ITT-20-QAI-PRJ-0017

SPECIAL CONDITIONS OF CONTRACT

The following Special Conditions of CONTRACT apply to this CONTRACT between COMPANY and
CONTRACTOR.

1. CONTRACTOR TO INFORM ITSELF

1.1 CONTRACTOR shall be deemed to have satisfied itself, before entering into the CONTRACT, as
to the extent and nature of the WORKS including but not limited to the services, personnel,
materials and equipment, plant, consumables and facilities required and all other matters which
could affect progress or performance of the WORKS and the correctness and sufficiency of the
fees, rates and prices entered in Appendix “B”.

1.2 Failure by CONTRACTOR to take account of matters that affect the WORKS will not relieve
CONTRACTOR from its obligations under the CONTRACT.

2. CONTRACTOR TO INFORM COMPANY

2.1 CONTRACTOR shall notify COMPANY whenever in the opinion of CONTRACTOR there are
deficiencies, omissions, contradictions or ambiguities in the CONTRACT or conflicts with applicable
law. Notwithstanding the foregoing, CONTRACTOR has no affirmative obligation to independently
verify any matters in the CONTRACT, but only to advise of such matters with which it otherwise
becomes knowledgeable.

2.2 CONTRACTOR shall forthwith notify COMPANY of any accidents in connection with the
performance of the WORKS. CONTRACTOR shall without delays notify COMPANY of any other
incidents that might affect the performance of the WORKS.

2.3 CONTRACTOR shall notify COMPANY immediately of any proposed or actual stoppages of
WORKS, industrial disputes or other matters affecting or likely to affect the carrying out of the
WORKS.

3 DEFINITIONS

With reference to Article 1 “DEFINITIONS” of the General Conditions, the PARTIES agree the following:

3.1 The HAND-OVER CERTIFICATE is not applicable

3.1 The COMMENCEMENT DATE is …………

4. EFFECTIVE DATE, COMMENCEMENT DATE AND CONTRACT DURATION

With reference to Article 3 “EFFECTIVE DATE, COMMENCEMENT DATE AND CONTRACT DURATION”
of the General Conditions, the PARTIES agree that the WORK COMPLETION DATE is ……………..

5. KICK-OFF MEETING

The PARTIES agree that within …………… of the EFFECTIVE DATE of the CONTRACT a “Kick-off
meeting” will be held at COMPANY’s offices. During the meeting all technical aspects relevant to the WORK
shall be addressed.

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6 PERFORMANCE BOND

With reference to Article 9 “PERFORMANCE BOND” of the General Conditions, the PARTIES agree that
the PERFORMANCE BOND is not applicable.

7 COMPANY ITEMS

With reference to Article 13 “COMPANY ITEMS” of the General Conditions, the PARTIES agree that
COMPANY will provide to CONTRACTOR the following COMPANY ITEMS:

a) Supply of new pumps

b) Supply of steel structure material
c) Supply of electrical material
d) Supply of piping Bulk
e) Supply of fire water system
f) Supply of fire and gas detection system

The COMPANY’s ITEMS will be free issued to CONTRACTOR.

8 PROVISIONAL ACCEPTANCE

With reference to Article 15 “PROVISIONAL ACCEPTANCE” of the General Conditions, the PARTIES
agree that the PROVISIONAL ACCEPTANCE CERTIFICATE shall be in the format of Appendix “E” as
attached to the CONTRACT.

9 COMPLETION AND FINAL ACCEPTANCE

With reference to Article 16 “COMPLETION AND FINAL ACCEPTANCE” of the General Conditions, the
PARTIES agree that the FINAL ACCEPTANCE CERTIFICATE shall be in the format of Appendix “F” as
attached to the CONTRACT.

10 INVOICING

With reference to Article 20 “INVOICING” of the General Conditions, the PARTIES agree the following:

10.1 CONTRACTOR shall send the invoice (1 original and 2 copies) for the performance of the SERVICE
to the following COMPANY’s address:

SONANGOL PESQUISA E PRODUÇÃO IRAQUE

5B/515135/929, Arasat Al-Hindiya, Al Rusafa
Bagdad, Iraq

The original invoice shall be properly stamped and signed by CONTRACTOR.

10.2 CONTRACTOR shall Invoice the 100% of the CONTRACT PRICE

10.3 COMPANY will pay to CONTRACTOR the 93% of the CONTRACT PRICE and 7% will be withheld
for withholding tax which will be paid to the respective Iraqi tax authority.

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11 LIQUIDATED DAMAGES

With reference to Article 22 “LIQUIDATED DAMAGES” of the General Conditions, the PARTIES agree that
the following liquidated damages shall apply:
11.1 Liquidated damages for late completion

If CONTRACTOR fails to meet the COMPLETION DATE of the WORK, CONTRACTOR shall be
liable to COMPANY for and shall pay to COMPANY, as liquidated damages, 2% for each whole
week of delay (seven consecutive days).

It is acknowledged and agreed that the sums expressed to be paid by way of liquidated damages
are not a penalty but represent a reasonable pre-estimation of fair compensation to COMPANY for
CONTRACTOR’s failure to meet the COMPLETION DATE, and that payment of liquidated
damages will be in full and final discharge towards COMPANY GROUP of all damages however
arising as a result of such CONTRACTOR’s failure to deliver and make ready the WORK by the
COMPLETION DATE.

11.2 Total of Liquidated Damages

The amount of liquidated damages payable to COMPANY by CONTRACTOR under the provision
of Clause 3.1 above shall not exceed, in aggregate, 10% of the CONTRACT PRICE.

11.3 If the delay extends beyond the prescribed date(s), COMPANY shall have the right to terminate the
CONTRACT pursuant to Article 29 of General Terms and Conditions.

11.4 Liquidated Damages for Substitution of KEY PERSONNEL is not applicable.

12 INSURANCE

With reference to Article 26 “INSURANCE” of the General Conditions, CONTRACTOR agree to maintain
the required insurance policies with the following minimum value:

12.1 Employers liability insurance: USD 5,000,000.00 (five million)

12.2 General Third Party Liability Insurance USD 10,000,000.00 (ten million)
12.3 Third Party and Passenger Liability insurance USD 3,000,000.00 (three million)

13 SECURITY

13.1 CONTRACTOR shall be solely responsible for the security of CONTRACTOR GROUP personnel,
CONTRACTOR EQUIPMENT, INSTALLATION EQUIPMENT, GOODS and any other
CONTRACTOR asset during the execution of the WORK under the CONTRACT including the
transportation from/to the AREA OF OPERATIONS or from/to CONTRACTOR/COMPANY
offices/basis.

13.2 CONTRACTOR shall be liable for and shall defend, indemnify and hold harmless COMPANY
GROUP from and against any and all INDEMNIFIED COSTS of whatever nature and howsoever
caused, in respect of, or arising out of any damage to the CONTRACTOR GROUP personnel or
property where caused by infringement of the security requirements.

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14 NOTICES

With reference to Art. 34 “NOTICES” of the General Terms and Conditions, the PARTIES agree that the
addresses for service of Notices is the following:

COMPANY CONTRACTOR

SONANGOL PESQUISA E PRODUÇÃO IRAQ ........................

5B/515135/929, Arasat Al-Hindiya, Al Rusafa ........................
Bagdad, Iraq
, .

Attention:Mr. Mohmmad Jamil Attention: ........................

Tel:+964-7513546603.. Tel : ........................
Email : mjelkhaleqsonangoliraq.com Fax: ........................
Email: ........................

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