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CONTRACT NO.

For

Between

QATAR PETROLEUM

and

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INDEX TO GENERAL CONDITIONS OF CONTRACT

ARTICLE NO. TITLE PAGE NO.

ARTICLE 1 DEFINITIONS 4

ARTICLE 2 CONTRACT INTERPRETATION 6

ARTICLE 3 SCOPE OF SERVICES 7

ARTICLE 4 CONTRACTOR PERFORMANCE 8

ARTICLE 5 CONTRACTOR PERSONNEL 11

ARTICLE 6 INSPECTION, TESTING AND APPROVAL OF


THE SERVICES 13

ARTICLE 7 EXECUTION PROGRAMME, COMPLETION AND


ACCEPTANCE 14

ARTICLE 8 LIQUIDATED DAMAGES FOR DELAYED COMPLETION 15

ARTICLE 9 CONTRACT PRICE 16

ARTICLE 10 TERMS OF PAYMENT 16

ARTICLE 11 GUARANTEE OF SERVICES AND BANK GUARANTEE 18

ARTICLE 12 VARIATIONS 20

ARTICLE 13 REPRESENTATIVES 21

ARTICLE 14 ASSIGNMENT AND SUBCONTRACTING 22

ARTICLE 15 FORCE MAJEURE 24

ARTICLE 16 SUSPENSION 25

ARTICLE 17 TERMINATION 26

ARTICLE 18 LIABILITIES AND INDEMNITIES 27

ARTICLE 19 INSURANCE 30

ARTICLE 20 TAXES AND GOVERNMENT CHARGES 30

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INDEX TO GENERAL CONDITIONS OF CONTRACT (Continued)

ARTICLE NO. TITLE PAGE NO.

ARTICLE 21 CONFIDENTIALITY AND SECRECY 31

ARTICLE 22 INVENTIONS AND LICENCES 32

ARTICLE 23 TITLE AND LIENS 33

ARTICLE 24 ACCOUNTING RECORDS AND AUDIT RIGHTS 34

ARTICLE 25 SEVERABILITY 35

ARTICLE 26 LAWS AND REGULATIONS 35

ARTICLE 27 SETTLEMENT OF DISPUTES 36

ARTICLE 28 SURVIVAL OF PROVISIONS 37

ARTICLE 29 PUBLIC RELATIONS 37

ARTICLE 30 NOTICES AND COMMUNICATIONS 38

ARTICLE 31 CONFLICT OF INTEREST AND BUSINESS ETHICS 38

APPENDICES

1. Appendix A - SCOPE OF SERVICES AND TECHNICAL


INFORMATION

2. Appendix B - SCHEDULE OF PRICES AND RATES

3. Appendix C - INSURANCE

4. Appendix D - ADMINISTRATION INSTRUCTIONS

5. Appendix E - CONTRACTOR RESOURCES

6. Appendix F - DRAWINGS

7. Appendix G - CONTRACT EXECUTION PLAN

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ARTICLE 1 - DEFINITIONS

The following words and expressions shall have the meanings herein assigned to
them. Further definitions not contained in this Article 1 shall apply to the document in
which they are stated and subsequent documents.

1.1 “AFFILIATE” in relation to QP means a company or entity that is directly or


indirectly controlled by QP.

1.2 "CERTIFICATE OF COMPLETION" means that certificate issued by QP in


accordance with Article 7 when COMPLETION has been achieved".

1.3 “COMPLETION” means completion in accordance with Article 7.

1.4 “COMPLETION DATE” shall be the date shown as such on the CERTIFICATE
OF COMPLETION issued by QP in accordance with Article 7 on which the
SERVICES were actually completed.

1.5 “CONTRACT” means the Form of Agreement, the General Conditions of


Contract and the following Appendices attached hereto and all incorporated
documents.

Appendix A - Scope of Services and Technical Information

Appendix B - Schedule of Prices and Rates

Appendix C - Insurance

Appendix D - Administration Instructions

Appendix E - Contractor Resources

Appendix F - Drawings

Appendix G - Contract Execution Plan

1.6 “CONTRACT EXECUTION PLAN” means the plan shown in Appendix G


which shall be adhered to by CONTRACTOR for the execution of the
SERVICES.

1.7 “CONTRACTOR” means the party to the CONTRACT named as such in the
Form of Agreement.

1.8 “CONTRACTOR PERSONNEL” means all individuals whether employees of


CONTRACTOR or not, directly engaged on the SERVICES under the direct
supervision of CONTRACTOR and shall include agency personnel engaged
by CONTRACTOR.

1.9 "CONTRACT PRICE” means the total authorized value of the CONTRACT and
is either fixed, remeasurable or both as shown on the Form of Agreement. In

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the event the CONTRACT PRICE is fixed then the CONTRACT PRICE can be
changed only by CONTRACT VARIATION FORM. In the event CONTRACT
PRICE is subject to remeasurement, then QP shall pay up to the CONTRACT
PRICE, subject to actual utilization as reflected in the Statement of Final
Account as defined Appendix D. In no event may the CONTRACT PRICE be
increased except by CONTRACT VARIATION FORM.

1.10 “CONTRACT VARIATION FORM” means the document issued by QP to


CONTRACTOR in accordance with the provisions of Article 12.

1.11 "DISCHARGE CERTIFICATE" means the certificate issued by QP to


CONTRACTOR at the end of Guarantee Period provided that CONTRACTOR
has fully complied with all its obligations".

1.12 “EFFECTIVE DATE” means the date when the CONTRACT is deemed to
have come into force, which date is shown on the Form of Agreement.

1.13 “EXECUTION PROGRAMME” means the detailed work programme for


carrying out the SERVICES which shall be prepared by CONTRACTOR in
accordance with Article 7.

1.14 “PARTY/PARTIES” means in the singular either QP or CONTRACTOR, as


appropriate, and in the plural both QP and CONTRACTOR.

1.15 QP" or "QGPC" or " Qatar General Petroleum Corporation " refer, herein and
in documents associated herewith, variously, and with equal standing, to
Qatar Petroleum.

1.16 “REPRESENTATIVE” shall be that person, as notified by a PARTY to the


other PARTY, who shall have the duties, rights and obligations as set forth in
Article 13.

1.17 “SCHEDULED COMPLETION DATE” means the date by which


CONTRACTOR is required to achieve COMPLETION, which date is stated on
the Form of Agreement.

1.18 “SERVICES” mean any and all services to be rendered by CONTRACTOR in


accordance with the CONTRACT.

1.19 “SUBCONTRACT” means any contract between CONTRACTOR and any


party (other than QP or any employees of CONTRACTOR) for the
performance of any part of the SERVICES, including supply of goods and
material.

1.20 “SUBCONTRACTOR” means any party (other than CONTRACTOR) to a


SUBCONTRACT. SUBCONTRACTOR also means any of
SUBCONTRACTOR’s subcontractors of any tier.

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1.21 “TECHNICAL INFORMATION” means all design data, design standards,
drawings, specifications, instructions and other information referred to,
provided by or caused to be provided by QP.

1.22 “VARIATION” means an instruction to CONTRACTOR in accordance with


Article 12 authorised by QP on a CONTRACT VARIATION FORM.

1.23 “WORKSITE” means the lands, waters, sea bed and other places on, under,
in or through which the SERVICES are to be performed including floating
constructional equipment, marine craft or places of any kind, including all
design offices, workshops and places where the SERVICES are being
performed or where equipment, materials or supplies are being obtained,
stored or used for the purposes of the CONTRACT.

ARTICLE 2 - CONTRACT INTERPRETATION

2.1 The headings as well as the cover page in the CONTRACT are included for
convenience only and shall not affect its interpretation.

2.2 Unless the context otherwise requires, the singular includes the plural and
vice versa.

2.3 Words importing any gender shall include any other gender.

2.4 The CONTRACT shall be read and construed as a whole. Anything


mentioned in any of the documents comprising the CONTRACT shall be of
like effect as if stated or mentioned in all of them. In the event of any conflict,
discrepancy or inconsistency between any of the documents forming part of
the CONTRACT, and unless expressly provided otherwise, the following order
of precedence shall prevail:

1. Form of Agreement
2. General Conditions of Contract
3. Appendix C Insurance
4. Appendix A Scope of Services and Technical Information
5. Appendix F Drawings
6. Appendix B Schedule of Prices and Rates
7. Appendix G Contract Execution Plan
8. Appendix D Administration Instructions
9. Appendix E Contractor Resources

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In the event of any conflict, discrepancy or inconsistency between the Scope
of Services and Technical Information, the CONTRACT and the CONTRACT
PRICE will be deemed to allow for the most stringent interpretation thereof.

2.5 All references to the CONTRACT shall be deemed to include the Appendices
and all documents incorporated or referred to herein, unless such reference
specifically provides otherwise. Reference to Articles shall be to the Articles
of the General Conditions of Contract, reference to Appendices shall be to
Appendices attached to the CONTRACT.

2.6 The governing language of the CONTRACT shall be the English language. All
notices, correspondence, information, literature, data, manuals and other
documents required under the CONTRACT shall be in the English language.

2.7 The CONTRACT embodies the entire agreement between the PARTIES and
supersedes and replaces any and all oral or written communications between
the PARTIES in relation to the subject matter hereof. Neither PARTY shall be
liable for any statement, representation, promise, inducement or
understanding of any kind or nature not set forth herein. No changes,
amendments or modifications of the terms and conditions of the CONTRACT
shall be valid unless reduced to writing and signed by the duly authorized
representatives of each PARTY.

2.8 Failure on the part of QP at any time to enforce or to require the strict
adherence to any performance of any of the terms or conditions of the
CONTRACT shall not constitute a waiver of such terms or conditions and
shall not affect or impair such terms or conditions in any way or the right of
QP at any time to avail itself of such remedies as it may have had for each
and every breach of such terms and conditions.

2.9 All dates and time periods referred to in the CONTRACT correspond to the
Gregorian Calendar. “Day” or “day” shall mean a calendar day unless
otherwise specified.

ARTICLE 3 - SCOPE OF SERVICES

3.1 The SERVICES to be performed hereunder shall be as specified in Appendix


A and as set forth in the CONTRACT or as can reasonably be implied.
TECHNICAL INFORMATION, if any, for the SERVICES are included in
Appendix A and drawings for the SERVICES, if any, are included in Appendix
F.

3.2 The CONTRACT does not claim to include every detail and all
specifications/TECHNICAL INFORMATION for the SERVICES.
CONTRACTOR shall, however, comply with its manifest intent and general
purpose, taken as a whole, and shall not avail itself of any errors or omissions
therein to the detriment of the SERVICES. CONTRACTOR is, subject to the
provisions of Article 4.11, responsible for providing and implementing any
additions and inclusions to the TECHNICAL INFORMATION on a timely basis

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to complete the scope, specifications and details reasonably necessary to
meet the overall intent and scope of the SERVICES.

