BP-HZN-MBIOOO22159: Exhibit No. - Worldwide Court

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Exhibit No. Worldwide Court
rters. Inc.
CONFIDENTIAL Business Confidential
BP-HZN-MBIOOO22159
FOR CONTRACT GULFOF MEXICO UNIT PERFORMANCE STRATEGIC WELLSERVICES OFFSHORE

BETWEEN
INC. AND PRODUCTION, BP EXPLORATION

AND
INC. SERVICES, ENERGY HALLIBURTON
BPM-09-00255
CONFIDENTIAL
Business Confidential
BP-HZN-M8100022160
Section1 - Agreement
Section 1 - Agreement for Halliburton GOM
Services, lnc. Halliburton Energy BPM-09-00255
Page1 of 4
CONFIDENTIAL
BP-HZN-MBIOOO22161
Section I - Aqreement
AGREEMENT
AND PRODUCTION, BP the followingPARTIES: EXPLORATION is This CONTRACT made between lNC., a company having its office at 501 WESTLAKEPARK BLVD., HOUSTON,TEXAS 77079 ENERGY SERVICES,lNC. having its main or hereinaftercalled COMPANYand HALLIBURTON TEXAS 77010 hereinafter STREET,SUITE 2400, HOUSTON, registered office at 1401 MCKINNEY or or the shallmeanindividually COMPANY CONTRACTOR PARTYor PARTIES cailedCONTRACTOR. and as collectively bothCOMPANY CONTRACTOR. WHEREAS: 1) 2) 3) and in oul,all as described the CONTRACT; wishesthatthe \ lf,RK shallbe carried COMPANY of with wishesto carryout the WORK in accordance the terms and conditions CONTRACTOR thiscoNTRAcT. to and skills,experience resources carryout that represents it has the requisite CONTRACTOR with the terms and satisfaction COMPANYin accordance of the \A/ORK the reasonable to ed conditions specif herein,
heretoagreeas follows: the NOWTHEREFORE, PARTIES 1) to assigned shall havelhe meanings wordsand expressions In this CONTRACT capitalized all in or lhemin thisAGREEMENT elsewhere the CONTMCT. as Sections shallformand be readandconstrued the CONTRACT: The following Section1 Section 2 ASreemenl Conditions Contract of General o . Section 3 of 1: Conditions Contract Appendix Special Appendix LocalTax Provision 2:
Appendices) Scopeof Work(including . o o r o o r Management 1: Performance Appendix Supplier Appendix WORKORDERForm 2: ORDER Form Appendix CHANGE 3: Key / CoNTRACTOR's Personnel 4: Appendix SUBCoNTRAGTORS of Appendix Description the WORK 5: Specifications and Appendix Functional Technical 6: Appendix Technical 7: Integrity
4 Section
(including Appendices) Remuneration

r ' . r Appendix1: SpecialLocal Invoicing Appendix2: Lost in Hole Charges Appendix 3: Sub-SectorTerms and Conditions Appendix4: Scheduleof Rates and Charges
Inc. Halliburton Energy Services, BPM-09-00255
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CONFIDENTIAL
BusinessConfidential
BP-HZN-MBIOOO22162
Section 5 Seclion6 Section 7
Management Integrity QualityAssurance and Quality Control Health, Safety, Security, and the Environment (including applicable Appendices) . o . o . Appendix1: GettingHSE Right(GHSER) Appendix 2: BP's Golden Rules for Safety Abuse Policy Appendix3: Substance Appendix 4: Scope Specific HSSE lssues Appendix5: MinimumHSSE Requirements
Seclion I
Code ofConduct
1)
The Seclions shall be read as one docurnent,the contents of which, in the event of ambigui$ or contradidion between Sections,shall be given precedencein the order listed, wiih the exception that the Special Local Conditions of Contract as stated in Appendix 1 to Section 2 - Special Conditionsof Contractshall take precedenceover the General Conditionsof Contract. In accordancewith the terms and conditions of the CONTRACT,CONTRACTORshall perform and completethe WORK and COMPANY shall pay the CONTRACTPRICE, The EFFECTIVE DATE OF THE CONTRACT shall be April 15, 2009. Notwithstandingthe EFFECTIVE DATE of the CONTRACT, the WORK is scheduled to commence on the date specified in each individual WORK ORDER issued pursuant to the provisions of Section 3 ('COMMENCEMENT DATE') and shall continue until completed to the reasonable satisfaction of GOMPANY. Subjectto the terrns and conditionscontainedin Section2 - General Conditions of Contract,the CONTRACTduration shall be for a lerm of lhree (3) years from the EFFECTIVE DATE OF THE CONTRACT. COMPANY shall have the option to extend this CONTMCT for up to two (2) consecutiveone year options fotlowingthe expirationof the three (3) year term.
3) 4\
5)
with respect to he hereto between PARTIES ThisCONTRACT constitutes entireagreement the to or related the representations, agreements all the WORKand supersedes priornegotiations, unless shall or to CONTMCT,either written oral. Noamendments the CONTRACT be effec{ive
evidencedin writing and signed by the PARTIES to the CONTRACT PARTIES hav6
The authorlzed
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Title
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HalliburtonEnergy Services,Inc BPM-o9-00255
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Title: Date:
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Page 3 of 4
CONFIDENTIAL
BP- HZN-M 8t00022163
Section 1 - Agreement
Services, Inc. Hallibulton Energy BPM-09-00255
Page4 of 4
CONFIDENTIAL
BP-HZN-M8100022164
Section2 - GeneralConditionsof Contract
Section 2 - GeneralConditions of Contract Halliburtonfor GOM
Halliburton Energy Services, Inc. BPM-09-002s5 CONFIDENTIAL Business Confidential
Page of 44 1
BP-HZN-M8t00022165
INDEX CLAUSE
I
HEADING
Page
2. 3. 4. 5.
o
t .
7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 28. 29. 30. 31. 32. 33. 34. 35. 36. APPENDICES APPENDIX 1 APPENDIX 2 CONDITIONS CONTRACT OF SPECIAL TAX PROVISIONS LOCAL
Page2 ot 44
CONFIDENTIAL
BP-HZN-M8100022166
Section2 - GeneralConditionsof Gontract
STATEMENT DISCLOSURE FAIRNOTICE THAT THIS STATEMENTCOMPLIESWITH BOTH PARTIESTO THIS CONTRACTACKNOWLEDGE OF STATE LIABIUTYFOR NEGLIGENCE THE INDEMNITEE TO ANY REQUIREMENT EXPRESSLY NOTICE. FAIRAND ADEQUATE AND (EXPRESS RULE),tS CONSPTCUOUS AFFORDS NEGLIGENCE TO REPRESENT EACHOTHERTHATTHEYHAVECONSULIED BOTHPARTIESTO THISCONTRACT THAT AND ARE SATISFIED THE CONIENTSOF THIS CONTRACT CONCERNING AN ATTORNEY AND IF THEYHAVE HEREUNDER AND OBLIGATIONS THEIRRIGHTS THEYFULLYUNDERSTAND AND THE THATTHEYWEREPROVIDED OPPORTUNIW CONFIRM AN NOTCONSULTED ATTORNEY, NOT DECISION BUT MADEA KNOWLEDGEABLE AN HAD THEABILITYTO CONSULT ATTORNEY, SUCHCONSULTANON. TO OBTAIN
1-
DEFINITIONS the of shallbe usedfor the purpose interpreting CONTRACT.Further definitions The following in not definitions contained this Clauseshall applyto the Sectionin whichthey are statedancl Sections. subseouent
1.1
controlled controlling, or meansa personor entitydirectly indirectly "AFFILIATE" a company of shall,in the caseof for with suchcompany."Control" this purpose by, or undercommonconlrol of, ownership or power the votingstock,require director indirect with a corporation outstanding fifty capitalstockconstiluting per sharesof a corporation's io, to votewith respect outstanding outstanding votingstock. cent(50%)or moreof the votesof any classof suchcorporation's 'CHANGEORDER" to in shallmeanthe writteninstruction the form similar Section3, Appendix a of with in 3 issuedby COMPANY accordance the provisions Clause11 describing changeor \ variation the \ ,ORKor a specific /ORKORDER to 'COMPANYGROUP' shall mean COMPANY,its CGVENTURERS, and their respective ils (including agency and employees officers, directors, and its and their respective AFFILIATES GROUP. of personnel), shallnot include any member CONTRACTOR but to referred in Clause3. shall "COMPANY REPRESENTATIVE" meanthat person 'CONTRACT" 1 described Section - Agreement. in shallhavethe meaning with in shallmeanthe pricefor the WORKcalculated accordance Section "CONTRACT PRICE" as by as and 4 - Remuneration whereapplicable set forthin any WORKORDER, modified any issued hereunder. CHANGE ORDERS, thEiT "CONTRACTORGROUP. ShAII MEAN CONTRACTOR,itS SUBCONTRACTORS and, or AFFILIATES co-venturers its and their of subcontractors any tier, its andtheirrespective (including but agencypersonnel), shallnot include and employees directors, oflicers, respective of GROUP. anymember COMPANY 3. to "CONTRACTOR shall REPRESENTATIVE" meanthat personreferred in Clause fromtime with and shall "CO-VENTURERS" meanany co-venturers / or Co-Lessees COMPANY is licenseunderwhich the VVICRK and production in to time havingan interest the exploralion of or of in and the successors interest such CO-VENTURERS the assignees beingperformed 1 2. in as any interest suchCO-VENTURERS morefullydefined Appendix to this Section of
1.2
1.3
1.4
1.5 1.6
1.7
1.E 1.9
Services, Inc. Halliburton Energy BPM-09-00255 CONFIDENTIAL

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BP-HZN-MB!OOO22167
Section2 - GeneralConditionsof Contract 1.10 of "DEFECTS PERIOD" shall meanthe periodfromthe commencement the WORK LIABILITY shallremain of up to ninety(90)daysaftercompletion the WORKduringwhichCONTRACTOR for as to of liablefor the correction defects the WORKor services provided underClause10. 'SERVICE who otherthan CONTRACTOR have shall COMPANY(IES)" meanany contractor(s) or services to by and are engaged COMPANY provide with COMPANY enteredintocontract(s) to performWORK at the WORKSITE engagedby COMPANY provideservicesor perform or with workin connection the \l/lcRK. of its COMPANY, sub-contractors "SERVICE COMPANY GROUP'shall mean any SERVICE officers and employees directors, and anytier, its and theirAFFILIATES, its and theirrespective GROUPor (including but agencypersonne), shall not includeany memberof COMPANY GROUP. CONTRACTOR and between CONTRACTOR any partyor between shall "SUBCONTRACT" meanany contract of or of suchpartyand its SUBCONTRACTORSany tier (otherthan COMPANY any employees of for CONTRACTOR) the performance any partof the \i\ORK. 'SUBCONTRACTOR'shall to CONTRACTOR) a SUBCONTRACT. meanany party(otherthan providedby or causedto be shall mean all such information "TECHNICAL INFORMATION" pursuant the CONTRACT. provided COMPANY to by "WARRANry PERIOD' in respectof equipment and productsprovidedby CONTRACTOR or hereunder shallmeana periodof 12 monlhsfrom dateof installation 24 monthsfrom dateof 29. for first as whichever occurs, provided underClause shipment any product, of 'WORK' shall mean all work, includingeach serviceto be rendered,relatedequipment or pursuanl each \ ICRK ORDER(as modified any provided by to materials supplied, products or with the is CHANGE ORDER),that CONTRACTOR requiredto crry out in accordance orovisions the CONTRACT. of "WORKORDER"shall meanthe writteninstruction a form similarto Section3, Appendix2 in of with the provisions the CONTRACT that will be issued by COMPANYin accordance WORKSITE. to at describing M/ICRK the required be performed a specific '\iVORKSITE" whichthe shallmeanthe lands,watersand otherplaceson, under,in or through land includingCOMPANYowned, leasedor operatedpremises, WORK is to be performed vessels equipment, floatingconstruction drilling and production sites, offshoreinstallations, materials (including areacoveredby approved or whereequipment, anchorpatterns) places the of storedor usedforthe purposes the CONTRACT. or supplies beingobtained, are INTERPRETATION shall and approvals, acknowledgements be All instructions, notices, agreements, aulhorizations, shall and together with all correspondence otherdocuments in writing. All suchdocumentation be in the English language. to by to if it necessary COMPANY give an instruction Nevertheless,for any reason is considered shall complywith such instruction. CONTRACTOR CONTRACTOR orallyin the first inslance, shall be confirmedin writing as soon as is possibleunder the Any such oral instruction provided that, if CONTRACTOR confirmsin wriiing any such oral instruction circumstances,
1.11
1.12
1.13
't.14 1.15 1.16
1.17
1. 1 8
1.19
2. 2.1
Halliburton Energy Services, Inc. BPM-09-00255
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CONFIDENTIAL
Br rsiness Confidcnlial
BP-HZN-MBIOOO2216B
Section2 - GeneralConditionsof Contract to withoutunduedelay,it shallbe deemed be whichis not contradicted writingby COMPANY in an instruction writingby COMPANY. in 2.2 3. 3.1 shall includeany reAny referencelo statute,statutoryprovision,or statutoryinstrument is thereof the timethis CONTRACT in force. for enactment amendment or AND CONTRACTOR REPRESENTATIVES COMPANY General (a) (b) ATEthE ANd CONTRACTORREPRESENTATIVE GOMPANY REPRESENTATIVE persons 2. 1 named suchin Appendix to thisSection as of with the provisions this or appointed accordance in Such representatives, delegates to to Clause,shall be readilyavailable enable both COMPANYand CONTRACTOR under CONTRACT. the discharge obligations their by REPRESENTATIVE any personauthorized him shallhaveaccessat and COMPANY for shallafiordeveryfacility and all reasonable timesto the WORKSITE CONTRACTOR the in and everyassistance obtaining rightof access.
(c)
3.2
COMPANY REPRESENTATIVE
(a)
to has COMPANY REPRESENTATIVE the authority commitCOMPANYin all mattes under the CONTMCT and, subject to any delegationof such authority,shall be all from CONTRACTOR notices,information, responsible issuingto end receiving for instructions decisions. and may REPRESENTATIVE at any tirnedelegate COMPANY By noticeto CONTRACTOR, to deputy. Such noticeshall specifothe precise any of his authority any nominated REPRESENTATIVE. of and shallbe sentto CONTRACTOR authority any suchdeputy at REPRESENTATIVE any time and shall notify may changeCOMPANY COMPANY of CONTRACTOR any change. has REPRESENTATIVE no COIIIPANY statedin the CONTRACT, Exceptas expressly powers to amend the CONTRACTor to relieve CONTRACTOR from any of its underthe CONTRACT. obligations
(b)
(c)
(d)
3.3
CONTRACTOR REPRESENTATIVE
(a)
to to REPRESENTATIVE the authority commitCONTRACTOR any has CONTRACTOR under the course of action within the rights and obligationsof CONTRACTOR for shall be responsible of CONTMCT and, subjectto any delegation such authorily, instructions and issuingto and receivingfrom COMPANYall notices,information, decisions. any to may CONTRACTOR REPRESENTATIVE delegate of his authority any nominated of beingsubjectto the priorapproval COMPANY deputy,the terms of such delegation withheld ordelayed. which shallnot be unreasonably
(b)
lnc. Halliburton Energy Services, BPM-o9-00255
Page 5 of44
CONFIDENTIAL
BP-HZN-M8100022169
Section2 - GeneralConditionsof Contract (c) withoutceuseor REPRESENTATIVE shall not changeCONTRACTOR CONTRACTOR deputy withoutthe prior approvalof COMPANYwhich shall nol any nominated or be unreasonably withheld delayed. to has REPRESENTATIVE no powers amendthe CONTRACT. CONTRACTOR
(d)
4. 4.1
OBLIGATIONS CONTRACTOR.S GENERAL underthe with Section3, carry out all of its obligations shall in accordance CONTRACTOR personnel, and equipment, materials supervision, and provideall management, CONTRACT planl,consumables, by (exceptmaterials specified be provided COMPANY), to and equipment so nature, far as the necessity of or facilities all otherthingswhether a temporary permanent and clarityin the CONTRACT. with reasonable the for providing sameis erpressed the and underthe CONTRACT shallexecute shallcarryout all of its obligations CONTRACTOR contractor of and \ /ORKwithall due careand diligence with the skillto be expected a reputable experienced the typesof workto be caniedout underthe CoNTRACT. in for shall take full responsibility the adequacy,stabilily,health,safety, and CONTRACTOR protection all its operations methods of for necessary the performance the and of environmental and of and shall keep strictlyto the provisions Section7 - Health,Safety,Security, \A/ORK Environment. or impossible createa hazardto safety Exceptto the extentthat it may be illegalor physically relating on and with COMPANY'S instructions directions all matters shallcomply CONTRACTOR to the WORK. of end In orderto ensurethat performance completion the WORK are not delayedor impeded to of for shall be responsible the timelyprovision all matlersreferred in Clause CONTRACTOR in for 4.1 and, whereprovided elsewhere the CONTMCT, for the timelyrequestof COMPANY provided and materials, services, facilities. COMPANYreservesthe right to let other contractsfor work or servicesto be performed and shall affordCOMPANY coincidently with the V\ORK at the \ADRKSITE. CONTRACTOR of for reasonable accessand opportunity the performance theirwork COMPANY(IES) SERVICE COMPANY(IES). fully or contracts shallcooperate with SERVICE and of forthe programming the WORK. shallbe responsible CONTRACTOR set to thereofand subject any modifications forlh in On complelion the WORKor any portion of shallwithoutdelay clearand removeall equipmenl Section3, Scopeof Work,CONTRACTOR and than equipment of and control CONTMCTOR(other ownedor in the custody and materials in the debris, therebyleaving WORKSITE a clean, addressed Clause4.9) including in material Security, and 7 Safety, of with consistent the provisions Section - Health, tidy and safecondition to hereinshall obligeCONTRACTOR disposeof hazardous Environment.Nothingcontained the waste unless expresslystated otheruise. Notwithstanding foregoing,nothing in this to CONTRACTshall obligatethe CONTRACTOR raise and recover any item of sunken by is unlessCONTRACTOR required equipmenl whetherlost overboadin transitor on location requires suchitemto be suchitemorwhereCOMPANY slatuteor regulation raiseand recover to at futureoperations the location. with recovered interfering COMPANY'S as of on of material the possession CONTRACTOR completion the WORK in SurplusCOMPANY of with the instructions COMPANY in shall be disposedof by CONTRACTOR accordance
4.2
4.3
4.4
4.5
4.6
4.7 4.8
4.9
Halliburton Energy Services, Inc. BPM-09-002s5
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CONFIDENTIAL Business Confidential
BP-HZN-MBIOOO22170
Section2 - GeneralConditionsof Contract with ORDERin accordance Clause of whichshallbe the subject a CHANGE REPRESENTATIVE
11. 5. TRANSPORTATION
of of and The responsibility obligalions COMPANYwith respectto the provision onshoreor equipment for where applicable, CONTMCTOR providedpersonnel, ofbhore transportalion, 3 are and materials as statedin Section - Scopeof Work. 6. 6.1 ITSELF TO CONTRACTOR INFORM possible havesatisfied itself,before lo shallbe deemedto the extentreasonably CONTRACTOR but as entering the CONTRACT, to the extentand natureof the WORKincluding not limited into required planl,consumables facilities and personnel, and equipment, materials to the services, of and sufficiency the rates and pricesenteredin Section4 for the WORK,the correctness or whichcouldaffectprogress general and and localconditions, all othermatters Remuneration, performance the WORK. of whichaffecithe MI)RK, will not relieve of to Any failureby CONTRACTOR takeaccount matters, underthecoNTRAcT. fromits obligations CONTRACTOR with good oilfield in INFORMATION accordance all shall Gheck TECHNICAL CONTRACTOR shallresolve it finds. COMPANY practice adviseCOMPANY any errorsor inconsistencies of and possibleand CONTRACTOR shall as those errors or inconsistencies soon as reasonably by to fumished CONTRACTOR INFORMATION be to thereafler entitled relyon all TECHNICAL if (as by COMPANY corrected COMPANY applicable). the affecting all to shallwithoutunduedelayprovide CONTRACTOR information The COMPANY perform in requires from COMPANY orderto properly reasonably \ /ORKwhichCONTRACTOR with the \ ICRKin accordance the CONTRACT. COMPANY TO CONTRACTOR INFORM of whichin the opinion withoutunduedelayof all things, shallnotiryCOMPANY CONTRACTOR In or contradictlons, ambiguities the omissions, appear to be deflclencies, CONTRACTOR shallreviewtheseitemsand issuethe law. COMPANY with applicable CONTRACT conflicts or proceeds with any part of the WORK affected. instructions beforeCONTRACTOR necessary of Subjectto the provisions Clause 11, COMPANYshall issue a CHANGEORDER if cost as a resultof additional delayand/orincurred CONTRACTOR showthal it has suffered can any suchinstruction. of In additionto lhe requirements Section7 - Health, Safety,Security,and EnMronment, withoutdelay of any health,safetyand environmental shall notifyCOMPANY CONTRACTOR incidentsand accidentsthat occur in connectionwith the carrying out of the WORK. which occur which might of CONTRACTOR shall also notify COMPANY any other incidents affect carrying of the WORKor the CONTRACT. the out of of shall notify COMPANYimmediately any proposedor actualstoppages CONTRACTOR work, industrialdisputes,or other mattersaffectingor likely to affect the carryingout or completion the \A/ORK. of shall also supply to COMPANY other \Mren requestedby COMPANY,CONTRACTOR relations. to in with information conneclion the \ /oRK relating industrial
o.z
6.3
6.4
7. 7.1
7.2
7.3
P a g e To 1 4 4
CONFIDENTIAL
BP-HZN-MBIOAO22171

