CMIT-PRT-10.

53-190069

MATERIAL PURCHASE AGREEMENT

FOR

Long Term Supply for Mechanical Seals of Rotating Equipment

(2 years)

No. : CMIT- PRT-10.53-190069

BETWEEN

CNOOC IRAQ LIMITED

AND

[______________________________]

Dated as of

_____________, 2019

Dubai, UAE
 TABLE OF CONTENTS

Page No.

ARTICLE I MATERIALS AND PURCHASE ORDER.........................................................1

1.1 Agreement.............................................................................................................1
1.2 Purchase and Sale of Materials...........................................................................1
1.3 Purchase Orders...................................................................................................1
1.4 Term.......................................................................................................................2
ARTICLE II PRICING AND PAYMENT TERMS..............................................................2
2.1 Pricing...................................................................................................................2
2.2 Payment.................................................................................................................2
2.3 Account..................................................................................................................2
ARTICLE III DELIVERY AND LIQUIDATED DAMAGES.....................................3
3.1 Contract Schedule................................................................................................3
3.2 Delivery Guarantee; Liquidated Damages........................................................3
3.3 Limitation of Liability..........................................................................................4
ARTICLE IV ADDITIONAL PROVISIONS........................................................................4
4.1 Other Company Designations.............................................................................4
ARTICLE V MISCELLANEOUS PROVISIONS................................................................4
5.1 General Terms and Conditions...........................................................................4
5.2 Performance Security..........................................................................................4
5.3 Notice.....................................................................................................................4
5.4 Governing Law.....................................................................................................5
5.5 Contract Documents............................................................................................5
APPENDIX A GENERAL TERMS AND CONDITIONS....................................................1
ARTICLE I DEFINED TERMS.............................................................................................1
1.1 Defined Terms.......................................................................................................1
1.2 References and Titles...........................................................................................5
ARTICLE II PURCHASE ORDERS.....................................................................................6
2.1 Binding Effect of the Purchase Order................................................................6
2.2 Separate Contract................................................................................................6
2.3 Conflict..................................................................................................................6
2.4 Change Orders.....................................................................................................6
2.5 Guarantee of the Purchase Order.......................................................................6
ARTICLE III SUPPLIER’S GENERAL OBLIGATIONS..................................................7
3.1 Standards of Performance...................................................................................7
3.2 Access....................................................................................................................7
3.3 Permits and Licenses............................................................................................7
3.4 Health and Safety.................................................................................................7
ARTICLE IV SUPPLIER’S SPECIFIC OBLIAGTIONS...................................................8
4.1 Training.................................................................................................................8
4.2 Cooperation..........................................................................................................8
4.3 Language...............................................................................................................8
4.4 Packing and Insurance........................................................................................8
4.5 Contract Administration.....................................................................................8
ARTICLE V COMPANY’S RIGHTS....................................................................................8
5.1 Inspection..............................................................................................................9
5.2 Releases.................................................................................................................9
 5.3 Right to Audit.......................................................................................................9
5.4 Right to Subcontract............................................................................................9
ARTICLE VI REPRESENTATIONS AND WARRANTIES...............................................9
6.1 Supplier’s Representations and Warranties......................................................9
6.2 Company’s Representations and Warranties..................................................10
ARTICLE VII CONTRACT PRICE; TERMS OF PAYMENT........................................11
7.1 Contract Price.....................................................................................................11
7.2 Milestone Payments............................................................................................11
7.3 Disputed Invoices................................................................................................11
7.4 Set-Off..................................................................................................................11
7.5 Withholding........................................................................................................12
7.6 Deduction of Losses............................................................................................12
7.7 Deduction of Costs..............................................................................................12
7.8 Payment Not Acceptance...................................................................................12
ARTICLE VIII DELIVERY OF MATERIALS..................................................................12
8.1 Delivery...............................................................................................................12
8.2 Delivery Terms....................................................................................................13
8.3 Inspection of Materials......................................................................................13
8.4 Passage of Title; Risk of Loss............................................................................13
ARTICLE IX WARRANTIES..............................................................................................13
9.1 Scope of Warranties...........................................................................................13
9.2 Warranty Periods...............................................................................................14
9.3 Warranty Obligations........................................................................................14
9.4 Records Maintenance.........................................................................................14
ARTICLE X INSURANCE...................................................................................................15
10.1 Required Insurance............................................................................................15
10.2 Certificates of Insurance....................................................................................15
10.3 Company Additional Insureds..........................................................................15
10.4 Waiver of Subrogation.......................................................................................15
10.5 Deductibles..........................................................................................................15
10.6 Maintenance of Coverage..................................................................................15
10.7 Notice of Claims..................................................................................................16
10.8 Minimum Coverage...........................................................................................16
10.9 Self-insured.........................................................................................................16
10.10 No limitation or Waiver.................................................................................16
10.11 Supplier Materials..........................................................................................16
10.12 Subcontractor Insurance...............................................................................16
10.13 Liability Not Affected by Insurance.............................................................17
ARTICLE XI CONFIDENTIALITY...................................................................................17
11.1 Protection Confidential Information................................................................17
11.2 Permitted Disclosures........................................................................................17
11.3 Supplier’s Use of Confidential Information.....................................................18
11.4 Survival...............................................................................................................18
11.5 Non-Disclosure of Contract Terms...................................................................18
11.6 Supplier Information.........................................................................................18
ARTICLE XII LIQUIDATED DAMAGES.........................................................................18
12.1 Liquidated Damages..........................................................................................18
12.2 Payment of Liquidated Damages......................................................................18
12.3 Exclusive Remedy...............................................................................................19
ARTICLE XIII DEFAULT AND REMEDIES....................................................................19
13.1 Supplier Events of Default.................................................................................19
13.2 Company Events of Default...............................................................................19
13.3 General Remedies...............................................................................................20
13.4 Remedies Cumulative........................................................................................20
ARTICLE XIV LIMITATIONS OF LIABILITY...............................................................20
14.1 Exclusion of Consequential Damages...............................................................20
ARTICLE XV INDEMNIFICATION..................................................................................20
15.1 Third Party Claims............................................................................................20
15.2 Personal Injury; Damage to Property..............................................................21
15.3 Pollution Indemnity...........................................................................................21
15.4 Intellectual Property Indemnity.......................................................................21
15.5 No Reduction......................................................................................................22
15.6 Travel Risks........................................................................................................22
ARTICLE XVI TAXES AND CUSTOMS...........................................................................22
16.1 Tax Payment.......................................................................................................22
16.2 Complying with Requirements.........................................................................22
16.3 Withholding by Supplier...................................................................................23
16.4 Withholding by Company.................................................................................23
16.5 Additional Tax....................................................................................................23
16.6 Indemnification..................................................................................................23
16.7 Presence inside Iraq for Tax Purpose...............................................................24
16.8 Tax Deduction from Payments..........................................................................24
ARTICLE XVII INTELLECTUAL PROPERTY..............................................................24
17.1 License.................................................................................................................24
17.2 Ownership of Intellectual Property..................................................................24
17.3 Use of Trademarks.............................................................................................24
17.4 Infringement.......................................................................................................25
ARTICLE XVIII QUALITY, HEALTH, SAFETY AND ENVIRONMENTAL
REQUIREMENTS.................................................................................................................25
18.1 General Requirements.......................................................................................25
18.2 QHSE Requirements..........................................................................................25
18.3 Miscellaneous......................................................................................................26
ARTICLE XIX SUBCONTRACTS..................................................................................26
19.1 Consent to Engage Subcontractors...................................................................26
19.2 Supplier Liability................................................................................................26
19.3 Indemnification..................................................................................................26
ARTICLE XX FORCE MAJEURE.....................................................................................27
20.1 Excused Performance........................................................................................27
20.2 Notification..........................................................................................................27
ARTICLE XXI GENERAL PROVISIONS.........................................................................27
21.1 Assignment..........................................................................................................27
21.2 Independent Contractor....................................................................................27
21.3 Certain Practices................................................................................................28
21.4 Notices.................................................................................................................29
21.5 Currency Conversion.........................................................................................29
21.6 Entire Agreement...............................................................................................29
21.7 Severability.........................................................................................................29
21.8 Nature of Obligations.........................................................................................29
 21.9 Amendments and Waivers.................................................................................30
21.10 Dispute Resolution.........................................................................................30
21.11 Waiver of Immunity.......................................................................................31
21.12 Counterparts...................................................................................................32
21.13 Binding Effect.................................................................................................32
21.14 Survival...........................................................................................................32
APPENDIX B DESCRIPTION OF MATERIALS...............................................................1
APPENDIX C PRICE LIST AND MILESTONE PAYMENT SCHEDULE......................1
APPENDIX D FORM OF PURCHASE ORDER.................................................................1
APPENDIX E CONTRACT SCHEDULE AND GUARANTEED DELIVERY DATE....1
APPENDIX F REQUIRED INSURANCE.............................................................................1
APPENDIX G PERFORMANCE GUARANTEE....................................................................1
 MATERIAL PURCHASE AGREEMENT FOR Long Term Supply for Mechanical
Seals of Rotating Equipment (2 years)
This MATERIAL PURCHASE AGREEMENT FOR Long Term Supply for Mechanical Seals
of Rotating Equipment (2 years) (this “Agreement”) is made and entered into as of
_______________, 201__ (the “Contract Date”), between CNOOC Iraq Limited, , a company
existing under the laws of British Virgin Islands (“Company”), and
[________________________], a company established and existing under the laws of [insert
place of incorporation], with its principal place of business at [Address]_____________
(“Supplier”). Company and Supplier are collectively referred to in the Agreement as the
“Parties” and individually as a “Party.” Unless otherwise defined, capitalized terms used in
the Agreement shall have the meaning set forth in Appendix A, Section I.1.
RECITALS

WHEREAS, Company desires to purchase from Supplier, and Supplier desires to sell to
Company, the Materials; and

WHEREAS, the Parties desire to define herein the specific terms and conditions pursuant to
which Supplier shall deliver and sell the Materials to Company.

NOW, THEREFORE, in consideration of the premises and the mutual promises and
agreements contained herein, and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:

ARTICLE I
MATERIALS AND PURCHASE ORDER

I.1 Agreement

Supplier shall provide to Company the Materials more fully described in Appendix B in
accordance with the terms and conditions and subject to the limitations set forth in the
Agreement.

I.2 Purchase and Sale of Materials

Supplier shall sell to Company and Company shall purchase from Supplier the
materials (the “Materials”) as specified in Appendix B.

Supplier shall provide all associated services necessary or appropriate to perform the
Services on the Project Site in the Republic of Iraq (“Target Jurisdiction”).

“Project Site” means Missan Oil Fileds, the Republic of Iraq.

I.3 Purchase Orders

In the event that Company wishes Supplier to provide Materials and only when
applicable, Company shall issue to Supplier an executed Purchase Order in the form
contained in Appendix D setting out the description and quantity of Materials it wishes

1
 to procure and other information provided for in such form (each a “Purchase Order”).
As soon as reasonably possible following receipt of such Purchase Order, Supplier shall
design, prepare, manufacture, or otherwise procure, and supply to Company the
Materials specified therein, in each case in accordance with such Purchase Order and at
the applicable fixed unit rates set out in Appendix C.

I.4 Term

The term of the Agreement shall commence on the Contract Date and continue to be
effective for Two (2) years (“Contract Period”),

ARTICLE II
PRICING AND PAYMENT TERMS

II.1 Pricing

With respect to each Purchase Order, Company shall pay to Supplier in full and final
compensation for all of Supplier’s obligations thereunder, including all things necessary
for Supplier’s complete performance thereof (including remedying of any Defects), the
fixed unit rates for the relevant Materials as set out in Appendix C. For the avoidance
of doubt, these unit rates shall apply to any Delivery Point within Iraq. The
compensation provided for in this Agreement and in the relevant Purchase Order shall
be the sole compensation payable to Supplier for the Materials covered by this
Agreement and by such Purchase Order, unless otherwise agreed in writing by the
Parties. The rates shall be fully and finally discharge the Company of its liabilities
under this Agreement o and it is inclusive of each and every taxes including but not
limited to income taxes, profit taxes, property taxes, stamp taxes, document taxes, value
added taxes, general sales taxes, sales taxes, excise taxes, surtaxes, surcharges or any
other taxes or governmental charges which any Governmental Authority having
jurisdiction over the Agreement, or the relevant Delivery Point may impose, assess or
levy against any member of Supplier and its Affiliates on account of or resulting from
the execution or performance of the Agreement by Company or Supplier and its
Affiliates engaged in providing the Materials. The actual Contract amount will depend
on actual workload, the total Contract amount can be less than XXXXXX USD (the
“Contract Price”) but should not exceed it.

II.2 Payment

Unless otherwise specified in Appendix C, Supplier shall submit an invoice with

respect to each Purchase Order following its provision of the Materials specified therein
to Company. Company shall pay to Supplier the amount set forth in such invoice
within ninety (90) days of the later to occur of its acceptance of such invoice or its
receipt, in satisfactory order and condition, of all the Materials specified in the relevant
Purchase Order.

