1.

DEFINITIONS

2. INTERPRETATION

3. SCOPE OF SERVICES

4. SCHEDULE OF SERVICES

5. LIQUIDATED DAMAGES

6. REMUNERATION AND PAYMENT

7. OBLIGATIONS OF THE CONSULTANT

8. OBLIGATIONS OF THE EMPLOYER

9. REPRESENTATIVES

10. CHANGE IN PERSONNEL

11. LIABILITY AND INSURANCE

12. DURATION OF LIABILITY

13. LIMIT OF COMPENSATION AND INDEMNITY

14. INSURANCE LIABILITY

15. VARIATIONS

16. DELAYS

17. FORCE MAJEURE

18. ABANDONMENT, SUSPENSION, OR TERMINATION

19. RIGHTS AND LIABILITIES

20. CONFIDENTIALITY

21. ROYALTIES AND PAYMENTS

22. LANGUAGE AND LAW

23. ASSIGNMENT AND SUB-CONTRACT

24. COPYRIGHT
25. CONFLICT OF INTEREST
26. ACCEPTANCE BY EMPLOYER
27. NOTICES
28. PUBLICATION
29. DISPUTES
AGREEMENT
BETWEEN
EMPLOYER AND CONSULTANT

This AGREEMENT is drawn on the 26TH day of February.2001

Between

National Central Cooling Company PJSC, Tabreed, whose registered office is in Abu Dhabi and
whose postal address is P. O. Box 29478, Abu Dhabi, United Arab Emirates, hereinafter referred to as
the ‘EMPLOYER’,

And

Tecsult International Limitee whose address is at 85 Rue Ste-Catherine Ouest, Montreal, Quebec
H2X 3P4, Canada, hereinafter referred to as the ‘CONSULTANT’

Whereas the EMPLOYER requires certain professional SERVICES to be performed by the

CONSULTANT as hereinafter specified; and has accepted a proposal by the CONSULTANT for the
performance of such SERVICES.

and

Whereas the CONSULTANT declares that he has studied carefully all the documents hereafter
specified and that he has the necessary experience, capability and competent personnel to carry out
such SERVICES , and is willing to do so on the terms and conditions herein contained

Now, therefore, it has been agreed and declared by and between the PARTIES hereto as follows:

In this AGREEMENT words and expressions shall have the same meanings as are respectively
assigned to them in the Conditions of the EMPLOYER and CONSULTANT SERVICES
AGREEMENT hereinafter referred to.

The following documents shall be deemed to form and be read and construed as part of this
AGREEMENT, namely:

The Letter of Acceptance;

The Conditions of the EMPLOYER and CONSULTANT SERVICES AGREEMENT

The Appendices; namely:

APPENDIX A - Scope of SERVICES & Schedule of Deliverables

APPENDIX B – Schedule of SERVICES

APPENDIX C – Remuneration and Payment

APPENDIX D - Draft Insurance Certificate

APPENDIX E – Documents (not used)

In consideration of the payments to be made by the EMPLOYER to the CONSULTANT as hereinafter

mentioned, the CONSULTANT hereby agrees with the EMPLOYER to perform the SERVICES in
conformity with the provisions of the AGREEMENT

The EMPLOYER hereby agrees to pay the CONSULTANT in consideration of the performance of the
SERVICES such amounts as may become payable under the provisions of the AGREEMENT at the
times and in the manner prescribed by the AGREEMENT.

In witness whereof the PARTIES hereto have caused this AGREEMENT to be executed the day and
year first mentioned before written in accordance with their respective laws.

For and on behalf of CONTRACTOR For and on behalf of EMPLOYER

_______________________________ _____________________________

Name of Contractor Tabreed

Signature________________________ Signature______________________

Name: Name:

Title: Title:

Witnessed by: Witnessed by:

Signature: Signature:

Name: Name:

Title: Title:
CONDITIONS OF THE EMPLOYER AND CONSULTANT SERVICES
AGREEMENT

1 DEFINITIONS
The following words and expressions shall have the meaning assigned to them except where the
Contract otherwise requires:

1.1 PROJECT means the two chilled water cooling plants to be constructed for the
EMPLOYER at Muroor Street and Zayed Sport City in Abu Dhabi, United Arab Emirates

1.2 SERVICES means the SERVICES to be performed by the CONSULTANT in

accordance with the terms of this AGREEMENT and comprises of Normal SERVICES and
Additional SERVICES.