8.
ASSIGNMENTS SUBCONTRACTING AND Assignment (a) or or COMPANY entitled assignthe CONTRACT any partof it or any benefit interest is to of in or under it to any COVENTURER AFFILIATE COMPANY. In addition, or to COMPANY may make any such assignment any otherthird party but only with the prioragreement CONTRACTOR be or of whichshallnot unreasonably withheld delayed. described above,it will CONTRACTOR undertakes that, in the eventof any essignment in to execute withoutdelaya formalassignment interest the CONTRACT the relevant of party,to be effective of of uponthe writtenassumption the assignee all obligations by COMPANY underthe CONTRACT. or or shall not essignthe CONTRACT any beneFrt interesttherein, CONTRACTOR AFFILIATE withoutthe prior whetherin whole or in parl, exceptto a CONTRAGTOR withheld delayed. or shallnot be unreasonably approval COMPANY, of whichapproval
8.1
(b)
(c)
8.2
Subcontracting (a) shallnot shallnotsubcontract wholeof the \AORK. CONTRACTOR the CONTRACTOR subcontracl any materialpart of the WORK withoutthe prior approvalof COMPANY ordelayed. shallnot unreasonably withheld be whichapproval shall be as Beforeenteringinto any SUBCONTRACT providedin 8.2 (a), COMPANY given an adequateopportunity reviewthe form of SUBCONTRACT, choice of the to in the SUBCoNTRACTOR, part of the woRK included the suBcoNTRAcT and any by otherrelevant details requested COMPANY. to the will to \MtereCOMPANY be required reimburse CONTRACTOR sum paidto the in included the any for SUBCONTRACTOR, procedure awardof suchSUBCONTMCTS to shall be entitled reviewall relevant shall be followedand COMPANY CONTRACT aspects the SUBCONTRACT. of (c) to No SUBCONTRACT shall blnd or purport bind CoMPANYor the CO-VENTURERS. shall be bound by and CONTRACTOR shall ensurethat any SUBCONTRACTOR observe the provisions of the CONTRACT in so far as they apply to the SUBCONTRACT. providefor CONTMCTOR'S unconditional right EachSUBCONTRACT shall expressly to of assignment the SUBCONTRACT COMPANYin the event that COMPANY of orthe WORK. terminales CONTRAGT the
(d)
(b)
and defaultsof any for CONTRACTOR shall be responsible all work, acts, omissions, SUBCONTRACTOR fully as if they were work, acis, omissions,or defaultsof as CONTRACTOR.
9.
CONTRACTOR PERSONNEL personnel all timesto ensureperformance at CONTRACTOR undertakes providesufficient to of of with and completion the WORKin accordance the provisions the GONTMCT.
9.1
Halliburton Services, Inc. Energy BPM-09-00255
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CONFIDENTIAL
BP-HZN-MBIOOO22172
Section2 - GeneralConditionsof Gontract 9.2 All personnel employedon the M/ORKshall, for the work they are requiredto perform,be properly competent, qualified, skilled and experienced accordance goodindustry in with practice. qualifications such personnel. CONTRACTOR shallverifoall relevant of This includes, is not but limited CONTRACTOR's: to,
a) b) c) d) e)
0
9.3
Sitebasedpersonnel, Shorebase/ shoppersonnel pre-job, who prepare equipment materials and QA/QCpersonnel, HSSEpersonnel, personnel, Logistics Technical support staff.
Where CONTRACTOR'S personnel key are speciRed the CONTRACT, in they shall not be replaced withoutpriorCOMPANY approval whichshallnot unreasonably withheld delayed. be or period. Any replacement workwith the person be replaced a reasonable shall lo for handover CONTRACTOR shall maintain and up to date recordsof its personnel full employed the on V\CIRK and register periods all workedof6hore by its personnel and make records available to COMPANY or whenreouired. if CONTRACTOR shall be solelyresponsible and shall rneetall costs incurred connection for in with the employment and administration its personnel, of local or otheruise, together with all necessary and routinemedical seryices be provided its personnel, to for and all other matters relatingthereto, includingmaking all lravel anangemenls(reservations, onshoretransport, lodging,maintenance, etc) except as sel out in Section3 hereof,obtainingall necessary passports and visas (and renewals thereoD and all to satisrythe requirement all applicable of jurisdiction laws,rules,regulations decreesof any governmental regulatory and or body having over its WORK. CONTRACTOR shall also be solelyresponsible lhe timelypayment wages,salaries, for of and allowances its personnel for including withholding any taxesrequired any governmental the of by jurisdiction or regulatory body having o\r the WORKand/orthe \^/oRKSITE.CONTRACTOR shallmakeand tile all returns and reports connection in therewith and account thereafter the to appropriate authorities. provided Exceptas otherwise herein,CONTRACTOR shall be responsible all mattersand for costsassociated with rest periodsfor its personnel including crew changes all which may take place duringthe periodof the WORK. CONTRACTOR responsible ensuringthat all is for personnelare properlyrested in order to carry out the V1/ORK a safe, efficient,and in environmentally responsible manner. provideits personnel protective CONTRACTOR shall, as its own expense, with all necessary clothingand safetyequiprnent suitablefor the workingconditions.For duty offshore/onshore suchclothing/equipment be in accordance statutory shall with requirements. CONTRACTORshall ensure that such key personnel and supervisory personnel of CONTRACTOR SUBCONTRACTORS read,write,and speakfluentEnglish. and shall CONTRACTOR shall be as responsible any WORK performed any CONTRACTOR for by agencypersonnel and by any otherpersonprovided CONTRACTOR connection by in with the l /ORKas if the WORKwas perfofmed the CONTRACTOR's by employees.
9.4
9.5
9.6
9.7
9.8
9.9 9.10
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BP-HZN-MBIOOO22173
Section2 - GeneralConditionsof Contract 9.11 and of that all employees CONTRACTOR any SUBCONTRACTOR shallensure CONTRACTOR laws including immigration of engagedin the performance the WORK complywith applicable forthe duration travelpermits, are of lawsand whererequired in possession a validwork permit, to details of such work permilsshall be submitted of the CONTRACT. When requested, COMPANY. to or CONTRAGTOR removefromthe VIIORKSITE COMPANY may verbally in wrilinginstruct GROUP personnelengaged in any part of the VVORKwho in the any CONTRACTOR is reasonable opinion COMPANY either: of
(a) (b) (c)
9.12
of or in incompelent negligent the performance theirduties;or or of to that or engaged activities are contrary detrimental the interests COMPANY; in Safety, described Section7 - Health, in safetyprocedures not conforming with relevant to or Security, and EnMronment persistsin any conductlikelyto be prejudicial safety, health theenvironment. or
from securesuch femovalof any such personforlhwith CONTRACTOR shallremoveor lawfully written shallstate the reasonfor such removalin a subsequent the WORKSITE. COMPANY replacement shallprovide suitable a CONTRACTOR if by instruction requested CONTRACTOR. time as may be agreedby COMPANY. within24 hoursor longer for anysuchperson againin the WORKor shallnot be engaged Any personremoved any of the abovereasons for approval COMPANY of without priorinfofmed the on anyotherworkof COMPANY 9.13 under any such personremoved replace shallforthwith its cost and expense at CONTRACTOR being a person qualifiedand the provisions Clause 9.12 hereof with such replacement of Thip capableofperforminginanefficientmannerlheduliesofanysuchpersonbeingres laced. personnel leavingof and Clauseshall also apply to CONTRACTOR's SUBCONTRACTOR's theirown volition.
CONTRACTOR shall take all requisite precautions and use its best endeavors to prevent any riolous or unlawful behaviorby or amongsl any of CONTRACTOR's personnel. DEFECTIVE PERFORMANCE
9.14 10. 10.1
prejudice COMPANY's and without to LIABILITY PERIOD lf at any time withinthe DEFECTS has 23, otherr[hts underClause whereCOMPANY foundlhat the WORKor partlhereofor any has not been performedin accordancewith the re-work performedby CONTRACTOR shall detail in writingsuch fault or defect('DEFECTS),the specific CONTRACT, COMPANY that containsthe nalure of the DEFECTSand the Clause and Sectionof the CONTRACT to has obligation CONTRACTOR failed meet. that (or noticeunderClause10.1to CONTRACTOR if no Starting the dateset out in COMPANY's on such date is specified,commencingimmediatelyupon such notice becomingeffective), shall expeditiously take all necessaryaction to remedy the DEFECTS. CONTRACTOR have been untilthe DEFECTS CONTRACTOR'S obligations underthis Clauseshallcontinue of remedied full compliance the requirements the CONTRACT. in with prejudice COMPANY's 23, otherrighlsunderGlause if to Subject Clause10.4and without to is notification set out in Clause'l0.1,CONTRACTOR unwilling as following receipt COMPANY of in to the or unableto perform work necessary correct DEFECTS a time which is reasonable lhe
10.2
10.3
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BP-HZN-M8t00022174
Section2 - GeneralConditionsof Gontract failureto correctsuch may decidethat CONTRACTOR'S in all circumstances then COMPANY mayat its optioneither: will to In DEFECTS be prejudicial its interests. suchcasesCOMPANY a) WORKor havethe defective at CONTRACTOR's expense, eitherre-perform defective the to WORK remediedby others at best market rates available COMPANYtaking into of CONTRACTOR's liability respect in accountHSSE,technical and cosl consideralions. cost, meaning the this Clause10 3(a) shallextendto the full amountof the incremental exceeds the amounl by which the cost of procuringsuch allemalive performance performance the of in alternative CONTRACT PRICE,incurred COMPANY procuring by or defective WORKas aforesaid: underClause 23.1 (b) terminate CONTRACT WORKORDERas provided the or
b)
10.4
shall not be liableto For the purposes Clause 10.2, 10.3 and 23.5, CONTRACTOR of ORDER in COMPANY the costsof any itemswhichare specified the CONTMGT or \A/ORK for provided COMPANY. by as itemsto be provided COMPANY ilemswhichwere previously by or shallbe limitedto a CONTRACTOR'S of financial limit liability epressed underClause10.3(a) than sum equivalenl the costsincurred COMPANY to by and in any eventto a sum not greater in of thirtypercent(30o/d the priceof ihe elementof lhe \ PRK or services respect which a of and to noticeof DEFECTShas been issuedpursuant Clause 10.1 plus all reasonable (andde-mobilization, applicable) l0 as costsnecessary redocumented third partymobilization perform WORKorservices question. in the CHANGES THEWORK TO COMPANY has the right to issue instrudions in the form of a CHANGE ORDER to or to CONTRACTOR anytimeto makeany variation changes the WORKwhichare withinthe at as shall proceedimmediately and resources CONTRACTOR.CONTRACTOR of cepability instructed. pursuant Clause 11.1 issued to shall COMPANY anyCHANGE if ORDER CONTRACTOR notify PRICE to will resultin an adjustment CONTRACT to PRICE. Any adjuslment the CONTRACT rates and prices resultingfrom any CHANGE ORDER shall be valued at the appropriate rates and prices,a fair or includedin the CONTRACT, in the absenceof any appropriate and valuation shallbe mutually agreedby COMPANY CONTRACTOR. section shall of Any additions modifications the schedule ratesdefinedin the remuneralion or to requiring the approvalof both PARTIES'authorized be treatedas contractual amendments representatives. FORCE MAJEURE for Neither COMPANY CONTRACTOR nor shallbe responsible any failureio fulfillany term or (otherthan any obligation makepayment to when due for VIICRK condition the CONTRACT of already canied out) if and to the extent that fulfillmenthas been delayed or temporarily preventedby a force maieureoccurrence, herein defined,which has been notifiedin as the the and without faultor negligence accordance this Clauseand whichis beyond control with of diligence, said PARTYis the of lhe PARTYaffected and which,by the exercise reasonable unable provide to against. force majeure as defined in Clause 12.'1shall be For the purpose of this CONTRACT, to, considered include, nol be limited thefollowing: to but
10.5
11. 11.1
11.2
11.3
12. 12.'l
12.2
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(a)
(whelher or war be declared not), hostilities act Riot,war, invasion, of foreignenemies, power; of or revolution, insurrection military usurped civil actsof terrorism, war, rebellion, from any nuclearfuel or from any by or lonizingradiations contamination radioactivity or toxic,explosive other of fuel wastefromthe combustion nuclear or radioac{ive, nuclear properties any explosive thereof; or component nuclear assembly nuclear of hazardous physical but disaster; Acts of God and/orothernatural Earthquake, flood,fire,explosion, of as excludingweaiher conditions such, regardless severity,for which operational plansexist; contingency or level, disputes a national regional at or levelor industrial Strikes a national regional at or strikes or industrialdisputesby labor not employedby the affectedPARry its portionof the or or and which affecta substantial essential subcontractors its suppliers Vl/oRK; Maritime aviation or disasters: Decree,ot other Law or any Changesto any generalor local Statute,Ordinance, of aulhority the introduction or of regulation bye-law any localor otherclulyconstituted or or Law,regulation, bye-law. Ordinance, Decree, anysuchStatute,
(b)
(c)
(d)
(e) (D
12.3
occurrence, PARTYthat is or may be delayedin performing the In the eventof a forcemajeure and thereof delaygivingthe full particulars the without the CONTRACT shallnotifu otherPARTY without delay. the endeavors remedy stluation to shalluse all reasonable payments whatever provided the CONTRACT, additional of no in expressly Save as otherwise ocrurrence. of nature shallbe madein respect a forcemajeure with Clause 12.3, the of Followingnotification a force majeureoccurrencein accordance acceptable courseof action intervals agreeon a mutually to shallmeetat appropriate PARTIES to of to minimize impact the and effects suchan occurrence eitherPARry. causesthe WORKto be haltedfor a periodlonger occurrence In the eventlhat a forcemajeure shallmeetand agreeto:thanthifty(30)days,the PARTIES (a) (b) in with Clause 11.1,with appropriate exend the term of the CONTRACT accordance completion, or for lo adjustments remuneration compensale delayed in the reschedule M/lf,RK.
12.4 12.5
12.6
ORDERor CONTRACT the shallbe entitled terminate \A/ICRK to Failing agreement eitherPARTY with 23.6. in accordance Clause 13. 13.1 SUSPENSION to the to COMPANY shallhavethe right,by notice CONTRACTOR, suspend \ /ORKor any part reasons; in for thereof the extentdetailed the notice, any of the following to (a) subject onlyto Clause13.3,in the evenlof somedefaulton the partof CONTRACTOR; or
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(b) (c) in the event that suspension is necessary for the proper execution or safety of the \ ,ICRK,or persons or; to suit lhe convenienceof COMPANY.
13.2
otherwise: CONTRACTOR shall,unlessinstructed Uponreceipt any suchnotice, of (a) (b) in on discontinue \I/ORKor the partof the WORKdetailed lhe notice, the date andto the the extentspecified: and properly protect the by andsecure WORKas required COMPANY.
13.3
of and In the eventof defauft the part of CONTRACTOR beforethe issueby COMPANY a on shall give noticeof defaultto noticeto suspendthe V\rORK any part thereofCOMPANY or givingdetailsof such default. lf CONTRACTOR, of upon receipt such notice, CONTRACTOR proceed to satisfactory continuously with actionreasonably does not commence thereafter and in COMPANY may issuea noticeof suspension accordance COMPANY remedy to suchdefault 13.1. withthe provisions Clause of Unless the suspensionarises as e result of default on the part of CONTRACTOR, CONTRACTOR shall be reimbursedin accordancewith the provisionsof Section 4 in with or, of Remuneration in the absence suchprovisions, accordance Clause11. the CONTRACTOR resume WORKto the e)dent to COMPANY may, by furthernotice,instruct specified. shallmeetat not morethan 7 In the eventof any suspension, COMPANY and CONTRACTOR courseof actionduringthe acceptable day intervals wilh a view to agreeingupon a mutually suspension. lf the periodof any suspension arisingas a resultof defaulton the part of CONTRACTOR nol requiring may serve a noticeon COMPANY exceedsthirty (30) days hereto,CONTRACTOR (14)days fromthe receipt such noticeto proceed permission with the \ ICRK of withinfourteen o r t h a t p a r t t h e r e o f s u b j e c t t o s u s p e n l fiw in h i n t h e s a i d f o u r t e e n ( 1 4 ) d a y s C O M P A N Y d o e s s o t. CONTRACTOR, a furthernotice,may (butls not boundto) electto by notgrantsuch permlsslon treaithe suspension either: as (a) (b) of whereit affectsparlof the WORK,an omission suchpartunderClause11; or with termination accordance Clause23.1(a). in whereit affects wholeof the VVORK, the
13.4
13.5 13.6
13.7
14. 't4.1
TERMSOF PAYMENT shallpay or causeto be paidto of Forthe performance completion the WORK,COMPANY and at the CONTRACTOR amountsprovidedin Section4 - Remuneralion the times and in the 4 and manner specified Section - Remuneration in thisClause. in provided underthe that COMPANY shall carry oul an obligation Exceptwhere it is expressly underthe or by CONTRACT its own cost,all thingsto be supplied performed CONTRACTOR at CONTRACT shall be deemedto be includedin the ratesand pricesincludedin Section4 pursuant the provision Clause'10shallbe of to Remuneration. obligations CONTRACTOR All of performed CONTRACTOR ils solecosl and expense. by at
't4.2
Halliburton Energy Services, Inc. BPM-09-00255 CONFIDENTIAL
P a g e1 3 o f 4 4
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Section2 - GeneralConditionsof Contract 14.3 in with COMPANY \&ORKperformed accordance the provisions for CONTRACTOR shallinvoice will no 1 4 All statedin Appendix to Section - Remuneration. invoices be submitted laterthan of ninety (90) days after the completion the whole of the WORK or such longer period as mutually agreed. attractany nationaland/orlocal To the extentpayments be made underthe CONTRACT to provisions suchsales government, typetax,the invoicing for federal statesalesand/orservice or 1 4 and/or taxesshallbe as statedin Appendix to Section - Remuneraiion. COMPANYshall pay CONTRACTOR's invoice(s) within the period,in the currency,in the statedin Appendix to Section - Remuneration. 1 4 manner, and at the address CONTRACTORshall submit all documentationreasonablyrequired by CoMPANY to substantiate invoices. all or is lf COMPANY disputes itemson any inuricein wholeor in partor if the invoice prepared any of shall promptlynotifyCONTRACTOR the submitted inconecllyin any respect,COMPANY to reasonsand requestCONTRACTOR issue a credit note for lhe disputedpari pending of resolution the dispute orwhole of the invoice applicable. as Uponreceipt suchcreditnole, of part invoice. COMPANY shallbe obliged paythe undisputed of a disputed to the COMPANY lf any olher disputeconnected with the CONTRACT existsbetween PARTIES, payable the which maywithhold fromany money whichbecomes underthe CONTRACT amount is the subjectof the dispute. COMPANYshall not be entitledto withholdmoniesdue to disputes underthe CONTRACTOR underany othercontracts with COMPANY sel off against as as CONTRACT, shall it be entitled withholdmoniesdue underlhe CONTRACT set off nor to against disputes underany othercontracl. On settlementof any disputeCONTR,A,CTOR shall submil an invoice for sums due and payment accordance the provisions this Clause with of COMPANY shallmakethe appropriate in 14. 14.8 invoice shallconstitute a Neither presentation payment non-payment an individual the nor nor of a settlment a dispute, aerord and satisfaction, remedyof accountstated,or otherwise of an waiveor affect rights the PARTIES lhe of hereunder. paid in any or all of the In particular, COMPANYmay corrector modifyany sum previously following circumstances:
(a) (b)
14.4
14.5 't4.6
14.7
anysuchsum was incorrect; payable CONTRACTOR; anysuchsumwas notproperly to with any WORKin respect whichpayment of has beenmadeand whichdoes not comply the termsof the CONTRACT.
(c) 14.9
of lf COMPANY,at any time, incurs costs which, under the provisions the CONTRACT, COMPANY may invoice CONTRACTOR COMPANY entitled recover is to fromCONTRACTOR, for such costs,provided always that COMPANY may deductthe amountof such costsfromany amount due,or that may become dueto CONTRACTOR underthe CONTRACT. CONTRACTOR shallpay COMPANY withinthirty(30)days of receipt invoiceany undisputed of sumsoutstanding aftersuchdeduction.
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Section2 - GeneralConditionsof Contract 14.10 For the purposes Clause14.9,and elsewhere the CONTRACT, of in whereverone PARTYis entilled recover to fromlhe otherPARTYany costsincuned thenthe amountof suchcostsshall be the amounlof all claims,loss,damages, charges, disbursements, costs(including amounts paidto thirdparties), overheads expenses and directly resulting fromthe matterin question, but no element profit. of TAXES CONTRACTORshall co-operatewith COMPANY and at the request of COMPANY, any CONTRACTOR its permitted or assigns shalluse its bestefforts supplyand shallprocure to (including to such information SUBCONTRACTOR supplier or hereunder supplyto COMPANY or information) connectionwith its aclivitiesor its SUBCONTRACTORS' in documentary suppliers'activitieshereunderas may be requiredby COMPANYfor any of the following purposes: (a) for to enable COMPANYto comply with the lawful demand or requirement such jurisdiction overthe area in whichthe taxingeuthority having informalion appropriate by law of \ lf,RK is to be perforrned ensure to that all requiremenls the applicable are being complied with by CONTRACTOR. or to defend,negotiate settleany claimarisingout of, or to enableCOMPANY conducl, whetheror not such claim shall have becomethe in connection with, such aclivities, proceedings, of or subject arbitration judicial (including, withoutlimitation, claim any but to enable COMPANY makeany applicalion lo in with, or to contestany or for any allowances relief)or representation connection of to assessment or liability COMPANY anytaxes, on,
15. 15.1
(b)
(c)
a COMPANY'S requesl for such informalionand documentsshall allow CONTRACTOR provide, submilthat information requested. and reasonable lo prepare, lime 15.2 of set The obligations CONTRACTOR forth above shall exist for a periodof six (6) years of of by commencing with the date of agreement COMPANY CONTMCTOR'sfinal statement shall retain and shall procure any account under the CONTRACT,and CONTRACTOR SUBCONTRACTOR supplier hereunderto retain, all informationand documents in or connectionwith its activities under or pursuant to lhe CONTRACT as shall enable to with its aboveobligations. CONTRACTOR comply Appendix including withoutlimitation in addressed elsewhere CONTRACT Exceptas specifically that its and for full 2, CONTRACTOR shallassume and exdusiveliability payment, shallprocure for of liabilily payment all taxes properly shall SUBCONTRACTORs assumefull and exclusive by or and lawfullyassessedor imposedon CONTRACTOR its SUBCONTRACTORS any jurisdiction and overthe VVORKSITE any authority having competent Govemment regulatory or with the carryingout of the in other areaswhere lhe WORK is to be performed connection \ /oRK. liabilityfor any claimsor liabilityof the the the CONTRACTOR'S Notwithstanding foregoing, COMPANYin respectof taxes is subjectto lhe following: lf the COMPANYreceivesany of dernandor requestfor paymentof any levies,charges,taxes or contribuiions the type from referenced this Clause 15.3 for which it would seek indemnityor reimbursemenl in CoNTRACTOR, the COMPANYshall forthwithnotifythe coNTRAcToR in writingof such to on with the CONTRACTOR its response shallconsult demandor request. The COMPANY to endeavors appeal such demandor requestand the COMPANYshall use its reasonable against suchdemand rquest. or
15.3
Halliburton Inc. Energy Services, BPM-o9-00255
P a g e1 5 o f 4 4
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BP-HZN-MBlO002217e
Section2 - GeneralConditionsof Contract 15.4 shall indemnify and keep indemnified COMPANYagainst all liabilities CONTRACTOR or or incurred as a consequenceof breach by CONTRACTOR any SUBCONTRACTOR underClauses15.1,15.2and 15.3hereofand all actions, supplierof any of the obligations proceedings, claims, damages, charges, costs and expenses whatsoever in relation thereto. or 2, 2 addressed Appendix to Section LocalTax Provision, elsewhere in Exceptas specifically in is lo CONTRACTOR considered havetakenintoaccount the CONTRACT in this CONTRACT, DATE. having effecton the EFFECTIVE or PRICEall taxes,levies contributions DATE,thereshallbe any changein the levelor in lhe incidence, ll on or afierthe EFFECTIVE levy to or of or any new incidence abolition, any tax applicable the VVORKSITE, or contribution or excludingany tax on profitsor gains,which are by law payableby CONTRACTOR any workingwhollyon the in or SUBCONTRACTOR supplierhereunder respectof its employees or or V\ORK or in respectof CONTRACTOR's any SUBCONTMCTORS suppliefsactivities of the orderhereunder, netamount or underthe CONTRACT any SUBCONTRACT purchase or from,the an to, shallconstitule addition or deduction suchchangeor new incidence abolition or sumspayable CoNTRACTORunderthe CoNTRACT. to full details of any shall submit to COMPANYwith its monthlystatements CONTRACTOR of aftersubmission to to addition deduction be made pursuant the above,and all payments or shallrelate. or to suchdetails shalltakeaccount the addilions deductions whichsuchdetails of orderhereunder or into CONTRACTOR shall insertprovisions each SUBCONTRACT purchase CONTRACTOR or obligations, whichwillenable on imposing eachSUBCONTRACTORsupplier due to, or 15.1to 15.6hereof. The net amount to comply with its obligations underClauses or hereunder a resultof any change,new incidence as from,any SUBCONTMCTOR supplier from fromthe provisions Clause15.6hereofshallbe paidto, or recovered of or abolition arising CONTRACTOR COMPANYas though such increaseor decreasehad directlyaffected by CONTRACTOR. shall or assigns and CONTRACTOR, SUBCONTRACTORs suppliers its and their permitted its comply with laws and regulationsconcemingall COMPANY'sbranch office registration records, filing the maintaining properaccounting requirements, localtaxes and leviesincluding and properly paying all fiscal dues on its or their activilies. CONTRACTOR,its assignsshalldeclarein a timely or SUBCONTRACTOR's suppliers its and their permitted and taxesthat may be due all manner customduties,localsalestax if any and satisrying indirect ell hereu nder. in In the eventthat CONTRACTOR benefits from a deduclion taxes oaid in CONTRACTOR's or by a countryof fiscal residence way of receiving tax credit,offset,deduction otheruisein and which is borneor respectof any tax withheld from payments due underthe CONTRACT paid for by COMPANYon behalf of CONTRACTOR, SUBCONTRACTOR its or their its or personnel, at shall be madeto the COMPANY such reimbursement the aforesaid savings of tax is the amountof nel savings and afterthe payment tex deduction madeby the fiscalauthority of to CONTRACTOR. and any Forthe purposes this Clause of only,"ta{'shallmeanand include tax,duty or charge assessedor any penaltyor interestthereonand any other costs and chargeswhatsoever over the authorityhavingjurisdiction imposedby any competent Government regulatory or \ /|SRKS|TE any otherareaswherethe WORKis to be performed. and
15.5
15.6
15.7
15.8
15.9
15-10
15.11
Page16 of44
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BP-HZN-MBIOOO221BO
Section2 - GeneralConditionsof Contract 16. 16.1 16.2 OWNERSHIP COMPANY shall retaintitle lo COMPANYprovideditems and informalion, includingbut not limited TECHNICAL to, INFORMATION malerials equipment. and and provided CONTRACTOR permanent All equipment, materials and supplies by for incorporation into the WORK shall becomeand be clearlyidenlifiedas the propertyof COMPANYupon delivery the \ /ORKSITE payment COMPANY to or by whichever the earlier. Riskof lossand is passes COMPANY thistime. titleto this property to at provided CONTRACTOR shallensure that all CONTRACTOR itemsarefreefromall liensand/or retention titleclaimsfromany thid party. of
16.3
Title (a) Title in any equipment, materials and supplies provided by GONTRACTOR which do not
comply with the requirements of the CONTRACT and which are rejected by COMPANY, shall re-vest immediatelyin CONTRACTOR.
(b) Title in items provided by CONTRACTOR for which no paymenl has been made by COMPANY and which are no longer required for the purposes of the CONTRACT, shall revest in CONTRACTOR.
16.4
by Wheredesigns, drawings, reports, sketchesand otherdocuments and data to be provided CONTRACTOR shall provide CONTRACTOR hereunder createdand storedelectronically, are reports, and data on a to COMPANY such designs, drawings, skelchesand otherdocuments with CD-ROM (2 copies minimum)or other mutuallyagreed electronicmedia compatible COMPANY'S systemsat the times specitiedin Section3 - Scope of Work or if no times specified, requiredby COMPANY. lf requiredby COMPANY, files will be when reasonably provided original work in format(i.e.Word,Excel,CAD,etc.)and if mutually agreedfor specific in a PDF Format. COMPANYand CONTRACTOR shall mutuallyagree upon the system compatibility requirement applicable the VVORK. to \Mthoutprejudice CONTRACTOR's to rightto compensation hereunder, lo all data, test title wells including results.charts, and reports of whatevernature in respectof COMPANY's production, geologyand formations encountered the well in information wellbore, on reservoir, in of that have been createdby CONTRACTOR the performance lhe WORK shall vest in suspension abandonment or COMPANY with effectfromthe dateof creation.Uponcompletion, WORK in connection with that of each well or if earlierupon completion CONTRACTOR'S of in well,CONTRACTOR shallissueto COMPANY suchdocuments its possession. all PATENTS AND OTHERPROPRIETARY RIGHTS of WORK NeitherPARTYshall havethe rightof use other than for the purposes performing pursuant the CONTRACT, proprietary to whetherdirectly indirectly, any patent, or of copyright, provided the otherPARTY. by rightor confidential knowhow,trademark process or patent registrable in any country the worldresults Vvhere potenlial any or right in from: (a) developments the CONTRACTOR by which are based wholly on data, equipment, processes, substances and the like in the possession the CONTRACTOR its of or produced AFFILIATES the EFFECTIVE at of DATEor otherwise outside the CONTRACT or,
16.5
17. 17.1
't7.2
Halliburton Energy Services, Inc. BPM-09-0025s
Page17 of 44
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Section2 - GeneralConditionsof Gontract (b) property enhancements or in the existing of intellectual dghtsof the CONTRACTOR its or AFFILIATES
such rightsshallvest in the CONTRACTOR COMPANY and agreesto takesuch actionas may be reasonably requested CONTRACTOR, by including execution assignments, enable of to CONTRACTOR perfecl to suchrights andto obtainthe full benefrt this Clause. of 17.3 patent registrable in any country the worldresults \A/here potenlial any or right in from: (a) developments the COMPANYor its AFFILIATES COVENTURERS by or which are processes, based whollyon data,equipment, substances the likein the possession and of produced outside CONTRACT the the COMPANY the EFFECTIVE at DATEor otherwise or, properlyrightsof the COMPANYor its enhancements or in the existingintellectual of AFFILIATES CO-VENTURERS, or
(b)
such rightsshallvest in the COMPANY and CONTRACTOR agreesto takesuchactionas may to be reasonablyrequestedby COMPANY,includingexecutionof assignments, enable of COMPANY perfecl to suchrightsandto obtain fullbenefit this Clause. the 17.4 provided Clauses .2 and 17.3,duringthe termof the CONTRACT, and in 17 Exceptas otherwise solutions for in the courseof performance the CONTRACT, an effortto address of in and provide problems of of employees that are specifically relatedto the performance the CONTRACT, ideas,or discoveries may or COMPANY and/orCONTRACTOR conceive make new inventions, as that may be protectedby patent or copyrightor maintained a trade secret (hereinafter or "lntellectual employees GOMPANY of Property").Subject the obligation the respective to of Property the employingparty, to CONTRACTOR assigntheir interestin such Intellectual to agree that the right,title, and interestin and to eny such COMPANYand CONTRACTOR as Intellectual Property shallbe allocated set forthbelow: (a) (b) (c) or Property conceived madeduringthe term of the COMPANY shallown all Intellectual employee(s). CONTRACT solelyby any COMPANY or Property conceived madeduringthe term of CONTRACTOR shallown all Intelleclual employee(s). the CONTRACT solelyby any CONTRACTOR interest the right, in shalleach havean equal,undivided COMPANY and CONTRACTOR or that titleand interest andto any Intellectual in Property is jointlyconceived madeduring along with any of the performance the CONTRACTby any COMPANYemployee(s) CONTRACTOR employee(s). i) shouldbe filed thal a patentapplication In the eventthat eitherPARTYbelieves in theyshallthen attempt goodfaithto agreeuponfiling on sucha joint invention, a patent application the same. on of In the eventthat eitherPARTYdoes not wish to shareequallyin payment the the such jointly owned application, costs for preparing, filing and prosecutrng and of PARTYpayingsuch costs shall be the assignee that patentapplication patentor patents if issuing therefrom, any,and the other,non-paying subsequent license, without the royalty-free PARry and its affiliates shallhavean irrevocable, joint invention to but rightto sublicense, practice not sell or leasethe subject to agreeto co-operate fully in and CONTRACTOR third parties. Both COMPANY judicialor administrative of the preparation, filing and prosecution subsequent Page18 of44
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Halliburton Energy Services, Inc. BPM-o9-00255
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Rr rsinccq Cnnfidcntial
BP-HZN-MB!OOO22182
Section2 - GeneralConditionsof Contract feesto maintain proceedings involving suchand to pay its shareof all necessary its to or any jointlyownedapplication palentassigned il in forcethroughout full however, that a PARW may electto notifythe otherPARTYthat term;provided, promptlyassign paymentof such fees and thereafter it intendsto discontinue for thereinin exchange an no such patentto the otherPARTY,retaining interest of royalty freelicense the remainder the termof eachsuchpatent. for irrevocable, (d) a agreesto granl the COMPANYand its AFFILIATES non-exclusive, CONTRACTOR worldwidelicenseto use non-transferable, non-sublicensable, royaltyfree, irrevocable, pursuant clause17.4(b) to rightvestingin CONTRACTOR any patentor otherregistrable ownedor operated on and above,butwhichwas solelyconceived developed COMPANY engagedthe servicesof CONTRACTOR.COMPANY wells and for which COMPANY royaltyfree, a and its AFFILIATES non-exclusive, agreesto grant the CONTRACTOR license use any patentor to worldwide non-transferable, non-sublicensable, inevocable, pursuant dause 17.4(a) abovebut which to rightvestingin COMPANY otherregistrable by of duringthe provision services CONTRACTOR and was solelyconceived developed to COMPANY.
17.5
shall, on request,disclosepromptlyto the other all Both COMPANYand CONTRACTOR or may conceive maketo address which it or its employees inventions, ideas,and discoveries of relatedto the performance \&ORK that are specifically for and provicle solutions problems oursuant the CONTRACT. of may decideto jointlydevelop and CONTRACTOR Subjectlo Clause17.7 below,COMPANY to Intellectual Property whichmay or may not be related the WORK,in whichcaseCOMPANY (unlessan agreemenl collaboration technology shallenterinto a separate and CONTRAGTOR with obligations respect eachPARTY's entered into)addressing agreement beenpreviously has itemor ideaarising rightsof any registrable and costs,ownership licensing to joint development as out of or inventedduringthe term of that agreement a direct or indirectresult of joinl and cooperation between COMPANY CONTRACTOR. of The technologycollaboretion the PARTIESdescribedin Clauses 17.6 above shall be PARry shallacquire preceded a mutually and confidentiality agreement, neither by acceptable is collaboration agreement fully technology Propertyrightsunlessa separate any Intellectual agreed and executed. CONTRACTOR shall save, indemnify, release, defend and hold harmless COMPANY GROUPfrom all claims, losses, damages,costs (including legal costs), expenses,and liabilities of every kind and naturefor, or arising out of, any alleged infringementof any patent or proprietary or protected right, arising out of or in connection with the except where such performanceof the obligations of CONTRACTOR under CONTRACT and/or COMPANY's INFORMATION infringementnecessarilyarises from the TECHNICAL instructions. However, CONTRACTORshall, when specafically requested, use its reasonableendeavors to identify any infringement in the TECHNICALINFORMATION and/or COMPANY'sinstructions of any patent or proprietary or protected right, and should CONTRACTOR becomeaware of such infringementor possible infringementthen the GoNTRACTOR shall inform coMPANY immedaately. COMPANY shall save, indemnify,release,defend and hold harmlessthe CONTRACTOR GROUPfrom all claims, losses, damages,cosG (including legal costs), expenses,and liabilities of every kandand naturefor, or arising out of, any alleged infringementof any patent or proprietary or protected right arising out of or in connection with the performance of the obligations of the COMPANY under the CONTRACT or the COMPANY's instructions to CONTRACTORor the use by the CONTRACTORof or TECHNICALINFORMATION materials or equapmentsupplied by the COMPANY.
Page 19 of44
17.6
17.7
17.8
17.9
Halliburton Energy Services, Inc. BPM-o9-00255
CONFIDENTIAL
BP-HZN-MBIOOO221B3
Section2 - GeneralConditionsof Contract However,COMPANY shall, when specificallyrequested,use its reasonableendeavorcto identify any infringement in the CONTRACTOR fumished information, and should COMPANY become aware of such infringement or possible infringement, then the COMPANY shall inform CONTRACTOR immediately.
t8.
18.1
LAWSAND REGULATIONS CONTRACTOR shall conduct ils operationsin accordance with all applicablelaws, rules, regulations and decreesof any governmenlal regulatory or body havingjurisdiction over the provided V\,ICRK and/orthe WORKSITE; that nothingin the CONTRACT intended should is or be construed require to CONTRACTOR act or fail to act if such actionor failureto acl would to be inconsistent with or penalizedby (1) the laws and regulations CONTMCTOR's or of COMPANY's countryof incorporation /or (2) the laws and regulations the countryof and of incorporalion any direct, indirect or ultimate parent company of CONTRACTOR of or COMPANY. permits, permits CONTRACTOR shallobtainall licenses, and authorizations required temporary by the applicable laws, rules and regulations the performance the WORK,save to the for of extent thatthe samecan onlybe legally obtained COMPANY. by Notwithstanding laws,rulesand regulations Clause15.6,shouldchanges any applicable in made afler the EFFECTIVEDATE. result in increases or decreases in the cost to wilhin CONTRACTOR performing WORK,lhen exceptwherelhere is proVsion of the contained Section4 - Remuneration, PARTIESshall mutuallyagree to lhe appropriate the changes necessary the CONTRACT to PRICE. CONTRACTOR shall endeavorto ensure that neither it nor any other entity or person in payments, gifts of substantial CONTRACTOR GROUPhas: a) given any commissions, value, kickbacks, lavishor extensive entertainmenl, other thingsof value lo any officer,director, or thereof,or received employee, agent,or represenlative COMPANY, any family member of or or samefromany vendor, supplier, contractor connection lhis CONTRACT b) paidany or in with fee, commission, or of of or of rebate, anything valueto or for the benefrt any official funciionary over the WORKSITE and acknowledges the givingor that the govemment havingjurisdiction gifts,kickbacks, receiving any such payments, extensive entertainment anything valueis or of of policyand may resultin the cencellalion this of strictlyin violation COMPANY's of corporate security department CONTRACT othercontracts.CONTRACTOR and shallnolifyCOMPANY'S or of any suchsolicitation the following at corporete numberin the USA 1-800-225-6'141 in the uK 0 (20) 7 496 4496. CONTRACTOR's compliance the provisions this Clause with of 18.4is subject auditby to COMPANY.
18.2
18.3
18.4
19. 19.1
INDEMNITIES PersonalInjury or PropertyDamagesufiered by CONTRACTOR GROUP CONTRACTOR shall be responsiblefor and shall save, indemnify, release,defend and hold harmlessCOMPANY GROUPand SERVICE COMPANY GROUPfrom and against all claims, losses, damages,costs (includinglegal costs) expensesand liabalities respect an of:
(a)
except as otherwiseprovided herein,loss of or damageto property or equipment of CONTRACTOR GROUPnot including any equipment provided by any member of SERVICE COMPANY GROUP whether owned, hired, leased or otherwise Page20 of44
Halliburton Energy Services, Inc BPM-09-002s5
CONFIDENTIAL
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Section2 - GeneralConditionsof Contract provided by CONTRACTOR from or relatingto the performanceof GROUParisang including ingress,egress, loading,and the CONTRACT located at the WORKSITE unloadingof personnelor cargo;
(b)
personal injury including death or disease to any person employed by CONTRACTOR GROUP arising from or relating to the performance of the CONTRACTincluding ingress, egress, loading, and unloading of personnel or cargo.
19.2
Personallnjury or PropertyDamagesufferedby COMPANY GROUP COMPANY shall be responsiblefor and shall sa\re,indemnify, release,defend and hold harmless CONTRACTOR GROUPfrom and against any claims, Iosses, damages,costs (includinglegal costs)expenses,and liabilitiesin respectof: (a) GROUPwhether owned, loss of or damageto propertyor equipmentof GOMPANY hired, leased or otherwise provided by COMPANY GROUP,not ancludingany provided by any member of SERVIGE GROUParisangfrom COMPANY equapment located at the WORKSITEincluding or relatedto the performanceof CONTRACT ingress,egress,loading,and unloadingof personnelor cargo; personalinjury including death or diseaseto arry person employed by COMPANY including GROUParising from or relating to the performanceof the CONTRACT ingress,egress,loading,and unloadingof personnelor cargo.
(b)
Injury or Deathsufferedby Third Parties Loss, Damage, (a) shall be responsible for and shall Subject to Clause 19.4(a),CONTRACTOR release, save, indemnify, defend and hold harmless COMPANYGROUP and COMPANY GROUPfrom and againstall claims, losses, damaqes,costs SERVICE (including bgal costs) expenses and liabilities in respect of personal injury including death or diseaseor loss of or damageto the propertyor equipmentof any Third Party to the extent that any such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or othenarise) of GROUP.For the purpose of this Clause,"Third Party" shall mean CONTRACTOR GROUP. GROUPor CONTRACTOR any party which is not a memberof COMPANY shall be responsiblefor and shall release, Subject to Glause19.4(b),COMPANY save, indemnify, defend and hold harmless CONTRACToRGROUP from and against any claims, losses, damages,costs (including legal costs) expensesand liabilities in respect of personal injury including death or disease or loss of or damageto the property or equipment of any Third Party to the extent that any such injury, loss or damage is caused by the negligence or brcach of duty (whetherstatutory or otherwise)of COMPANY GROUP.For the purposes of this CIause, "Thard Party" shall mean any party which is not a member of GROUP. CONTRACTOR GROUPor COMPANY
(b)
19.4
Pollution
(a)
Notwithstandingthe provisions of clause 19.3(a)and except as provided by Clause 19.1(a),Glause 19.1(b) and Clause 19.4(b) COMPANY shall save, GROUPfrom and indemnify,release,defend and hold harmless CONTRACTOR against any claim of whatsoever nature arasing from pollution and/or contaminationincluding without limitation such pollution or contaminationfrom Page21 ol 44
Halliburton Inc. Energy Services, BPM-09-00255
CONFlDENTIAL
85 BP-HZN-MB1000221
Section2 - GeneralConditionsof Contract the reservoir or from the property or equipment of COMPANYGROUParising of from or relatedto the performance the CONTRACT. (b) Notwithstandingthe provisions of Glause 19.3(b) and except as provided by shall save, indemnify,release, and Clause 19.2(b)CONTRACTOR ClauEe19.2(a) GROUP GROUPand SERVICECOMPANY defend and hold harmless COMPANY naturearising from pollution occurring from and againstany claim of whatsoe\rer GROUPor originating from the property or on the premises of GONTRACTOR GROUPlocated above lhe surface of the land or equipment of CONTRACTOR of water arising from or relatingto the performance the CONTRACT.
19.5
Tools and Equipment CONTRACTOR's GROUP'sobligationto fumish equipmentwhich is in Wthout limiting CONTRACTOR good working order and notwithstandingthe provisions of Clause 19.1(a),COMPANY GROUPin respect of loss of shall be responsiblefor and shall reimburseCONTRACTOR or damage to property, materials or equipment (tools) or component paft thereof, of CONTRACTOR GROUP'stools and equipment which occurs whilst in-hole below the rotary table other than normal wear and tear. COMPANY'sliability for such loss or and its damage shall, subject to the provisions contained in Section 4 - Remuneration appendices, be either the actual repair or replacementcost, whichever is the lesser,as to REPRESENTATIVE. substantiatedby CONTRACTOR COMPANY equipment, Notwithstandingthe reasons for any loss or damage to CONTRACTOR's from its obligationto providesuch nothing herein containedshall absolveCONTRACTOR equipmentas and when reasonablyrequiredby COMPANY
19.6
OtherCOMPANYResponsibilities anything containedelsewherein but notwithstanding Subjectto Clauses19.1and 19.4(b), defendand hold to shall save, indemnify,release, the CONTRACT the contrary,COMPANY GROUPagainst all claims, losses, damages,costs (including harmless CONTRACTOR legal costs) expensesand liabilitiesresultingfrom: (a) (b) (c) (d) loss or damageto any well or hole (includingthe cost to redrill); blorarout, fire, explosion, cratering,or any uncontrolledwell condition (including the costs to control a wild well and the removalof debrisl; damageto any reservoir,aquifer, geologicalformation or undergroundstrata or the loss of oil or gas therefrom; the use of radioactive sources in relation to the WORK or any contamination resulting therefrom (including retrieval and/or containment, clean up and /or materials). from naturallyoccurring radioactive containmentof contamination
19.7
Indemnitiesin their Entirety All exclusions, rcleases of liabilities and indemnities given under this Clause (save for those under Clauses 19.3(a) and 19.3(b)land Clause21 shall apply irrespectiveof cause and notwithstanding the negligenceor breach of duty (whetherstatutory or otherwise)of the indemnified PARTYor any other entity or party and shall apply whether or not the claam, liability,damage,or expensein question is:
Halliburton Inc. Energy Services, BPM-09-00255
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BP-HZN-MBIOOO22186