3.3 Any omission in the TECHNICAL INFORMATION but which may be


reasonably implied from the CONTRACT shall be deemed to be required, and
to have been provided for in the CONTRACT PRICE and shall not be the
subject of a VARIATION.

ARTICLE 4 - CONTRACTOR PERFORMANCE

4.1 The SERVICES shall strictly comply with the provisions of the CONTRACT
and all TECHNICAL INFORMATION referred to herein or thereafter furnished
by QP.

4.2 CONTRACTOR warrants that it has the required skills, resources, expertise,
procedures and capacity to perform, and shall perform the SERVICES with
due diligence, care and efficiency in a professional manner utilising state of
the art, sound engineering principles, project management and supervisory
procedures and complying with the highest standards of workmanship for
similar kinds of work.

4.3 CONTRACTOR warrants that CONTRACTOR, CONTRACTOR PERSONNEL


and SUBCONTRACTOR’s performance of the SERVICES shall comply with
the CONTRACT and that they shall exercise the highest degree of care, skill
and diligence in carrying out the SERVICES as is expected from them as
professional experts in the oil and gas industry.

4.4 CONTRACTOR shall at all times perform the SERVICES in a manner that will
safeguard and protect QP's interest and take all necessary and proper steps
to prevent abuse or uneconomical use of QP’s facilities and resources.

4.5 CONTRACTOR shall be responsible for safety during the performance of the
SERVICES and shall provide all necessary safeguards to ensure the safety
and protection of the WORKSITE and of all persons and property associated
with the SERVICES. CONTRACTOR shall also provide all necessary
safeguards at any of QP locations associated with the SERVICES in
accordance with QP’s Corporate Fire and Safety Philosophy dated May,
1997, as may be amended from time to time.

4.6 CONTRACTOR shall use effective quality control and assurance programmes
in performing the SERVICES that comply with all technical codes and
practices or as may be specified by QP. QP at all times shall have the right to
review and accept or reject such quality assurance programmes.

4.7 CONTRACTOR agrees that CONTRACTOR has done its due diligence and
satisfied itself as to the nature of the SERVICES, including but not limited to
the project management, supervision, engineering design, procurement
services (if any) and all other necessary services, personnel, labour,

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materials, tools, consumables and supplies required for the performance of
the SERVICES, general and local conditions especially ground, climatic, sea,
other water and weather conditions and all other matters which could affect
progress or performance of the SERVICES. Any failure by CONTRACTOR to
take account of matters which may affect the SERVICES shall not relieve
CONTRACTOR from its obligations under the CONTRACT, and shall not
serve as the basis for a claim in respect of additional compensation or
extension of time afterwards.

4.8 All design calculations, drawings, purchase orders, bid evaluations,


specifications, reports and all other documents relating to the SERVICES by
CONTRACTOR for the purposes of the CONTRACT shall be fit for their
intended purpose. Except as specifically stated to the contrary in the
Appendix A, CONTRACTOR shall be responsible for checking all documents
and information supplied by QP (including TECHNICAL INFORMATION) and
for preparing and proposing for QP’s approval such modifications to the same
as CONTRACTOR may consider necessary and/or desirable. Thereafter
such documents and information shall be deemed to have been supplied by
CONTRACTOR for the purposes of the CONTRACT.

4.9 QP shall not be liable for any inaccuracy or insufficiency in the information
available or used by CONTRACTOR which affects the performance of the
SERVICES except in the event that, and only in so far as, such information
(which, for the avoidance of doubt, shall include TECHNICAL INFORMATION)
is supplied by QP under the CONTRACT and CONTRACTOR is not required
to check such information.

4.10 CONTRACTOR assumes total responsibility for the SERVICES performed by


CONTRACTOR and SUBCONTRACTORS including SERVICES which are
based upon data and information not contained in the CONTRACT or any
conclusions, interpretations by CONTRACTOR in applying the data,
information and requirements contained in the CONTRACT.

4.11 CONTRACTOR shall notify QP forthwith of all things which in the opinion of
CONTRACTOR appear to be deficiencies, omissions, contradictions or
ambiguities in the CONTRACT or conflict with applicable law. Within seven
(7) days or such other period as deemed appropriate by the PARTIES of
receipt of CONTRACTOR notification of such deficiencies, omissions,
contradictions or ambiguities, QP shall review these items and issue the
necessary instructions before CONTRACTOR proceeds with any part of the
SERVICES affected.

4.12 In developing specifications for or purchasing of materials, goods and


equipment required for the CONTRACT, CONTRACTOR shall take into
account the provisions of Qatari Law No. (6) for the year 1987 concerning
priorities given to National Products and Products of National Origin as
defined therein. Without prejudice to the standards of quality and the
technical requirements of the CONTRACT, CONTRACTOR shall develop

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specifications such that all materials, goods and equipment required for the
CONTRACT can be met from National Products and Products of National
Origin to the extent such are available.

4.13 In developing designs, calculations, specifications, drawings and all other


documents relating to the CONTRACT, CONTRACTOR shall take into
account the rules, guidelines, regulations, procedures, programmes, and
policies of QP as set forth in “the QATAR GENERAL PETROLEUM
CORPORATION Health, Safety & Environmental Conservation Policy” as of
31st March 1994, and the “5th DRAFT, QP ENVIRONMENTAL
PROTECTION STANDARDS”, of 5th October 1995, as may be amended from
time to time. Without prejudice to the standards of quality and the technical
requirements of the CONTRACT, CONTRACTOR shall develop designs,
calculations, specifications, drawings and all other documents relating to the
CONTRACT such that all technical requirements for the CONTRACT comply
with such guidelines and standards, copies of which are available to
CONTRACTOR on request, which shall be considered as a minimum
requirement and CONTRACTOR shall develop additional precautions as
circumstances may require.

4.14 CONTRACTOR shall notify QP immediately whenever accidents or incidents


occur which might affect the interests or other operations of QP or others.

4.15 CONTRACTOR shall notify QP immediately of any impending or actual


stoppages of work, industrial disputes or matters affecting or likely to affect
the performance of the CONTRACT.

4.16 CONTRACTOR shall give the SERVICES the highest priority, that is, no other
job of CONTRACTOR shall take precedence. Time is of the essence in
performing the SERVICES.

4.17 CONTRACTOR shall act as an independent contractor with respect to the


SERVICES and neither CONTRACTOR nor its personnel or
SUBCONTRACTORS or their personnel shall be deemed to be agents or
employees of QP in the performance of the SERVICES.

4.18 CONTRACTOR shall be responsible at all times for scheduling, progress


reporting and forecasting of the progress of the SERVICES so as to achieve
COMPLETION of the SERVICES by the SCHEDULED COMPLETION DATE
or any authorised extensions thereof and in accordance with the EXECUTION
PROGRAMME.

4.19 CONTRACTOR shall follow and comply with the administrative procedures
contained in Appendix D.

4.20 CONTRACTOR, under QP’s supervision, shall retrieve all available


documents that are required to perform the SERVICES. QP shall grant

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CONTRACTOR access to QP’s archives to retrieve the same.

ARTICLE 5 - CONTRACTOR PERSONNEL

5.1 CONTRACTOR warrants that it has the experience and capability including
sufficient and competent supervisors and other personnel to efficiently and
expeditiously perform the SERVICES.

5.2 CONTRACTOR further warrants that it shall continuously provide such


personnel and shall ensure that CONTRACTOR PERSONNEL shall not be
replaced without the prior approval of QP to a suitable successor. In order to
ensure that continuity of the SERVICES are maintained, any replacement
shall work alongside the person who is to be replaced for a reasonable
handover period, at no cost to QP. CONTRACTOR shall exert all reasonable
efforts to perform the SERVICES with its own permanent employees in
preference to agency personnel.

5.3 CONTRACTOR warrants that all CONTRACTOR PERSONNEL have


sufficient qualifications, experience and training to perform their tasks safely,
competently, and efficiently. CONTRACTOR shall also ensure that all
CONTRACTOR PERSONNEL qualifications or experience levels meet or
exceed any particular minimum standards or other requirements which are
specified by QP. CONTRACTOR shall supply QP with evidence of the
qualifications, training, and experience of CONTRACTOR PERSONNEL, if
required to do so by QP. CONTRACTOR shall submit any detailed information
which is required by QP concerning CONTRACTOR PERSONNEL in
sufficient time to enable QP to review the information and notify
CONTRACTOR of approval or rejection.

5.4 If required to do so by QP, CONTRACTOR shall arrange for key


CONTRACTOR PERSONNEL to be interviewed by QP, in order to assess
their suitability for their positions.

5.5 CONTRACTOR shall ensure that CONTRACTOR PERSONNEL liaise with


their QP and third party peers and contacts in a co-operative manner.
CONTRACTOR shall ensure that senior supervisory and key CONTRACTOR
PERSONNEL have a good working knowledge of the English language.

5.6 QP may notify CONTRACTOR to remove from any location of QP or from the
SERVICES any officer, employee or agent of either CONTRACTOR or any
SUBCONTRACTOR without offering any reason provided only that such right
is not exercised unreasonably. The person shall be removed forthwith at the
expense of CONTRACTOR and shall not be engaged on the SERVICES
again or on any other work of QP without the prior approval of QP. Unless
directed by QP to the contrary, persons who have been removed from the

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SERVICES shall immediately be replaced, at no additional cost to QP, by
other suitably qualified persons acceptable to QP.

5.7 Unless otherwise provided for in the CONTRACT, CONTRACTOR shall, at its
own cost, provide or arrange all travel, local transport, accommodation, food
and medical treatment for CONTRACTOR PERSONNEL.

5.8 CONTRACTOR shall maintain good industrial relations with CONTRACTOR


PERSONNEL during the CONTRACT period.

5.9 CONTRACTOR shall ensure that all CONTRACTOR PERSONNEL have all
necessary visas, sponsorship documentation, work permits, and other
immigration requirements. CONTRACTOR shall be responsible for payment
of any fees and/or charges for CONTRACTOR PERSONNEL visa,
sponsorship, work permit, medical examination, and similar documentation.

5.10 QP, at its own cost, shall provide CONTRACTOR PERSONNEL and
SUBCONTRACTORS employees who are required to perform their duties at
QP’s oil an gas facilities with a Breathing Apparatus Familiarisation course
including H2S Safety Briefing. CONTRACTOR PERSONNEL shall carry a
copy of the successful certificate on their possession at all times when they
are at QP’s oil and gas facilities.