1.3 NORMAL SERVICES are those described in APPENDIX A.

1.4 ADDITIONAL SERVICES are those SERVICES which by written AGREEMENT of the
PARTIES are considered additional to the Normal SERVICES.

1.5 CONSULTANT means the PARTY named in the AGREEMENT who is employed as an
independent professional firm by the EMPLOYER to perform the SERVICES; and the legal
successors to the CONSULTANT and permitted assignees.

1.6 EMPLOYER means the PARTY named in the AGREEMENT who employs the
CONSULTANT; and the legal successors to the EMPLOYER and permitted assignees.

1.7 PARTY and PARTIES mean the EMPLOYER and the CONSULTANT.

1.8 AGREEMENT means the AGREEMENT between the EMPLOYER and CONSULTANT
and the Conditions of EMPLOYER and CONSULTANT Service AGREEMENT, together
with APPENDIX A (Scope of SERVICES), APPENDIX B ( Schedule of SERVICES ),
APPENDIX C (Remuneration and Payment), APPENDIX D (Draft Insurance Certificate ) and
APPENDIX E (Documents).

1.9 DAY means the period between anyone midnight and the next

1.10 MONTH means a period of one month according to the Gregorian calendar commencing with
any day of the month.

1.11 FEE means sums as defined APPENDIX C which are payable under the AGREEMENT

2 INTERPRETATION
The headings in the AGREEMENT shall not be used in its interpretation

3 SCOPE OF SERVICES
CONSULTANT undertakes to provide and perform the SERVICES in accordance with the terms of
this AGREEMENT. The Scope of SERVICES is stated in APPENDIX A. The EMPLOYER shall have
the right at any time and at its own discretion to request for Additional SERVICES which are not
included in the Scope of SERVICES. The CONSULTANT shall not provide for these Additional
SERVICES unless requested by the EMPLOYER in writing.
4 SCHEDULE OF SERVICES
4.1 This AGREEMENT shall take effect on the date agreed upon, in writing, by the PARTIES.

4.2 The CONSULTANT shall commence the SERVICES, subject of this AGREEMENT,
forthwith and shall proceed to execute and complete the SERVICES required in a thorough
and professional manner to the entire satisfaction of the EMPLOYER.

4.3 The CONSULTANT undertakes to complete all the SERVICES, subject of this
AGREEMENT, as per the Schedule provided by the CONSULTANT for the Completion of
the SERVICES as set forth in APPENDIX B of this AGREEMENT.

4.4 If, in the opinion of the EMPLOYER, reasonable progress in the performance of the
SERVICES is not being maintained, the EMPLOYER shall issue written notification to the
CONSULTANT specifying and detailing the SERVICES delayed and recommending action.
Should the CONSULTANT fail to comply accordingly within fourteen days of receiving such
notification, the EMPLOYER may (without prejudice to his right to determine under Clause
18 of this AGREEMENT) employ another consultant to complete the SERVICES, and any
additional expenses so incurred by the EMPLOYER shall be recoverable from the
CONSULTANT up to a maximum amount equivalent to the remaining FEE due to the
CONSULTANT including the amount invoiced by the CONSULTANT but not accepted by
EMPLOYER.

4.5 The CONSULTANT can modify the Schedule only after prior written approval of the
EMPLOYER.

5 LIQUIDATED DAMAGES

5.1 The CONSULTANT shall pay the EMPLOYER, except in case of Force Majeure and / or due
to the EMPLOYER’s default, liquidated damages, not as a penalty, for its failure to complete
the SERVICES in accordance with the Schedule set forth in APPENDIX B. Payment of
liquidated damages hereunder shall be 1% per week or pro-rata on a daily basis up to a
maximum of 5% of the Final AGREEMENT Price, calculated 14 days from the date
scheduled for completion of said SERVICES.

5.2 The EMPLOYER may, without prejudice to any other method of recovery, deduct the amount
of such liquidated damages from any monies due or which may become due to
CONSULTANT.

5.3 The payment of such damages shall not relieve the CONSULTANT from its obligation to
complete the SERVICES or from any of CONSULTANT’s other obligations and liabilities
under this AGREEMENT.