(a)
predicatedon sole, joint or concurrentfauft, negligence(whetheractave, passive or gross),strict liability,statutory duty, contractualindemnityor otherwiseat law, or any penron or entity against COMPANYGROUP,SERVICECOMPANYGROUP,or CONTRACTOR GROUP the case may be. as
(b) sought directly or indirectly by way of recovery,indemnification, contribution by or
19.8
Glaims lf either PARTYbecomesaware of any incident likely to gaverise to a claim under the above indemnities,they shall notify the other and both PARTIES shall co-operate fully in investigating the ancident.
r9.9
It is the intent of the PARTIEShereto that the releases of liability and indemnities furnished by CONTRAGTOR this Clauseand in Clause 21 and the releasesof liability an and indemnitiesgiven by SERVICE COMPANY COMPANY in contractsshall apply: (a) (b) save as provided below for the benefit of the SERVICE COMPANY GROUPin the case of the releasesof liabilityand indemnitiesfurnished by GONTRACTOR; and, for the benefit of CONTRACTOR GROUPin the case of the releasesof liability and glven by the SERVIGE in contracts. andemnitaes COMPANY COMPANY
The releasesof liability, indemnities,defense,save and hold harmless provisions given by CONTRAGTOR Clauses 19 and 21 herein in favor of SERVICE in COMPANYGROUP that they shall apply in shall be provaded CONTRAGTOR the express understanding by on favor only of such SERVICECOMPANY(IES) who have provided substantially similar reciprocal releasesof liability, indemnities,defense,save and hold harmlessprovisions in Favor of CONTRACTOR GROUP in their respectivecontracts with COMPANY. The releasesof liability,indemnities, defense,save and hold harmlessprovisions provided by COMPANY GROUPshall in CONTRACTOR Glauses19 and 21 herein in favor of SERVICE GOMPANY(IES) becomeeffectivefrom such time and for such durationas such SERVICE become bound by substantially similar reciprocal releases of liability, indemnities, GROUPin their defense,save and hold harmless provisions in favor of CONTRACTOR respectivecontractswith COMPANY. In fulfillment of this objective,COMPANY shall use its reasonableendeavorsto ensure the that in its respectivecontracts with SERVICECOMPANY(IES), releasesof liability, indemnities,defense,save and hold harmless provisions contained in such contractsin favor of CONTRACTOR GROUPshall be substantiallysimilar to the releasesof liability, in indemnities, defense, save and hold harmless provisions given by CONTRACTOR GoMPANYGRoUP. Clauses19 and 21 hereinanfavor of SERVICE ln the event that COMPANYis unable to fully fulfill the foregoing objective,COMPANY shall, without delay, notify CONTRACTOR writing with details of the additional risk in thereafterand the being assumedby GONTRACTOR, soon as is reasonablypracticable as PARTIES further undertaketo meet to discuss ways of minimizing the ampactof such a to notificationwithin the overall requirementsof the CONTRACT. Failure by COMPANY issue such written notificationas required hereinwill constitutea materialbreach of the terms of the CONTRACT. ln the event that COMPANY advises CONTRACTORthat one of more SERVICE COMPANY(IES) have declined to provide substantially similar releases of liabality, indemnities, defense, save and hold harmless provisions in favor of CONTRACTOR Halliburton Energy Services, Inc. BPM-09-00255 Page23 of 44
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Section2 - GeneralConditionsof Contract the shall meet to discuss GROUPin their respectivecontractswith COMPANY, PARTIES and agreeways of minimizingthe impact of such additionalrisks as may be identifiedby either PARTY which may include: alternative working practices or arangements to minimizethe impact of such risks; a separatemutual hold harmlessagreementapplacable to at the WORKSITE additional compensationto enable CONTRACTOR insure against or such additionalrisks. to Notwithstandingthe foregoing, the failure of one of more SERVICECOMPANY(IES) provide substantaally similar releases of liability, indemnities,defense, save and hold GROUPin its respectivecontracts with harmless provisions in favor of CONTRAGTOR to COMPANY as envisaged herein shall cause such SERVICE COMPANY(IES) be consadered Third Partyforthe purposeof Clause19.3herein. a 19.10 expresslyacknowledgethat the indemnitiesand releases and CONTRAGTOR COMPANY requireassumptionof liability for the negligence of liability containedin this CONTRACT limitationsan is of the other party. In the event this CONTRACT subject to the indemnaty Chapter127 ol the TexasCavilPracticesand RemediesCode (or any successorstatute), and so long as such limitationsare in force, each party covenanlsand agreesto support the mutual indemnityand releaseobligations containedin Clauses19.1and 19.2above, of by carrying equal amounts ot insurance(or qualifiedself-insurance) the types and in the amounts not less than those specifiedin Appendix 1 for the benefitof the other party as indemnitee. INSURANCE CONTRACTOR BY and shall arrangeas a minimum the insurancesset out in the CONTRACT CONTRACTOR ensurethat they are in full force and effectthroughoutthe life of the CONTRACT. AII such insurancesshall be placed with rputableand substantialinsurers, reasonably satisfactory to COMPANY. other than All insurances (including insurances provided by SUBCONTRACTORS)' only, shall to the extent of the EmployersLiabality Insurance/ Workmen'sCompensation under the CONTRACT, laabilaties assumed and indemnities offered by GONTRAGTOR and its and their respective AFFILIATES as include GOMPANY, CO-VENTURERS additionalassureds. All insurancesshall, to the extent of the liabilities assumed and indemnitiesoffered by be under the CONTRACT, endorsed to provide that underwriterswaive CONTRACTOR COany rights of recourse,including in particularsubrogationrights against COMPANY, and its and their respective AFFILIATESin VENruRERS, SERVICECOMPANY(IES), relationto the coNTRAcT. shall be given not Such insurancesshall also where possible, provide that COMPANY less than thirty (30) days notice of cancellationof or material change to cover. The provisionsof this Clause20 shall in no way limit the liability of CONTRACTOR under the CONTRACT. shall, to the COMPANY's insurances in respect of the operations under the CONTRACT extent of the liabilities assumed and indemnities offered by COMPANY under the GROUP. containwaivercof subrogationin favor of CONTRACTOR CONTRACT, underwriters Notwithstandingthe above paragraph,the provision that CONTRACTOR's and their AFFILIATES, waive any right of recourse agaanstSERVICECOMPANY(IES) Halliburton Energy Services, Inc. BPM-09-00255 Page24 of 44
20. 20.1
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Rrrsincss Canfidanfial
BP-HZN-M8100022188
Section2 - GeneralConditionsof Contract including in particularsubrogationrights againstthe SERVICE COMPANY(IES) their and AFFILIATES, relationto ihe CONTRACT, given with the express understanding that in are they shall only apply where such SERVICE COMPANY(IES)' underwritershave provided reciprocal waivers of rights of recourse ancludang subrogation rights agaanst CONTRACTOR GROUP and only from such time as such SERVICECOMPANY(IES)' underwritersbecome bound by such reciprocalwaivers of rights of recourse including subrogation rights and only for the duration they remain bound by such reciprocal waivers. 20.2 policies coverages required: The following insurance and are (a) Insurance satisfying the legal requirements each state of Workes' Compensation including Alternative an Employer and/orlocation whichWORK is to be performed, in (when applicable) with applicable endorsement with minimumlimits in accordance for of benelits to legislation meetCONTRACTOR'S to obligation the payment statutory or its workersas sel forthand required applicable in the areaof operation atea by law in which CONTRACTOR may becomeobligatedto pay benefits,and Employer's per Insurance minimum with limits $1,000,000 occurence. of Liability injury and property damage, Commercial General Liability Insurance, including bodily per with minimum limitsnot less than Sl .000.000.00 occurrence.The Commercial policyshall includethe following coverages they apply to the as GeneralLiability per WORKto be performed; eachwith minimum limilsnot lessthan $1,000,000.00 occurrencei) iD Liability coverage required all for Independent Contraclors' Contractual and \A/ORK, without exception ; for coverage required any WORK Products Liability/Completed Operations that results in a finished product or that involvesor results in the buildings, orequipment; construction, erection, installation slruclures, or of for hazardscoveragerequired any Explosion, collapse, and underground or l rlCRKinvolving excavation, blasting, use of explosives, construction, structures, equipment; or and erection, installation buildings, or of on of watercraft exclusion anyWORKis performed if Deletion non-owned workers vessels. or or overnavigable watersor involves maritime
(b)
iiD
iv)
(c)
and limits lesslhan $'l,000,000.00, not Automobile Liability Insurance minimum with property hired, and and autoliability, all owned, for including bodily injury, damage, of non-ownedvehiclesthat will be used in the oerformance WORK under this CONTRACT. underthis CONTRACT involves In the event any of the WORK to be performed on of marilime workersor the provision vesselsby CONTMCTOR or is performed the waters,CONTRACTOR shallor shallrequire owneror operator or overnavigable of vessels obtain following to the additional coverage: D with applicable legislation Insurance accordance in Worters'Compensation benefits to obligation the payment statutory for of to meetCONTRACTOR's law in the area of its workers as sel forth and requiredby applicable may becomeobligated pay to operation area in which CONTRACTOR or
(d)
Halliburton Energy Services, Inc BPM-09-0025s CONFIDENTIAL Business Confidential
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BP-HZN-M8t00022189
Section2 - GeneralConditionsof Contract and EmployedsLiability benefts includingthe following endorsements per Insurance minimum with limits $1,000,000 occurrence. of ii)
MaritimecoverageB and coveragefor maritimeemployefs liability, including JonesAct,transportation, wages,and maintenance cure; and Act United States Longshoreand Harbor Workers Compensation and ShelfLandsAct endorsement: endorsement OuterContinental and treating"in rem" claimsas claimsagainstthe "ln rem" endorsement insured.
by insurance each vesselownedor chartered on Proteclion and Indemnily limits $2,000,000, an amount equalto of or CONTRACTOR minimum with the declaredvalue of each vessel owned or hired by CONTRACTOR, for and is and including covefage collision towefs liability, whichever greater, and liability. damageliability, pollution thirdpartybodilyinjuryand property Hull and Machineryinsuranceon each vessel owned or charteredby valueof the vessels ownedor in CONTRACTOR the amountof the declared hiredby CONTRACTOR. and Hull and Machinery and Indemnity All primaryand excessProtection full to GROUP to insurance shall be endorsed provide coverage COMPANY "as owner"of the to insuredwithoutlimitingcoverage liability as additional vessel and to delete any "as owner''clause and any other language purporting limiicoverage liability an insured owner'' the vesset. of to of "as to purposes, For clarification the refercnceto "full coverageto COMPANY to to insured" intended limitcoverage COMPANY is GROUPas an additional GROUP only to and to the extenl of the liabilities assumed by underthisCONTRACT. CONTRACTOR with minimumlimits not less than Excessor Umbrellaliabilityinsurance at of the inclusive and,following termsand conditions leastas $1,000,000.00 broadas underlying coverage.
iiD
iv)
v)
20.3 20.4 21.
on in of shall wilh evidence suchinsurance dernand the form CONTRACTOR supplyCOMPANY on standard forms. of certificates insurance industry of levels may as are to that SUBCONTRACTORs insured appropriate CONTRACTOR shallensure be relevant theirwork, to CONSEQUENTIAL LOSS For the purposes of thas Clause 21, the expression "ConsequentialLoss" shall mean consequentbl loss or damages under applicable law and/or any indirect, special, losses or damages,includingwithout limitationloss incidental,punitive,or consequential of production,loss of product, loss of use, loss of businessand businessinterruptionand loss of revenue, profit or anticipated profit whether direct or indirect arising from or related to the performanceof the CONTRACTand whether or not such losses were foreseeable at the time of entering into the CONTRACTexcept to the extent such consequential,indirect, and/or special damages, loss of profits, loss of production, or loss of use are part of a Third Party claim for which a party is seeking contribution or pursuantto this CONTRAGT. the purposeof this Clause,"Third Party" For indemnification
Page26 of 44
CONFIDENTIAL
BP-HZN-M8t00022190
Section2 - GeneralConditionsof Contract shall mean any party which is not a member of COMPANYGROUPor CONTRACTOR GROUPand "Third Party claim" shall meanany claim raised by a Third Party not claiming, directly or indirectly,by or through any member of COMPANY GROUPor CONTRACTOR GROUP. Notwithstanding any provisions to the contrary elsewherein the CONTRACT and except to the extent of any agreedIiquidateddamagesor any terminationfees providedfor in the CONTRACT,COMPANY shall save, indemnify, release, defend and hold harmless CONTRACTORGROUP from COMPANY GROUP's own Consequential Loss and CONTRACTOR shall save, indemnify, release, defend and hold harmless COMPANY GROUP and SERVICE COMPANY GROUP from CONIRACTOR GROUP's own ConsequentialLoss. CONTRACTOR's obligation with respect to SERVICECOMPANY GROUP shall be subjectto the provisionsof Clause19.9. 22. 22.1 CONFIDENTIALITY CONTRACTOR shallat no timewithout prioragreement COMPANY the of either: (a)
(b)
make any publicity releasesor announcements concerning subjectmatterof the the CONTRACT; or publish permit be published or to either alone in conjunction anyotherperson or with any articles, photographsor other illustrations relating to the VIORK hereunder,or generally, COMPANY's business withoutpriorreference and approval writingfrom to in COMPANY.Suchconsent shallonlyapplyto eachspecific application relateonlyto and that application.The accuracy any information of which was not supplied directlyby COMPANY shallbe the absolute responsibility CONTRACTOR; of or exceptas may be necessary enableCONTRACTOR perform obligations to to its undr the CONTMCT, use, reproduce, copy,disclose placeal the disposalof or use on to, behalfof anythird partyor enableany thirdpartyto use,peruse copyany information or including, notlimited drawings, but lo, data,andcomputer software which; (D (iD is provided to CONTRACTORby or on behalf of COMPANY,the COVENTURERS its or theirAFFILIATES or in relation the CONTRACT: or in to or vest in COMPANY accordance the CONTRACT; in with or
(c)
(iiD CONTRACTOR prepares connection the \ ICRK. in with In the evenlCONTRACTOR discloses information anythirdpartyundertheprovisions any to of Clause 22.1(b), CONTRACTOR shallbe responsible ensuring suchthirdpartykeepsany for that suchinformation confidential complies and with all requirements thisClause of 22.1. 22.2 The provisions Clause of 221 shallnotapply1oinformation which: (a) (b) (c) partof the public is or becomes domain; or priorto awardof the CONTRACT was in the possession CONTRACTOR of and which was notsubject any obligation confidentiality to of owedto COMPANY; or was receivedfrom a third party whose possession lawful and who is under no is obligation to disclose; not or
Halliburton Energy Services, Inc BPM-09-00255
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Rr rsiness Confi rlential
BP-HZN-MBIOOO22191
Section2 - GeneralConditionsof Coniract (d) of in is required be disclosed orderto complywith the requirements any law, ruleor to jurisdiction overthe WORKor or body having regulation any governmental regulatory of stockexchange; or CONTRACTOR, of any relevant or in by five is used or disclosed CONTRACTOR (5) years,or such otherperiodspecified of Appendix to Section afterthecompletion the WORK. 1 2, was owned exclusively,developed exclusivelyor developed independentlyby in COMPANY \TVORK any respect. or and CONTRACTOR doesnot mention
(e) (f) 22.3
in shall ensure that the provisionsof this Clause are incorporated any CONTRACTOR and of the and agentsof CONTRACTOR SUBCONTRACT that lhe ofiicers,employees, and comply withthe same. SUBCONTRACTORS provided CONTRACTOR wishesto remainconfidential whichCONTRACTOR by All information shall be clearly marked as being confidentialbut no markings shall be requircd for be pricing information and trade secrets. COMPANYshall nevertheless CONTRACTOR's withheldor consentwhich shall not be unreasonably entitled,subjectto CONTRACTOR's to information third partiesto the extent delayed,to use and discloseany such confidential with of and necessary forlhe execution maintenance the projeclin connection whichthe \II/ORK of to is to be performed in relation any statutory otherlegalrequiremenl. and \ /ith the above exceplionsCOMPANYwill take all reasonablemeasuresto protect the confi dentiality suchinformation. of
22.4
23. 23.1
TERMINATION or all COMPANY shallhavethe rightby givingnoticeto terminate or any partof the VVORK the for necessary any or all ol the may consider CONTRACT suchtime or timesas COMPANY at following reasons: (a) (b) (c) of to suitihe convenience COMPANY; in or in the eventof i) a defaulton the part of the CONTRACTOR; ii) any DEFECTS the of 10; subject the provisions Clause and to \ ,ORK, or becomingbankruptor making a composition in the event of CONTRACTOR beingmadeor orderof CONTRACTOR or arrangement with its creditors a winding-up for (except the purposes amalgamation reconstruction)resolulion its voluntary a or for of of passedor a provisional administrator manager its or receiver, liquidator, winding-up presented or a appointed presenting petilion havinga peiition or or business undertaking beingtaken by or on orderto be made, or possession applying an administration for securedby a floatingchargeof any property behalfof the holdersof any debenture act in comprised or subjectto the floatingcharge,or any equivalent or thingshouldbe law. underany applicable doneor suffered
23.2
of and In the eventof defaulton the part of CONTRACTOR beforethe issueby COMPANY an shall give COMPANY or orderof termination all or any part of the VVORK the CONTRACT, of upon givingthe detailsof such default. lf CONTRACTOR noticeof defaultto CONTRACTOR proceedwith action continuously receiptof such noticedoes not commenceand thereafter may issuea noticeof termination to satisfactory COMPANY remedysuch defaultCOMPANY to . of 23.1 in accordance the provisions Clause with
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BP-HZN-M8100022192