II.3 Account

All payments by Company to Supplier under the Agreement shall be made in U.S.
dollars by wire transfer to the following bank account of Supplier:

Title of Beneficiary’s Bank Account: XXXXXXXXXXXXX

2
 IBAN / Account Number of Beneficiary: XXXXXXXXXXXXX
Name of Beneficiary’s Bank: XXXXXXXXXXXXX
Name of Branch of Beneficiary’s Bank: XXXXXXXXXXXXX
Address of Branch of Beneficiary’s Bank: XXXXXXXXXXXXX
SWIFT/SORTING CODE: XXXXXXXXXXXXX
Name of Intermediary Bank: XXXXXXXXXXXXX
Name of Intermediary Bank Branch: XXXXXXXXXXXXX
Address of Intermediary Bank Branch: XXXXXXXXXXXXX
SWIFT/SORTING CODE: XXXXXXXXXXXXX

, provided that Supplier may specify different bank account details to Company in
writing from time to time stamped with official chop of the Supplier; provided, further,
that any such change in bank account details shall be effective only five (5) Business
Days’ after Company has acknowledged receipt thereof.

ARTICLE III
DELIVERY AND LIQUIDATED DAMAGES

III.1 Contract Schedule

Supplier shall deliver each component of Materials at the Delivery Point in

accordance with the Contract Schedule set forth on each Purchase Order.

III.2 Delivery Guarantee; Liquidated Damages

(a) Supplier guarantees that it will achieve Delivery of the Materials no later than
the Guaranteed Delivery Date as set forth for each Purchase Order.

(b) If Supplier does not achieve Delivery on or prior to the applicable Guaranteed
Delivery Date, Supplier shall pay Company, as liquidated damages, the
amount calculated as follows (“Liquidated Damages”):

(i)
Purchase Order Price of delayed
Material
x 10% x Number of Days of delay
Purchase Order Guaranteed Delivery
Period

(ii) The Parties confirm that the Liquidated Damages represent a genuine pre-
estimate of Company’s loss.

(iii) If Supplier fails to make the delivery on or prior to the applicable

Guaranteed Delivery Date, for reasons not attributable to Company, Company
shall have the right to terminate this Agreement immediately and Supplier,
notwithstanding the termination, shall be obliged to pay the aforesaid
Liquidated Damages to Company without delay.

III.3 Limitation of Liability

The Supplier’s maximum aggregate liability for Delay Liquidated Damages hereunder
shall not exceed fifteen percent (10%) of the total Purchase Order value.

3
 ARTICLE IV
ADDITIONAL PROVISIONS

IV.1 Other Company Designations

“Business Jurisdictions” means the Republic of Iraq and the Emirate of Dubai.

ARTICLE V
MISCELLANEOUS PROVISIONS

V.1 General Terms and Conditions

In addition to the terms herein, the general terms and conditions set forth in Appendix A
shall govern the Agreement.

V.2 Performance Security

Within thirty (30) days after the Contract Date, Supplier shall provide to Company a
bond, issued by an international recognized bank or any other financial institution
approved by Company at the time of issuance (which approval shall not be
unreasonably withheld), substantially in the form contained in Appendix G, in the
amount of ___________ when initially issued (with the amount of the Performance
Security to be adjusted thereafter to the then applicable Contract Price each time
adjustments to the Contract Price accumulating to more than _________________
occur) to guarantee the performance of Supplier’s obligations hereunder (the
“Performance Security”). The Performance Security shall take effect from the date
of issuance and expire no earlier than 27 months from the date of issuance. All the
bank guarantees shall be sent by Swift Message by the authorized bank of the
Supplier to authorized bank of the Company as specified in the contract. Performance
Security shall be extended if any extension will be made for the Contract period, the
Bond extension period will be the same extension to Contract period.

V.3 Notice

All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, mailed by registered or certified mail (return
receipt requested), sent by internationally recognized overnight courier, or emailled,
to the Parties at the following addresses or email addresses, as applicable, (or at such
other address or email address, as applicable, for a Party as shall be specified by like
notice):

If to Company, to

Ms. XXXXXX

Email : XXXXXX

Tel : XXXXXX

Address: XXXXXX

4
 If to Supplier, to

Mr. XXXXXX

Email : XXXXXX

Tel : XXXXXX

Address : XXXXXX

V.4 Governing Law

The Agreement shall be construed in accordance with and governed by the laws of
England (without reference to its rules as to conflicts of law).

V.5 Contract Documents

(a) The following documents shall be incorporated herein by reference and shall
constitute part of the Agreement:

Appendix A General Terms and Conditions

Appendix B Description of Materials
Appendix C Price List and Milestone Payment Schedule
Appendix D Form of Purchase Order
Appendix E Contract Schedule and Guaranteed Delivery Date
Appendix F Required Insurance
Appendix G Performance Guarantee

(b) Should any conflict exist between or among documents forming Agreement,
the order of priority in which the conflicting provisions shall govern, one over
the other, is as follows:

(i) This document;

(ii) The general terms and conditions set forth in Appendix A;

(iii) Any other Appendices;

(iv) All other certificates, documents and instruments delivered under the
Agreement.

Each Party acknowledges, however, that all of the parts of the Agreement are
cumulative, and the fact that one or more provision requires more work or set
higher standards of performance than another provision shall not be deemed a
conflict.

[signature page follows]

5
 IN WITNESS WHEREOF, each Party has caused its duly authorized representative to
sign the Agreement as of the date first written above.

CNOOC Iraq Limited, as Company

By: ______________________________
Name: Gao Dongsheng
Title: General Manager

[Insert name of party in bold], as Supplier

By: ______________________________
Name:
Title:

Signature Page for Long Term Supply for Mechanical Seals of Rotating Equipment (2 years)
agreement (contract NO.CMIT-PRT-10.53-190069)
 APPENDIX A
GENERAL TERMS AND CONDITIONS

ARTICLE I
DEFINED TERMS

I.1 Defined Terms

The following terms shall have the following meanings in the Agreement:

“Affiliate” means, with respect to any Person, any other Person controlling,
controlled by or under common control with such Person. For purposes of this
definition and the Agreement, the term “control” (and correlative terms) means the
power, whether by contract, equity ownership or otherwise, to direct the policies or
management of a Person.

“Agreement” has the meaning set forth in the preamble to the Agreement.

“Applicable Law” means all laws (including any rules of the common law), statutes,
rules, regulations, ordinances, subsidiary legislation, codes, judgments, orders,
decrees, injunctions, and requirements of Governmental Authorities with jurisdiction
or authority over the Parties or the Materials .

“Business Day” means any other day than (a) a Friday or Saturday or (b) a day on
which commercial banks in any Business Jurisdictions are authorized or required to
be closed.

“Business Jurisdictions” has the meaning set forth in Section IV.1 of the Agreement.

“Change Order” means any written document signed by Supplier and Company
pursuant to Appendix A, Section II.4 after the execution and delivery of the
Agreement authorizing a change in the Materials to be provided by Supplier
hereunder and, if appropriate, an adjustment in the Contract Price or any other
pertinent provision(s) of the Agreement.

“Claim” means any judgment, claim, action, cause of action, demand, lawsuit,
proceeding, grievance, governmental investigation or audit, loss, assessment, fine,
penalty, administrative order, arbitral award, obligation, cost (including attorney’s
fees), expense, lien, liability or damage (whether direct, indirect, actual, consequential
or punitive).

“Company” has the meaning set forth in the preamble to the Agreement.

“Company Additional Insureds” has the meaning set forth in Appendix A,

Section X.3.

“Company Event of Default” has the meaning set forth in Appendix A,

Section XIII.2.

“Confidential Information” has the meaning set forth in Appendix A, Section

11.1(a).

“Contract Date” is defined in the preamble to the Agreement.

Appendix A- 1
“Contract Price” means the total amount owed by Company pursuant to the
Agreement in respect of the Materials, subject to adjustment only pursuant to a
Change Order.

“Contract Schedule” means the schedule for the Delivery of Materials set forth in
each Purchase Orders.

“Defects” means any non-compliance of any Materials (or any portion thereof) with
any of the warranties set forth in Appendix A, Section 9.1 or any Specifications
contained in the relevant Purchase Order and the Agreement, and “Defective” shall be
construed accordingly.

“Delivery” means the delivery of the Materials by Supplier to Company at the

applicable Delivery Point designated in a Purchase Order, and “Deliver” shall be
construed accordingly.

“Delivery Point(s)” means the location(s) designated for the Delivery of Materials as
specified in the Purchase Order.

“Dollar”,”US Dollar” and “$” mean the currency of the United States of America.

“Event of Default” means a Company Event of Default or a Supplier Event of

Default, as applicable.

“Force Majeure” means any event that: (a) renders a Party unable to comply with its
obligations under the Agreement; (b) is beyond the reasonable control of the affected
Party; (c) does not result from the fault, negligence or intentional act of the affected
Party or such Party’s failure to comply with Applicable Law or Good Industry
Practices; and (d) could not have been avoided by the affected Party through the
exercise of proper diligence including the expenditure of reasonable monies and/or
taking reasonable precautionary measures, including (to the extent that such events
satisfy the foregoing criteria), the following:

(i) acts of God;

(ii) expropriation or confiscation of facilities;

(iii) war, terrorism, rebellion, sabotage or riot;

(iv) fires, explosions, hurricanes, tornados, floods, microbursts or

other natural catastrophes;

(v) actions or inaction of Governmental Authorities that render(s)

illegal performance required in connection with the Work;

(vi) national labor strikes;

(vii) a change in any Applicable Law (other than one affecting only
a tax payable by Supplier or any other cost of Supplier’s
performance hereunder) that takes place after the date of the
Agreement; and

(viii) injunctions issued by Governmental Authorities;

Appendix A- 2
provided, however, Force Majeure shall not include:
(A) lack of finances;

(B) strikes or labor disturbances limited to a single

employer performing any of the Work, unless, as a
result of any such strike or labor disturbance, there is no
other Person capable and reasonably available to
Supplier to perform such Work;

(C) shortages or price fluctuations with respect to Materials;

(D) economic hardship;

(E) shortages of manpower, except to the extent caused by

an event that would otherwise constitute a Force
Majeure;

(F) delay or failure to perform of a Subcontractor, except to

the extent caused by an event that would otherwise
constitute a Force Majeure; or

(G) machinery or equipment breakdown, except to the

extent caused by an event that would otherwise
constitute a Force Majeure.

“Good Industry Practices” means those practices, methods and standards that, in the
exercise of reasonable and prudent judgment by a person, company or other entity in a
same or similar industry as Supplier, based on the facts known or which reasonably
should have been known at the time a decision was made, would have been expected
to adopt, to efficiently accomplish the desired result in a manner that: (a) is consistent
with all Applicable Laws and the standards generally utilized in similar projects; (b)
makes due consideration for reliability, safety and protection of equipment; and (c) is
consistent with manufacturers’ recommendations and warranties.

“Governmental Approval” means any authorization, consent, approval, license,

ruling, permit, certification, exemption, or registration by or with any Governmental
Authority relevant to the performance by a Party under the Agreement or the use of
the Materials.

“Governmental Authority” means any government and any political, judicial,

administrative, executive or legislative subdivision thereof, including (a) any national,
state, provincial, county, municipal, local or other governmental body, authority or
agency, and (b) any governmental, regulatory, administrative, executive, and judicial
departments, courts, commissions, boards, bureaus, ministries, agencies or other
instrumentalities exercising any administrative, regulatory, executive, judicial,
legislative, police, arbitral or taxing authority or power having authority over any
Party or the Materials.

“Guaranteed Delivery Date” with respect to each component of Materials, means

the date designated as such for such component as set forth in each Purchase Order.

“Indemnified Person” has the meaning set forth in Appendix A, Section XV.1.

Appendix A- 3
“Interest Rate” is the percentage per annum set forth in Section 4.1 of the
Agreement.

“LCIA Rules” is defined in Appendix A, Section XXI.10(c).

“Legal Dispute” means any dispute, controversy or claim, of any and every kind or
type, whether based on contract, tort, statute, regulations, or otherwise, arising out of,
connected with, or relating in any way to the Agreement, the relationship of the
Parties, the obligations of the Parties or the operations carried out under the
Agreement, including any dispute as to the existence, validity, construction,
interpretation, negotiation, performance, non-performance, breach, termination, or
enforceability of the Agreement, provided that a Legal Dispute shall not include any
matter referable to an accounting firm for determination pursuant to the Agreement.

“Liquidated Damages” has the meaning set forth in Section III.2 of the Agreement.

“Materials” means all of the material, goods and other items described in Appendix
B (as such Appendix may be modified from time to time).

“Party” and “Parties” have the meaning set forth in the preamble to the Agreement.