5.11 CONTRACTOR shall ensure that all CONTRACTOR PERSONNEL and


SUBCONTRACTORS employees, who have to perform their duties or tasks at
QP locations,

5.11.1 are fully aware of, conversant with, and shall follow the “Contractor’s
Safety Rules and Regulations” and “The Permit to work System - A
guide for users” and any amendments thereto as issued by QP and
copies of which will be made available to CONTRACTOR on request.

5.11.2 are healthy, fit and suitable in every respect to perform the
SERVICES.

5.11.3 understand safety related notices, verbal instructions, and public


address announcements and attend any safety training provided or
required by QP.

5.11.4 are provided with all necessary personal safety equipment and
protective clothing at CONTRACTOR’s cost.

5.11.5 to provide QP with photocopies of passports, police clearances and


any similar personal security documentation necessary to obtain QP
identification cards and passes for such CONTRACTOR

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PERSONNEL.

5.11.6 display such identification cards with them at all times when they are
on QP premises.

5.11.7 are law abiding, peaceful, and respectful of local cultural traditions,
and are not under the influence of any intoxicating alcohol or drugs.

ARTICLE 6 – INSPECTION, TESTING AND APPROVAL OF THE SERVICES

6.1 CONTRACTOR shall keep QP fully informed of the progress of the


SERVICES and shall make available for QP's inspection at all reasonable
times all relevant documents including but not limited to schedules, designs,
calculations, specifications, drawings, reports, purchase orders, quotations,
quotations received from SUBCONTRACTORS, bid evaluations and
recommendations. All such documents shall be made available to QP at any
reasonable location specified by QP and CONTRACTOR shall provide a copy
for QP's retention of any and all such documents specified by QP at no charge
to QP. CONTRACTOR shall submit to QP for review and comment all
documents specified as deliverables in Appendix A in sufficient time to allow
QP to review and comment upon them without delaying the performance of
the SERVICES by CONTRACTOR.

6.2 In order to confirm that the requirements of the CONTRACT are met, QP shall
have the right, but not the obligation, at all times to inspect, test and examine
all technical material and all services or documentation relating thereto
performed by CONTRACTOR or any SUBCONTRACTOR. QP shall also
have the right to witness any test of any part of the SERVICES.

6.3 QP shall have the right to reject any part of the SERVICES which does not
comply with any requirement or requirements of the CONTRACT, including,
but not limited to, defective, incomplete, inaccurate engineering
workmanship or services. Upon receiving notice of rejection CONTRACTOR
shall immediately commence to re-perform, re-engineer, repair or replace the
defective part of the SERVICES and shall carry out such inspections and/or
tests on other parts of the SERVICES as QP may require to ensure
compliance with the CONTRACT requirements.

6.4 CONTRACTOR shall be responsible for all costs and delays relating to re-
performance, repair or replacement of the SERVICES and no deferment or
extension of the SCHEDULED COMPLETION DATE will be granted in these
cases.

6.5 Neither failure on the part of QP or its designated employees to inspect the
SERVICES or witness or test or to discover defects nor failure to reject work
performed by CONTRACTOR or a SUBCONTRACTOR which is not in
accordance with the CONTRACT shall relieve CONTRACTOR from any
liability or obligation under the CONTRACT.

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6.6 Approval or acceptance by QP of any of the acts or works or services of
CONTRACTOR, its SUBCONTRACTORS, or the employees of either shall in
no way relieve CONTRACTOR of its responsibilities to carry out the provisions
of the CONTRACT, nor shall approval by QP of any documents or items
relieve CONTRACTOR of its responsibility for errors in design, procurement,
accounting, construction, or any other endeavor included in the SERVICES
under the CONTRACT.

ARTICLE 7 - EXECUTION PROGRAMME, COMPLETION AND ACCEPTANCE

7.1 Within fourteen (14) days from the EFFECTIVE DATE, CONTRACTOR shall
prepare and submit for review by QP a document, which shall be based on
the CONTRACT EXECUTION PLAN, giving full details of the arrangements
and methods which CONTRACTOR proposes to adopt for the execution of the
SERVICES including planning, control of costs and scheduling. This
document shall become the EXECUTION PROGRAMME where it complies
with the requirements of the CONTRACT and when approved by QP.

7.2 CONTRACTOR shall execute the SERVICES strictly in accordance with the
EXECUTION PROGRAMME. CONTRACTOR shall keep QP fully informed of
the progress of the SERVICES and shall provide accurate forecasting
information, highlighting any constraints and corrective actions that may be
required.

7.3 If delay in the performance of the SERVICES arises or the performance of the
SERVICES is not in accordance with the EXECUTION PROGRAMME for
which CONTRACTOR is responsible, QP shall have the right to require
CONTRACTOR and CONTRACTOR shall, without additional cost to QP, take
all necessary measures including, but not limited to, working overtime and
employing additional personnel in order to eliminate or reduce such delay in
the completion of the SERVICES.

7.4 Without prejudice to the obligations of CONTRACTOR or the rights and


remedies of QP provided elsewhere under the CONTRACT, CONTRACTOR
shall, on the request of QP, produce a revised document for the execution of
the SERVICES showing modifications to the EXECUTION PROGRAMME
necessary to complete the SERVICES in accordance with the CONTRACT
and inform QP of details of the changes. After review and approval by QP,
the revised document for the execution of the SERVICES shall then be the
EXECUTION PROGRAMME. There shall be only one EXECUTION
PROGRAMME at any one time. Should the revised EXECUTION
PROGRAMME exceed the SCHEDULED COMPLETION DATE due to no
fault of QP, then QP retains its right to apply liquidated damages in
accordance with Article 8.

7.5 To the extent that the CONTRACTOR fails or neglects to submit a revised
EXECUTION PROGRAMME as specified in Article 7.4 above, QP may
prepare a programme which shall then become the EXECUTION

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PROGRAMME. CONTRACTOR shall pay the cost that QP incurred in the
preparation of such a programme.

7.6 When CONTRACTOR considers that the SERVICES have been performed
and completed in accordance with the CONTRACT, CONTRACTOR shall
notify QP accordingly.

7.7 QP shall proceed forthwith to determine whether the SERVICES have been
performed and completed in accordance with the CONTRACT. Within thirty
(30) days of receipt of the above notification from CONTRACTOR, QP shall
either:

7.7.1 issue to CONTRACTOR a CERTIFICATE OF COMPLETION in the


form set forth in Appendix D; or

7.7.2 notify CONTRACTOR that QP has found the SERVICES or part


thereof not to have been performed in accordance with the
CONTRACT. This notice shall detail the specific nature of the defect
in performance and the Article or Appendix of the CONTRACT which
contains the obligation of CONTRACTOR which CONTRACTOR has
failed to meet. CONTRACTOR shall take immediately all actions
necessary to remedy the defect so as to enable QP to issue to
CONTRACTOR a CERTIFICATE OF COMPLETION.

7.8 QP shall have the right to take possession of and use any separate part of the
SERVICES which is completed prior to the COMPLETION of all the
SERVICES. In such event, QP shall inspect such separate part and, if
accepted by QP, QP shall issue to CONTRACTOR a CERTIFICATE OF
COMPLETION for that separate part. Such a CERTIFICATE OF
COMPLETION of part of the SERVICES shall not constitute acceptance of
any other part of the SERVICES.

7.9 The issue of a CERTIFICATE OF COMPLETION by QP shall not relieve QP


nor CONTRACTOR from any obligations or liabilities under the provisions of
the CONTRACT or at law.

ARTICLE 8 - LIQUIDATED DAMAGES FOR DELAYED COMPLETION

8.1 In the event that CONTRACTOR fails to complete all of or any separately
identified parts of the SERVICES by the date(s) as set forth in the
CONTRACT, CONTRACTOR shall be liable to QP for liquidated damages in
accordance with the provisions of this Article and the amount of such
liquidated damages shall be calculated in accordance with the liquidated
damages rates set forth in Appendix B.

8.2 All amounts of liquidated damages for which CONTRACTOR may become
liable under this Article:

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8.2.1 are agreed between the PARTIES as a genuine pre-estimate of the
losses which may be sustained by QP in the event that CONTRACTOR
fails to complete the SERVICES by the date(s) stipulated in the
CONTRACT and are not a penalty, and

8.2.2 constitutes CONTRACTOR’S total liability towards delay in completion


of the specified part(s) of the SERVICES.

ARTICLE 9 - CONTRACT PRICE

9.1 As full compensation for the SERVICES, QP shall pay to CONTRACTOR the
CONTRACT PRICE in accordance with the provisions of the CONTRACT.
The CONTRACT PRICE is computed as set forth in Appendix B.

9.2 The CONTRACT PRICE shall not be subject to escalation; nor increased as a
result of any increase in CONTRACTOR costs nor adjusted for any reason
except as specified in Article 12. The CONTRACT PRICE shall include all
costs, charges, taxes, duties, and all other expenses for performing the
SERVICES.

9.3 For reimbursable items, CONTRACTOR shall use and document its best
efforts to obtain and shall credit for the benefit of QP all lawful discounts, rates
credits, allowances and refunds which are obtainable from
SUBCONTRACTORS.

9.4 Except where it is expressly provided that QP shall carry out an obligation
under the CONTRACT at its own cost, all things required to be supplied or
performed by CONTRACTOR under the CONTRACT shall be deemed to be
included in the rates and prices included in Appendix B.

ARTICLE 10 - TERMS OF PAYMENT

10.1 For the performance and COMPLETION of the SERVICES, QP shall pay or
cause to be paid to CONTRACTOR the amounts provided for at the times and
in the manner specified in Appendix B, in any VARIATION issued, and in this
Article.

10.2 CONTRACTOR shall submit to QP an invoice in duplicate before the end of


the subsequent month following completion of such stages as are specified in
and showing the amount(s) calculated in accordance with Appendix B.

10.3 Each invoice shall show separately the individual amounts under each of the
headings in Appendix B, and shall quote the CONTRACT Reference Number,
Title, and QP REPRESENTATIVE reference indicator. Invoices shall be
forwarded to the address shown in Appendix D and at the same time a copy
of each such invoice shall be forwarded to QP REPRESENTATIVE clearly

PROF.SERVICES REV 3.0 (03/06) Page 16 of 39


marked 'copy'.

10.4 Upon the expiry of thirty (30) days and within forty-five (45) days from receipt
by QP of a correctly prepared and adequately supported invoice or, in event
that the forty-fifth (45th) day falls on a QP Weekend or public holiday, on the
immediately succeeding working day, QP shall pay the undisputed amount of
such invoice to the bank account nominated by CONTRACTOR. Where the
amount is invoiced in a foreign currency and Appendix B allows for this, the
amount paid by QP shall be in that foreign currency.