z3-J
givingCONTRACTOR In the eventof COMPANY noliceof termination all or any part of the of \,VICRK the CONTRACT, or such notice shallbecome effective the datespecified on therein(or in the absence any specified of dateat the dateof receipt the notice) of whereupon CONTRACTOR shallimmediatelyi
(a)
ceaseperformance the WORKor such partthereofas may be specified the notice of in and may remove equipment its from\A/ORKSITE; allow COMPANYor its nomineefull righl of accessto take over lhe \i\rORKor the relevantpartof the VIr{cRK; assignto COMPANY, its nominee, the extentdesiredby COMPANY or the or to all partsof the rights, relevant titles,liabilities, SUBCONTMCTS and relating the WORK to into. whichCONTRACTOR haveacquired entered may or
(b)
(c)
23.4
In the eventof termination shallbe entitled payment to as underClause23.1(a) CONTRACTOR set out in Section - Remuneration the part of the WORKperformed accordance the 4 for in with CONTRACT together with such otherpayments and fees as may be set out in that Sectionor suchreasonable costsas agreed between PARTIES the timeof lermination. the at In the eventof lermination partor all of the WORKor the CONTRACT accordance of in with Cfause 23.1(b) Clause or 23.1(c) following the conditions apply: shall (a) CONTRACTOR shallceaseto be entitled receive to any moneyor monies account on of the CONTRACT untilthe costsof completion and all othercostsarisingas a resultof CONTRACTOR's defaultor othereventsgivingriseto the termination havebeenfinally ascertained; of thereafter and subject any deductions to thai may be made underlhe provisions the CONTRACT, CONTRACTOR shallbe entitled payment to only as set out in Section 4 wilh Remuneration the part of the WORKcompleted accordance the CONTRACT for in up to dateof termination and; any additional costs reasonably incurredby COMPANYas a direct result of such liabilityin termination shall be recoverable from GONTRACTOR.CONTRACTOR's (30%)of the priceof the specific respect the foregoing of shellbe limited thirtypercent to plus all reasonable and elementof the WORK leadingto the noticeof termination (and as costsnecessary documented thirdpartymobilization de-mobilization, applicable) to re-perform V@RKor services question to remedy default. the in or the
23.5
(b)
(c)
23.6
In the eventthat a singleperiodof force majeurecontinues longerthan thirty(30)days unless in the PARTIEShave agreedaltemative arrangements described Clause12.6,then either as PARry shall be entitledto terminale the VVORK by ORDERor CONTRACT givingthe other PARTYten (10) days writtennoticeof termination and the PARTIES will have no additional obligations eachotheras a resultof saidtermination. to AUDIT (24) During courseof the WORKandfor a period the twenty-four months afierthe dateof ending its termination, final payment,whicheveroccurs last, COMPANYor its duly authorized or representative havethe rightt0 auditat all reasonable shall timesand,uponrequest, take copies of all of CONTRACTOR'S records(writtenor electronic form or media),books, personnel records, vouchers and other papersof every accounts, correspondence, memoranda, receipts, kindrelaling to; Page29 of44
24. 24.1
CONFIDENTIAL
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Section2 - GeneralConditionsof Gontract (a) (b) and all invoiced charges madeby CONTMCTORon COMPANY, has the undef which the CONTRACTOR obligations, any provision this CONTRACT of performance which is capableof being verifiedby audit including withoutlimitation of in 8 COMPANY ethical conduct expectations expressed Secfion - Codeof Conduct.
be to the In this respect, COMPANY shallnotgenerally entitled investigate makeup of ratesand for lumpsunrsincluded the CONTRACT in exceptto the exent necessary the properevaluation of any CHANGEORDERS,CONTRACTOR shall also have the right to excludeany trade nor be from such audit by COMPANY will COMPANY allowed secrets,formulas processes or proprietary tradesecrelinformation unlessotherwise specifically or accessto CONTRACTOR's agreedbetween PARTIES. the 24.2 in fullywith COMPANY and/orils representatives the carrying CONTRACTOR shallco-operate which will by out of any audil required COMPANY.COMPANY conductany audil in a manner, minimum inconvenience CONTRACTOR. any to will keepto a reasonable of In lhe eventthat such auditor audilsrevealany erroror discrepancy any naturewhatever, will corrected and any amountowing or due to either such error or discrepancy be promptly shall will COMPANY CONTRACTOR, be promptlypaid by the other PARW. COMPANY or accounlsand recordsonly after deliveryof written have this rightto audit CONTRACTOR's with for sel noliceto CONTRACTOR accordance the provisions nolices forthabove. in 24.3 25.
25.1
CONTRACTOR shall obtain equivalentrights of audit to those specifiedabove from all to lo SUBCONTRACTORS will causesuchrights extend COMPANY and
LIENS CONTRACTOR shall not claim any lien, charge or the like on the WORK or on any property of COMPANY in the possessionof CONTRACTOR or at the VVI)RKSITE. Without prejudice to any other provisions of this Glause, CONTRACTOR shall save, indemnify, release, defend and hold harmless COMPANY from and against all liens, attachments, charges or claims by any of its SUBCONTRACTORS or persons alleging to be SUBCONTRACTORs in connection with or arising out of the CONTRACT. CONTRACTOR shall immediately notify COMPANY of any possible lien, attachment, charge or claim which may afiect the WORK or any part thereof. lf at any time there is evidence of any lien, attachment, charge or claim to which, if established, COMPANY or ats property might be subjected, whether made by any persons agaanst CONTRACTOR or made by any of its SUBGONTRACTORSor person alleging to be a SUBCONTRACTOR agaanst COMPANY, then COMPANY shall have the right to withhold and/or set off or otherwise recover from CONTRAGTOR such sum of money as will fully indemnify COMPANY against any such lien, attachment, charge or claim. Before taking any action in accordance with Clause 25.4, COMPANY shall give to CONTRACTOR a reasonable opportunity to demonstrate that the purported lien, attachment, charge or claim is either unenforceableor is covered by the provisionsof an enforceablepolicy of insurance. For the purpose of this Clause reference to COMPANY shall include the CGVENTURERS and its and their AFFILIATES.
25.2
25.3
25.4
25.5
25.6
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26. 26.1
BUSINESS ETHICS CONTRACTOR shall performthe WORK for COMPANY's exclusive benefit. This obligation shallbe applicable CONTRACTOR's to agentsand employees; they mustprovide diligence the and care requiredto preventany action or condition which might result in a conflictwith COMPANY'sinterests. CONTRACTOR's efforts shall include,but not be limited to, the establishment measures preventits personnel gifts, payments, of to from giving or receiving loans,or any otherinducement, any purpose for trom any person, whatsoever firm,corporation or otherbodyin connection the performance the GONTRACT. with of "Ourcommitment integrity" (hereafter COMPANY's Codeof Conduct entitled is to referred as to the "BP Codeof Conduct'). copyof the BP Codeof Conduct be obtained A can using theweb link highlighted Section8 - Code of Conduct. COMPANY requires CONTRACTOR each and SUBCONTRACTOR carefullyreview the BP Code of Conduct. In connectionwith to performance of this CONTRACT, CONTRACTOR'sand each SUBCONTRACTOR's CONTRACTOR each SUBCONTRACTOR and undertakes and agreesto act consistently with the BP CodeofConduct, withany updated and version oramended ofthe BP CodeofConduct provided CONTMCTORfrom time to time, and to adhereto the principles out withinit. to set CONTRACTOR acceptsand acknowledges that compliance with ethicalpraciicesis a core business valueof COMPANY and accordingly failureon the partof CONTRACTOR any any or SUBCONTRACTOR act in a mannerconsistent to with the BP Code of Conductshall be considered material a breach this CONTRACT. of CONTRACTOR all SUBCONTRACTORS and shallensure theirpersonnel madeaware the BP Codeof Conduct. that are of GENERAL LEGALPROVISIONS Waiver Noneof the termsand condilions the CONTRACT of to shallbe considered be waivedby either COMPANY CONTRACTOR or unlessa writtenwaiveris givenby one PARry to lhe other. No failureon the part of eitherpartyto enforceany of the termsand condilions the CONTMCT of shallconstitute waiverof suchlerms. a
26.2
27. 27.1
27.2
Retentionof Rights Subjec{ to the provisionsof Clauses 19, 21, 27.10,29, and 33 unless otherwisespecifically stated in the CONTRACT, both COMPANY and CONTRACTOR shall retain all rights and remedies, both under the CONTRACT and at Law, which either may have against the other. CONTRACTOR shall nol be relievedfrom any liabilityor obligalion under lhe CONTRACT by any review, approval,authorization,acknowledgernenlorthe like, by COMPANY.
27.3
CONTMCTOR,S AFFILIATES Any limitation of liability given by COMPANY to CONTRACTOR under the CONTRACT shall includethe AFFILIATES of CONTRACTOR.
27.4
lndeoendenceof CONTRACTOR
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BP-HZN-M8t000221 95
Section2 - GeneralConditionsof Contract with respectto the WORK and shall contractor shall act as an independent CONTRACTOR management, and directionas to the methodand manner of exercisecontrol,supervision, by obtaining resullsrequired COMPANY. the (defined include CONTRACTOR's its and to EMPLOYEES ln all caseswhereCONTRACTOR's work in employees) performing are special, slatulory or direct,borrowed, SUBCONTRACTOR's or ofishore the State of Louisianaor are otheruise covered by the LouisianaWorkers' agreethat all and CONTRACTOR Aci, La. R.S. 23:1021et seq.. COMPANY Compensation EMPLOYEES and CONTRACTOR's \ /ORK and operationsperformedby CONTRACTOR part of and are essential the abilityof COMPANY pursuant this CONTRACT an integral to to are (A) products, services goods, of forthe purpose La. R.S.23:1061 and to generate COMPANY's (1). Furthermore, agree that COMPANYis the statutory COMPANYand GONTRACTOR of for employer CONTRACTOR's of EMPLOYEES purposes La. R.S. 23:1061(A) (3) and that law. underLouisiana employer afforded statutory a shallbe entitled the protections to COMPANY (as or statusas the statutory specialemployer definedin La. R.S. lrrespective COMPANY'S of EMPLOYEES,CONTRACTORshall remain primarily 23:1031 (C)) of CONTRACTOR'S and medicalbenefilsto its workers'compensation for responsible lhe paymentof Louisiana fromCOMPANY lo for and employees, shallnot be entitled seekcontribution any suchpayments furtheragreesthal it will indemnify GROUP,and CONTRACTOR or any memberof COMPANY COMPANY and any member of COMPANY GROUP for any such paymentsand that GROUPfor any COMPANY lo defend,and indemnify will CONTRACTOR be obligated release, personalinjury , death, disease or propertydamage claims relatingto CONTRACTOR's pursuant the provisions Clause19.1 of this CONTRACT even if any such of to EMPLOYEES specialor a is employee CONTRACTOR also held to be an employee(whether statutory, of of GROUP. of or borrowed employee, otheruise) COMPANY any member COMPANY or 27.5 Lawand Language Governing MARITIME with and in ThisCONTRACT shallbe construed enforced accordance the GENERAL permissible; the otherwise, lawsof the Stale of Texasshall LAW of the UnitedStateswherever of for of apply,excepting therefrom any conflicts laws ruleswhich mightprovide the application jurisdiction. agreeto submitany dispute to the lawsof another Subject Clause28,the PARTIES of to arisinghereunder the jurisdiction the courtsof the State of Texasand furtheragreethal Texas. of shallbe foundin HarrisCounty, venuefor the resolution anysuchdispute 27.6 Notices by shall be given in writingand delivered hand, by All nolicesin respectof the CONTRACT 'l to in address specified Appendix heretoand copied telefaxor by firstclasspostto the relevant by as such otherofficeor officesof the PARTIES shallfromtime to time be nominated them in writing the other. to shallbe effective: Suchnotices (a) (b) (c) 27.7 by if delivered hand,al the timeof delivery; following date of lhe address if sent by telefax,on the firstworkingday at the recipient sending; if sent by firstclasspost,48 hoursaflerthe timeof posting.
Statusof COMPANY either: COMPANY entersintothe CONTRACT
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BP-HZN-M8100022196
Section2 - GeneralConditionsof Gontract a) b) for itselfandas agentfor and on behalf its otherCO-VENTURERS; of or as agent for and on behalf of an AFFILIATEand the CO-VENTURERS thet of AFFILIATE(in which case this CONTRACTother than ihis Clause 27.7 shall be inlerpreted thoughall references 'COMPANY" as to werereferences thatAFFILIATD. to
Notwithstanding above: a) (c) CONTRACTOR agreesto look only to COMPANYfor the due performance the of CONTRACT and nothing contained the CONTRACT imposeany liability in will upon,or entitleCONTRACTOR commenceany proceedings to againstany CO-VENTURER other thanCOMPANY: COMPANY entitled enforce CONTRACT behalfof all CO-VENTURERS is lo the on as proceedings its own well as for itself. For that purposeCOMPANY may commence in nameto enforce obligations liabilities CONTRACTOR to makeany claim all and of and whichany CO-VENTURER haveagainst may CONTRACTOR.
(d)
Notwithstanding above: b) (e) CONTRACTOR agrees to look only lo the AFFILATEof COMPANYfor the due performance the CONTRACT of and nothingcontained the CONTRACT impose in will any liabilityupon, or enthle CONTRACTOR commenceany proceedings to against COMPANY CO-VENTURER an AFFILIATE or of otherthanthe AFFILIATE: the AFFILATEof COMPANYis entiiled to enforce the CONTRACTon behalf of COMPANY and all CO-VENTURERS thal AFFILIATE well as for itself. For that of as purposethe AFFILIATEmay commenceproceedings its own name to enforceall in obligations liabilities CONTRACTOR to makeany claimwhichCOMPANY and of and or CO-VENTURER thatAFFILIATE of may hare against CONTMCTOR.
(0
27.8
Entire Agreement The CONTRACT constitutes entireagreement the between PARTIES the heretowith respect to the WORKand supersedes priornegotiatlons, all representations, agreements or related the to CONTRACT, eitherwrittenor oral. No amendments the CONTRACT shallbe effective unless to evidenced writingandsignedby the PARTIES the CONTRACT. in to
27.9
Mitigation Loss of Both COMPANYand CONTRACTOR steps to mitigateany loss shall take all reasonable resulting fromany breach CONTRACT the otherPARTY. of by
27.10
EXentof Exclusion Limitation Liabilitv or of Any exclusion limilation liability or of underthe CONTRACT shallexclude limitsuchliability or not onlyin conlract alsoin tortor oiherwise law. but at
27.11 Invalidity Severability and lf any provisionof lhis CONTRACT shall be found by any court or administralive body of jurisdiction b invalidor unenforceable, invalidity unenforceability such competent to the or of provision shallnot affecttheotherprovisions this CONTRACT all provisions affected of and not Halliburton Energy Services, Inc. BPM-09-00255 Page33 of44
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BP-HZN-MBIOOO22197
Section2 - GeneralConditionsof Contract by such invalidity unenforceability or shall remain in full force and effect. COMPANYand CONTRACTOR provision, hereby agreeto attempt substitute, any invalid unenforceable to for or provision a valid or enforceable which achieves the greatestpossible to extent,the economic, provision. legal, and commercial objectives the invalid unenforceable of or 27.12 (RIGHTS THTRD CONTRACTS OF PARTTES) ACT
(a)
Subjectto Clause27.12 (c), the PARTIES intendthat no provision the CONTRACT of shallconferany benefrt nor be enforceable any person on, by who is not a partyto the CONTRACT. For the purposeof this Clause27.12, "Third Party"shall mean any rrcmber of COMPANYGROUP (otherthan COMPANY) CONTRACTOR or GROUP (otherthan CONTRACTOR) in respect or onlyof the provisions Clauses 20 and 21 hereof, of 19, the SERVICE COMPANY GROUP. provisions the CONTRACT, Subject the remaining to of i) ii) Clause 17.7, Clause'17.8, Clause Glause and Clause are intended be 19, 20 21 to enforceable a ThirdParty;and by Clause 27.3is intended be enforceable the AFFILIATES CONTRACTOR. to by of
(b)
(c)
(d)
Notwithstanding amendedor Clause 27.12 (c), the CONTRACTmay be rescinded, variedby the PARTIES the CONTRACT to withoutnoticeto or lhe consent any Third of Partyeven il as a resull,that Third Party'srightto enforcea term of this CONTRACT maybe variedor extinguished. The rightsof any ThirdPartyunderClause to 27.12(c) shallbe subject the following: i) any claim,or reliance any term of the CONTRACT a ThirdPartyagainsta on by party to the CONTRACTshall be notilied in writing in accordance with the requirements Clauses19.8 and 27.6 by such ThirdPartyto each partyto the of CONTRACT soonas suchThirdPartybecomes as awarethat an eventis likelyto gi\ rise to such a cleim ancl such notification shall contain the following information a minimum: as - details lhe occunence givingriseto the clim;and of - the rightrelied uponby the ThirdParlyunderthe CONTRACT, ii) the provisions Clause28 shallapplyin respectof any claimby a ThirdPartyin of that the relevant PARTIES agreeto resolve any disputebetween them in a prompt andamicable manner adopting provisions Clause by the of 28.
(e)
iii) the Third Party'swrittenagreement submitirrevocably the jurisdiction the to of to Staleof Texasin respect all matters of relaling suchrights. to
(D
In enforcing any rightto which it is entitled of the and the provisions this CONTRACT, remedies a ThirdPartyshallbe limited damages. of to A ThirdPartyshallnot be entitled assignany benefit righlconferred it underthis to or on CONTRACT. Page34 of44
(s)
Halliburton Energy Services, Inc. BPM-09-00255 CONFIDENTIAL Business Confidential
BP-HZN-M8100022198
Section2 - GeneralConditionsof Contract 2E. 28.1 OF RESOLUNON DISPUTES disputebetweenthe PARTIESarisingout of or relatingto this In the event of a commercial CONTRACT, the breach thereof,the PARTIESshall submit the dispute to non-binding or procss. through mediation the effortto resolve dispute the and medialion shallrnakea good-faith untilthe to dispute arisingpursuant this CONTRACT to No suit may be filedrelating a commercial havebeenfulfilled. lf such a suit is filed,the PARTIES of mediation requirements this provision priorto lhe trialof the suit. Eachparty medialion the to shallagainsubmit dispute non-binding of fromthe requirements this Clause28 are excluded shallpay its costsof mediation.Expressly insurance, assumption or to arising of or relating tort suits,indemnity, out claims, suits,or disputes or of liability issues provisions. and shallproceed wilh the execution are CONTRACTOR \Milst any matteror matters in dispute, shall complywith ell the and COMPANY of completion the \ /ORK and both CONTRACTOR provisions the CONTRACT. of WARRANTY that: wanants and guarantees CONTRACTOR (a) it shall exercise all reasonableskill, care and diligence in the performanceof the WORK and shall carry out the WORK in accordancewith the requirementsof the recognizedgood oilfield practicesand standards; CONTRACT to internationally and it shall exercise diligenceto ensure the completenessand safe transportationof all acquiredinformationincludingwell logs, test and other information("DATA"),arising does not warrant the accuracy out of the performanceof the WORK. CONTRACTOR of DATA transmitted by electronic process, and CONTRACTORwill not be responsiblefor accidentalor intentionalinterceptionof such DATAby third parties; or any equipmentand/or relatedspare parts provided or supplied by CONTRACTOR for its SUBCONTRACTORs the accourft of COMPAIIY:(i) shall meet the detailed or specificationset forth in the CONTRACT; (ii) where no detailed specification is provided by COMPANY, shall be of good quality and workmanship and fit for the or, intendedpurposewhere a specific purposeis definedin ths CONTRACT where no specific purpose is defined,in fulfillment of the applicationfor which it was designed. warrants that all equipment and/or related spare parts provided or CONTRACTOR and or supplied by CONTRACTOR its SUBCONTRACTOR'S suppliers shall be free from defectsin materialand/orworkmanshipduring the WARRANW PERIOD; for consumablematerialsand/or products providedor suppliedby CONTRACTOR the shall meet the detailed account of GOMPANYunder the terms of the GONTRACT specification as defined in this CONTRACTand where no such specification is defined,shall conform to (1) where applicable,recognizedindustry standardsor (2) the standardgradeand quality of products in the region.
28.2
29. 29.1
(b)
(c)
(d)
29.2
The warrantiesand guaranteesprovidedunder Clause29.1shall not apply to: (a) consumablematerialsand/or products that have been modified and/or subjected by operationor maintenance any party to improperhandling,storage,installation, and and/or its SUBCONTRACTOR's suppliers; otherthan CONTRACTOR
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99 BP-HZN-M81000221