“Party Group” includes employees, officers, shareholders, representatives/agents,

subsidiaries and Affiliates of the Party.

“Person” means any individual, corporation, partnership, joint venture, association,

trust, unincorporated organization or government or any agency or political
subdivision thereof.

“Purchase Order” has the meaning set forth in Section I.3 of the Agreement.

“Required Insurance” has the meaning set forth in Appendix A, Section X.1.

“Site” means any real property or site of Company.

“Specifications” means the specifications of the Materials set out in Appendix B of

the Agreement.

“Subcontractor” means any Person retained by Supplier to supply materials or

services in connection with the Agreement.

“Supplier” has the meaning set forth in the preamble to the Agreement.

“Supplier Event of Default” has the meaning set forth in Appendix A,

Section XIII.1.

“Unrestricted Information” means any information disclosed by one Party to the

other Party that: (a) is or becomes part of the public domain without fault of the
receiving Party; (b) was received by the receiving Party from a Person under no
obligation to the disclosing Party with respect to maintaining the confidentiality
thereof; or (c) was already in the receiving Party’s possession and not subject to
confidentiality restrictions at the time the information was made available by the
disclosing Party.

“Warranty Period” has the meaning set forth in Appendix A, Section IX.2.

Appendix A- 4
 “Work” means all of the services, activities, equipment and materials necessary to
produce or deliver any Materials.

I.2 References and Titles

(a) All references in the Agreement to Appendices, Articles, Sections, subsections,

and other subdivisions refer to the corresponding Appendices, Articles,
Sections, subsections, and other subdivisions of the Agreement and all of the
Appendices are incorporated into and made a part of the Agreement, unless in
each case expressly provided otherwise.

(b) Titles appearing at the beginning of any Articles, Sections, subsections, or

other subdivisions of the Agreement are for convenience only, do not
constitute any part of such Articles, Sections, subsections or other
subdivisions, and shall be disregarded in construing the language contained
therein.

(c) The words “the Agreement,” “herein,” “hereby,” “hereunder,” “and “hereof,”
and words of similar import, refer to the Agreement as a whole and not to any
particular subdivision unless expressly so limited. The words “this Section,”
“this subsection,” and words of similar import, refer only to the Sections or
subsections hereof in which such words occur.

(d) The word “or” is not exclusive, and the word “including” (in its various forms)
shall mean including (in its various forms) without limiting the generality of
the description preceding such term.

(e) Pronouns in masculine, feminine, or neuter genders shall be construed to state

and include any other gender.

(f) Words, terms, and titles (including terms defined herein) in the singular form
shall be construed to include the plural and vice versa, unless the context
otherwise expressly requires.

(g) General words in this Agreement shall not be given a restrictive meaning by
reason of their being preceded or followed by words indicating a particular
class of acts, matters or things or by examples falling within the general
words.

(h) A reference to a party to any document includes that party's successors and
permitted assigns.

ARTICLE II
PURCHASE ORDERS

II.1 Binding Effect of the Purchase Order

Unless otherwise provided in the body of the Agreement, Company shall not be
obliged to engage Supplier to provide Materials and Supplier shall not be obliged to
provide Materials to Company, unless and until a Purchase Order has been executed
by Company and delivered to Supplier pursuant to this Appendix A, Article II.

II.2 Separate Contract

Appendix A- 5
 Each Purchase Order shall be considered a separate contract between Company and
Supplier. Each such Purchase Order shall incorporate the terms and conditions of the
Agreement whether or not specifically referenced in the Purchase Order. Each
Purchase Order and the terms and conditions of the Agreement constitute the entire
contract between Company and Supplier with respect to the subject matter of such
Purchase Order, and supersede all prior negotiations, representations or other
agreements, either oral or written, related to such subject matter.

II.3 Conflict

In the event of any conflict between the terms of a Purchase Order and the Agreement,
the Agreement shall prevail. In the event that a particular order for Materials by
Company involves such special circumstances as to require modification of any terms
and conditions contained in the Agreement, such modification must be expressly and
mutually agreed in accordance with Appendix A, Section XXI.9 hereof and shall be
effective only in respect of the specific Materials and term for which such
modification is expressly agreed.

II.4 Change Orders

Company has the right to order changes to the Materials specified in a Purchase Order
through the issuance to Supplier of a written notice setting forth such change (each a
“Change Order”). Such changes may include additions, alterations or replacements
(provided such additions, alterations or replacements are within the capability and
resources of Supplier) or omissions from the Materials. Any adjustment to pricing
contained in the applicable Purchase Order resulting from any such changes shall be
made pursuant to a fair valuation to be mutually agreed in writing by Company and
Supplier. All such adjustments shall be set forth in the Change Order.

II.5 Guarantee of the Purchase Order

By way of guarantee for the due performance of Supplier’s obligations under a

Purchase Order, Company has the right to require in such Purchase Order that
Supplier furnish Company with a bank guarantee or an irrevocable standby letter of
credit within thirty (30) days of the execution of such Purchase Order, in form and
substance reasonably satisfactory to Company. In the event that Supplier commits a
material breach of its obligations under the Agreement or a Purchase Order, [and
following written notice of the breach from Company (which notice shall describe
such breach in reasonable detail), Supplier fails to remedy the breach within thirty
(30) days of the date of such notice from Company, Company shall be entitled to call
upon any such bank guarantee or draw down upon any such letter of credit, in each
case without further notice to Supplier. This entitlement is without prejudice to, and
is in addition to, the other rights and remedies that Company has under Applicable
Laws or pursuant to the Agreement and applicable Purchase Order.

ARTICLE III
SUPPLIER’S GENERAL OBLIGATIONS

III.1 Standards of Performance

Supplier shall perform all its obligations under the Agreement in a professional,
competent and diligent manner in accordance with the terms of the Agreement, Good
Industry Practices and Applicable Law. Supplier shall be responsible for ensuring that

Appendix A- 6
 all personnel of Supplier and each of its Subcontractors are qualified, competent and
properly licensed to do the Work that they perform. Supplier shall conduct itself (and
ensure that each Subcontractor conducts itself) with appropriate ethical and
professional standards.

III.2 Access

Supplier shall ensure that its personnel and its Subcontractors enter and exit
Company’s premises only by the entrances and exits designated from time to time by
Company.

III.3 Permits and Licenses

Supplier shall, at its sole cost and expense, obtain and maintain in full force and effect
all licenses and permits required by any Governmental Authority for Supplier to
operate its business and perform in accordance with the Agreement.

Supplier hereby acknowledges that pursuant to Iraqi laws, Iraqi government’s rules
and regulations and the requirement of Technical Service Contract for the Missan Oil
Fields dated May 17, 2010 entered into by and between Company and other
contracting parties, it is responsible for completing the relevant corporate and trade
registrations (in the form of establishing a legal entity or otherwise) and obtaining all
required licences, permits and consents (including without limitation security
clearance) in a timely manner at its own costs and risk, and shall indemnify and hold
Company harmless against any loss, damages, penalties, Claims, liabilities, costs
and/or expenses Company may suffer arising from or in connection with any failure
by Supplier to complete such registration or obtain such licences, permits or consents.

III.4 Health and Safety

Supplier shall take all precautions necessary and shall be solely responsible for the
safety of Work and the safety and adequacy of the manner and methods it employs to
perform the Work. Supplier shall not require or allow any of its personnel or any of
its Subcontractors’ personnel to work in surroundings or under working conditions
that are unsanitary, hazardous or dangerous to health or safety. Supplier shall conduct
Work and cause any Subcontractors to perform Work in conformance with all
applicable safety and health laws, ordinances, rules, regulations, orders and all other
requirements and, when on Company’s Site, those imposed by Company.

ARTICLE IV
SUPPLIER’S SPECIFIC OBLIAGTIONS

IV.1 Training

Supplier shall, at no additional cost to Company, train Company’s personnel with

respect to the use and operation of the Materials, if so required by Company.

IV.2 Cooperation

Supplier shall cooperate with Company in connection with the Delivery and use of the
Materials. Without limiting the generality of the foregoing, Supplier shall: (a) keep
Company reasonably advised regarding the schedule for shipping and Delivery of the
Materials; and (b) promptly reply to all reasonable inquiries from Company regarding

Appendix A- 7
 the Materials, including providing documentation pertaining to the Materials upon the
reasonable request of Company (including any paperwork and documentation
necessary to process and clear Materials for import into the Delivery Point).

IV.3 Language

All documentation provided by Supplier to Company pursuant to the Agreement shall

be in the English language.

IV.4 Packing and Insurance

Supplier shall be responsible for packing the Materials in accordance with Good
Industry Practices to attempt to prevent damage during handling, transportation and
unloading. Supplier shall allow Company’s insurer’s surveyor to witness the packing
of the Materials and shall implement any recommendations made by such surveyor
which are necessary to maintain Company’s marine cargo insurance in full force. In
no event shall any recommendation by Company’s insurer’s surveyor or any adoption
or rejection thereof by Supplier in whole or any part relieve Supplier from any of its
obligations under the Agreement.

IV.5 Contract Administration

Supplier shall designate, as of the Contract Date, a qualified project manager who
shall serve as the single point of contact for all communications relating to contract
administration and performance by Supplier under the Agreement. Supplier shall not
replace a project manager without Company’s prior written consent, such consent not
to be unreasonably withheld. Supplier shall promptly notify Company of any change
in key personnel involved in the management, performance or administration of the
Agreement.

ARTICLE V
COMPANY’S RIGHTS

V.1 Inspection

Company shall have the right from time to time to inspect Work in progress or Work
completed whether at Supplier’s or Company’s premises. Company shall provide
reasonable advance notice prior to any such inspection on Supplier’s premises.
Supplier shall provide safe access to such Work and shall provide scaffolds and
ladders in place and/or such other equipment as required by Company to conduct such
inspections. No inspection performed by, or failed to be performed by, Company
under this Appendix A, Section 5.2 shall: (a) be deemed a waiver of Supplier’s
obligations under the Agreement; or (b) be construed as an approval or acceptance of
any portion of Materials. In the event Company detects any defect in the Work,
Supplier shall promptly correct such Work at no cost to Company.

V.2 Releases

Supplier shall promptly notify Company in writing of any claims, liens or

encumbrances of any nature affecting or relating to the Materials. Company shall
have the right, prior to making final payment to Supplier, to require Supplier to
release any liens, claims or encumbrances related to the Materials and to furnish
similar releases from Subcontractors, suppliers and all in forms reasonably acceptable

Appendix A- 8
 to Company. If any lien or encumbrance of any nature is filed affecting or relating to
the Work, or Company receives notice of any such lien or encumbrance that has been
filed or is expected to be filed to secure any claim arising out of the performance or
any omission related to the Agreement, Supplier shall, upon written demand by
Company, promptly obtain and record a full release and discharge of such lien. If
Supplier fails to do so, Company may pay such claim from monies due or payable to
Supplier and obtain and record such release and discharge at Supplier’s expense.

V.3 Right to Audit

Supplier shall, and shall cause Subcontractors to: (a) allow Company to inspect and
audit any books, records, correspondence, receipts, vouchers and other documentation
related to the Work or performance under the Agreement; and (b) preserve all such
documentation for a period of two (2) years after final payment under the Agreement.

V.4 Right to Subcontract

Notwithstanding any other provision of the Agreement, Company shall have the right,
in its sole discretion, to retain any Person (which may include Supplier, an Affiliate
thereof or a Subcontractor) to perform Company’s obligations hereunder.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

VI.1 Supplier’s Representations and Warranties

Supplier represents to Company as follows:

(a) Supplier is duly incorporated, organized or formed (as applicable), validly

existing and in good standing under the law of the jurisdiction of its
incorporation, organization or formation. Supplier has full power and
authority to own its property and to carry on its business as now conducted.

(b) Supplier has full power and authority to execute the Agreement and to carry
out all its obligations under the Agreement. Its execution and performance of
the Agreement and the consummation of the transactions contemplated by the
Agreement have been duly authorized by all requisite corporate action on its
part. The Agreement constitutes a valid and legally binding obligation of
Supplier, enforceable against it in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws now or hereafter in effect
relating to creditors’ rights generally. Supplier’s representative executing the
Agreement has sufficient authority to sign the Agreement in Supplier’s name
and on Supplier’s behalf, and such authority has not been limited or revoked.

(c) Supplier’s execution and performance of the Agreement and the transactions
contemplated hereby do not constitute a breach of any term or provision of, or
a default under, (i) any contract or agreement to which it or any of its Affiliates
is a party or by which it or any of its Affiliates or its or their property is bound,
(ii) its organizational documents or (iii) any laws, regulations or judicial orders
having applicability to it.

Appendix A- 9
 (d) There is no legal proceeding pending or, to its knowledge, threatened against
Supplier that could adversely affect the validity of the Agreement or the ability
of Supplier to perform its obligations hereunder.