10.5 CONTRACTOR shall ensure that QP has the correct banking information of
CONTRACTOR in order to make a bank transfer. CONTRACTOR assumes
the entire risk for incorrect bank transfers arising from incorrect banking
informaton provided by CONTRACTOR. Any requested change to the
nominated bank, including account information must be submitted in writing by
CONTRACTOR and accompanied by either a Clearance Certificate or a No
Liability Certificate or a No Objection Certificate from its nominated bank.

10.6 If QP disputes any items on any invoice in whole or in part or if the invoice is
prepared or submitted incorrectly in any respect , QP REPRESENTATIVE
shall notify CONTRACTOR in writing within twenty one (21) days of receipt of
the invoice, stating the reason QP disputes the amount invoiced. QP shall pay
the undisputed part of any invoice within the period stated in Article 10.4
above. For the disputed part, CONTRACTOR shall make the appropriate
corrections or changes and resubmit such invoiced amounts to QP together
with the succeeding invoice. If any other dispute connected with the
CONTRACT exists between the PARTIES, QP may notify CONTRACTOR
and withhold from any money which becomes payable either (i) the equivalent
of QP's estimated values of the portion of the SERVICES which is under
dispute or, (ii) the amount which is the subject of the dispute. On settlement
of any dispute, CONTRACTOR shall submit an invoice for sums agreed for
payment and QP shall make the appropriate payment in accordance with the
provisions of Article 10.4 above.

10.7 Neither the presentation, payment nor non-payment of an individual invoice


shall constitute a settlement of a dispute, an accord and satisfaction, a
remedy of account stated, or otherwise waive or affect the rights of the
PARTIES hereunder.

10.8 CONTRACTOR agrees that no payment made under the CONTRACT shall be
evidence of the performance of the CONTRACT, either wholly or in part, and
that no payment shall be construed to be an acceptance of the SERVICES.

10.9 QP may deduct or withhold from any money which is due or which may
become due to CONTRACTOR:

10.9.1 any sum which QP believes was incorrectly paid to CONTRACTOR;

PROF.SERVICES REV 3.0 (03/06) Page 17 of 39


10.9.2 any sum which is contractually or legally due or owing to QP from
CONTRACTOR whether or not related to the CONTRACT.

10.10 Notwithstanding anything to the contrary in the CONTRACT, QP shall not be


liable to pay any interest on any delayed payments.

ARTICLE 11 - GUARANTEE OF SERVICES AND BANK GUARANTEE

11.1 CONTRACTOR guarantees that the SERVICES shall be in compliance with


all requirements set forth in the CONTRACT and shall be free from errors,
defects and failures for the relevant Guarantee Period which shall run until
either:

11.1.1 the end of the Guarantee Period specified for the SERVICES or for
the particular part of the SERVICES as set forth in Appendix A; or

11.1.2 where no period has been specified in accordance with Article 11.1.1
above, the end of the period of one (1) year from the COMPLETION
DATE; or

11.1.3 in the event that any part of the SERVICES is re-performed, rectified
or replaced by CONTRACTOR under the provisions of this Article,
until the date that the re-performance, rectification or replacement
has been satisfactorily completed in accordance with the CONTRACT
and has been free from errors, defects and failures for the period
specified in accordance with Articles 11.1.1 or 11.1.2 above as
appropriate.

11.2 In the event QP discovers any errors, defects or failure in the SERVICES
during the Guarantee Period, QP shall notify CONTRACTOR of such error,
defect or failure. Upon receipt of such notification from QP, CONTRACTOR
shall immediately at its own cost, rectify or, at the option of QP, replace or re-
perform any defective work, and carry out all associated work such as re-
engineering, re-drafting, amending presentation of reports. QP may decide at
its absolute discretion that the carrying out of such rectification, replacement
or re-performance, re-engineering, re-drafting by CONTRACTOR will be
prejudicial to QP's interests (whether by deferment of production or
otherwise). In such circumstances QP may undertake CONTRACTOR's
above-mentioned responsibilities, in which event QP shall, as soon as
reasonably practicable, so notify CONTRACTOR. QP shall be entitled to
recover from CONTRACTOR all costs incurred by QP in the carrying out of
such responsibilities.

11.3 QP has entered into the CONTRACT upon reliance of CONTRACTOR’s


obligation to perform the SERVICES in accordance with the CONTRACT, and

PROF.SERVICES REV 3.0 (03/06) Page 18 of 39


in particular, Article 4. In the event that any part of the SERVICES is required
to be re-performed, rectified or replaced due to errors, defects or failures
which could have been reasonably foreseen by a professional contractor, then
CONTRACTOR shall be liable for all costs and expenses incurred by QP
arising from such re-performance, rectification or replacement.

11.4 The rights and remedies of QP provided under this Article are without
prejudice to QP's other rights or remedies under the CONTRACT and at law.

11.5 CONTRACTOR shall have provided to QP, by the date specified by QP, an
unconditional and irrevocable bank guarantee payable on first demand of QP
to guarantee the performance of CONTRACTOR's obligations under the
CONTRACT. Cash, cheques, insurance policies, bank guarantees issued in
respect of another contract and/or other forms of security will not be accepted
in lieu of the required bank guarantee.

11.6 The bank guarantee shall be issued by a bank operating in Qatar, shall be in
the specific form set out in Appendix D, and shall be valid for a period of not
less than forty-five (45) days after the expiry of the Guarantee Period. The
bank guarantee shall remain in force irrespective of any circumstances which
might constitute legal discharge of surety or guarantor and shall not be
affected by any change in the constitution of either PARTY.

11.7 The amount of the bank guarantee shall be ten percent (10%) of the
CONTRACT PRICE. Should any circumstances result in changing the
CONTRACT PRICE and/or the SCHEDULED COMPLETION DATE,
CONTRACTOR shall have the obligation to maintain the validity and/or adjust
the value accordingly.

11.8 QP shall be entitled to liquidate such bank guarantee at any time


CONTRACTOR fails to perform any of its obligations under the CONTRACT.
As soon as practicable following any such liquidation, QP shall notify
CONTRACTOR of the obligation or obligations under the CONTRACT which
CONTRACTOR failed to perform and which formed the basis for such
liquidation.

11.9 If CONTRACTOR at any time fails to provide and/or maintain the bank
guarantee as provided by this Article 11, QP shall have the unqualified right to
suspend payment under the CONTRACT until such time that CONTRACTOR
has delivered to QP such bank guarantee in accordance with all the
requirements of this Article 11. Should CONTRACTOR fail to provide or
maintain such satisfactory bank guarantee as required by Article 11,
CONTRACTOR shall be in breach of the CONTRACT and QP shall have the
right at any time, without prior notification and without any liability whatsoever,
to liquidate any provisional bank guarantee submitted by CONTRACTOR, and
suspend and/or terminate the CONTRACT. Should such bank guarantee
prove to be unenforceable, at any time and for any reason, then QP shall be

PROF.SERVICES REV 3.0 (03/06) Page 19 of 39


entitled to suspend any and all payments to CONTRACTOR until
CONTRACTOR has provided QP with a new and satisfactory bank guarantee.

11.10 Within thirty (30) days from the date of expiry of the Guarantee Period, QP
shall issue to CONTRACTOR a DISCHARGE CERTIFICATE in the form
shown in Appendix D (hereinafter called DISCHARGE CERTIFICATE). If
different Guarantee Periods apply to different parts of the SERVICES, the
DISCHARGE CERTIFICATE shall be issued within thirty (30) days from the
date of expiry of the latest Guarantee Period. Upon the issuance of the
DISCHARGE CERTIFICATE, the PARTIES shall be considered as having
fulfilled all their obligations under the CONTRACT subject only to the
provisions of Article 28 and CONTRACTOR’s liability for latent defects.

11.11 Without prejudice to Article 11.10 above, QP at its sole discretion may issue a
separate DISCHARGE CERTIFICATE in respect to any separately defined
segment of the SERVICES to which a specified Guarantee Period is set forth
in Appendix A.

ARTICLE 12 - VARIATIONS

12.1 QP shall have the right, at any time, to make any changes in the SERVICES
such as additions, deletions, substitutions or other alterations or revisions in
the SERVICES, and to direct CONTRACTOR to perform such changes as
detailed in a CONTRACT VARIATION FORM.

12.2 Any increase or decrease in the CONTRACT PRICE or any modification to


the EXECUTION PROGRAMME resulting from such change shall be
evaluated and determined in accordance with the CONTRACT and the rates
and prices contained in Appendix B.

12.3 If Appendix B does not contain rates or prices which are specifically applicable
to such change, then QP shall compensate CONTRACTOR on a basis to be
mutually agreed between the PARTIES. Deletion or reduction of individual
items shall not entitle CONTRACTOR to reimbursement for loss, overheads,
profit, or prospective profit or to financial compensation for executing a
reduced workscope. VARIATIONS shall be issued in accordance with the
procedure set forth in Appendix D.

12.4 CONTRACTOR shall not undertake any change until it has received an
approved CONTRACT VARIATION FORM. However, in the event QP and
CONTRACTOR are unable to agree on the cost of the change, QP may
nevertheless direct CONTRACTOR in writing to proceed and CONTRACTOR
shall proceed with such change. In the event of a written instruction, QP and
CONTRACTOR shall endeavour to resolve the issue by negotiation.

PROF.SERVICES REV 3.0 (03/06) Page 20 of 39


If CONTRACTOR proceeds with any change without receiving either an
approved CONTRACT VARIATION FORM or written instruction from QP, any
additional costs incurred to perform such changes in the SERVICES shall be
for CONTRACTOR’S account and CONTRACTOR shall not be entitled to any
additional time.

12.5 Adjustment evaluated by CONTRACTOR related to a change pursuant to this


Article 12 and issued by QP on the CONTRACT VARIATION FORM shall be
deemed to take into account the full and final effects of such change upon any
and all aspects of the CONTRACT and to compensate CONTRACTOR fully
thereto. CONTRACTOR hereby agrees to make no further claim for any other
consequences of such change in the SERVICES, whether directly or indirectly
resulting therefrom.

12.6 Instructions, decisions or acts of QP which are to achieve compliance by


CONTRACTOR with the CONTRACT, or to correct errors, omissions, or other
failure shall not constitute a VARIATION.

12.7 A VARIATION shall not affect the rights and obligations of the PARTIES
except as expressly provided in the relevant CONTRACT VARIATION FORM.
All VARIATIONS shall be governed by all provisions of the CONTRACT.

