QAMP-069 - C3 General Conditions For Well Engineering (Final)

Contract QAMP-069 – Provision of Rig and associated Services
Qarat Al Milh Petroleum LLC

Contract Number QAMP-069
Provision of Rig and associated Services
C3, General Conditions for Well Engineering
QAMP-069 - C3 General Conditions for Well Engineering (Final) Page 1 of 30

Contents
1.0 DEFINITIONS .......................................................................................................................... 3

2.0 INTERPRETATION OF THE CONTRACT ........................................................................................... 6
3.0 SERVICES ............................................................................................................................... 7
4.0 PROGRESS OF THE SERVICES ...................................................................................................... 9
5.0 DELAY & FORCE MAJEURE ......................................................................................................... 9
6.0 INSTRUCTIONS AND VARIATIONS TO CONTRACT .......................................................................... 11
7.0 EQUIPMENT & MATERIALS ...................................................................................................... 11
8.0 INSPECTION TESTING AND WARRANTY ...................................................................................... 13
9.0 SUSPENSION AND TERMINATION .............................................................................................. 13
10.0 TAKE OVER OF THE SERVICES ........................................................................................... 15
11.0 RATES AND PAYMENT ...................................................................................................... 15
12.0 DUTIES AND TAXES ......................................................................................................... 16
13.0 RIGHT TO AUDIT ............................................................................................................ 16
14.0 IN COUNTRY VALUE (ICV), OMANISATION & NATIONAL PRODUCT ......................................... 17
15.0 LIABILITIES AND INDEMNIFICATION .................................................................................. 18
16.0 INSURANCE BY CONTRACTOR ............................................................................................ 21
17.0 REPRESENTATIVES OF THE PARTIES .................................................................................... 22
18.0 SUBCONTRACTORS .......................................................................................................... 22
19.0 CONTRACTOR PERSONNEL ................................................................................................ 23
20.0 LABOUR RELATIONS ........................................................................................................ 23
21.0 LAWS, PERMITS AND REGULATIONS ................................................................................... 24
22.0 OWNERSHIP, PATENTS AND PROPRIETARY RIGHTS .............................................................. 24
23.0 CONFIDENTIALITY .......................................................................................................... 27
24.0 BUSINESS ETHICS AND PRINCIPLES ................................................................................... 27
25.0 CLAIMS ......................................................................................................................... 28
26.0 ASSIGNMENT ................................................................................................................. 29
27.0 APPLICABLE LAW AND DISPUTE RESOLUTION ...................................................................... 29
28.0 HEALTH, SAFETY AND ENVIRONMENT ................................................................................. 30

1.0 Definitions
Unless the context requires otherwise, the following definitions shall apply to these General
Conditions (General Conditions) and to the other sections forming part of the Contract.
1.1. Acceptance
Where specifically required by the Contract, this shall mean a written statement issued by
Company certifying that Company accepts the Services specified in the statement as having been
performed and completed in accordance with the Contract.
1.2. Affiliates
Shall mean:
In respect of Company
Any corporations, partnerships, trusts, or other persons or entities which have a direct or indirect
ownership interest in Company.
In respect of Contractor, Sub-contractor or Other Contractor
Any corporations, partnerships, trusts, or other entities which are:
a) more than 50% owned by Contractor, Sub-contractor or Other Contractor; or
b) owners, directly or indirectly, of more than 50% of Contractor, Sub-contractor or Other
Contractor; or
c) more than 50% owned directly or indirectly by the same entity which owns Contractor, Sub-
contractor or Other Contractor, as applicable.
1.3. Capital Area
Shall mean all locations in the area known as Governate of Muscat in the Sultanate of Oman in
accordance with Royal Decree 6/91, as may be amended
1.4. Company Group
Shall mean Company, Company Affiliates and its and their respective directors, officers and
employees (including agency personnel), but shall not include any member of Contractor Group.
1.5. Company Personnel
Shall mean all individuals, whether employees or not, engaged on the Project by Company other
than Contractor Personnel
1.6. Company Provided Items
Shall mean those goods, equipment, tools, consumables, products, or items for the Services
provided by Company or on behalf of Company pursuant to the terms of this Contract or by
Instructions issued by Company
1.7. Confidential Information
Shall mean all knowledge, data or information acquired by Contractor from, or disclosed to
Contractor by Company, or on behalf of Company, in connection with the Services in writing,
drawings, magnetic tapes, computer programs or in any other way, as well as all knowledge,
data or information derived therefrom, to the extent that such knowledge, data or information at
the time of such acquisition or disclosure is not either already in the unrestricted possession of
Contractor or part of public knowledge or literature.
1.8. Confidential Record
Shall mean all documents and any other material containing Confidential Information.
1.9. Contract Dates
1.9.1. Commencement Date:
Shall mean the date stipulated in Section C1 after which Contractor shall be ready to commence
performance of the Services.
1.9.2. Effective Date:
Shall mean the date, as stated in Section C1, on which the Contract was awarded or is signed by
both parties, whichever is earlier.
1.9.3. Expiry Date:
Shall mean the date, stipulated in Section C1, on which the Operational Period shall expire.