(e) Supplier has reviewed the Agreement and has and will be at all times have (or,
relying on the services of Subcontractors, will be able to obtain and maintain
for the term of the Agreement) the requisite expertise, professional
qualifications, licenses, registrations, skills, personnel, technology, experience,
technical and financial resources to perform the Work in accordance with the
Agreement.

(f) None of the Equipment, or their sale or use by Supplier or Company, or the
provision by Supplier of the Services, will infringe any patents or any
copyrights, trademark or proprietary information rights of others.

VI.2 Company’s Representations and Warranties

Company represents to Supplier as follows:

(a) Company is duly incorporated, organized or formed (as applicable), validly

existing and in good standing under the law of the jurisdiction of its
incorporation, organization or formation. Company has full power and
authority to own its property and to carry on its business as now conducted.

(b) Company has full power and authority to execute the Agreement and to carry
out all its obligations under the Agreement. Its execution and performance of
the Agreement and the consummation of the transactions contemplated by the
Agreement have been duly authorized by all requisite corporate action on its
part. The Agreement constitutes a valid and legally binding obligation of
Company, enforceable against it in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws now or hereafter in effect
relating to creditors’ rights generally. Company’s representative executing the
Agreement has sufficient authority to sign the Agreement in Company’s name
and on Company’s behalf, and such authority has not been limited or revoked.

(c) Company’s execution and performance of the Agreement and the transactions
contemplated hereby do not constitute a breach of any term or provision of, or
a default under, (i) any contract or agreement to which it or any of its Affiliates
is a party or by which it or any of its Affiliates or its or their property is bound,
(ii) its organizational documents or (iii) any laws, regulations or judicial orders
having applicability to it.

(d) There is no legal proceeding pending or, to its knowledge, threatened against
Company that could adversely affect the validity of the Agreement or the
ability of Company to perform its obligations hereunder.

Appendix A- 10
 ARTICLE VII
CONTRACT PRICE; TERMS OF PAYMENT

VII.1 Contract Price

Supplier shall provide and deliver the Materials to Company in consideration of the
Contract Price. Supplier shall be deemed to have satisfied itself as to the correctness
and sufficiency of the unit rates set out in the Agreement. For the avoidance of doubt,
all such unit prices are inclusive of all fees and charges incurred or which may be
incurred by Supplier, its Subcontractor and its Affiliates in the provision of the
Materials under the Agreement.

VII.2 Milestone Payments

Company shall pay Supplier each Milestone Payment provided under Appendix B
within ninety (90) days after acceptance of an invoice certifying completion of the
corresponding performance milestone, which invoices shall include reasonable
documentation supporting such certification. Payments made by Company shall not
preclude the right of the Company to thereafter dispute any of the items invoiced.

VII.3 Disputed Invoices

Company shall not be obligated to pay amounts that are subject to a good faith
dispute; provided, however, any disputed amounts that are determined to be owed (or
determined to have been charged and paid in error) shall accrue interest at the Interest
Rate from the date due until paid or from the date paid until the date refunded, as
applicable. Notwithstanding any other provision of the Agreement, in the event
Company disputes in good faith any amount claimed to be owed pursuant to the
Agreement, each Party shall be obligated, for a period of not less than thirty (30) days
or until such dispute is resolved, to negotiate in good faith to resolve such dispute.

VII.4 Set-Off

Company may set-off any amounts owing and unpaid by Supplier under the
Agreement against payment of any Contract Price or any other payments due to
Supplier hereunder.

VII.5 Withholding

Company has the right to withhold payment due to Supplier under any Purchase
Order on account of:

(a) unsatisfactory performance of the Agreement;

(b) Supplier’s failure to remedy Defective portions of the Materials under the
Agreement where Company has given Supplier notice of any such Defective
Materials; or

(c) the failure of Supplier to provide adequate evidence of its compliance with the
insurance and/or bank guarantee requirements contained in the Agreement.

Any payments withheld by Company pursuant to the terms of the Agreement shall be
without prejudice to any other rights or remedies available to Company.

Appendix A- 11
VII.6 Deduction of Losses

Without prejudice to any other rights or remedies Company may possess and in
addition to Company’s legal and equitable rights of set off, if Supplier causes
Company loss by reason of any breach of the Agreement or by tortuous act or by any
breach of statutory duty giving rise to a Claim by Company against Supplier for
damages or indemnity or contribution, then without prejudice to and pending the final
determination or agreement between the Parties as to the amount of such loss,
indemnity, contribution or payment, Supplier shall forthwith pay or at Company’s sole
option, Company has the right to deduct from any payment or monies otherwise due
to Supplier, such sum as Company shall bona fide estimate as the amount of such loss,
indemnity, contribution or payment and such estimate shall be binding and conclusive
on Supplier until final determination or agreement between the Parties.

VII.7 Deduction of Costs

If Supplier is unable to fulfill its obligations under the Agreement, any costs incurred
by Company to remedy the delinquency shall be borne by Supplier, and Company has
the right, at its sole option, to deduct such costs from any payment due to Supplier.

VII.8 Payment Not Acceptance

Any payment made under the Agreement shall not constitute an admission by
Company as to acceptance of the Materials thereof in respect of the Agreement and in
no event shall any such payment affect Supplier’s representations, warranties and
undertakings.

ARTICLE VIII
DELIVERY OF MATERIALS

VIII.1 Delivery

Notwithstanding the provisions of INCOTERMS 2010, Delivery of any Materials

shall not be deemed to occur until such Materials satisfies the requirements set forth
in Appendix B and the Purchase Order applicable in all material respects. Supplier
shall provide Company with not less than three (3) days’ advance notice of the date on
which any Materials is to be delivered and shall not deliver any Materials earlier than
three (03) days prior to the Guaranteed Delivery Date with respect thereto.

VIII.2 Delivery Terms

Supplier shall deliver the Materials to each Delivery Point on a CIP basis in
accordance with the Contract Schedule as set forth in Appendix E. In case of any
inconsistencies between the provisions of the relevant Purchase Order and CIP
INCOTERMS 2010, the provisions of the relevant Purchase Order shall prevail to the
extent of the inconsistency.

VIII.3 Inspection of Materials

Company shall have the right to witness the Materials at various stages during
manufacturing, fabrication and loading. Company may reject any Materials that do
not conform in all material respects to the requirements of the Agreement. Materials
that are rejected shall be promptly corrected, repaired or replaced by Supplier.

Appendix A- 12
 Neither payment nor inspection of the Materials by Company or its designee shall
constitute acceptance nor shall it relieve Supplier of its obligations hereunder.

VIII.4 Passage of Title; Risk of Loss

Title to, and risk of loss with respect to, the Materials shall pass to Company upon
Delivery thereof in accordance with the Appendix A, Section 8.2.

ARTICLE IX
WARRANTIES

IX.1 Scope of Warranties

Supplier warrants to Company that the Materials purchased under the Agreement
shall:

(a) comply in all respects with the Specifications and all applicable codes and
standards or, in the absence of any such specifications, codes or standards,
shall conform to Supplier’s published specifications;

(b) be designed and fit for the purposes set forth in the relevant Purchase Order or
the Agreement;

(c) be new and unused;

(d) comply with all Applicable Laws;

(e) be of merchantable quality; and

(f) be free from defects or deficiencies in design, material, workmanship and title.

IX.2 Warranty Periods

The “Warranty Period” with respect to the Materials specified in this Agreement or
in any Purchase Order shall be period of twelve (12) months from the date the
Materials achieve Delivery. If at any time prior to the expiry of the relevant Warranty
Period, any of the applicable Materials are found to be Defective, then upon notice
from Company to Supplier to such effect (together with details of the Defect or
Defects), Supplier shall, at its own cost and expense, promptly take all necessary steps
to remedy such Defect or Defects as soon as practicable. Any Defective Materials
remedied by Supplier shall be re-warranted (on the basis of the same warranties set
out in Appendix A, Section IX.1) for a further twelve (12) months from the date of
completion of the remedy.

IX.3 Warranty Obligations

Upon receipt of notice from Company of any failure or Defect covered by the
warranties set forth in Appendix A, Section IX.1, Supplier shall, at its own cost and
expense, promptly commence appropriate action and diligently continue the redesign,
repair and/or replacement of the Materials, as applicable (including redesign, repair
and/or replacement, as applicable, of Materials damaged as result of the failure of any
warranted Materials); provided, however, in the event of a failure or Defect that
results in a shutdown of a facility of Company, Supplier shall immediately commence

Appendix A- 13
 and shall exercise all commercially reasonable efforts to complete any redesign,
repair, replacement or reperformance necessary for such facility to resume normal
operation. Supplier shall perform all warranty obligations in cooperation with
Company and in a manner that avoids or reasonably minimizes any outage of the
Company’s facilities. If Supplier fails to promptly commence and diligently continue
to perform its warranty obligations as provided in this Appendix A, Section 9.3,
Company may retain a third party contractor to perform such warranty obligations at
Supplier’s expense. The performance of any such obligations by Company or any
other third party under contract to Company shall not relieve Supplier of its
responsibilities hereunder. Company may set-off any costs incurred by Company as a
result of Supplier’s failure to perform its warranty obligations as provided hereunder
against any payments or other amounts due to Supplier under the Agreement.

IX.4 Records Maintenance

Supplier, its Affiliates and Subcontractor engaged in providing the Materials shall
maintain complete and accurate records of all Materials provided under the
Agreement and any Purchase Order and shall report this information to Company in a
form and at times specified in the Agreement or each such Purchase Order or as may
otherwise be required by Company. Furthermore, Supplier and such Affiliates shall
keep Company fully informed of the progress of the procurement and Delivery of
Materials to be provided under each Purchase Order and shall submit to Company, for
review and comment, all relevant documents related thereto. These documents shall
be submitted to Company sufficiently in advance to allow Company to review and
comment upon them without delaying the procurement and Delivery of the Materials
by Supplier. No document to be used in connection with the Materials shall be
deemed final until approved by Company.

ARTICLE X
INSURANCE

X.1 Required Insurance

Supplier shall furnish and maintain the insurance coverage specified in Appendix F
(“Required Insurance”), which coverage shall be provided by insurance companies
that are acceptable to Company and have an A.M. Best rating no less than A- VII and
not be subject to any exceptions to the terms specified herein, unless agreed to by
Company in its reasonable discretion.

X.2 Certificates of Insurance

Supplier shall not bring any employees or materials to a Site or deliver any Materials
to a Delivery Point until Supplier provides Company with two (2) copies of
certificates of insurance, in form and substance acceptable to Company, pertaining to
all the Required Insurance and stating that: (a) the insurance carrier has issued
policies providing such coverage; (b) each such policy is in force; (c) the insurance
carrier will give Company no less than thirty (30) days prior written notice of any
material change in, or cancellation of, any such policy; and (d) Company and each
Company Additional Insured is an additional insured under all such policies.

X.3 Company Additional Insureds

Appendix A- 14
 Supplier shall include Company, its Affiliates, their respective directors, managers,
officers, employees and agents as additional insureds (the “Company Additional
Insureds”) on all Required Insurance.

X.4 Waiver of Subrogation

Supplier shall obtain waivers of subrogation on the Required Insurance for the benefit
of Company and Company Additional Insureds. All Required Insurance shall be
primary to, and non-contributory with any insurance or self-insurance maintained by
Company or any of its Affiliates.

X.5 Deductibles

Any deductibles or self-insured retentions on any Required Insurance shall be the sole
responsibility of Supplier. Any breach of conditions and/or warranties contained in
such policies of Required Insurance shall also be for the account of Supplier.

X.6 Maintenance of Coverage

In the event Supplier fails to maintain, or to cause any Subcontractors to maintain,

Required Insurance coverage as required pursuant to the Agreement, Supplier shall
indemnify, save harmless and defend Company and its Affiliates from any Claims
against any of them that would have been covered by such insurance. Company shall
also have the right to procure such insurance and, in such event, any sum so paid by
Company shall immediately become due and payable to Company by Supplier.
Company shall be entitled to deduct such sums from any monies due or which may
become due to Supplier under the Agreement or a Purchase Order in addition to any
other remedies Company may have.

X.7 Notice of Claims

Supplier shall notify Company immediately upon receipt of any notice of Claims,
incidents or demands or of any situation which may give rise to such Claims or
demands being made with respect to the Agreement or a Purchase Order under the
said policies. Written notice of any accident shall be given not later than two (2)
Business Days after the occurrence of the accident. However, for serious accidents
(including death or serious injuries) Supplier shall advise Company immediately and
provide written confirmation within two (2) days.

X.8 Minimum Coverage

The insurance coverage amounts required to be obtained by Supplier pursuant to the

Agreement shall be the minimum and not the maximum limits of liability. Supplier
may provide other insurance coverage or higher limits of coverage. Company will
bear no financial liability attributable to deficient insurance coverage by Supplier.