ARTICLE 13 - REPRESENTATIVES

13.1 Each PARTY has nominated its REPRESENTATIVE for the CONTRACT.
The name and contact address of QP REPRESENTATIVE is set forth in
Appendix D and the name and contact address of CONTRACTOR
REPRESENTATIVE is set forth in Appendix E. The REPRESENTATIVES
shall have the duties, rights and obligations outlined as follows:

13.1.1 All information, instructions and decisions by a PARTY shall be


issued by the REPRESENTATIVE of that PARTY. All information,
instructions and decisions from the REPRESENTATIVE of a PARTY
shall commit that PARTY.

13.1.2 The REPRESENTATIVE of a PARTY may delegate in writing, any of


its responsibilities to a nominated deputy or deputies. The terms of
such delegation shall be subject to prior written notification to the
other PARTY. Information, instructions and decisions from such a
nominated deputy shall be as if from the REPRESENTATIVE of a
PARTY.

13.1.3 All information, instructions and decisions by a PARTY to the other


PARTY shall be effective only if such information, instructions and
decisions have been addressed to the receiving PARTY's
REPRESENTATIVE or nominated deputy as the case may be.

PROF.SERVICES REV 3.0 (03/06) Page 21 of 39


13.2 CONTRACTOR shall not change CONTRACTOR REPRESENTATIVE without
the prior written approval of QP.

13.3 QP shall have the right to change its REPRESENTATIVE or its


REPRESENTATIVE’s deputies at any time at its sole discretion and shall
notify CONTRACTOR accordingly.

ARTICLE 14 - ASSIGNMENT AND SUBCONTRACTING

14.1 ASSIGNMENT

14.1.1 CONTRACTOR shall not cede, delegate, make-over, novate, assign,


or transfer in any other way, the CONTRACT or any part of it nor any
benefit, interest, right or obligation in or under it without the prior
written agreement of QP which will only be given in exceptional
circumstances and shall, notwithstanding the foregoing, be in the
absolute discretion of QP.
14.1.2 Notwithstanding anything to the contrary elsewhere in the
CONTRACT, QP shall have the unrestricted right to cede, assign,
transfer or make-over its rights, interest or benefits and novate or
delegate its obligations and responsibilities under the CONTRACT in
whole or in part to any of QP's AFFILIATES. Subject to the foregoing,
the provisions of the CONTRACT shall extend to the benefit of and be
binding upon the successors and assignees of the PARTIES.

14.2 SUBCONTRACTING

14.2.1 CONTRACTOR shall not subcontract the whole or any part of the
SERVICES without the prior approval of QP. CONTRACTOR shall
ensure that the rights of QP and the requirements in the CONTRACT
regarding SUBCONTRACTORS are effectively provided for in any
SUBCONTRACT. In proposing a SUBCONTRACTOR as provided in
this Article, CONTRACTOR shall reasonably ensure that such proposal
is not detrimental to the interests of QP.

14.2.2 Where a SUBCONTRACT is provided for in the CONTRACT or where


CONTRACTOR wishes to enter into a SUBCONTRACT, then before
CONTRACTOR enters into any such SUBCONTRACT, QP shall be
given an adequate opportunity to review the form of the
SUBCONTRACT, the choice of the SUBCONTRACTOR, the part of the
SERVICES which shall be covered under the SUBCONTRACT, any
other details QP shall request or specify and, insofar as QP is required
to reimburse to CONTRACTOR, in respect of the subcontracted
SERVICES,, the amounts paid to the SUBCONTRACTOR, the cost of
the SUBCONTRACT, and quotations obtained by CONTRACTOR.

PROF.SERVICES REV 3.0 (03/06) Page 22 of 39


14.2.3 CONTRACTOR shall obtain from all SUBCONTRACTORS and cause
to be extended to QP the best possible prices, lawful discounts,
representations, warranties and guarantees with respect to any
services or supplies furnished by such SUBCONTRACTORS. All
representations, warranties and guarantees in respect of
SUBCONTRACTS shall be subject to approval of QP and shall be so
written as to survive all QP and CONTRACTOR inspections, tests and
approvals. CONTRACTOR shall be responsible for enforcing the
representations, warranties and guarantees specified herein, at no cost
to QP. If a SUBCONTRACTOR has undertaken towards
CONTRACTOR any continuing obligation extending for a period
exceeding that of the Guarantee Period under the CONTRACT,
CONTRACTOR shall, prior to the end of the Guarantee Period, notify
QP of the continuing obligation and shall assign to QP the benefit of
that obligation for its remaining duration unless otherwise directed by
QP.

14.2.4No SUBCONTRACT shall bind or purport to bind QP and each


SUBCONTRACT shall provide for its immediate termination in the
event of termination of all or a relevant part of the SERVICES, or
suspension in the event of suspension of all or a relevant part of the
SERVICES. Each SUBCONTRACT shall provide for CONTRACTOR's
right of assignment of the SUBCONTRACT to QP or its nominee in the
event that QP terminates the CONTRACT or any part of the
SERVICES. Except upon such an assignment, the
SUBCONTRACTORS shall only be responsible to CONTRACTOR,
who shall in turn be responsible to QP.

14.2.5 CONTRACTOR shall be responsible for all work, services, acts,


omissions and defaults of any SUBCONTRACTOR as fully as if they
were the work, services, acts, omissions or defaults of CONTRACTOR.

14.2.6 CONTRACTOR shall not be entitled to any remuneration, commission,


discounts or any other form of allowance on any SUBCONTRACTS
unless provided for specifically under the provisions of the CONTRACT
except insofar as such allowance has already been identified within the
CONTRACT PRICE.

14.2.7 In selecting SUBCONTRACTORS for the provision of any services


under the CONTRACT, CONTRACTOR shall give preference to Qatari
contractors, provided that (a) CONTRACTOR is reasonably satisfied
(on the basis of demonstrated ability, quality, timely performance,
workmanship and other relevant criteria) with their ability to properly
perform the services entrusted to them; (b) the cost of such services
does not exceed one hundred ten percent (110%) of the cost of
equivalent or similar services offered by or otherwise available from

PROF.SERVICES REV 3.0 (03/06) Page 23 of 39


non-Qatari contractors; and (c) the other terms and conditions
applicable to such services are otherwise competitive with those
available from non-Qatari contractors.

ARTICLE 15 - FORCE MAJEURE

15.1 Any delay in or total or partial failure of performance of either PARTY hereto
of its obligations under the CONTRACT shall not constitute default,
suspension or termination hereunder or serve to give rise to any claim for
damages if and to the extent such delay or failure is caused by any of the
following occurrences:

15.1.1 Acts of God; and/0r

15.1.2 embargo, expropriation, confiscation, requisitioning or


commandeering by or compliance with any oral or written order,
directive or request of any governmental authority or person
purporting to act therefore or under such authority; and/or

15.1.3 war (whether declared or not), act of foreign enemy, hostilities, acts of
terrorism, riots, rebellion, or public disorder; and/or

15.1.4 explosions or fires; and/or

15.1.5 floods, earthquakes, or other natural calamities; and/or

15.1.6 strikes, whether lawful or unlawful (provided it does not originate or


mainly involve CONTRACTOR’s or SUBCONTRACTOR’s workforce),
interruption of or delay in transportation by carriers, or embargo,
and/or

15.1.7 Radiation or contamination by radioactivity, and/or

15.1.8 Maritime or aviation disaster, and

which demonstrably could not have been reasonably foreseen before the
EFFECTIVE DATE and which is demonstrably beyond the reasonable control
of the PARTY affected, and could not have been avoided by use of due care
and diligence (hereinafter referred to as Force Majeure Occurrences).

15.2 If within a reasonable time after a Force Majeure Occurrence referenced in


Article 15.1 which caused CONTRACTOR to suspend or delay performance
of the SERVICES, CONTRACTOR has failed to take such action as
CONTRACTOR could lawfully initiate to remove or relieve either the force
majeure occurrence or its direct or indirect effects, QP may, in its sole
discretion and after written notice to CONTRACTOR, initiate such measures,

PROF.SERVICES REV 3.0 (03/06) Page 24 of 39


including but not limited to, the hiring of third parties, as are designed to
remove or relieve such force majeure occurrence or its direct or indirect
effects; and QP may thereafter require CONTRACTOR to resume full or
partial performance of the SERVICES. Alternatively, QP, in its sole discretion,
may decide to terminate the CONTRACT

15.3 If the cumulative duration of any occurrence referenced in Article 15.1


exceeds one hundred twenty (120) days, either PARTY may terminate the
CONTRACT upon seven (7) days prior written notice to the other PARTY.

15.4 Any delay due to Force Majeure Occurrences as defined herein shall be
considered an excusable delay, and neither PARTY shall be entitled to
compensation, beyond the provisions of the CONTRACT, as a result thereof.

ARTICLE 16 - SUSPENSION

16.1 QP may at any time suspend performance of all or any part of the SERVICES
by giving notice of suspension to CONTRACTOR. Upon receiving any such
Notice of Suspension, CONTRACTOR shall promptly suspend further
performance of the SERVICES to the extent specified. Each individual
suspension may continue for a period of up to ninety (90) days after the
effective date of suspension. During such period, QP may, request
CONTRACTOR to resume performance of the SERVICES and
CONTRACTOR shall thereupon diligently comply.

16.2 If at the end of the ninety (90) day suspension period referenced in Article
16.1 above QP has not required a resumption of the SERVICES, that portion
of the SERVICES which has been suspended shall be deemed terminated as
of the effective date of suspension pursuant to the provisions of Article 17,
unless QP and CONTRACTOR have agreed in writing to a further extension
of the suspension period.

16.3 QP shall compensate CONTRACTOR for those costs incurred during the
suspension period which are attributable solely to the suspension, and;

16.3.1 are for personnel and/or SUBCONTRACTORS which, with QP's prior
written concurrence, are maintained for the SERVICES; and

16.3.2 are reasonable and unavoidable costs of CONTRACTOR confirmed


by QP

16.4 During the suspension period, CONTRACTOR shall be responsible for


safeguarding and protecting the SERVICES.

ARTICLE 17 - TERMINATION

17.1 QP shall have the right, by giving notice to CONTRACTOR, to terminate the

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CONTRACT or all or any part of the SERVICES at such time or times as QP
may consider necessary for any or all of the following reasons:

17.1.1 to suit the convenience of QP;

17.1.2 subject only to Article 17.2, in the event of any default on the part of
CONTRACTOR; or

17.1.3 if CONTRACTOR becomes bankrupt or makes a composition or


arrangement with its creditors or if a winding-up order of
CONTRACTOR is made or (except for the purposes of amalgamation
or reconstruction) a resolution for its voluntary winding-up passed or a
provisional liquidator, receiver, administrator or manager of its business
or undertaking is appointed.