(b)
equipment, spare parts, consumable materials, and/or products provided by an COMPANY and free issuedto CONTRACTOR connectionwith the WORK; to samples which are provided by GONTRACTOR COMPANYas examples or products and/or illustrations only of the general properties of CONTRACTOR's workmanship;and damageto the equipment,materialsand/or products caused by improper use by and and/or its SUBCONTRACTOR's suppliers any party other than CONTRACTOR by way of abrasive materials, corrosion due to aggressive fluids, lightning, and or improper voltagesupply,mishandling misapplication the like.
(c)
(d)
29.3
the benefit of its judgment based on its experience may give COMPANY CONTRACTOR either written or oral, as to DATA interpretinginformationand making reconrmendations, or or amount of materialor type of oilfield service to be provided by GONTRAGTOR, the manner of performanceor in prediction of results. Notwithstandingthe foregoing, all and/or predictions shall be received by COMPANYas opanions such recommendations only, and no warranty expressed or implied shall be inferred by COMPANYfrom such of recommendations and or in view of the impracticability obtainingfirst-handknowledge of the many variable conditions, the reliance on anferences,measurements and assumptions which are not infallible, and/or the necessity of relying on facts and supportingoilfield seryicesprovidedby others. Save as expressly provided herein all warranties,conditions or other terms implied by applicablelaw or otherwiseare excludedto the fullest extent permittedby law (including wilhout limitation, implied warranties of merchantabilityand/or fitness for a particular purpose)and, for the avoidanceof doubt, no warranty condition or other term is given that DATA resulting from the performance of the woRK will be fat for any particular and/orfitness purpose(includingwithout limitation,impliedwarrantiesof merchantability for a particularpurpose). shall ensure that similar warranty undertakings are included in all CONTRACTOR purchase orders with vendors and contracts entered into with its SUBCONTRACTORS and/or equipmentand spare and/or supplierswho supply consumablematerials/products pa.ts in respect of the WORK. The foregoing obligation shall not apply to purchase and / or orders with vendors and contracts entered into with SUBCONTRACTORS ha\teagreed to use a and suppliers in those instanceswhere CONTRACTOR COMPANY advance has obtained GOMPANY's specific vendor and/or supplier and GONTRACTOR written approvalto modify the foregoingwarranty undeltakings. In the event that any equipment and/or related spare parts or consumable materials provided or supplied by CONTRAGTOR not conform to the warranties set forth in do promptly upon the failure of such Glause 29.1, COMPANYshall notify CONTRACTOR warranty, and in any event during the WARRANTYPERIOD,specifying the nature and shall extent of the faalure in question. Upon receipt of such notice, CONTRACTOR sole cost, tlrc equipment expeditiouslyproceed to repair or replace,at CONTRACTOR's and/or relatedspare parts or consumablematerialsin question. ACCESSTO LOCATIONS rights of accessto and its SUBCONTRACTOR'S COMPANY shall securefor CONTRACTOR to shall use its bestendeavors adviseCONTRACTOR and from the WORKSITES,COMPANY which may affectsuch accessand CONTRACTOR of any limitations, restriction conditions or as and shallabideby such limitations, restrictions, conditions aforesaid.
29.4
29.5
29.6
30.
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Section2 - GeneralConditionsof Contract 31. 31.1 OF AND THEWELFARE PERSONNEL SAFETY, ENVIRONMENT HEALTH, (HSSE) on COMPANYplaces prime importance health,safety,security,and environmental and SUBCONTRACTORS, their subcontractors issues and requiresthat CONTRACTOR, pursuethe highesi CONTRACTOR of standards HSSEperformance. to subscribe and actively Policy, and Environment Health,Safety,Security, shall observeand complywith COMPANY by as fromtime to time,copiesof whichwill be provided and Regulations Procedures amended itself with the following shall familiarize COMPANYREPRESENTATIVE.CONTRACTOR documents: a) b) c) d) Getting HSERight(gHSEr) BP'sGoldenRulesfor Safety Policy Drilling WellsOperations and 7 5 in as localHSSEpolicies defined Appendix to Section Specific
comply wilh said that its personnel to of It shallbe the responsibility CONTRACTOR ensure policy, and regulations, procedures. 31.2 for personnel by may be required COMPANYtoattendsite induction Health, CONTRACTOR's beforeenleringa V\IORKSITE and Procedures Policy,Regulations Safely and Environmental to responsibility and whereany partof the \ /ORKis to be performed it shallbe CONTRACTOR's theirattendance. and mustbe inducted to ensure whichpersonnel establish COMPANY with are shallensurethet its personnel awareof and carryout their own obligations CONTRACTOR to the including strict obligation reportunsafe with regardto health,safety,and environment issues. and incidents, accidents, environmental dangerous hazards, working conditions, thal its personnel: shallensure CONTRACTOR (a) (b) (c) (d) regarding healthandsafetyat obligations with all relevanl statutory and comply observe protection all applicable and safetyregulations requirements; and work,environmental and safetyregulations conditions, withthe working with are fullyconversant and comply policies all locations wherethe WORKis 1obe performed; at to applicable the and regulalions policies withall localsafetyinstructions, are familiar withsame; and WORKSITE wherethe WORKis to be performed comply or medical disability of supervisor any pre-existing endeavor adviseCONTRACTOR to and safety whichmayadversely efiecttheirown healthandsafetyor the health condition of others; they for drugwarnings medicalion of endeavor adviseCONTRAGTOR overthe counter to immediately advise thatpersonnel to aretaking andshallendeavor ensure ability to the suchusagemay impact individual's CONTRACTOR supeMsorwhere performsafely..
31.3
31.4
(e)
31.5
or instructions order personnel shall obey and complywith all reasonable CONTRACTOR's given to lhem by COMPANY or REPRESENTATIVE any officerof COMPANYin all matters safety, andthe environment. relating health, to
lf requested by COMPANY and prior to mobilization of CONTRACTOR'S personnel to the WORKSITE, CONTRACTOR shall submit to COMPANY a certificate of a fully registered
31.6
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BP-HZN-M8100022201
Section2 - GeneralConditionsof Contract practitioner with indicating medical fltnessfor dutyat the WORKSITE.Costessociated medical unless specifically addressed ceriificate shallbe borneby COMPANY the supplyof this medical in Section Scopeof \A/ork. 3, 31.7 personnelshall be conductedin accordance with the WORK providedby CONTRACTOR protection prevailing in requirements forcein the WORKSITE health, safety,end environmental and and in full accordance statutory localrequirements. with for CONTRACTOR shall endeavorto ensure that ils personneland recommendations performing WORKare in accordance WorldHealth Organization recommendations. with the personnel required COMPANY work offshore al remotesites or to are by lf CONTRACTOR's the costs of to to and are required be evacuated a medicalfacilityfor medicaltreatment, personnel COMPANY'S onshore supplybeseshellbe bome by to evacuating CONTRACTOR'S that medical condition evacuation for a pre-existing was COMPANY.In the eventthat medical CONTRACTOR's the to by was not disclosed CONTRACTOR COMPANY, costsof evacuating COMP.A.NY personnel COMPANY'S onshore supplybaseshallbe borneby CONTRACTOR. to basiswithinthe scopeof CONTRACTOR's on reserves rightto recover a cost recoverable the treatrnenl costsshall and evecualions. othertransportation medical All insurances medical for be bomeby CONTRACTOR. as the on shallimpose its SUBCONTRACTORS sameobligations aredescribed CONTRACTOR therewilh. comply that its SUBCONTRACTORS in thisClause and shallensure 31 shall includeits of For the purposes this Clause 31, all obligations CONTRACTOR of and servants, agents. its AFFILIATES, andtheiremployees, SUBCONTRACTOR, of shall observeand complywith the provisions Section7 - Health,Safety, CONTRACTOR with or and to and Environment failure meettheserequirements to satisfyCOMPANY Security, as will of of regard the control HSSErisksin respect the CONTRACT be regarded due cause to penalty COMPANY in to of for termination the CONTMCT withoutnoticeand withoutfinancial of 23.1. with accordance the orovisions Clause of will the Nothing conta inedherein affect application Clause19 and21 of the CONTRACT. PERFORMANCEMANAGEMENT (KPl), Indicalors agreethat there are certainKey Performance and CONTRACTOR COMPANY of closeout COMPANY 3 measures whichareset out in Section - Scopeof Work. The successful gapsshallbe mutually performance agreed. actions remedy to and CONTRACTOR's coneclive together and 32.1 above, well specifictargets objectives, to Forthe measures referred in Clause will be mulually agreed between timescalesor milestones with any agreed deliverables, of CONTRACTOR and COMPANYprior to commencemenl any well and shall be fully documented. (SPM) Managemenl SupplierPerformance in CONTRACTOR shall participate COMPANY's but system. This processshall include, not be limitedto, the work scope review,risk reMew, or of the mutual settingof KPls and objectives, timely completion any agreed scorecards Contracts where appropriate. of measurement tools and the agreement annualPerformance and submittal/ approval. Data and The second phase shall includea post-jobevaluation gathered be usedto supportreMews outlined Clause in 32.4. scorecards will associated
31.6 31.9
31.10 31.11 31.12
31.'13 32, 32.1
32.2
32.3
Halliburton Energy Services, Inc. BPM-09-00255 CONFIDENTIAL