X.9 Self-insured

In the event Supplier is self-insured and Company has consented to such self-
insurance as to any one or more of the risks as to which coverage is required, Supplier
shall obtain Company’s consent in writing.

X.10 No limitation or Waiver

Appendix A- 15
 Nothing in this Appendix A, Article X shall serve in any way to limit or waive
Supplier’s responsibility under the Agreement or any Purchase Order.

X.11 Supplier Materials

All supplies and materials that belong to, or are or will be used by or on behalf of,
Supplier or any Subcontractor and that are not to be incorporated into the Materials
shall be brought to and kept at the Site at the sole cost, risk and expense of Supplier
and/or such Subcontractor. Company shall not be liable for loss or damage to any
such supplies or materials and any insurance policies carried by Supplier, any
Subcontractor or any third-party on said supplies and/or materials shall provide for a
waiver of the underwriters’ right to subrogation against Company and Company
Additional Insureds. Supplier shall obtain adequate insurance to cover any tools and
equipment leased or rented by it from third parties.

X.12 Subcontractor Insurance

Supplier shall require all Subcontractors and all of their subcontractors at any level to
provide and maintain in force insurance coverage as shall be reasonable and
appropriate for the portions of the Work provided by such Subcontractors and other
Persons. Such Subcontractors and other Persons shall name Company and each
Company Additional Insured as an additional insured on all such liability policies
(other than professional liability policies and workers’ compensation policies).
Supplier shall not permit any Subcontractor or any of their subcontractors at any level
to bring any employees, materials or equipment on a Site until Supplier provides
evidence reasonably satisfactory to Company that: (a) the insurance policies required
to be maintained by Subcontractors and other Persons are in place; (b) the provider(s)
of such insurance will give Company no less than thirty (30) days prior written notice
of any material change in, or cancellation of, any such insurance; (c) Company and
each Company Additional Insured are additional insureds under all such liability
insurance (excluding any professional liability, employers’ liability or workers’
compensation insurance); and (d) the providers of such insurance have waived
subrogation against Company and all Company Additional Insureds.

X.13 Liability Not Affected by Insurance

The acquisition of insurance by Supplier or Company, whether or not required by the

Agreement, shall not in any way diminish the responsibility or limit the respective
liability of Supplier or Company under the Agreement or otherwise, nor shall
anything in this Appendix A, Article X in any way limit either Party’s rights or
remedies against the other Party hereunder. Each Party shall remain solely
responsible for the amount of any Claim, liability or loss exceeding the amount of any
insurance coverage required to be maintained by it for any excluded Claims under
such coverage and, unless provided otherwise herein, for any deductible or retention
amounts.

ARTICLE XI
CONFIDENTIALITY

XI.1 Protection Confidential Information

(a) Supplier shall hold in confidence and refrain from disclosing all business,
technical, subcontractor, personnel, and other information that is made

Appendix A- 16
 available by Company, directly or indirectly, or developed or acquired by
Supplier or any Subcontractor in connection with the Work or pursuant to the
Agreement, including any such information made available to Supplier prior
to the execution of the Agreement (collectively “Confidential Information”);
provided, however, Confidential Information shall not include Unrestricted
Information.

(b) Notwithstanding anything to the contrary set forth herein, all information
pertaining to the Work schedule, including the Contract Schedule, shall
constitute Confidential Information.

XI.2 Permitted Disclosures

(a) Supplier shall disclose Confidential Information to its Personnel on a need-to-

know basis.

(b) Supplier may disclose Confidential Information to Subcontractors only to the

extent reasonably necessary in connection with their performance under
Subcontracts and provided that as a condition to such disclosure such
Subcontractors shall execute non-disclosure agreements on materially
identical terms to those set forth in this Appendix A, Article XI.

(c) Supplier may disclose Confidential Information to its insurance providers to

the extent reasonably necessary to procure required insurance.

(d) If Supplier receives legal notice to compel disclosure of any Confidential

Information, Supplier shall provide Company with prompt written notice
thereof so that Company may seek a protective order or other appropriate
remedy at Company’s sole cost and expense. If Supplier is legally obligated to
disclose any Confidential Information, Supplier shall furnish only that portion
of such Confidential Information which it is legally required to produce and
Supplier shall cooperate with Company and its legal counsel to enable
Company to obtain a protective order or other reliable assurance that
confidential treatment will be accorded the Confidential Information.

XI.3 Supplier’s Use of Confidential Information

Supplier shall not, without the prior written consent of Company, use any Confidential
Information for any purpose other than the performance of the Work.

XI.4 Survival

This Appendix A, Article XI shall remain in effect for a period of five (5) years from
the later of: (a) the completion of all Work; or (b) the date of termination of the
Agreement.

XI.5 Non-Disclosure of Contract Terms

Except as required by Applicable Law, neither Party shall disclose the terms of the
Agreement without the consent of the other Party; provided, however, a Party may
disclose the terms of the Agreement in confidence to its lenders and prospective
lenders without the consent of the other Party.

Appendix A- 17
XI.6 Supplier Information

Except as expressly provided in the Agreement, Company shall have no obligation of

confidence with respect to any information disclosed to Company by Supplier or any
Subcontractor, and Company shall be free to use or disclose any or all such other
information without accounting to Supplier therefore, regardless of whether Supplier
or any Subcontractor places any restrictive notices on any information disclosed
hereunder.

ARTICLE XII
LIQUIDATED DAMAGES

XII.1 Liquidated Damages

The Parties acknowledge and agree that: (a) the damages Company would suffer as a
result of Supplier’s failure to achieve the Guaranteed Delivery Date would be difficult
to determine with certainty; (b) after taking into account the terms of the Agreement
and all relevant circumstances as of the Contract Date, the Liquidated Damages
payable pursuant to the Agreement represent reasonable and genuine estimates of the
damages that Company would suffer in the event of a failure by Supplier to perform
its obligations relating to such Liquidated Damages; and (c) such Liquidated Damages
do not constitute a penalty.

XII.2 Payment of Liquidated Damages

Any Liquidated Damages that may be owing by Supplier shall be due and payable on
a monthly basis within five (5) days of invoicing by Company.

XII.3 Exclusive Remedy

Provided that the Materials are delivered to Company in accordance with the
Agreement, recovery of Liquidated Damages shall be the sole and exclusive remedy
for the unexcused failure by Supplier to achieve the Guaranteed Delivery Date.
Payment of Liquidated Damages shall not relieve Supplier of its other obligations
under the Agreement, including its warranty obligations as set forth in Appendix A,
Article IX or other obligations to repair or replace as set forth in the Agreement or its
liabilities in the event of a Supplier Event of Default.

ARTICLE XIII
DEFAULT AND REMEDIES

XIII.1 Supplier Events of Default

Each of the following occurrences shall be a “Supplier Event of Default:”

(a) Supplier has incurred the maximum amount of the aggregate liability for
Liquidated Damages under Section 3.3 of the Agreement;

(b) failure by Supplier to pay any amount due under the Agreement, which failure
continues for fourteen (14) days after notice such payment is overdue;

Appendix A- 18
 (c) any representation or warranty made by Supplier in the Agreement shall have
been materially false or misleading when made and shall remain uncured for a
period of thirty (30) days after notice thereof;

(d) any material breach by Supplier of its obligations hereunder, which breach is
not cured within thirty (30) days of notice thereof, unless such breach is not
reasonably capable of being cured within thirty (30) days, in which case the
cure period shall be extended to such longer period of time as shall be
reasonably required to cure, provided that Supplier diligently and continuously
exercises all commercially reasonable efforts to cure; and

(e) Supplier makes an assignment for the benefit of creditors or becomes the
subject of a voluntary or involuntary bankruptcy, insolvency, reorganization or
other similar debtor relief proceeding in a court of competent jurisdiction and,
in the case of any such involuntary proceeding, such proceeding is not
dismissed within sixty (60) days after it is commenced.

XIII.2 Company Events of Default

Each of the following occurrences shall be a “Company Event of Default:”

(a) any representation or warranty made by Company in the Agreement shall have
been materially false or misleading when made and shall remain uncured for a
period of thirty (30) days after notice thereof;

(b) any material breach by Company of its obligations hereunder, which breach is
not cured within a thirty (30) days of notice thereof, unless such breach is not
reasonably capable of being cured within thirty (30) days, in which case the
cure period shall be extended to such longer period of time as shall be
reasonably required to cure, provided that Company diligently and
continuously exercises all commercially reasonable efforts to cure; and

(c) Company makes an assignment for the benefit of creditors or becomes the
subject of a voluntary or involuntary bankruptcy, insolvency, reorganization or
other similar debtor relief proceeding in a court of competent jurisdiction and,
in the case of any such involuntary proceeding, such proceeding is not
dismissed within sixty (60) days after it is commenced.

XIII.3 General Remedies

Upon an Event of Default, the non-defaulting Party may exercise any rights and
remedies available at law or in equity, including the right to terminate the Agreement

XIII.4 Remedies Cumulative

The remedies provided for in the Agreement are cumulative and shall be in addition to
other remedies available at law or in equity.

ARTICLE XIV
LIMITATIONS OF LIABILITY

XIV.1 Exclusion of Consequential Damages

Appendix A- 19
 Notwithstanding any other provision of the Agreement, in no event, whether as a
result of breach of contract, warranty, tort (including negligence), strict liability, or
otherwise, shall either Party be liable to the other for any indirect, special,
consequential or incidental damages of any nature, including damages based on loss
of profits, loss of use of Materials or the cost of capital; provided, however, nothing in
this Appendix A, Article XIV shall limit either Party’s obligation to provide
indemnification or to pay Liquidated Damages as expressly provided for herein.

ARTICLE XV
INDEMNIFICATION

XV.1 Third Party Claims

To the fullest extent permitted by Applicable Laws, Supplier shall indemnify, defend
and hold harmless Company and its Affiliates and their respective employees, agents,
directors and officers (each, an “Indemnified Person”) from and against any Claims,
demands, causes of action, damages, losses, expenses or liabilities to third parties
(including Governmental Authorities) arising out of: (a) negligent design of, or
defects in, the Materials; (b) breach of Supplier’s obligations hereunder; (d) violation
by Supplier or any of its Subcontractors of Applicable Laws; or (e) actual or alleged
infringement of any patent or copyright, or similar proprietary right, including
misappropriation of trade secrets, attributable to Supplier or its agents, based upon the
Materials or any documentation or other materials furnished by Supplier.

XV.2 Personal Injury; Damage to Property

Supplier shall release, indemnify, defend and hold the Indemnified Person harmless
from and against any and all Claims in favor of any Person, for injury to or illness or
death of any employee of Supplier, its Affiliates or Subcontractor, and for damage to
property of Supplier, its Affiliates or Subcontractor, which injury, illness, death or
damage results from, arises out of or is incident to the Materials provided under the
Agreement or any Purchase Order, regardless of whether such injury, illness, death or
damage is caused by the sole, concurrent or comparative negligence, strict liability or
violation of any Applicable Law of or other legal fault of any member of the Company,
its Affiliates or Subcontractor or a pre-existing condition.

XV.3 Pollution Indemnity

Supplier shall be responsible for and liable to and shall release, indemnify, defend and
hold the Indemnified Person harmless from and against any and all Claims, demands,
causes and causes of action brought against Company and its Affiliates in respect of
pollution and/or contamination of sea, water, land or air, including clean-up costs, if
such pollution or contamination arises as a result of the negligence or breach of duty
(whether statutory or otherwise) of Supplier, its Affiliates and Subcontractor. This
indemnity shall include all costs, penalties, awards, damages and judgments; court
and arbitration costs; counsel and witness fees; and all other reasonable expenses
incurred by or assessed against Company, its Affiliates and Subcontractor and
associated with such Claims, demands, causes and causes of action. Supplier’s
liability and responsibility to indemnify hereunder shall not be reduced even if the
negligence or breach of duty (statutory or otherwise) of Company and its Affiliates
contributed to such pollution or contamination.

Appendix A- 20
XV.4 Intellectual Property Indemnity

To the fullest extent permitted by Applicable Laws, Supplier shall indemnify, defend
and hold harmless Indemnified Person from and against all third party Claims
(including reasonable attorneys’ fees incurred in connection therewith) arising out of
any action in which it is alleged that any Materials, or its use thereof, constitutes a
misappropriation, infringement or unauthorized use of any patent, copyright, trade
secret or other proprietary right. If any Indemnified Person or any other person
indemnified pursuant to this Appendix A, Section XV.4 is found to have
misappropriated, infringed or committed an unauthorized use of any patent, copyright,
trade secret or other proprietary right by virtue of its use of any Materials, Supplier
shall: (a) at its sole cost and expense, either procure for Company or such Indemnified
Person the right to use the Materials or alter or replace such Materials with
functionally equivalent Materials acceptable to such person; and (b) reimburse such
Indemnified Person or such person for all costs and expenses incurred as a result of
such alteration or replacement. If Supplier becomes aware of any third party claim
based on misappropriation, infringement or unauthorized use of any intellectual
property or other proprietary right used by Supplier or any Subcontractor in
connection with any Materials, Supplier shall promptly: (i) provide Company with
copies of all documents relating to such Claim; (ii) investigate such Claim; and (iii)
provide a detailed, written analysis thereof, including the course of action
recommended by Supplier with respect thereto, which analysis shall be updated by
Supplier as reasonably appropriate.