17.2 In the event of default on the part of CONTRACTOR:

17.2.1 under the provisions of Article 31 (Conflict of Interest and Business


Ethics), QP shall have the right to issue a notice of termination in
accordance with the provisions of article 17.1, without the need for
issuance of a notice of default.

17.2.2 under the CONTRACT other than the provision of Article 31 (Conflict of
Interest and Business Ethics), before the issue by QP of a notice of
termination, QP shall give notice of default to CONTRACTOR giving the
details of such default. If CONTRACTOR upon receipt of such notice
does not diligently commence and thereafter continuously proceed with
action satisfactory to QP to remedy such default, QP may issue a
notice of termination in accordance with the provisions of Article 17.1.

17.3 In the event of QP giving CONTRACTOR notice of termination of all or any


part of the SERVICES, such notice shall become effective on the date
specified therein (or in the absence of any specified date at the date of receipt
of the notice), whereupon CONTRACTOR shall immediately and in an orderly
manner with respect to the SERVICES being performed:

17.3.1 cease performance of the SERVICES or such part thereof as may be


specified in the notice;

17.3.2 allow QP or its nominee full right of access to the WORKSITE to


remove and/or take over the SERVICES or the relevant part of the
SERVICES so far completed together with all materials and equipment.
QP shall have the right to obtain completion of the SERVICES or the
relevant part of the SERVICES by other contractors;

17.3.3 assign to QP, or its nominee, to the extent desired by QP, all or the
relevant part of the rights, titles, liabilities and SUBCONTRACTS
relating to the SERVICES which CONTRACTOR may have acquired or
entered into; and

17.3.4 remove all CONTRACTOR PERSONNEL, the equipment and


materials, other than that required under Article 17.3.2, of
CONTRACTOR from the immediate area in which the SERVICES is

PROF.SERVICES REV 3.0 (03/06) Page 26 of 39


being performed unless otherwise instructed by QP.

17.4 Within thirty (30) days of the effective date of termination, CONTRACTOR
shall deliver to QP all the TECHNICAL INFORMATION, and originals, copies
and reproductions of all drawings, specifications, requisitions, calculations,
programme listings, erection plans, schedules, software and all other data or
documents prepared by CONTRACTOR or any SUBCONTRACTOR.

17.5 In the event of termination under Article 17.1.1 above, CONTRACTOR's


entitlement to payment shall be limited to the amount calculated in accordance
with Appendix B.

17.6 In the event of termination in accordance with Articles 17.1.2 or 17.1.3,


CONTRACTOR shall not be entitled to receive any further payment until the
SERVICES is completed by QP. Where the CONTRACT PRICE exceeds the
sum of the total cost to QP of completing the SERVICES plus all amounts
previously paid to CONTRACTOR for the SERVICES, CONTRACTOR shall
be entitled to payment only for that portion of the SERVICES satisfactorily
completed in accordance with the CONTRACT. If the sum of the total cost to
QP of completing the SERVICES plus amounts previously paid to
CONTRACTOR for the SERVICES exceeds the CONTRACT PRICE for the
completed SERVICES, CONTRACTOR shall promptly pay the difference to
QP, provided that QP shall have the right and is authorised to set-off against
and deduct from said excess, if any, payable to CONTRACTOR, any other
damages, suffered by QP due to CONTRACTOR’s default.

17.7 The foregoing provisions of this Article are without prejudice to any other rights
and/or remedies of QP under the CONTRACT or at law.

ARTICLE 18 - LIABILITIES AND INDEMNITIES

18.1 CONTRACTOR shall release, protect, indemnify, defend and hold harmless
QP, its AFFILIATES, its co-venturers, and its and their respective officers,
employees and agents from all claims, losses, damages, costs (including legal
costs), expense and liabilities of every kind and nature resulting from loss of
or damage to owned or rented property, facilities, material, equipment, and/or
tools of CONTRACTOR, its SUBCONTRACTORS or its or their respective
officers, employees or agents arising directly or indirectly out of or in
connection with the performance of the SERVICES without regard to the
cause or causes thereof, including, without limitation, the fault or negligence
(whether sole, concurrent, active, passive or otherwise) or breach of duty
(statutory, contractual or otherwise) of either PARTY or any other person or
entity.

18.2 CONTRACTOR shall release, protect, indemnify, defend and hold harmless
QP, its AFFILIATES, its co-venturers, and its and their respective officers,
employees and agents from all claims, losses, damages, costs (including legal
costs), expenses and liabilities of every kind and nature resulting from
personal injury, including fatal injury and disease, to any person employed by

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CONTRACTOR or its SUBCONTRACTORS arising directly or indirectly out of
or in connection with the performance of the CONTRACT without regard to
the cause or causes thereof, including, without limitation, the fault or
negligence (whether sole, concurrent, active, passive or otherwise) or breach
of duty (statutory, contractual or otherwise) of either PARTY or any other
person or entity.

18.3 CONTRACTOR shall release, protect, indemnify, defend and hold harmless
QP in respect of loss of or damage to the property of QP its AFFILIATES, its
co-venturers, and its and their respective officers, employees and agents
arising directly or indirectly out of or in connection with the performance of the
CONTRACT to the extent that such loss or damage is caused by negligence,
breach of duty, or wilful misconduct of CONTRACTOR, its
SUBCONTRACTORS or their respective officers, employees or agents.
CONTRACTOR’s liability under this Article 18.3 for loss of or damage to QP
property shall be limited to Qatar Riyals 2 million (QR 2,000,000) any one
occurrence for an unlimited number of occurrences during the performance of
the CONTRACT.

18.4 The obligations of the PARTIES with respect to injury to third parties or
damage to the property of third parties shall be as follows:

18.4.1 Subject to Article 18.4.2 below, CONTRACTOR shall release, protect,


indemnify, defend and hold harmless QP, its AFFILIATES, its co-
venturers, and its and their respective officers, employees and agents
in respect of all claims, losses, damages, costs (including legal
costs), expenses and liabilities of every kind and nature resulting from
(i) personal injury, including fatal injury and disease of any third party
and/or (ii) any loss of or damage to the property of any third party,
arising directly or indirectly out of or in connection with the
performance of the CONTRACT without regard to the cause or
causes thereof, including, without limitation, the fault or negligence
(whether sole, concurrent, active, passive or otherwise) or breach of
duty (statutory, contractual or otherwise) of either PARTY or any
other person or entity.

18.4.2 Each PARTY shall, to the extent of its fault, negligence or breach of
duty, be responsible for amounts in excess of Qatar Riyals two million
(QR.2,000,000) in respect of each claim, loss, damages, costs
(including legal costs), expenses and liabilities of every kind and
nature resulting from (i) personal injury, including fatal injury and
disease of any third party and/or (ii) any loss of or damage to the
property of any third party, arising directly or indirectly out of or in
connection with the performance of the CONTRACT.

18.5 QP shall release, protect, indemnify and hold harmless CONTRACTOR, its
officers, employees and agents from all claims, losses, damages, costs
(including legal costs), expenses and liabilities of every kind and nature

PROF.SERVICES REV 3.0 (03/06) Page 28 of 39


resulting from personal injury, including fatal injury and disease, to any person
employed by QP arising directly or indirectly out of or in connection with the
performance of the CONTRACT without regard to the cause or causes
thereof, including, without limitation, the fault or negligence (whether sole,
concurrent, active, passive or otherwise) or breach of duty (statutory,
contractual or otherwise) of either PARTY or any other person or entity.

18.6 CONTRACTOR shall be responsible for, and shall release, protect, indemnify,
defend and hold harmless QP, its AFFILIATES, its co-venturers, and its and
their respective officers, employees or agents from all claims, damages, costs
(including legal costs), expenses and liabilities arising from any claim or legal
action for unauthorised disclosure or use of any trade secrets or for patent,
copyright or trademark infringement arising from CONTRACTOR’s
performance under the CONTRACT and/or asserted against QP which either
(a) concerns any of the SERVICES performed or supplied by CONTRACTOR
under the CONTRACT and is based solely upon an apparatus patent right or
rights (as distinguished from product or process patent rights) or any other
rights asserted against an individual item or items of equipment specified or
installed in the exercise of CONTRACTOR’s discretion where equipment of a
different type or from another source could have been specified or installed by
CONTRACTOR for the same purpose without giving rise to said claim for
infringement; or (b) is based upon the performance of the SERVICES by
CONTRACTOR including the use of any tools, implements or construction
processes by CONTRACTOR; provided that if a claim or legal action for such
disclosure, use and/or infringement is asserted against QP; (i)
CONTRACTOR is notified by QP in writing within a reasonable time of such
claim or legal action; and (ii) QP shall not settle such claim or legal action
without first having obtained CONTRACTOR’s consent in writing.

18.6.1 In the event such claim or legal action for such disclosure, use and/or
infringement results in a suit against QP, CONTRACTOR shall, at its
election and in the absence of a waiver of this indemnity by QP, have
sole charge and direction thereof in QP’s behalf so long as
CONTRACTOR diligently prosecutes defence of said suit.

18.6.2 In the event CONTRACTOR has charge of a suit brought against QP


by a third party, QP shall render such assistance as CONTRACTOR
may reasonably require in the defence of such suit and QP shall have
the right to be represented therein by counsel of its own choice and
at its own expense.

18.6.3 In the event QP is enjoined from completion of the SERVICES or any


part thereof, or from the use, operation or enjoyment of the
SERVICES or any part thereof as a result of such claim or legal
action or any litigation based thereon, CONTRACTOR shall promptly
arrange to have such injunction removed.

18.6.4 QP’s acceptance of CONTRACTOR’s proposed or supplied materials


and equipment hereunder shall not be construed to relieve
CONTRACTOR of any obligation herein.

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18.7 QP and CONTRACTOR shall in no event be liable one to the other for indirect
or consequential losses including, but not limited to loss of revenue, profit or
anticipated profit howsoever arising and whether or not due in whole or in part
to the negligence of either PARTY except to the extent of any agreed
liquidated damages provided for in the CONTRACT.

ARTICLE 19 - INSURANCE

19.1 Without limiting the obligations of CONTRACTOR or its insurers,


CONTRACTOR shall secure and at all times during the term of the
CONTRACT maintain the agreed insurance coverages, as set forth in
Appendix C. These insurance coverages shall apply from the EFFECTIVE
DATE until the date of the CERTIFICATE OF COMPLETION.

19.2 CONTRACTOR shall also require all of its SUBCONTRACTORS to secure


and at all times during the term of the CONTRACT maintain the agreed
insurance coverages, as set forth in Appendix C, as deemed necessary by
CONTRACTOR. Any deficiencies in the coverages or policy limits of such
SUBCONTRACTORS’ insurance coverage shall be the responsibility of
CONTRACTOR.