6 REMUNERATION AND PAYMENT

6.1 In consideration of performing the SERVICES as detailed in APPENDIX A in full conformity
with this AGREEMENT, the EMPLOYER shall pay the CONSULTANT a lump sum FEE of
US$275,000 in the manner set forth in APPENDIX C.

6.2 The lump sum FEE of the AGREEMENT shall remain fixed and shall not be subject to
escalation due to any reason whatsoever.

6.3 The EMPLOYER shall pay the CONSULTANT for the SERVICES in accordance with the
details stated in APPENDIX C and shall pay for Additional SERVICES as agreed to at the
 time in writing between the PARTIES. The FEE due to the CONSULTANT for the
performance of the SERVICES under this AGREEMENT shall not exceed the amount
stipulated in APPENDIX C without the prior written approval of the EMPLOYER.

6.4 The EMPLOYER shall pay invoices due to the CONSULTANT within 30 days after receipt.

6.5 Overdue Payments for more than 45 days after receipt shall bear interest at a rate of 1.5% per
month calculated from the date due for payment up until the date when payment is actually
made.

Disputed Invoices

If any item or part of an item in an invoice submitted by the CONSULTANT is contested by the
EMPLOYER, the EMPLOYER shall give prompt notice with reasons to the CONSULTANT and shall
not delay payment of the remainder of the invoice.

Independent Audit

The CONSULTANT shall maintain up to date records, which clearly identify relevant time and
expense.

7 OBLIGATIONS OF THE CONSULTANT

7.1 The CONSULTANT shall perform the SERVICES as detailed in APPENDIX A.

7.2 The CONSULTANT shall exercise due skill, care and diligence in the performance of his
SERVICES and obligations under this AGREEMENT

7.3 The CONSULTANT shall prepare and submit Monthly Progress Reports to the EMPLOYER
and shall also prepare and submit an up to date Progress Reports along with each Invoice.

7.4 In the event of any discrepancy, error or deficiency in the Service, the EMPLOYER shall
notify the CONSULTANT in writing of the same and the CONSULTANT shall re-perform
without delay, at CONSULTANT’s cost and expense, the objected part of the SERVICES so
as to conform to the Contractual requirements.

7.5 The CONSULTANT shall pay for all required salaries, taxes, wages, drawings, samples,
travel, visas, transport and any other expenses related to the execution of the SERVICES
required under this AGREEMENT.

7.6 It is understood and agreed that no provision has been made in this AGREEMENT for any
duties and/or income tax by the Federal Government of the U.A.E. In the event that the
CONSULTANT is required to pay any such duties or taxes, EMPLOYER shall reimburse the
CONSULTANT for such payments.

7.7 Where the SERVICES include the exercise of powers or performance of duties authorized or
required by the terms of a contract between the EMPLOYER and any third party, the
CONSULTANT shall:

 act in accordance with the Contract;

 if authorized, to certify, decide or exercise discretion, do so fairly between the

EMPLOYER and third party, not as an arbitrator, but as an independent professional
using his skill and judgment

 if so authorized, vary the obligations of any third party, subject to obtaining the prior
written approval of the EMPLOYER to any variation which can have an important effect
 on costs or quality or time (except in an emergency when the CONSULTANT shall
inform the EMPLOYER as soon as practicable).
8 OBLIGATIONS OF THE EMPLOYER
8.1 The EMPLOYER shall give the CONSULTANT, free of charge, all the information available
to him, which may pertain to the SERVICES, except in respect of information that the
CONSULTANT has professional obligation to verify or obtain under this AGREEMENT.

8.2 On all matters referred to him by the CONSULTANT, the EMPLOYER shall give his
decision in writing within a reasonable time in order not to delay the SERVICES.

8.3 The EMPLOYER shall do all in his power to assist the CONSULTANT, his personnel and
dependents as the case may be, within the parameters of the law; namely:

 the provision of documents necessary for entry into, work in and exit from the UAE, and providing
unobstructed access whenever it is required for the SERVICES

 providing, when possible, access to other organizations for the collection of information which is
to be obtained by the CONSULTANT.