XV.5 No Reduction

Supplier’s liabilities and indemnities hereunder shall not be reduced by reason of any
omission, negligence or breach of duty (statutory or otherwise), by Company or its
Affiliates in failing to supervise or control Supplier, its Affiliates or Subcontractor or
methods of working or to detect or prevent or remedy defective services or to ensure
proper performance of any other obligations of Supplier under the Agreement.

XV.6 Travel Risks

Supplier acknowledges that there are certain risks, including personal security risks,
in traveling to and working within sites to which Materials may be delivered. For the
avoidance of doubt, Supplier acknowledges and agrees that Appendix A, Section
XV.2 shall be deemed to include harm and loss associated with such risk and that
Company and its Affiliates bear no responsibility for any such risks to Supplier during
the course of Supplier, its Affiliates and Subcontractor’s travel to and from any such
site or during its Delivery of the Materials.

ARTICLE XVI
TAXES AND CUSTOMS

XVI.1 Tax Payment

Supplier shall bear and pay any and all liabilities or Claims for any income taxes,
profits taxes, property taxes, stamp taxes, document taxes, value added taxes, general
sales taxes, sales taxes, excise taxes, surtaxes, surcharges or any other taxes or
governmental charges which any Governmental Authority having jurisdiction over the
Agreement, any Purchase Order or the relevant Delivery Point may impose, assess or

Appendix A- 21
 levy against any member of Supplier and its Affiliates on account of or resulting from
the execution or performance of the Agreement or any Purchase Order by Company
or Supplier and its Affiliates engaged in providing the Materials. For avoidance of
doubt, Supplier accepts full and exclusive responsibility for, and acknowledges that
Company shall not reimburse Supplier for, any corporate income taxes (whether
imposed upon gross or net income), franchise taxes, or property taxes on the Materials
imposed upon Supplier or any of its Affiliates by any Governmental Authority having
jurisdiction over the Agreement, any Purchase Order or the relevant site in connection
with or incidental to the Agreement, any Purchase Order or the provision of the
Materials. Supplier agrees to have taken into account, in its rates, sums, and prices all
and any Taxes which any Governmental Authority having jurisdiction over the
Agreement, or the relevant Delivery Point may impose, assess or levy against any
member of Supplier and its Affiliates on account of or resulting from execution or
performance of the Agreement by Company or Supplier and its Affiliates engaged in
providing the Materials.

XVI.2 Complying with Requirements

Supplier further agrees to make all reports and take all other actions legally required
to satisfy tax, accounting and reporting requirements of any Governmental Authority
having jurisdiction over the Agreement, any Purchase Order, the relevant Delivery
Point or the performance of Supplier and its Affiliates engaged in providing the
Materials under the Agreement and each Purchase Order.

XVI.3 Withholding by Supplier

Supplier further agrees to withhold from wages, salaries, fees or other remuneration of
its agents, servants, employees or Subcontractors (or, if applicable, the agents,
servants or employees of its Affiliates or Subcontractors), all sums required to be
withheld by the Applicable Laws, rules and regulations of the country or countries
having jurisdiction over the Agreement and each Purchase Order or the relevant
Delivery Point and to pay the same promptly when due to the proper authorities, and
to pay any additional amounts in taxes or other required payments required by such
laws, rules and regulations related to the employment of Supplier’s agents, servants,
employees or Subcontractors (or, if applicable, the agents, servants or employees of
its Affiliates or Subcontractors).

XVI.4 Withholding by Company

Company, in the event that it is so required by Applicable Law and after written
notification of said withholding obligation to Supplier, shall withhold any tax or
governmental charge imposed, levied, or assessed on account of Supplier’s operations
pursuant to the Agreement and each Purchase Order. In such event, Company shall
furnish Supplier all receipts for all taxes and governmental charges so paid, and
Company shall have no obligation to gross up for such charges paid. Supplier shall
produce valid evidence in the form of letter issued by the competent authorities of the
countries having jurisdiction over the Agreement if Supplier claims that tax should not
be withheld or tax should be deducted at the lower rate or tax already withheld should
be released.

XVI.5 Additional Tax

Appendix A- 22
 All compensation and payments due to Supplier under the Agreement and under each
Purchase Order are stated inclusive of any and all value added tax, sales tax or similar
tax which may be levied on such compensation or payments. Any such tax, if
imposed by any Governmental Authority having jurisdiction over the Agreement, a
Purchase Order or the relevant Delivery Point, shall be paid by Supplier, and
Company shall have no obligation to pay any such taxes. Supplier shall remit these
taxes collected to the appropriate taxing authorities. Supplier shall furnish Company,
upon request, all receipts for all taxes and governmental charges so paid.

XVI.6 Indemnification

Supplier shall defend and indemnify Company against those liabilities or claims for
taxes which are obligations of Supplier and its Affiliates engaged in providing the
Materials and are assessed by and paid to any Governmental Authority by Company
in connection with the operations of Supplier and such Affiliates under the Agreement
and each Purchase Order. Such indemnification shall include interest and penalties if
the interest and penalties are assessed and paid as a result of the acts or omissions of
Supplier or such Affiliates. Supplier further agrees that if Company is subject to any
demand to pay other taxes arising out under this Agreement, Supplier either assume,
pay and discharge in a timely manner all such other or additional taxes or Company
may offset any amounts due from Supplier under this indemnity from any payments
Company is due to make to Supplier under this Agreement or Company may require
Supplier to refund back the other tax or the additional taxes which is not adjustable
against the payments due to Supplier.

XVI.7 Presence inside Iraq for Tax Purpose

Supplier hereby represents and warrants that the Materials are manufactured
completely outside the territory of the Republic of Iraq and none of the Supplier’s
employees, Supplier’s subcontractors’ employees are present in Iraq in connection
with the manufacturing and sale of the Materials. Supplier, therefore, represents and
warrants that it does not have an office, a branch, a work place, a site, or any other
place of business for tax purposes in the Republic of Iraq, and neither customs
clearance nor letters of credit are performed in Iraq by or in the name of Supplier.
Supplier undertakes to bear and pay any taxes, levies and charges, if any, required to
be paid by Company to any government authorities due to or in connection with
establishment of any office, a branch, a work place, a site or any other place of
business for the tax purposes in the Republic of Iraq.

XVI.8 Tax Deduction from Payments

All payments under this Agreement shall be subject to the deduction of any of tehat
requires to be deducted as per tax laws applicable in the Republic of Iraq at the time
of payment.

ARTICLE XVII
INTELLECTUAL PROPERTY

XVII.1 License

Appendix A- 23
 Supplier shall, at no additional cost to Company, provide Company (and any
subsequent purchaser of the Materials and any successor in interest to Company) with
a royalty-free license for unrestricted use in connection with the Materials of all
computer software and other intellectual property as Supplier customarily provides in
connection with similar material.

XVII.2 Ownership of Intellectual Property

All drawings, designs, specification, databases, computer software and other

proprietary information created in connection with the Work shall, immediately upon
the creation thereof, become the property of Company. Title to all intellectual
property developed by Supplier in the course of performing the Agreement, including
design documents, drawings, specifications, calculations and other proprietary
documents, shall remain with Supplier; provided, however, Company (and any
subsequent purchaser of the Materials and any successor in interest to Company) shall
have a royalty-free license for unrestricted use of such materials in connection with
the Materials for its operating life.

XVII.3 Use of Trademarks

Supplier shall not, without the prior written consent of Company: (a) use any trade
name or registered trademark of Company or any of its Affiliates in any advertising or
communications to the public in any format; (b) make public releases or
announcements regarding the Agreement or any activities related thereto without
Company’s prior written consent; or (c) except as required in connection with the
performance of Work, take any photographs, videos or other recordings of Company’s
property.

XVII.4 Infringement

Supplier shall release, indemnify, defend and hold Company and its Affiliates
harmless from and against any and all damages and expenses arising out of a claim of
actual or alleged infringement of patent or other intellectual property rights asserted
by any Person in connection with use under the Agreement or any applicable Purchase
Order, of (a) the equipment, materials, methods of operations, products and
information of Supplier and/or its Affiliates engaged in providing the Materials and
(b) the use by Supplier and its Affiliate of equipment, materials, methods of
operations, products and information. In the event that Supplier and/or its Affiliates
are enjoined or otherwise prohibited or restrained from using such equipment,
materials, methods of operations, products and information, Supplier shall promptly,
at its own cost and expense, either procure for Company the right to continue using
the equipment, materials, methods of operations, products and information, replace
the same with non-infringing equipment, materials, methods of operations, products
and information, or modify the same so that they become non-infringing. Supplier
shall notify Company of any claim regarding such infringement within ten (10) days
after it becomes aware of such claim.

ARTICLE XVIII
QUALITY, HEALTH, SAFETY AND ENVIRONMENTAL REQUIREMENTS

Appendix A- 24
XVIII.1 General Requirements

Supplier shall comply with the following quality, health, safety and environmental
("QHSE") requirements in performing work. These requirements are to be considered
as minimum standards. Supplier’s compliance with these requirements in no way
reduces or restricts Supplier’s status as an independent Supplier or Supplier’s
liabilities, responsibilities or indemnities under this Agreement.

XVIII.2 QHSE Requirements

a) Supplier shall establish and implement a QHSE management system in conformity

with the Services.
b) Supplier’s QHSE performance shall in all respects comply with all Applicable
Laws, Company QHSE requirements, Good Industry Practices, applicable codes
and standards and any other requirements specified by Company.
c) Supplier shall be fully and solely responsible for all accidents, injuries, near-
misses, environmental damage and property loss arising from the Services.
Supplier shall take full responsibility for any incidents/accidents due to quality
defects or nonconformity with the requirements herein and shall be fully
responsible for any cost and expenses arising therefrom.
d) All materials, equipment and products provided to Company, as well as the packing
and transporting of the same, shall be in conformity with general QHSE
requirements, Good Industry Practices and other applicable codes and standards.
e) Supplier shall independently obtain all permits, certificates and licenses required
for the Services at its sole cost, risk and expense.

XVIII.3 Miscellaneous

Supplier shall permit Company to inspect and audit any books, records,
correspondence, receipts, vouchers and other documentation relating to QHSE issues
concerning the Materials under the Agreement and shall preserve all such
documentation for a period of two (2) years after the final payment under the
Agreement is made.

ARTICLE XIX
SUBCONTRACTS

XIX.1 Consent to Engage Subcontractors

Upon obtaining the prior written consent of Company, Supplier may engage
Subcontractors to provide and deliver portions of the Work to be provided by Supplier
under the Agreement and any Purchase Order. Such consent by Company to the
engagement of any Subcontractor shall not create any contractual relationship
whatsoever between Company and such Subcontractor. Supplier shall ensure that all
of Company’s rights under the Agreement and the applicable Purchase Order are
incorporated in all subcontracts hereunder.

XIX.2 Supplier Liability

(a) Supplier shall guarantee that each Subcontractor complies with the provisions
of the Agreement and the applicable Purchase Order as if the relevant Work
were procured and delivered by Supplier, and Supplier shall be liable to

Appendix A- 25
 Company for any failure of or breach by any such Subcontractor. In the event
that any such Subcontractor does not provide the Work under any Purchase
Order pursuant to the requirements thereof and of the Agreement, Supplier
shall promptly remove such Subcontractor upon written notice by Company
and shall provide such Work itself.

(b) The employment of any Subcontractor to provide any Work under the
Agreement and any Purchase Order shall not absolve Supplier from any of its
obligations and liabilities under the Agreement and such Purchase Order.
Supplier shall remain fully responsible for any acts, defaults and omissions of
any Subcontractor to the same extent as it would be responsible for its
personnel.

XIX.3 Indemnification

Without prejudice to the generality of Appendix A, Article XV, Supplier shall release,
indemnify, defend and hold Company harmless from all acts and omissions of its
Subcontractors and against any consequences arising from the engagement of its
Subcontractors.

ARTICLE XX
FORCE MAJEURE

XX.1 Excused Performance

A Party shall not be in default of its obligations hereunder to the extent its delay in
performance results from an event of Force Majeure, provided that the Party affected
by the Force Majeure uses all commercially reasonable efforts to: (a) proceed with its
obligations under the Agreement to the extent that it is not prevented from doing so by
the event of Force Majeure; (b) remove or relieve any event of Force Majeure and its
consequences and minimize the effects of the delay caused thereby; and (c) resume
performance as soon as practicable after the event of Force Majeure. The occurrence
of an event of Force Majeure shall not relieve the affected Party of its obligations to
mitigate the effects thereof.