ARTICLE 20 - TAXES AND GOVERNMENT CHARGES

20.1 CONTRACTOR shall pay all taxes of every nature, custom duties, dues,
levies, excise duties, fees and charges assessed against it in connection with
the SERVICES and agrees to protect, indemnify, and hold QP harmless from
any and all claims or liability for taxes, dues, fees and charges assessed or
levied by the Government of the State of Qatar or any foreign government
against CONTRACTOR.

20.2 CONTRACTOR shall give prompt notice to QP on all matters pertaining to


non-payment, payment under protest, or claim for immunity or exemption from
any taxes or duties.

20.3 QP shall have the right to withhold from any payment due to CONTRACTOR
such amount of money as QP may be instructed by the Qatari authorities to
do so.

ARTICLE 21 - CONFIDENTIALITY AND SECRECY

21.1 As used herein, the term Confidential Information means the CONTRACT and
all information (including TECHNICAL INFORMATION) which
CONTRACTOR, directly or indirectly, acquires from QP or its AFFILIATES or
from the performance of the SERVICES or any other information concerning
the technical and business activities and know-how of QP or its AFFILIATES,
except information falling into any of the following categories:

PROF.SERVICES REV 3.0 (03/06) Page 30 of 39


21.1.1 information which, prior to the time of disclosure or acquisition
hereunder, is in the public domain;

21.1.2 information which, after disclosure or acquisition hereunder, enters


the public domain, except where such entry is the result of
CONTRACTOR's breach of the CONTRACT;

21.1.3 information, other than that obtained from third parties, which, prior to
disclosure or acquisition hereunder, was already lawfully in
CONTRACTOR's possession either without limitation on disclosure to
others or which subsequently becomes free of such limitation;

21.1.4 information obtained by CONTRACTOR from a third party who is


lawfully in possession of such information and not subject to a
contractual or fiduciary relationship with QP or any of its AFFILIATES
or another with respect to said information. CONTRACTOR may use
and disclose such information in accordance with the terms under
which it was provided by such third party.

21.2 Confidential Information shall not be deemed to be within the categories


specified in Articles 21.1.1 through 21.1.4 merely because such information is
embraced by more general information lawfully in the public domain or in
CONTRACTOR's possession. In addition, any combination of features shall
not be deemed to be within the foregoing categories merely because
individual features are in the public domain or in CONTRACTOR's possession
but only if the combination itself and its principle of operation are lawfully in
the public domain or in CONTRACTOR's possession.

21.3 CONTRACTOR represents that it has a policy and procedure designed to


protect trade secret rights of its own proprietary information including notices
to its employees to prevent unauthorised publication and disclosure of such
information. CONTRACTOR agrees that Confidential Information shall be
subject to such policy and procedure. In addition, CONTRACTOR agrees that
it shall not disclose any Confidential Information to any third party or use
Confidential Information other than on QP's behalf except as QP may
otherwise authorise in writing. If disclosure to a third party is so authorised,
CONTRACTOR shall enter into a confidentiality agreement with said party
containing the same terms and conditions with respect to use or disclosure of
Confidential Information as this Article 21 contains.

21.4 CONTRACTOR also agrees to safeguard all documents containing


Confidential Information which QP may supply to CONTRACTOR hereunder
and all other documents containing Confidential Information whether prepared
by CONTRACTOR or another. CONTRACTOR may make copies of such
documents only to the extent necessary for the performance of the
SERVICES. CONTRACTOR shall prevent access to all such documents by
third parties. On COMPLETION of the SERVICES, CONTRACTOR agrees to

PROF.SERVICES REV 3.0 (03/06) Page 31 of 39


return to QP all such documents containing Confidential Information and to
destroy all copies thereof. However, should CONTRACTOR desire to retain
certain documents and should it receive QP's written approval therefor,
CONTRACTOR shall continue to treat said documents in accordance with the
terms of this Article 21.

21.5 CONTRACTOR also agrees to enter into confidentiality agreements with third
parties upon QP's request and to keep in force confidentiality agreements
concerning third parties' proprietary information, which agreements shall
permit CONTRACTOR to use such parties' proprietary information in the
SERVICES.

21.6 It is not QP's desire to be afforded access to confidential information of


CONTRACTOR, any SUBCONTRACTOR or any other third party therefore, it
is agreed that any information which CONTRACTOR supplies or arranges to
have supplied to QP shall not be subject to any obligation of confidence
(notices on drawings, proposals, graphs, tables, specifications and the like to
the contrary notwithstanding); and QP shall not be liable for any use or
disclosure of such information and CONTRACTOR shall release, protect,
indemnify, defend and hold QP and its AFFILIATES harmless against any
liability arising from such use or disclosure. CONTRACTOR also warrants that
it will not disclose to QP any information that is subject to an obligation of
secrecy or confidentiality to any third person(s).

21.7 The confidentiality obligations under this Article 21 shall continue for a period
of ten (10) years after the issuance of the DISCHARGE CERTIFICATE.

ARTICLE 22 - INVENTIONS AND LICENCES

22.1 CONTRACTOR agrees to disclose promptly to QP all inventions which it, its
personnel or SUBCONTRACTORS may conceive or first reduce to practice
that are wholly or in part based on or derived from Confidential Information as
defined in Article 21 or conceived or first reduced to practice during the course
of the SERVICES. All rights, title and interest in and to such inventions shall
belong to QP or its designee. CONTRACTOR agrees to execute or have
executed all documents and to perform or have performed all lawful acts
which QP may deem desirable or necessary to perfect its or its designee's title
thereto and to obtain and maintain patent coverage thereon throughout the
world. CONTRACTOR may request QP to reimburse CONTRACTOR for
costs and expenses incurred in connection therewith which in QP's opinion
are considered reasonable.

22.2 CONTRACTOR further agrees to grant and hereby grants to QP and its
AFFILIATES an irrevocable, royalty-free, non-exclusive license, under all
patents now or hereafter owned or controlled by CONTRACTOR, to the extent
necessary for the manufacture, construction, operation, maintenance, repair

PROF.SERVICES REV 3.0 (03/06) Page 32 of 39


or alteration of any facility, unit or component designed or specified by
CONTRACTOR under the CONTRACT.

22.3 CONTRACTOR shall obtain the same rights and/or licenses with respect to
inventions and/or patents as stated in Articles 22.1 and 22.2 from any
SUBCONTRACTOR used by CONTRACTOR pursuant to the SERVICES.

ARTICLE 23 - TITLE AND LIENS

23.1 Title to, access to and inspection of, copyright in, the right to possession of
and free right of use of all reports drawings, specifications, calculations,
computer software (including computer aided design models), other
documents or materials and all other things created under or arising out of the
CONTRACT shall vest in QP immediately upon the date of commencement of
the SERVICES or creation of the article or document or item as applicable.

23.2 "Software" shall for the purpose of this Article 23, mean the database and all
the machine codes, binaries, object codes and/or source codes, whether in a
machine or human readable form and all improvements, modifications or
updates thereof, flow charts, logic diagrams, passwords and output tapes.
CONTRACTOR shall upon COMPLETION of the SERVICES provide QP with
a satisfactory, complete and up to date copy of the software and all other
information necessary to ensure that QP can continue to satisfactorily use the
software so provided by CONTRACTOR. QP reserves the right to verify and
validate any information contained within the software within three (3) years
from the COMPLETION DATE of the SERVICES. CONTRACTOR shall, at
CONTRACTOR’s expense, remedy any defects or inadequacies discovered
and notified by QP to CONTRACTOR during the said three (3) years and such
defects or inadequacies shall be remedied within fourteen (14) days of receipt
of such notification.

23.3 CONTRACTOR agrees that it shall not claim any lien or charge on the
SERVICES or any property of QP in the possession of CONTRACTOR or at
QP premises.

23.4 If at any time there shall be evidence of any lien, attachment, charge or claim
to which, if established, the property of QP or the property of its AFFILIATE
might be subjected and which is made against CONTRACTOR, QP shall have
the right to retain out of any payment to be made under the CONTRACT an
amount sufficient to indemnify QP completely against such lien, attachment,
charge or claim. Should there prove to be any lien, attachment, charge or
claim upon the property of QP or the property of its AFFILIATE after all
payments hereunder have been made, CONTRACTOR agrees to refund to
QP the costs incurred by QP in discharging any such lien, attachment, charge
or claim imposed on the property of QP or the property of its AFFILIATE in

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consequence of the default of CONTRACTOR. CONTRACTOR shall
immediately notify QP of any possible lien, attachment, charge or claim which
may affect the SERVICES or any part thereof.

23.5 Without prejudice to the provisions of this Article 23, CONTRACTOR shall
protect, indemnify, defend and hold harmless QP from and against all liens,
attachments, charges or claims by the SUBCONTRACTORS or persons
alleging to be SUBCONTRACTORS in connection with or arising out of the
CONTRACT. QP shall have the right to withhold the amount of any such lien,
attachment, charge or claim from any payment to CONTRACTOR under the
CONTRACT until removal of such claim by the SUBCONTRACTORS or
persons alleging to be SUBCONTRACTORS. If such liens, attachments,
charges or claims fall inside the scope of the insurances of CONTRACTOR, it
shall remain the responsibility of CONTRACTOR to furnish QP with
satisfactory written certification from the insurer of CONTRACTOR that any
such lien, attachment, charge or claim is covered by the insurance of
CONTRACTOR before QP shall release any money withheld hereunder.

23.6 TECHNICAL INFORMATION which is in the possession of CONTRACTOR or


which are prepared or procured by CONTRACTOR in the performance of the
SERVICES, shall be and remain the property of QP. Promptly upon
completion, suspension or termination of the SERVICES and at such time or
times prior thereto as QP may request, CONTRACTOR shall deliver to QP all
TECHNICAL INFORMATION including that prepared or procured by
CONTRACTOR as above, of which QP may after inspection of the same
request delivery. CONTRACTOR shall provide information and documents in
electronic format as more particularly described in Appendix A. Before
accepting such software, QP may check against any viruses an clearance by
QP is mandatory for the acceptance of the software.

ARTICLE 24 - ACCOUNTING RECORDS AND AUDIT RIGHTS

24.1 For any SERVICES performed, CONTRACTOR and its SUBCONTRACTORS


shall keep accurate accounts and time records showing all costs and charges
incurred in accordance with internationally accepted accounting principles and
practices.

