.0 proposed changes to the
MANAGEMENT WORK and associated
OF CHANGE activity require
application of the MoC
process

The agenda for review


meetings will include KPI
metrics, benchmark
comparison,
18.0 HSSE
CONTRACTOR’S
REVIEWS
performance against
HSSE Plan requirements,
and HSSE spend against
budget

Including health,
19.0 INCIDENT
environmental, safety
MANAGEMENT
and material loss
AND DATA
incidents and near miss
REPORTING
events

Ref SIV – Section IV – HSSE (Non-PHCA) - Attachment 3 3


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B
Contract Name and Number: Provision of the Ampelmann Walk to Work System - CW294000]
Contract Date 1st May 2015

Including the certification


requirements of
identified WORK
20.0 CONTROL positions required for
OF WORK implementation of the
PROCESS Control of Work
procedures to be
followed at the
WORKSITE

In particular, the
21.0 schedule of drills and
EMERGENCY exercises that will be
RESPONSE conducted to maintain a
PLAN state of readiness for an
emergency
22.0 HSSE
METRICS AND
REPORTING
Including a schedule of
HSSE Performance
23.0 SELF-
reviews, assessments,
VERIFICATION
audits and action plans to
AUDIT
enhance HSSE
Performance
Formal and Systematic
process with defined
accountabilities to ensure
that all identified HSSE
24.0 ACTION actions within the
TRACKING CONTRACT scope are
recorded, monitored and
closed-out by the
appropriate responsible
person

Ref SIV – Section IV – HSSE (Non-PHCA) - Attachment 3 4


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B
Contract Name and Number: Provision of the Ampelmann Walk to Work System - CW294000]
Contract Date 1st May 2015

25.0 Including replenishment


INSPECTION of critical spares for all
AND defined PLANT and
MAINTENANCE equipment
26.0 PRODUCT
STEWARDSHIP

Reviewed by (COMPANY Representative): (CONTRACTOR Representative)

Title: Title:

Date: Date:

Ref SIV – Section IV – HSSE (Non-PHCA) - Attachment 3 5


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

MASTER AGREEMENT FOR


EQUIPMENT RENTAL AND PROVISION OF
ANCILLARY SERVICES

(OFFSHORE PERSONNEL TRANSFER EQUIPMENT)

BETWEEN BP TRINIDAD AND TOBAGO LLC.

AND

AMPELMANN OPERATIONS B.V.

CONTRACT No. CW2094000

SECTION V
QUALITY AND INTEGRITY MANAGEMENT
DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

STANDARD QUALITY AND INTEGRITY MANAGEMENT REQUIREMENTS


CONTRACTOR shall have established within its organization a documented Quality System for
the planned and systematic control of its scope of work, including inspection of materials and
equipment at source, the acquisition of certification and other supplier and subcontractor data and
documentation.
Unless otherwise agreed by COMPANY, CONTRACTOR/Supplier Quality Management System
shall be certified by an accredited certifying body to the requirements of ISO 9001: 2000 covering
the scope of work related with this CONTRACT.
The necessary inspection code requirements as applicable for CONTRACTOR, Subcontractors,
Third parties and Integrated Project Team requirements shall be identified within the ITPs (i.e.;
Hold, Witness, Monitor, Review and Approve). COMPANY shall have the right to monitor
CONTRACTOR’S compliance to the contract requirements by undertaking surveillance,
interventions, reviews and audits.
CONTRACTOR shall submit a Quality Plan specifically developed to the requirements of the
Work Release within 10 days, or previously agreed time frame of the CONTRACT award.
As an integral part of the bid package and to facilitate COMPANY’S evaluation, CONTRACTOR
is required to submit examples of the Quality Management System to include but not limited to a
Quality Plan Content List.
The Quality Plan shall integrate the practices and procedures contained in the CONTRACTORS’
Quality Control System. As a minimum, a Project Quality Plan shall include:

1.0 General Requirements


 Quality Policy
 An outline description of the Quality Management System and associated
controls to be adopted for the project.
 A Project organization chart giving key job titles and employee names.
 Job descriptions and responsibilities for key positions.
 Personnel Competency Assurance and Training system
 Procedure Development, Document Control, authorization levels, distribution
matrix
 Quality Reporting or NCR system
 Root-Cause Analysis
 Corrective/Preventive Action
 Lessons Learned Process
 Project Quality Audit program (i.e. Internal & External audits, schedule, etc)
 Management of Change
 As-Built Documentation
 Pre-production/kick-off meeting agenda
 Quality Control and Design Engineering Quality Plans
 Design Review and Validation process in accordance to the contract
 Design Change Notification Process
 Technical Requirement
 Audit and Review Process
 Verification of Subcontractors and/or Sub-suppliers’ Quality Management
Systems
 Technical Queries System
 List of all Work Procedures and/or Method statements to be used in the Job
 Continuous Quality Improvement Program

Contract Ref: CW2094000 Page 1 of 2


DocuSign Envelope ID: 49F13A30-9F29-4D48-9112-B6675AA8D97B

 Action Tracking System to monitor the resolution of Quality Management


actions
 Document and Data Management System (i.e. Document creation,
Approvals, Storage, As-Built, Handover, Formats, etc)

1.1 Quality Control for Procurement:


 An outline description of the procurement management system and
associated controls to be adopted for the project.
 Inspection and Test Plans (ITP)
 Assessment and selection of Suppliers/Contractors (Qualification)
 QA/QC requirements for Suppliers/Contractors
 Inspection, Measuring & Test Equipment (Inspection & Calibration Program)
 Handling, Storage and Preservation Plan
 Identification, Traceability & Certification requirements for
Equipment/Material
 Criticality Assessment System for equipment/material
 Deviation Request Procedure.
 Preferred Supplier/Contractor program.
 Reliability Requirements for equipment.
 Supplier and Contractor Inspection and Certification Release System
 Contractor Documentation Requirements Listing (CDRL)

1.2 Quality Control for Project Execution


 Lists of procedures, practices, work instructions, specifications, codes and
standards for all appropriate activities.
 Progress reporting
 Periodic Quality meeting schedule

Performance of the Work and selected records, as stipulated in the Contract Specifications, shall
be included in the Final Report.

Contract Ref: CW2094000 Page 2 of 2