XX.2 Notification

A Party affected by an event of Force Majeure shall provide written notice thereof to
the non-affected Party promptly upon the occurrence of the Force Majeure event, and
in no event later than ten (10) days after the occurrence thereof. Such notice shall
describe in reasonable detail the Force Majeure event, the damages suffered, the
activities which are being and will be undertaken to mitigate the effects of such event,
and the length of delay anticipated to result from such event. In addition, the affected
Party shall timely provide the non-affected Party with written supplemental notices
periodically during the period that the event of Force Majeure continues detailing any
changes, development, progress or other relevant information of which the affected
Party is aware. When the affected Party is able to resume performance of its
obligations under the Agreement, it shall give the non-affected Party written notice to
that effect.

Appendix A- 26
 ARTICLE XXI
GENERAL PROVISIONS

XXI.1 Assignment

Except as otherwise set forth herein, the rights and obligations under the Agreement
may not be assigned or transferred in whole or in part by either Party, nor may a Party
delegate any of its obligations, duties or liabilities hereunder, without the prior written
consent of the other Party; provided, however, either Party may assign or transfer its
rights and obligations hereunder to an Affiliate of such Party without the written
consent of the other Party; provided, further, that in no event shall the assignment or
transfer of the Agreement relieve in any way either Party of its obligations hereunder.
Any attempted assignment, delegation, or transfer in violation of this Appendix A,
Section XXI.1 shall be void.

XXI.2 Independent Contractor

Supplier shall be an independent contractor for, and not the agent or employee of,
Company. The relationship of employer and employee shall not exist between
Company and Supplier’s personnel. Supplier acknowledges and agrees that none of
its personnel shall be eligible to participate in, nor shall they receive any benefits
from, any employee benefit plan(s) sponsored by Company. Neither the Agreement
nor the performance of the Work shall create or be construed to create any partnership
or joint venture or operation between Company and Supplier or any Subcontractor.

XXI.3 Certain Practices

(a) Each Party hereby represents, warrants and covenants that neither it nor any of
its Affiliates, officers, directors, employees or agents has made or will make,
with respect to the Work, any payments, loans, gifts, or promises or offers of
payments, loans, gifts or anything of value, directly or indirectly to or for the
use or benefit in whole or in part of, any foreign official or employee of any
Governmental Authority or state-owned oil company or other state-owned
enterprise, or to or for the use of any political party or official thereof, or
candidate for political office, or to any other Person if any such Person knows,
should have known or has or had reason to suspect, that any part of such
payment, loan, gift or promise or offer, is:

(i) for purposes of corruptly (A) influencing any act or decision of

the recipient in its official capacity, (B) inducing such recipient
to (1) do or omit to do any act in violation of its lawful duty or
(2) use its influence to affect or influence any act or decision of
the government of the Target Jurisdiction or instrumentality
thereof, or (C) securing any improper advantage, in each case,
in order to assist such Person or the related Party in obtaining
or retaining business for or with, or directing business to, any
Person unless such payment, loan, gift or promise or offer
thereof is lawful under the laws of the Target Jurisdiction or
other Applicable Law; or

(ii) would violate any Applicable Law or regulations, including the

U.S. Foreign Corrupt Practices Act and the OECD Convention

Appendix A- 27
 on Combating Bribery of Foreign Public Officials in
International Business Transactions.

(b) Each Party shall advise all of its and its Affiliates’ employees and
representatives engaged in implementing the Agreement regarding the
practices referred to in Appendix A, Section XXI.3(a) and Applicable Law.
Supplier shall cause each Subcontractor to comply with these practices and
Applicable Law. Each Party shall take appropriate steps to ensure that it and
its Affiliates and their respective representatives comply with these practices
and Applicable Law. Each Party shall respond promptly, and in reasonable
detail, to any notice from the other Party or the other Party’s auditors
pertaining to the above stated warranty and representation, and shall furnish
documentary support for such response upon request from such other Party.

(c) Supplier shall make and keep books, records and accounts which, in
reasonable detail, accurately and fairly reflect the transactions contemplated in
connection with the Work and any dispositions of its assets, and shall devise
and maintain a system of internal accounting controls sufficient to comply
with Applicable Law.

(d) In the event that one Party has breached or violated Appendix A Article 21.3
of this Agreement, the other Party may terminate this Agreement. The
breaching Party shall indemnify the other Party all damages and losses arising
out of any failure by the breaching Party Group to comply with its obligations
in this Appendix A Article 21.3. Such indemnity obligation is not subject to
any limit of maximum aggregate liability and shall survive termination or
expiration of this Agreement.

XXI.4 Notices

All notices, requests or instructions given in accordance with the Agreement shall be
deemed given (a) on the date of delivery, if hand delivered, provided that if the
delivery is on a day that is not a Business Day or if delivery is made after 5.00 p.m.,
such delivery is deemed to have been made on the next Business Day, (b) on the same
Business Day when sent by email during regular business hours at the place of
delivery or on the next Business Day after transmission if sent by email after regular
business hours at the place of delivery, in each case, when confirmation of its
transmission has been recorded by the sender's email system, (c) three (3) Business
Days after the date of mailing, if mailed by registered or certified mail, return receipt
requested, and (d) one (1) Business Day after the date of sending, if sent by
internationally recognized overnight courier.

XXI.5 Currency Conversion

Any cost incurred or savings realized in a currency other than Dollars shall be
converted into Dollars at the open market exchange rate applicable on the date such
costs were incurred by Supplier or would have been incurred had the savings not been
realized.

XXI.6 Entire Agreement

The Agreement (including all Appendices and any Purchase Orders) constitutes the
entire agreement of the Parties and supersedes all prior agreements, letters of intent

Appendix A- 28
 and understandings, both written and oral, among the parties with respect to the
subject matter hereof. There are no representations or warranties, agreements, or
covenants other than those expressly set forth in the Agreement.

XXI.7 Severability

If any term or other provision of the Agreement is determined by a court of competent

jurisdiction to be invalid, illegal, or incapable of being enforced by any Applicable
Laws, or public policy, all other conditions and provisions of the Agreement shall
nevertheless remain in full force and effect so long as the economic or legal substance
of the transactions contemplated herein are not affected in any manner materially
adverse to any Party. Upon such determination that any term or other provision is
invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith
to modify the Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions contemplated
herein are consummated as originally contemplated to the fullest extent possible.

XXI.8 Nature of Obligations

Nothing herein shall be deemed to constitute a partnership, joint venture, association,

trust or agency relationship between the Parties.

XXI.9 Amendments and Waivers

No amendment, supplement, waiver or termination of the Agreement shall be binding

unless executed in writing by the Party to be bound thereby and any permitted
assignees of such Party and expressly states that it is an amendment, supplement,
waiver or termination of the Agreement. No waiver of any of the provisions of the
Agreement shall be deemed or shall constitute a waiver of any other provisions
(whether or not similar) nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.

XXI.10 Dispute Resolution

(a) The Parties agree to make a good faith effort to resolve any Legal Dispute that
may arise first by negotiations between representatives of each Party who have
authority to settle the controversy. When a Party believes there is a Legal
Dispute, the Party will give the other Party written notice of the Legal Dispute.
The authorized representatives of the Parties shall meet at a mutually
acceptable time and place within thirty (30) days after the date of the notice to
exchange relevant information and to attempt to resolve the Legal Dispute.
The authorized representatives of the Parties shall be entitled to representation
by legal counsel at the negotiations. All negotiations shall be confidential and
shall be treated as compromise and settlement negotiations.

(b) Notwithstanding the above, if either Party deems that time is of the essence in
resolving the Legal Dispute, it may initiate arbitration and seek an expedited
formation of the tribunal, seek interim measures, if appropriate, and then
comply with the requirements for negotiations as long as they are fully
completed before the commencement of the final hearing on the merits in the
arbitration proceeding.

Appendix A- 29
(c) If the Legal Dispute has not been resolved within sixty (60) days after the date
of the notice of the Legal Dispute, or if the Party receiving such notice fails or
refuses to meet within such time period, either Party may initiate arbitration
proceedings. The arbitration shall be conducted in accordance with the
London Court of International Arbitration Rules as in effect on the date of
commencement of the arbitration proceeding (the “LCIA Rules”). The
arbitration shall be conducted and finally settled by three arbitrators. All
Legal Disputes shall be settled through final and binding arbitration, it being
the intention of the Parties that this is a broad form arbitration agreement
designed to encompass all possible Legal Disputes between the Parties relating
to the transactions that are the subject of the Agreement.

(d) The arbitration process referred to in the preceding paragraph shall take place
and be seated in London, shall be administered by the London Court of
International Arbitration and shall be conducted in the English language, with
appropriate arrangements made for the translation of any oral testimony.

(e) The Party in whose favor the Legal Dispute is resolved may request the
enforcement of the arbitration award before any court of competent
jurisdiction if the other Party does not comply with what is resolved.

(f) Each Party agrees that service of process in any action, suit or proceeding
referred to in this Appendix A, Section XXI.10 shall be deemed in every
respect effective service of process upon it if sent to it at the address for notice
purposes pursuant to the provisions of the Agreement. The arbitrators shall
apply principles of legal privileges, such as those involving the confidentiality
of communications between a lawyer and a client. The arbitrators shall render
any monetary award in Dollars, with interest calculated at the Interest Rate
thereon and are authorized to award costs and attorney’s fees or allocate them
between the Parties. The Parties waive any defense based on sovereignty,
including immunity to arbitration, immunity to judicial proceedings to enforce
or to aid any such arbitration, and immunity to enforcement and execution of
the award or any judgment entered thereon.

(g) Each of the Parties, together with their Affiliates, as relevant, shall appoint one
arbitrator, within thirty (30) days of receipt of notice of the commencement of
the arbitration, and the two arbitrators so appointed shall select the presiding
arbitrator within thirty (30) days of their nomination. If either Party does not
appoint an arbitrator as specified in the immediately preceding sentence or if
the party-appointed arbitrators fail to agree on the presiding arbitrator within
thirty (30) days of their nomination, then the London Court of International
Arbitration shall appoint such arbitrator.

(h) A majority of the arbitrators may grant interim measures including injunctions,
attachments and conservation orders in appropriate circumstances, which
measures the Parties agree may be immediately enforced by the arbitrators or
by court order. Hearings on requests for interim measures may be held in
person, by telephone or by video conference, and requests for relief,
responses, briefs or memorials may be sent to, and orders or awards received
from, the arbitrators by facsimile or other similar means which include a
confirmation of delivery. Notwithstanding the requirements for negotiation
between the Parties, prior to the constitution of the arbitration tribunal and

Appendix A- 30
 thereafter as necessary to enforce the arbitrators’ rulings or in the absence of
the jurisdiction of the arbitrators to rule on interim measures in a given
jurisdiction, either Party may apply to a court for interim measures, and the
Parties agree that seeking and obtaining such measures shall not waive the
right to arbitration.

XXI.11Waiver of Immunity

(a) Each Party hereby irrevocably consents to and waives any objection which it
may now or hereafter have to the laying of venue of any proceeding relating to
enforcement of the arbitration provisions, or any award thereunder brought in
the courts specified, and further irrevocably waives, to the full extent it may
effectively do so, the defense of an inconvenient forum to the maintenance of
any such proceeding in such courts.

(b) To the extent that a Party or any of its revenues, assets or properties shall be
entitled, with respect to any proceeding relating to enforcement of the
arbitration provisions, or any award thereunder at any time brought against
such Party or any of its revenues, assets or properties, to any sovereign or
other immunity from suit, from jurisdiction, from attachment prior to
judgment, from attachment in aid of execution of judgment, from execution of
a judgment or from any other legal or judicial process or remedy, and to the
extent that in any jurisdiction there shall be attributed such an immunity, such
Party irrevocably agrees not to claim and irrevocably waives such immunity to
the full extent permitted by the laws of such jurisdiction (including, without
limitation, the Foreign Sovereign Immunities Act 1976 of the United States).

XXI.12 Counterparts

The Agreement may be executed and delivered (including by facsimile transmission)

in one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been
signed by each Party and delivered to the other Party, it being understood that both
Parties need not sign the same counterpart.

XXI.13 Binding Effect

The Agreement shall be binding upon and inure solely to the benefit of each Party and
their successors, assigns and transferees, and, notwithstanding the Contracts (Rights
of Third Parties) Act 1999, nothing in the Agreement, express or implied, is intended
to confer upon any other person (other than the Indemnified Parties as provided in the
Agreement) any rights or remedies of any nature whatsoever under or by reason of the
Agreement.

XXI.14 Survival

Except as expressly otherwise provided in the Agreement, all covenants, indemnities,

representations, warranties, acknowledgments and agreements in the Agreement shall
survive and not be affected by termination of the Agreement or completion of the
Work.

