CONTRACT REVIEW PROCEDURE

(ISO Ref. 4.3)

TABLE OF CONTENTS

1.0 INTRODUCTION

1.1 Scope
1.2 Objective
1.3 Definitions
1.4 Responsibility
1.5 References

2.0 DESCRIPTION

2.1 Reviews
2.2 Review Correspondence
2.3 Contract Award

3.0 APPENDIX

Appendix 1 Contract Reconciliation Sheet

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1.0 INTRODUCTION

1.1 Scope

The scope of this procedure is to address all elements of work associated with
conducting a Contract Review.

1.2 Objective

The objectives of a contract review are to record and resolve all ambiguities
which arise in the course of tendering for work and/or onerous liabilities so that
) these can be minimised or eliminated and upon a contract award there is a clear
and precise understanding of what has been undertaken by the Company.

To ensure that the final contract reflects the intended agreement by the recording
of all qualifications and exceptions throughout the negotiating stages for
incorporation into the final contract.

1.3 Definitions

Contract - An Agreement between two or more parties

ITT - Invitation to Tender

1.4 Responsibility

) The Legal Counsel is responsible for updating this procedure. Overall

compliance is the responsiblity of the Tendering Manager.

1.5 References

Seaway (UK) Quality Assurance Manual AB0000.MA.28.001

Audit Procedure AB0000.PC.28.007
Document Control Procedure AB0000.PC.28.003

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2.0 DESCRIPTION

2.1 Reviews

The various Contract Reviews shall be performed as follows:

2.1.1 Contract Review at Tender Stage

The Tendering Manager is responsible for the receipt of incoming tender

documents and the distribution of contents for review and input by various
departments.

The distributed documents will be accompanied by a written instruction

which outlines input required from each department and sets a date
deadline for response in line with the requirements of tender preparation.

As part of the tender plan, the Tender Manager will coordinate the input of the
various departments and incorporate these into the tender package. The Tender
) Manager will prepare agendas, conduct The Review Meetings and record any
slippage to listed dates.

) The Legal Counsel is responsible for preparation of contractual qualifications and

) exceptions to the Contract document for submission with the tender.

Where a tender is of a binding nature, this must be approved by the Managing

Director or he must expressly authorise a deputy in writing to sign on his behalf.
The authorisation must be specific to the tender in question. Where less formal
enquiries are requested e.g. Day Rates etc, the Tender Manager may sign the
written record but the written record should always include the wording "Subject
to Contract" or similar to stress the non binding nature of the offer.

If the Managing Director is unavailable to give authorisation then the Tendering

) Manager may sign a binding tender on behalf of the company provided that he
has the prior written approval of Managing Director.

Should an invitation to tender not contain a draft contract then it is required that
the tender be submitted "subject to a mutually agreeable contract" and that, if
deemed necessary, specific terms and conditions be included covering as a
minimum indemnity and liability limitations.

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2.1.2 Review at Contract Negotiation and Execution

Following the tender stage it is normal that contractual discussions are held with
the client leading up to contract award and execution. It is at this stage that those
qualifications entered at the tender stage are discussed and negotiated.

All such contract review meetings must be attended by at least two people and
should include at least one person who was closely involved with the tender
preparation, who has a clear knowledge of the tender. Legal counsel or the
) Contract Administrator should be included in the negotiating team if matters of
a legal and/or contractual nature are to be discussed.

Only the Managing Director can make decisions which might commit the
company beyond limits agreed at the tender qualification stage. If such a
question is tabled for immediate resolution he must be contacted by telephone.
If this is not possible then the decision must be deferred.

The Managing Director is governed by the terms of reference of the Managing

Director as issued by the Board of Directors. This document is available only to
) the Managing Director and the Legal Counsel.

2.2 Review Correspondence

All correspondence which has been part of contract negotiations (including

minutes of meetings) shall be verified by means of a Contract Reconciliation
Sheet (Appendix 1 attached) to ensure that all that is negotiated between Client
and Company is incorporated within any Contract document prior to execution.
Reconciliation shall entail listing qualifications made and tracking status
(accepted by Client/rejected by Client/amended wording) of each individual
qualification
) and is the responsibility of the Contract Administrator.

2.3 Contract Award

The Contract should be re-drafted if necessary following reconciliation process

described in 2.2 above to include all the agreed amendments. The re-draft will
form the Contract.

3.0 APPENDIX

Appendix 1 - Contract Reconciliation Sheet

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 APPENDIX 1

CONTRACT RECONCILIATION SHEET

AB.0000.PC.28.001 REV 3