9 REPRESENTATIVES
As on the effective date of the AGREEMENT, the CONSULTANT shall designate a representative to
act for him and shall inform the EMPLOYER in writing of the name and address of such representative
and the scope of his authority. All notices, determinations, directions, instructions and other
communications given to the CONSULTANT’s representative by the EMPLOYER shall be deemed to
be given to the CONSULTANT as to all matters pertaining to this AGREEMENT.

10 CHANGE IN PERSONNEL
If it is necessary to replace any person for misconduct or unsatisfactory performance, the PARTY
responsible for the appointment shall immediately arrange for their replacement by a person of
comparable professional competence. The Cost of such replacement shall be borne by the PARTY
responsible for the appointment.

11 LIABILITY AND INSURANCE

11.1 The EMPLOYER and the CONSULTANT shall be liable to each other in the event of a
material breach of any of the obligations under this AGREEMENT.

11.2 If either PARTY is considered to be liable to the other, compensation shall be payable only
on the following terms:

 Such compensation shall be limited to the amount of direct loss and damage
suffered as a result of such breach, but not otherwise unless specifically provided
for in this AGREEMENT;

 If either PARTY is considered to be liable jointly with third parties to the other,
the proportion of compensation payable by him shall be limited to that portion of
liability, which is attributed to his breach.

 In any event the amount of such compensation is limited to one million US

Dollars ($ 1,000,000.00).
12 DURATION OF LIABILITY
Neither the EMPLOYER nor the CONSULTANT shall be considered liable for any loss or damage
resulting from any occurrence unless a claim is formally made in writing within two years from the
date of the occurrence of the incident or such earlier date as may be prescribed by law, except for the
duration of liability under Article 880 of the United Arab Emirates' Civil Code.

13 LIMIT OF COMPENSATION AND INDEMNITY

13.1 The maximum amount of compensation payable by either PARTY to the other in respect of
liability under Clause 11 is limited to the amount of US$1,000,000.00. This limit is without
prejudice to any compensation that may become due to the EMPLOYER or third PARTIES as
a result of the CONSULTANT’s responsibility under the provisions of Article 880 of the
United Arab Emirates’ Civil Code.

13.2 If either PARTY makes a claim for compensation against the other PARTY, and this is not
established, the claimant shall entirely reimburse the other for the costs that were incurred as a
result of the claim.

14 INSURANCE LIABILITY
14.1 The CONSULTANT shall obtain and maintain throughout the term of this AGREEMENT,
policies of insurance duly issued by a recognized insurance company acceptable to the
EMPLOYER, covering the following risks and with the following limits:

14.2 Comprehensive General Liability US$ 2,000,000 limit aggregate, US$ 1,000,000 limit per
occurrence.

14.3 Umbrella Excess Liability US$ 5,000,000 combined single limit excess above comprehensive
general liability.

14.4 Third Party liability policy shall be for a minimum coverage of US$10,000,000

14.5 The CONSULTANT undertakes to provide the EMPLOYER with certificates of insurance for
his approval and to add the EMPLOYER as an additional named insured PARTY under each
such policy of insurance.

14.6 If the CONSULTANT fails to effect and keep in force any of the insurances it is required to
effect and maintain under the AGREEMENT, or fails to provide satisfactory evidence and
copies of policies, the EMPLOYER may, at his option, and without prejudice to any other
right or remedy, effect insurance for the relevant coverage and may pay the premium due. The
CONSULTANT shall pay the amount of these premiums to the EMPLOYER, failing which
the EMPLOYER shall deduct the sums paid by him from the CONSULTANT's dues.

14.7 Nothing in this Clause limits the obligations, liabilities or responsibilities of the
CONSULTANT, under the AGREEMENT or otherwise. Any amounts not insured or not
recovered from the insurance shall be borne by the CONSULTANT in accordance with these
obligations, liabilities or responsibilities. The policies' descriptions above are general and
liability of the CONSULTANT in respect of matters covered by such insurance is not limited
to the insurance so arranged under these policies.
15 VARIATIONS
15.1 If a variation to the SERVICES is required, the EMPLOYER shall initiate such variation by
forwarding to the CONSULTANT a written request describing the nature of the variation
requested. CONSULTANT shall prepare and forward to the EMPLOYER a statement of the
consequences of such variation to Schedule and Price. If the EMPLOYER decides that the
variation should be carried out, it shall give its written approval of the said variation.