Elr rcinaca l^anfir{an+ial
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BP-HZN-M8100022202
Section2 - GeneralConditionsof Gontract 32.4 Performance ReviewProcess(PRM)- PRMs shall be held on a quarterlybasis, or other sector Team (if frequency as mutually agreed, the COMPANY's REPRESENTATIVE, REPRESENTATIVE, applicable), CONTRACTOR's management team, and CONTRACTOR's quarter's performance idenfiry and any performance shellmeetformally discuss previous to the gaps and opportunities improvement. This PRM shallalso be an opportunity discussthe to for of or next periodto determine risksto delivery work programs projects.The focusshall be on on and information sharingand identiffing risks,then agreement a risk management action key quarter's performance planforthe nextperiod. PreMous agreed atthis meeting shallbe formally fromthe PRMwill be recorded for of and recorded futurereference.Progress followup actions registermaintained the by Action Reporting) on and monitored a monthlyCAR (Corrective CONTRACTOR. a contractshall be mutuallyagreed upon for the lf requested COMPANY, performance by projected\ /tcRK scope prior to WORK commencement.This performance contractshall and Delivery, Cost,Quality, to, include sections address, not limited HSSE,People, to but in largetsand reflectKPls referenced Clause Innovation.Each sectionwill have measurable 32.1. priorto by System(SMS)shall be reviewed COMPANY SafelyManagement CONTRACTOR's as to will duringthis review be reported CONTRACTOR compulsory award. Any gaps identified will actions. CONTRACTOR developan SMS gep closureplan and the mutually improvement and updatedvia the scorecard dates shall be monitored agreedupon actionsand completion or complete actions closethe gaps by the agreed the lo and PRM process.Failure successfully and the due datesshall be deemedto be a failureof the coNTRAcToR to perform services with Clause 13 or COMPANYshall have the right 1o suspendthe WORK in accordance with Clause23. The SMS gap closure in terminate \i\ORK or lhe CONTRACT accordance the has SMS evaluation planshallbe maintained CONTRACTOR updated aftereachinterim and by beencompleted system (EMS)shall Management Environmental lf requested CoMPANY,coNTRACTOR',s by priorto award. CONTRACTOR developan EMS gap closure will by be reviewed COMPANY plan and lhe mutuallyagreed upon actionsand completion dates shall be moniloredand complelethe actionsor and PRM process. Failureio successfully updated the scorecard via to lo of due datesshallbe deemed be a failure the CONTRACTOR closethe gapsby the agreed the perform services shallhavethe rightto suspend WORKin accordance the and COMPANY with in or the with Clause13 or terminate \A/ORK the CONTRACT accordance Clause23. The and by EMS gap closureplanshall be maintained CONTRACTOR updatedaftereach interim EMSevaluation beencompleted. has OF AGGREGATE LIABILITY incurredpursuantto liabilityhereunderin respectof liabilities CONTRACTOR's cumulative (i) Clause10.3 and 23.5 shall not exceedin aggregate fifty percent(50%)of the CONTRACT is underthe CONTRACT set forthin Section3, Scope PRICEwhereall WORKto be performed are fifly or, of Workindependent WORKORDERS (ii)whereWORKORDERS issued, percent of (50o/o) the priceof all WORKto be performed WORKORDER. undertheindiMdual of 34. OBLIGATIONS CONTINUING which any provision for of In the eventof lermination expiration this CONTRACT, any reason, or to the an by its own express termsreflects intenlthat it shallcontinue applybeyond term of this Clauses 19,21 without limitation in including CONTRACT shallcontinue fullforceandeffect, ,22, and24.
32.5
32.6
32.7
33.
'
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Elr rcinacc /^nnfi danf iol
BP-HZN-M8100022203
Sectaon - GeneralConditionsof Contract 2 35. 35.1 ANTI-CORRUPTION UNDERTAKINGS one and eachagreeand underlake to the otherthat in connection CONTRACTOR COMPANY they will each contemplated this CONTRACT, by and the transactions with the CONTRACT decrees and/or ofiicial respectively comply wilh all applicablelaws, rules, regulations, governmental to and the UnitedStatesof Americarelating antiordersof the UnitedKingdom laundering. bribery andanti-money and that it, and each of its AFFILIATES, its and CONTRACTOR agrees,undertakes confirms agentsand everyolherpersonactingon its officers, employees, and their respective directors, or by contemplated this CONTRACT with has not,in connection the transactions ortheir behalf, in COMPANY the UnitedStatesof lransactions involving with in connection any otherbusiness lo to made,offered promised make,and will not make,offer,or promise make,any or America, of payment othertransfer anything value,including the withoullimitation provision any of of or gift or directly indirectly, service, or entertainment, of and employees govemmentdireclors,officens official(including a) to any govemment organ izetions) ic compa niesand publ international m owneda nd gove ment-controlled ; b) to any director,officer or employeeof COMPANYor of BP plc or any of its other subsidiaries: party,or candidate public office; party,official a political for of c) to any political or for to d) to an agentor intermediary Payment any of the foregoing, or e) to any otherperson entity out the of or for the purpose obtaining influencing awardof or carrying this CONTMCT if andto way in of the extentthat to do so is orwould be eitherin violation or inconsisteni any material jurisdiction, withoul including, lawsof any relevant laundering or withthe anti-bribery anti-money crime and security Act, the u.K. Anti-Tenorism, conupt Practices limitation, u.s. Foreign the the implementing OECD the countrylegislation legislation, applicable Act 200'l and successor Business Conventionon CombatingBribery of Foreign Public Officials in International laws Transactions and/or anti-corruption of the UnitedStatesof America. the shall mean any director, official" of For the purposes this Clause35, the term "govemment thereof, agencyor instrumentality or officer,or employee any govemment any department, of owns an interesl,and/or of any public and/or of any enterprisein which a government intemationalorganization. This term also includes any person acting in any official, or administrative judicialcapacityfor or on behalfof any such government deparlment, or organization. international company, public or agency, instrumentality, 35.3 that in connectionwith this CONTRACTand in agrees and undertakes CONTRACTOR in involving COMPANY the UnitedStatesof transactions connection with any otherbusiness shall: and America, CONTRACTOR eachof its AFFILIATES (a) have and will apply, in respectof its dealingswith COMPANYunderthis CONTMCT, ures; effective isclosu controlsa nd proced d re detail,accurately which,in reasonable (b) haveand will maintain books,records, and accounls of and undertaken the disposition assets; and and fairlyreflect transactions the the to systemthal is sufficient ensure (c) haveandwill maintain internal an accounting controls properauthorization, and and reporting all transactions to providereasonable of recording jurisdictions be will laws of the applicable of assurance that violations the anticorruption prevented, detected deterred. and 35.4 In lhe event that COMPANY has any reasonablebasis for a good faith belief that Page40 of44
35.2
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BP-HZN-M8100022204
Section 2 - General Conditions of Gontract
in way CONTRACTOR and/orany of its AFFILIATES may not be in compliance any material with the undertekings and/orrequirements forth in $b-clauses35.1 set ,35.2 and/or35.3, COMPANY shall adviseCONTRACTOR writingof its good faith beliefand CONTRACTOR in fully with any and all enquiriesundertaken or on behalfof COMPANYin by shall cooperate and supporting the by connection therewith, including provision CONTMCTOR of personnel (provided, by however, if deemednecessary COMPANY documents and affidaMts reasonably any investigative that CONTRACTOR may withholdfrom any such requestfor disclosure personnel legal and workingunderthe direction the CONTRACTOR'S department documents of lo whichare subject legalprivilege). 35.5 to of 35.4, and withoutprejudice any other rightsor Subjectto the requirements sub-clause as the or remedies COMPANY the may havehereunder at law (including, applicable, rightto this CONTMCT COMPANY shall havethe rightto terminate damages breachof contract), for believes good faiththat any of the foregoing in effeclif COMPANY reasonably with immediate set undertakings requirements forth in this Clause35 have not been complied or agreements, HOWEVER, that PROVIDED, wilh or fulfilledby CONTMCTOR or any of its AFFILIATES; to with CONTRACTOR writtennoticeof its intention terminate COMPANY shall ha\ provided and provisions thisClause togetherwith reasons the therefore 35 of the CONTRACT underthe daysof delivery such notice of withinfifteen(15) business that CONTRACTOR beenunable has satisfaction the of to COMPANY with evhencewhich demonstrates, the reasonable to provide with or fulfillany to havenot failed comply and COMPANY, CONTRACTOR its AFFILIATES that undertakings requirements. or of lhe foregoing agreements, with the terms of shellbe made in accordance to by All payments COMPANY CONTRACTOR payment instructions of payment in specified the CONTRACT.In the absence any suchspecific payments COMPANY CONTRACTOR shallonly be made to by elsewhere the CONTRACT, in by check or wire transfer to a bank account, details of which shall be provided by in CONTRACTOR COMPANY writing. to its exercising rightsundersub-clause as Any disputearisinghereunder the resultof COMPANY 2E of wiih 35.5 hereofshall be settledin accnrdance the provisions CLAUSE - SETTLEMENT OF DISPUTES. of 35 measures applythe provisions thisCLAUSE in to CONTRACTOR takeall reasonable shall to undertakings, in its contracts SUB-CONTRACTORSorderto giveeffect the agreements, with 35. set and requirements forthin this CLAUSE SPECIAL CONDITIONS shallbe as listedin Appendix1 applicable the CONTRACT to Any additional specialconditions of Conditions CONTRACT. consecutively theseGenefal with heretoandshallbe numbered
35.6
35.7
35.8
36.
Halliburton lnc. Energy Services, BPM-09-00255
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Flr rcinacc f-nnfir{anlial
BP-HZN-MBIOOA22205
Section2 - GeneralConditionsof Contract AppendixI - SpecialConditionsof Contract Appendix 1 - SpecialGonditionsof Contract of andthe Special Conditions Conlracl between General the In the eventof any ambiguity contradiction or Conditions Contract, latlershalltake precedence. of the Sectionl Clause 4 Glause 4 Glause 5 Agreement is DATEof the CONTRACT April15,2009 The EFFECTIVE as DATE of the WORK is - \Mll be specified the The scheduled COMMENCEMENT dateof eachV\DRKORDER DATEof the of The duration the CONTMCT is three (3) yearsfromthe EFFECTIVE for the shall ha\ the optionto e),ftend CONTRACT up to CONTRACT.COMPANY of the options following expiration the three(3) yearterm. one-year two (2) conseculive GeneralConditionsof Contract "CO-VENTURERS" mean- NotApplicable shall ST|N|VASAN iS SUNdATAM REPRESENTATIVEMT. COMPANY and Manager-GOMPSCMDrilling Wells (OFFICE PHONE) (281)s04-4277 (FAX) (281)366-7130 sundaram.srinivasan@bo.com
CONTRACTOR REPRESENTATIVEiS MeN Swan
Section2 Clause .9 1 Clause (a) 3.1
Clause .1(a) 3
BP Vice-President, Account (OFFTCE (281)575-3020 PHONE) (CELLPHONE) 8 merv.swan@halliburton.com
Clause 27.6
are: of The addresses forthe service notices