24.2 QP or its authorised representative(s) or agent(s) shall have the right to


examine, during business hours, all books, records, accounts,
correspondence, instructions, specifications, plans, drawings, receipts and
memoranda of CONTRACTOR and its SUBCONTRACTORS insofar as they
are pertinent to the CONTRACT, including without limitation, any agency
related to the CONTRACT. Such right shall not extend to the audit of the
makeup of any fixed rates, prices or percentage charges. CONTRACTOR
shall be responsible for ensuring that all of its and its SUBCONTRACTORS’

PROF.SERVICES REV 3.0 (03/06) Page 34 of 39


documentation for such reimbursable costs is preserved and made available
at any time for audit, without any additional compensation therefor, up to three
(3) years from the COMPLETION DATE. QP shall have the right to
photocopy or otherwise reproduce, at its own cost, any such books, records,
accounts, correspondence, instructions, specifications, plans, drawings,
receipts and memoranda of CONTRACTOR and its SUBCONTRACTORS.

24.3 QP shall have full audit rights for all documentation, including lump sum price
calculations in case of termination of the CONTRACT or any substantial
portion thereof or where CONTRACTOR submits a claim, demand or
proceeding against QP or its AFFILIATES arising out of or related to QP’s
performance of the terms and conditions of the CONTRACT.

24.4 If an audit indicates errors or anomalies in CONTRACTOR’s invoices,


CONTRACTOR shall make appropriate invoice adjustments or promptly
refund overpayments.

ARTICLE 25 - SEVERABILITY

The invalidity or unenforceability of any portion or provision of the


CONTRACT shall in no way affect the validity or enforceability of any other
portion or provision hereof. Any invalid or unenforceable portion or provision
shall be deemed severed from the CONTRACT and the balance of the
CONTRACT shall be construed and enforced as if the CONTRACT did not
contain such invalid or unenforceable portion or provision.

ARTICLE 26 - LAWS AND REGULATIONS

26.1 The CONTRACT shall be governed by and construed and enforced in


accordance with the laws of the State of Qatar.

26.2 CONTRACTOR shall abide by and comply, and secure compliance by its
SUBCONTRACTORS, with all applicable laws, rules and regulations of any
governmental or regulatory body having jurisdiction over the SERVICES.

26.3 CONTRACTOR shall comply and secure compliance by its


SUBCONTRACTORS with all QP regulations, policies and procedures related
to the SERVICES which include, but not limited to, safety, security, health and
environment.

26.4 CONTRACTOR shall obtain all licences, permits, temporary permits and
authorisations required by any applicable laws, rules and regulations for the
performance of the SERVICES.

26.5 All costs for compliance with all applicable laws, rules and regulations and
obtaining authorities, approvals, licences and permits for performance of the
SERVICES shall be for the account of CONTRACTOR.

26.6 All operations necessary for the performance of the CONTRACT shall be

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carried on, so far as compliance with the requirements of the CONTRACT
permits, so as not to interfere unnecessarily or improperly with the
convenience of the public or the access to, use and occupation of places or
properties whether in the possession of QP, CONTRACTOR,
SUBCONTRACTORS or any other person. CONTRACTOR hereby
indemnifies QP against all claims demands, proceedings, damages, costs,
charges and expenses whatever arising in relation to any of the aforesaid
matters in so far as CONTRACTOR is responsible for such interference.

ARTICLE 27 - SETTLEMENT OF DISPUTES

27.1 If a PARTY considers that a controversy, a claim, a dispute, a difference


and/or other similar matter arising out of or relating to the CONTRACT, or the
interpretation thereof, or any breach thereof, or its termination, both while in
force and after its termination (all such controversies, claims, disputes,
differences and other similar matters are hereinafter referred to as "Dispute")
exists, it shall notify the other PARTY of the Dispute in writing (such
notification hereinafter referred to as “Dispute Notice”).

27.2 Neither PARTY shall have the right to raise a Dispute Notice if:

27.2.1 ninety (90) days elapsed after the date of discovery of the event
giving rise to the Dispute; or

27.2.2 the event giving rise to the Dispute took place after the expiry of the
relevant Guarantee Period, subject only to the provisions of Article 11
and CONTRACTOR’s liability for latent defect.

27.3 Notwithstanding the provisions of Articles 27.2 above, if CONTRACTOR


considers that a Dispute has arisen due to instructions by QP which
instructions, in CONTRACTOR’s opinion, affect execution of the SERVICES
and impact on the CONTRACT PRICE and/or the EXECUTION
PROGRAMME, CONTRACTOR shall before commencing any work or
services resulting from such QP’s instructions and within a period not
exceeding three (3) working days from the date it has received QP’s
instructions giving rise to the Dispute, raise a Dispute Notice to QP. The
Dispute Notice in this event shall (i) specify in detail the reasons for
CONTRACTOR to consider QP’s instructions as affecting execution of the
SERVICES, (ii) the specific provisions in the CONTRACT under which
CONTRACTOR considers itself entitled for additional compensation and/or
extension of the EXECUTION PROGRAMME and (iii) CONTRACTOR’s
detailed estimate for the impact on the CONTRACT PRICE and/or the
EXECUTION PROGRAMME. If QP agrees with CONTRACTOR’s Dispute
Notice, the PARTIES shall proceed in accordance with Article 12 hereinabove.
If QP rejects in full or in part CONTRACTOR’s Dispute Notice, the PARTIES
shall proceed in accordance with Article 27.4. and 27.5 below.

27.4 QP and CONTRACTOR shall in good faith and using all reasonable efforts in
the spirit of co-operation take all steps as may be necessary or desirable to

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settle amicably any Dispute through negotiations and other constructive
discussions.

27.5 If after ninety (90) days from the date of raising a Dispute Notice, any PARTY
considers that, despite the good faith efforts of the PARTIES, the Dispute is
not capable of being settled, the aggrieved PARTY may refer the Dispute to
the competent court in the State of Qatar. The courts of Qatar shall have
exclusive jurisdiction over any suit or legal proceeding relating to the
CONTRACT. The PARTIES shall submit to the exclusive jurisdiction of the
courts of Qatar as the proper legal venue for any dispute or controversy that
cannot be settled by agreement between the PARTIES.

27.6 Notwithstanding the provisions of Articles 27.1, 27.2, 27.3, and 27.4 above,
QP will solely decide on all matters which are specifically reserved in the
CONTRACT for decision by QP.

27.7 CONTRACTOR shall not at any time suspend performance of the SERVICES,
including any part thereof which is subject of a Dispute, or any of its
obligations under the CONTRACT pending resolution or settlement of a
Dispute and shall proceed with all due diligence with the SERVICES and all its
other obligations in full compliance with the CONTRACT.

ARTICLE 28 - SURVIVAL OF PROVISIONS

In order that the PARTIES hereto may fully exercise their rights and perform
their obligations hereunder arising from the performances of the SERVICES
under the CONTRACT, such provisions of the CONTRACT which are of a
continuing nature or which are required to ensure such exercise or
performance shall survive the COMPLETION or termination of the
CONTRACT for any cause whatsoever.

ARTICLE 29 - PUBLIC RELATIONS

CONTRACTOR agrees that all public relations matters arising out of or in


connection with the SERVICES shall be the sole responsibility of QP.
Therefore, CONTRACTOR shall obtain QP's prior written approval of the text
of any announcement, publication or other type of communication concerning
the SERVICES which CONTRACTOR or its SUBCONTRACTORS wish to
release for publication. CONTRACTOR shall not use QP’s name in any
publication without the prior written approval of QP.

ARTICLE 30 - NOTICES AND COMMUNICATIONS

30.1 All notices and other communications to be given under the CONTRACT shall
be in writing and shall be deemed to be effectively given:

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(i) on receipt if personally delivered, or
(ii) on receipt if sent by prepaid registered mail with return receipt
requested, or
(iii) on receipt if transmitted by facsimile, or

If facsimile transmittal takes place after normal business hours, notice shall be
deemed given on the opening of business on the following business day to the
other PARTY at its address set out in Appendix D or Appendix E (or such
other address if such has been properly notified to the other PARTY with
fifteen (15) days prior notice).

30.2 Notwithstanding the provisions of Article 30.1, routine communication


transmitted by facsimile will not require a confirmation copy sent by mail.

ARTICLE 31 - CONFLICT OF INTEREST AND BUSINESS ETHICS

31.1 The term “Conflict of Interest” as used herein means any potential or actual
circumstance where,

31.1.1 CONTRACTOR engages in duplication or overlap of services or works,


and/or

31.1.2 CONTRACTOR and/or CONTRACTOR PERSONNEL:


(a) improperly participate or influence any QP decision, and/or
(b) actively or passively attempt to improperly influence any QP
decision, and/or
(c) improperly gain, while executing the SERVICES, access to QP’s
Confidential Information which is either unrelated to the
CONTRACT or which does not constitute Confidential Information
under the CONTRACT, and/or
(d) improperly further CONTRACTOR’s or CONTRACTOR
PERSONNEL’s interests or the interests of CONTRACTOR’s
parent company, affiliates, sister companies, joint venturers or
any other company or entity which CONTRACTOR or
CONTRACTOR PERSONNEL have any interest therein, and/or

(e) give or receive from any QP employee anything of more than


nominal value.
31.2 CONTRACTOR represents and warrants that its entering into the CONTRACT
or its performance thereunder does not create nor will it create any Conflict of
Interest as to any relationship, contractual, fiduciary or otherwise, which
CONTRACTOR may have with QP or any third party.

31.3 CONTRACTOR represents and warrants that neither it nor CONTRACTOR


PERSONNEL has entered into any Conflict of Interest.

31.4 CONTRACTOR further represents, warrants and shall ensure that neither it

PROF.SERVICES REV 3.0 (03/06) Page 38 of 39


nor CONTRACTOR PERSONNEL shall enter into any Conflict of Interest
throughout the duration of the CONTRACT.

31.5 If any Conflict of Interest arises any time, CONTRACTOR shall so notify QP
immediately.

31.6 CONTRACTOR agrees that CONTRACTOR PERSONNEL supplied to QP


under the SERVICES shall be subject to QP Regulations Related to the Code
of Ethics and Conflict of Interest.

31.7 CONTRACTOR warrants that neither it nor any CONTRACTOR PERSONNEL


(i) has paid or shall pay any commission, fee, rebate or anything of more than
nominal value to or for the benefit of any employee or officer of QP, (ii) has
favoured or shall favour employees or officers of QP with gifts or
entertainment of significant value, or (iii) shall enter into any business
arrangement with any employee or officer of QP in their individual or any other
capacity except as formally delegated to them by QP.

31.8 Upon occurrence of any Conflict of Interest or any other default of


CONTRACTOR under the provisions of this Article 31, QP, at its sole
discretion, shall determine and take appropriate action necessary in
accordance with the rights and remedies available under the CONTRACT or
at law.

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