15.2 Any variations to the AGREEMENT either in the form of additions and omissions shall be
adjusted by mutual AGREEMENT between the EMPLOYER and the CONSULTANT or
their representatives according to the AGREEMENT rates. If no such rates exist, a fair
valuation of the work shall be established for the work to be performed or to be deleted. Minor
alterations/ changes if required will, however, be carried out by the CONSULTANT without
any addition to the AGREEMENT value.

15.3 The CONSULTANT shall not be entitled to receive any extra compensation for extra
SERVICES of any kind whatsoever, regardless of whether the same was ordered by the
EMPLOYER or his representative, unless the extra compensation for the extra SERVICES
was agreed to in writing and signed by an authorized representative of the EMPLOYER.

15.4 Notwithstanding any dispute between the EMPLOYER and the CONSULTANT with regard
to the consequences of the variation, CONSULTANT shall upon EMPLOYER’s instruction,
forthwith proceed with the variation pending mutual AGREEMENT on the consequences of
the variation.

16 DELAYS

If the SERVICES are impeded or delayed by the EMPLOYER or his contractors so as to increase the
amount or duration of the SERVICES,

 the CONSULTANT shall inform the EMPLOYER of the circumstances and probable effects;

 the time completion of the SERVICES shall be increased accordingly.

 the EMPLOYER shall reimburse the CONSULTANT for any costs it incurs due to such delays.

17 FORCE MAJEURE
In the event that this AGREEMENT cannot be performed, or its obligations fulfilled, for any reason
beyond the reasonable control of either PARTY to this AGREEMENT as a result of such events as
war, industrial action, floods, or acts of God, then such non-performance or failure by any such
PARTY shall be deemed not to be a breach of this AGREEMENT. In these circumstances, if certain
SERVICES have to be suspended, the time for their completion shall be extended until the
circumstances no longer apply, plus a reasonable period, not exceeding 28 days for their resumption.

18 ABANDONMENT, SUSPENSION, OR TERMINATION

BY THE EMPLOYER

18.1 The EMPLOYER may suspend all or part of the SERVICES or terminate the AGREEMENT
by notice of at least 30 days to the CONSULTANT, who shall immediately make
arrangements to stop the SERVICES and minimize expenditure;
18.2 If the EMPLOYER considers that the CONSULTANT is, without good reason, not
discharging his obligations, he can inform the CONSULTANT by written notice stating the
grounds for the notice. If a satisfactory reply is not received within seven days, the
EMPLOYERs can by further notice terminate the AGREEMENT, provided that such further
notice is given within 14 (fourteen) days of the EMPLOYER’s former notice.

18.3 If the CONSULTANT commits an act of bankruptcy or enters into a deed of arrangement with
his creditors or, being a company, goes into liquidation (other than voluntary liquidation for
the purpose of reconstruction) then in such event, and without prejudice to any other right or
remedies, the EMPLOYER may, by written notice to the CONSULTANT, forthwith
determine this AGREEMENT and thereupon the EMPLOYER may take possession of
materials and other things whatsoever brought by the CONSULTANT to the EMPLOYER
and may use them for the purpose of completing and maintaining this AGREEMENT. Upon
such a determination, the rights and liabilities of the EMPLOYER and the CONSULTANT
shall be the same as if the CONSULTANT has repudiated this AGREEMENT and the
EMPLOYER had by his notice of determination elected to accept such repudiation.

18.4 The EMPLOYER may, in lieu of giving notice of determination under this clause, take the
AGREEMENT SERVICES out of the hands of the CONSULTANT and may by himself, his
servants or agents complete the SERVICES. In such case, the EMPLOYER may recover his
reasonable costs of doing so from the CONSULTANT, or deduct such costs from monies
otherwise becoming due to the CONSULTANT.
18.5 If the EMPLOYER suffers delays the CONSULTANT shall pay delay damages for this
default in accordance with Clause 5

BY THE CONSULTANT

18.6 By giving at least 14 (fourteen) days’ notice to the EMPLOYER, the CONSULTANT can by
further notice of at least 14 (fourteen) days, terminate this AGREEMENT, or at his discretion
and without prejudice to the CONSULTANT’s right to terminate, can suspend or continue
suspension of the performance of the whole or part of the SERVICES,

18.7 when 28 days after the due date for payment of an invoice has passed and payment has not
been received for that part of the invoice which has not by that time been contested;

18.8 when SERVICES have been suspended under either Clause 17 or 18.1 and the period of
suspension has exceeded 182 days.