COMPANY:
Inc. and BP Exploration Production, 200 Westlake ParkBoulevard 4 Westlake Houston, Texas77079 Srinivasan ATTN:Sundaram
Inc. Energy Services, i i ) CONTRACTOR: Halliburton
Suite2400 1401McKinney Street, Texas 77010 Houston, ATTN:MervSWAN
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BP-HZN-M8100022206
Sectaon - GeneralCondations Contract 2 of Appendix2 - Local Tax Provisions
Appendix2 - Local Tax Provisions jointlyand severally, CONTRACTOR and hold harmless COMPANY, from agreesto defend,indemnifo, and against,and to acceptfull and exclusive liability the payment its legallydue contributions of or for, taxes for unemployment insurance, age retirement old benefits,annuities, wage and incometaxes, business occupation imposed the Government the UnitedStatesor any of and laxes,now or hereafter by Stateor political subdivision thereol however measured. jointlyand COMPANY, and hold harmless CONTRACTOR agreesto be responsible and indemnify, for or ad business and occupational, othertaxes severally, fromany liability contract, for inventory, valorem, or or of whichare imposed uponCONTRACTOR the performance this CONTRACT the ownership use for of by in of any property employed CONTRACTOR the performance this CONTRACT.
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CONFIDENTIAL
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BP-HZN-MBIOOO22159: Exhibit No. - Worldwide Court