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APPENDIX B
DESCRIPTION OF MATERIALS

THE DETAILED DESCRIPTION OF MATERIALS ACCORDING TO TENDER

SECTION 3_ITT_ TECHNICAL REQUIREMENTS AND SPECIFICATION

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APPENDIX C
PRICE LIST AND MILESTONE PAYMENT SCHEDULE

1. PRICE LIST

THE DETAILED DESCRIPTION OF MATERIALS ACCORDING TO TENDER

SECTION 4 ITT_ SCHEDULE OF COMPENSATION FOR Long Term Supply for
Mechanical Seals of Rotating Equipment (2 years)

2. MILESTONE PAYMENT SCHEDULE

Payment Item Milestones

Company shall pay 95% of each Purchase Order Price within

The First Payment Ninety days (90 days) after the delivery of materials and
undisputed invoice and fully accepted by the Company.
The rest of remaining 5% of each Purchase Order Price shall be
The Second Payment paid within ninety days (90 days) after the Warranty Period
expires and acceptance of the undisputed invoice by the
Company.

All payments under this Agreement shall be subject to tax deductions as per tax
laws applicable in the Republic of Iraq.

Company Name : CNOOC Iraq Limited

Bank Name : Citibank N.A., Dubai, UAE
Bank Address : PO BOX 749, Oud Metha Road, Al Wasl Branch, Dubai, U.A.E
SWIFT CODE : CITIAEAD
IBAN : AE940211000000100745011

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For payment invoice please submit directly to:

Ms. Bettina Coppage

Tel: 00971-4-2108173 Email: BettinaCoppage@cnoociraq.com
Address: Room 3100, 7WB, Dubai Airport Free-zone, P.O. Box 54799, Dubai, United
Arab Emirates

Supplier Bank Account Details:

Title of Beneficiary’s Bank Account : XXXXXXXXXXXXX
IBAN / Account Number of Beneficiary : XXXXXXXXXX
Name of Beneficiary’s Bank : XXXXXXXXXXXXXXXXX
Name of Branch of Beneficiary’s Bank : XXXXXXXXXXX
Address of Branch of Beneficiary’s Bank : XXXXXXXXXX
SWIFT/SORTING CODE : XXXXXXXXXXXXXXXXXX
Name of Intermediary Bank : XXXXXXXXXXXXXXXXX
Name of Intermediary Bank Branch : XXXXXXXXXXXXX
Address of Intermediary Bank Branch : XXXXXXXXXXXX
SWIFT/SORTING CODE : XXXXXXXXXXXXXXXXXX

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APPENDIX D
FORM OF PURCHASE ORDER

Purchase Order No. __________ Dated: _______________

Pursuant to the Purchase Agreement for Long Term Supply for Mechanical Seals of Rotating
Equipment (2 years) agreement CMIT-PRT-10.53-190069 dated _______________
between CNOOC and _______________________________________________ (the
“Agreement”),

Company and Supplier agree that Supplier shall provide Material for Long Term Supply for
Mechanical Seals of Rotating Equipment (2 years) as per Purchase Agreement described below,
subject to the terms and conditions of the above mentioned Agreement, and otherwise in
accordance with the particulars contained in this Purchase Order.
Contract No.: CMIT-PRT-10.53-190069
Description of the Material to be provided:
Supplier shall provide Long Term Supply for Mechanical Seals of Rotating Equipment (2 years)
Price and Rate Schedule:

No. Item description Unit Quantity Unit Price (USD) Sub Total price (USD)

1
2
3
4
5
6

Purchase Order Price (USD)

Guaranteed Delivery Period (Days)

Purchase Order Delivery Point on CIP / CIF basis

Accumulative value of Purchase Orders issued (USD)

Name of Company: CNOOC IRAQ LTD

End User Dept Managers signature

By:______________________

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Appendix D- 2
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APPENDIX E
CONTRACT SCHEDULE AND GUARANTEED DELIVERY DATE

1. CONTRACT SCHEDULE:

a. Guaranteed Delivery Period: Supplier shall deliver the Materials at the Delivery Point within 120 calendar Days from the Purchase
Order Date.

b. Delivery Point:

For Iraqi supplier: Company warehouse located in Work Base Camp or Buzurgan Camp in Missan Oil Fields, the Republic of Iraq.
For supplier outside Iraq: Umm Qasr Port, the Republic of Iraq.

c. Partial delivery of Purchase Orders is NOT allowed.

2. DOCUMENTS REQUIREMENT FOR CUSTOMS CLEARANCE AND LEVY EXEMPTION (For Reference only)
NOTE: This requirement only applies to imported goods/materials.

In order to facilitate the procession of shipping documents for customs clearance and duty exemption, suppliers are required to provide below
mentioned shipping documents for us at Iraq end.

For details, please find attached Appendix 1, Appendix 2 and Appendix 3

Below mentioned requirements should be implemented upon immediate issuance, and applied for previous shipments if required by CNOOC
Iraq Limited.

Appendix D1: Shipping Documents for Customs Clearance and Levy Exemption Work

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Origi Cop
S/N Document Description Notes
nal y
Bill of Lading 3 3 N/A
1 Waybill
Air Waybill 3 0 N/A

2 Certificate of Insurance 1 2 N/A

3 Packing List 4 0 4 English Version + 4 Arabic Version, Harmonized System Code (H.S Code)

Four (4) English Version Stamped + Four(4) Arabic Version Stamped

Local Iraq Embassy in either the exporting, storage or the original country must legalize at least
One (1) English Version. However, the actual country of origin should be mentioned in CoO.

Intercoms ® 2010 and term of trade should be clearly showed on the invoice
4 Commercial Invoice 4 0

Required to show: TSC/MISSAN/2010, CNOOC IRAQ LTD Contract No: XXX, Harmonized
System Code (H.S Code) for all Materials & Equipment , country of origin

Import Type : PERMANENT IMPORT

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Version: English

Certificate of Origin
5 1
(CoO)
Option 1:
If there is a clear requirement of origin country for cargo in the technical parts of ITT or Contract
template, One (1) original must be legalized by local Iraq embassy in the country of origin.
Option 2：
If there is no requirement of origin country for cargo in the technical parts of ITT or Contract
2 template，One (1) original must be legalized by local Iraq embassy in the exporting(or original)
country.
The certificate of origin should include all necessary information about goods (Type, producing
company, production place, exporting company, beneficiary party & the shipping company)

Required to show: Commercial invoice No. and Issuing date, Harmonized System Code (H.S
Code) for all Materials & Equipment

Certificate of conformity Must be attested together with the commercial invoice and CoO by Iraq embassy from shipping
6 （CoC） 2 1 or origin country.

If the cargo belong to Chemical Materials、Radioactive Equipment and Other Special

Materials，, the Import Permit by the Iraqi related authority departments of government is
7 Import Permit 1 0 required to issue before shipping the materials from origin or country of export.
In addition, MSDS and lab certificate and other related docs have to provide to us for obtaining
the import license.

Noted:

1: CI, CoC and COO have to be legalized in the same country.

2: Legalization from neighboring country is also accepted if the exporting country or the original country has no Iraqi Embassy.
3: The copy of whole set original shipping documents and released permit from destination port of Iraq should be submitted to CNOOC IRAQ
LTD before payment.

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If any concern, please do not hesitate to contact:

For customs clearance in Iraq oilfield jobsite:
Mr. MohammedAbduljaleel / Mr. He Xiaoming
Tel.: +86 10 84527122 ext. 76211 / 76213
Email: MohammedAbduljaleel@cmitfod.com / hexm@cnoociraq.com

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Appendix 3: Consignee & Notify Party & Shipping Marks

Missan Oil Company / CNOOC Iraq Ltd (Contractor of MOC)

Consignee Add: Buzurgan Terminal, Buzurgan, Missan Governorate, Iraq.
（Permanent Import） CTC: Mr. Mohammed A Jaleel Mobile:009647801019994
Email address: MohammedAbduljaleel@cmitfod.com

Mr. MoghdadEmadAhmed / Mr. Ahmed Jabbar Sharhan

Email: MoghdadEmadAhmed@cmitfod.com /
Notify Party AhmedJabbarSharhan@cmitfod.com
Mobile :009647830539994 / 009647832116411
From Missan Oil Company / CNOOC Iraq Ltd (Contractor of MOC)
TSC/MISSAN/2010
CNOOC IRAQ LIMITED CONTRACT NO.:
Invoice No.:
Port of Destination: Umm Qasr port (Sea Shipment) or Basra
Shipping Marks Airport(Air shipment)
Destination: Buzurgan Terminal, Iraq.
Name of goods:
Lot No.:
Manufacturer Name:

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APPENDIX F
REQUIRED INSURANCE

Supplier shall carry and maintain the insurance coverage in full force for the duration of the
Agreement, the following insurance shall be arranged by Supplier:
1. Personal Accident Insurance or similar statutory social insurance, as required by
Applicable Iraqi Laws and which may be applicable and/or accidental death or
dismemberment insurance, covering all Suppliers’ Personnel engaged in accomplishing
the Services. The Employer’s Liability Policy shall provide an indemnity based on the
statutory limit for any one occurrence.
2. Cargo Transportation Insurance with insured limit of no less than cargo full value.
3. Comprehensive General Third Party Liability Insurance (to the extent not covered
above).
4. Any other insurance which may be relevant and/or which may be required by any
Applicable Laws to which Supplier and/or Subcontractors are subject.

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APPENDIX G
PERFORMANCE GUARANTEE

To _CNOOC Iraq Limited____ (“Company”), [Insert address]

WHEREAS,

A. This bond (this “Bond”) is referring to the MATERIAL PURCHASE AGREEMENT

FOR Long Term Supply for Mechanical Seals of Rotating Equipment (2 years) dated
______________ (the “Agreement”) executed by and between _________________ (the
“Supplier”) and Company. Any capitalized term used but not defined herein shall have the
meaning set forth in the Agreement.

B. Company has required the Supplier to furnish a bond in the form and tenor of this
instrument, conditioned upon the faithful employment, for the purpose of the
Agreement, of said monies.

C. This Bond is given to guarantee the performance of Supplier under the Agreement and
to hold Company harmless against any and all losses, which may result from the
failure of the Supplier to faithfully perform the Agreement and pay in accordance with
the terms and conditions of the Agreement any amount owing thereunder up to the
Maximum Draw Amount (as defined below).

NOW, we _______________, an internationally recognized bank incorporated in _______ as

a corporation with a capital of _______________, whose registered office is located at
_____________, registered with ________________ under the number of _______________
(the “Guarantor”) hereby as primary obligor unconditionally and irrevocably guarantee as
follows:

1. The Guarantor shall pay to Company on first written demand, in the manner described in
2 below, without proof or condition and without requiring any statement of breach, up
to and not exceeding the sum of $_____________ (the “Maximum Draw Amount”),
notwithstanding any contest or protest by the Supplier or by the Guarantor or any
other third party. Upon receipt by Guarantor of a written notice signed by authorized
representatives of Company and Supplier, respectively, that Project Completion has
occurred, the Maximum Draw Amount under this Bond shall be reduced to
$_____________.

2. Company may call upon this Bond for the whole or part of the Maximum Draw Amount
and may make any number of calls up to the Maximum Draw Amount. We undertake
to pay you the claimed amount, within seven (7) banking business days upon receipt
of your written demand stating the effect and aspect of the failure of performance by
the applicant. The transfer of the claimed amount shall be effected free of any charges
and deductions in favor of the account indicated by Company.

3. The Guarantor shall not be discharged or released from its obligations under this Bond by
any arrangement between the Supplier and Company or by any alteration in the
obligations of the Supplier or by any forbearance whether as to payment, time,
performance or otherwise, or any change in the name or constitution of Company.

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4. This Bond shall remain in force and effect until the earlier of (a) Twenty Seven (27)
months from the date hereof (the “Expiry Date”), and (b) receipt by Guarantor of a
notice signed by an authorized representative of Supplier and Company stating that the
Warranty Period has ended.

5. If Guarantor has not received the notice referred to in Section 4(b) and if Supplier has not
extended the Expiry Date at least thirty (30) days prior to the Expiry Date, then
Company shall be entitled to draw the undrawn balance of this Bond by delivery of a
draw certificate referencing this paragraph 5.

6. The laws of England and Wales shall govern the interpretation, construction,
enforceability, legality and validity of this Bond, and all disputes arising hereunder or
in any manner related hereto. This Bond shall be subject to the Uniform Rules for
Demand Guarantees, published as number 758 by the International Chamber of
Commerce, except as stated above. The Guarantor hereby submits to the exclusive
jurisdiction of the courts of England with respect to any action, suit or proceeding
arising under, or in connection with, this Bond.

Given under our hand the date first above mentioned.

Signed by the
Guarantor :……………………………………….

Name :………………………………………
Designation :……………………………………….
Guarantor’s Seal :……………………………………….

Witnessed By:
Name :……………………………………….
Designation :……………………………………….
Company’s Seal :………………………………………

Appendix G- 2