19 RIGHTS AND LIABILITIES

Termination of this AGREEMENT for any reason whatsoever shall not prejudice or affect the accrued
claims and liabilities of the PARTIES. After termination of the AGREEMENT, the provision of Clause
14 shall remain in force.

20 CONFIDENTIALITY

All engineering data, designs, drawings and other documents supplied by the EMPLOYER under this
AGREEMENT are confidential and shall not, without the prior written approval of the EMPLOYER,
be used for any purpose whatsoever other than for the due performance of the CONSULTANT’s
obligations under this AGREEMENT.

21 ROYALTIES AND PAYMENTS

The CONSULTANT FEES shall be deemed to include all costs and charges due, or about to become
due, for any royalties or copyrights and for any costs/fines that may arise from the infringement by the
CONSULTANT of said royalties and copyrights.

22 LANGUAGE AND LAW

This AGREEMENT and all correspondence incidental to or concerning this AGREEMENT shall be in
the English language. The AGREEMENT shall be construed and governed by the laws of the United
Arab Emirates.

23 ASSIGNMENT AND SUB-CONTRACT

23.1 CONSULTANT shall not assign or transfer the AGREEMENT or any part thereof without the
prior written consent of the EMPLOYER. Notwithstanding any assignment to which the
EMPLOYER has given consent, CONSULTANT shall remain responsible to the
EMPLOYER for the proper performance by the Assignee of the SERVICES.

23.2 Neither the EMPLOYER nor the CONSULTANT shall assign obligations under this
AGREEMENT without the prior written consent of the other PARTY.

23.3 CONSULTANT shall not initiate or terminate any sub-contract for the performance of all or
part of the SERVICES under this AGREEMENT, without the prior written consent of the
EMPLOYER. Such consent shall not relieve the CONSULTANT of any of its obligations
hereunder nor shall it create any contractual relations between the EMPLOYER and the
CONSULTANT’s sub-contractor.

24 COPYRIGHT

All drawings, reports and documents prepared by the CONSULTANT under or in connection with the
SERVICES provided under this AGREEMENT, shall belong to and copyright therein shall vest with
the EMPLOYER.

25 CONFLICT OF INTEREST

Unless otherwise agreed in writing by the EMPLOYER, the CONSULTANT and his personnel shall
have no interest in, nor receive remuneration in connection with this Project, except as provided for in
this AGREEMENT.

26 ACCEPTANCE BY EMPLOYER

The SERVICES shall be deemed accepted by the EMPLOYER unless, within 15 days after receipt of
the CONSULTANT’s written notification of final completion, the EMPLOYER has given the
CONSULTANT written notice specifying in detail wherein the Service is deficient, whereupon the
CONSULTANT shall promptly proceed to make necessary corrections and, upon completion, the
SERVICES shall be deemed accepted by the EMPLOYER,

27 NOTICES

Notices shall be in writing and will take effect from the date of receipt at the addresses shown in this
AGREEMENT. Delivery can be by hand or facsimile message against a written confirmation of receipt
or by registered letter, or by telex subsequently confirmed by letter.

28 PUBLICATION
The CONSULTANT either alone or jointly with others can publish material relating to his SERVICES.
Publication shall be subject to the EMPLOYER’s approval if it is within ten years of completion or
termination of his SERVICES.

29 DISPUTES

In the event of any dispute, controversy or claim arising out of or in connection with this
AGREEMENT, or the breach, termination or invalidity thereof, the PARTIES shall use their best
endeavors to settle dispute or differences. To this effect, they shall consult and negotiate of their mutual
interest, to reach a just and equitable solution satisfactory to both PARTIES. If they do not reach a just
and equitable solution within a period of 30 (thirty) days, then the disputes and differences shall be
settled by arbitration.

Arbitration shall be conducted in accordance with the UNCITRAL Arbitration rules. The Arbitration
Tribunal shall be constituted as set out in such rules. The award shall be final and binding.
IN WITNESS WHEREOF, the PARTIES have hereunto set their signatures the day and year first
written above, this instrument being executed in duplicate each PARTY retaining a copy.