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accessand use is in Due to the sensft,/ttfof the data contained this Document, restrictedtoBPauthorizedpersonne|on|y.Al|datasha||betreatedas@!

Exhibit No. Worldwide Court

CONFIDENTIAL Business Confidential

FOR CONTRACT GULFOF MEXICO UNIT PERFORMANCE STRATEGIC WELLSERVICES OFFSHORE

INC. AND PRODUCTION, BP EXPLORATION

INC. SERVICES, ENERGY HALLIBURTON

Section 1 - Agreement for Halliburton GOM

Services, lnc. Halliburton Energy BPM-09-00255

(including Appendices) Remuneration

Inc. Halliburton Energy Services, BPM-09-00255

Section 5 Seclion6 Section 7

BP- HZN-M 8t00022163

Services, Inc. Hallibulton Energy BPM-09-00255

Section2 - GeneralConditionsof Contract

Section 2 - GeneralConditions of Contract Halliburtonfor GOM

Halliburton Energy Services, Inc. BPM-09-002s5 CONFIDENTIAL Business Confidential

Section2 - GeneralConditionsof Contract

Inc. Halliburton Energy Services, BPM-09-00255

Section2 - GeneralConditionsof Gontract

Services, Inc. Halliburton Energy BPM-09-00255 CONFIDENTIAL

't.14 1.15 1.16

Halliburton Energy Services, Inc. BPM-09-00255

lnc. Halliburton Energy Services, BPM-o9-00255

Halliburton Energy Services, Inc. BPM-09-002s5

CONFIDENTIAL Business Confidential

Halliburton Energy Services, Inc. BPM-09-00255

Section2 - GeneralConditionsof Contract

Halliburton Services, Inc. Energy BPM-09-00255

Halliburton Energy Services, Inc. BPM-09-00255

9.14 10. 10.1

Halliburton Energy Services, Inc. BPM-09-00255

Halliburton Energy Services, Inc. BPM-09-00255

Section2 - GeneralConditionsof Gontract

Halliburton Energy Services, Inc. BPM-09-00255

Section2 - GeneralConditionsof Contract

Halliburton Energy Services, Inc. BPM-09-00255 CONFIDENTIAL

Halliburton Energy Services, Inc. BPM-09-00255

Halliburton Inc. Energy Services, BPM-o9-00255

Halliburton Energy Services, Inc. BPM-09-00255

Halliburton Energy Services, Inc. BPM-09-0025s

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Section2 - GeneralConditionsof Contract

(b) sought directly or indirectly by way of recovery,indemnification, contribution by or

Halliburton Energy Services, Inc BPM-09-0025s CONFIDENTIAL Business Confidential

20.3 20.4 21.

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(e) (f) 22.3

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Section2 - GeneralConditionsof Contract

Halliburton Energy Services, Inc. BPM-09-00255

Halliburton Energy Services, Inc. BPM-09-00255

Section2 - GeneralConditionsof Contract

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Statusof COMPANY either: COMPANY entersintothe CONTRACT

Halliburton Energy Services, Inc. BPM-09-00255

Halliburton Energy Services, Inc. BPM-09-00255 CONFIDENTIAL Business Confidential

Halliburton Energy Services, Inc. BPM-09-00255