1.9.4. Termination Date:

Shall mean the date of termination of the Contract in accordance with Article 9.2.1.
1.10. Contract Holder
Shall mean the person appointed as such by Company and named as such in the Contract, having
the authorities set forth in Article 17.0.
1.11. Contract Manager
Shall mean the person appointed as such by Contractor and named as such in the Contract,
having the authorities set forth in Article 17.0.
1.12. Contractor Group
Shall mean Contractor and its Affiliates, its Subcontractor(s) and their Affiliates, its and their
respective directors, officers and employees (including agency personnel), of the aforesaid, but
shall not include any member of Company Group. Contractor Group shall also mean
subcontractors (of any tier) of Subcontractors who are performing Services at any Site, their
Affiliates, and its and their directors, officers and employees (including any agency personnel).
1.13. Contractor Personnel
Shall mean all individuals, whether employees or not, engaged on the Services by Contractor or
any Subcontractor.
1.14. Country of Operation
Shall mean the Sultanate of Oman. North of Oman shall mean the Operating Area north of
2300000 meters Universal Transverse Mercator (UTM) and South of Oman shall mean the
Operating Area south of 2300000 meters UTM.
1.15. Damaged Beyond Repair
Shall mean that the repair costs of the item as verified by Company are higher than the LIH/DBR
Reimbursement as defined in Section C5.
1.16. Early Termination Fee
Shall mean the fee specified in Section C5, if any, payable to Contractor upon early termination
of the Contract, subject to the provisions of Article 9.0.
1.17. Emergency
Emergency shall mean any situation where any fire, blow-out, catering or uncontrolled flow of
reservoir fluid occurs or where a life-threatening situation occurs, regardless of cause.
1.18. Equipment
Shall mean all Contractor’s transport, testing, inspection and other equipment, tools,
consumables, spare parts, temporary works or utilities and constructions and such other items of
a temporary or permanent nature as are required to execute the Services.
1.19. Facility
Shall mean any of Contractor’s offices, bases, yards, warehouses, workshops, laboratories, camps
or other installation or facility in the Country of Operation required to provide the Services.
1.20. Foreign Products
Shall mean all Materials which are not National Products or Products of GCC Origin.
1.21. Inclement Weather
Shall mean exceptionally adverse weather conditions which could not reasonably have been
foreseen by an experienced contractor and which materially affects the regular progress of the
Services.
1.22. Instruction
Shall mean communication issued by Company in accordance with Article 6.0 requiring Contractor
to alter all or part of the Services.
1.23. Lien
Shall mean a charge or claim by one party on the property of another as security for the payment
of a debt or duty.
1.24. Manufacturer or Vendor
Shall mean the person or company that completes the manufacture and/or assembly of Materials.
1.25. Materials

Shall mean any goods and products supplied by Contractor required as part of the Services which
become Company’s property as part of the Services.
1.26. MCI Certificate
Shall mean a certificate issued by the Director General or other competent authority of the
Ministry of Commerce and Industry, certifying that a company is an Omani industrial company,
in relation to the products stated on the MCI Certificate.
1.27. National Products
Shall mean all Materials produced in the Sultanate of Oman as certified by an MCI Certificate.
1.28. Naturally Occurring Radioactive Materials (NORM)
Shall mean materials produced by members of the decay series of naturally occurring Uranium–
238 and Thorium-232 or other similar radioactive nuclei.
1.29. Notices
Shall mean instructions, notifications, agreements, authorisations, approvals and
acknowledgements related to the Contract.
1.30. Omanisation, Omanise and Omanised position
Shall include but not be limited to, the complete and permanent transfer, of a position of
employment from a non-Omani to an Omani, and/or (subject to the provisions of Article 7.5
herein) the utilization of Omani goods and/or services in Oman, in connection with this Contract,
and/or any other measure or action taken by Contractor with a view to adding value to the
economy of the Sultanate of Oman. For the avoidance of doubt, Omanisation of any position, or
an Omanised position shall not be deemed complete until training has been finalised and relevant
expatriate Contractor Personnel, has transferred from the position, and has forfeited all duties
and responsibilities for the position.
1.31. OPAL
Shall mean the Oman Society for Petroleum Services (http://www.opaloman.org/), an
organisation of Omani oil producers, operators and contractors registered in Oman with the
intention to develop the competences and competitiveness of the Omani people.
1.32. OPAL Compliance Verification Certificate/ Certification or OPAL CVC
Shall mean written confirmation by authorised representative(s) of OPAL certifying that an
organisation, company or other commercial entity conforms in all respects to the OPAL minimum
criteria of Omanisation.
1.33. Operating Area
Shall mean all of Company’s operational areas in the Country of Operation.
1.34. Operational Period
Shall mean the period between the Commencement Date and the Expiry Date or Termination
Date during which Contractor shall perform the Services.
1.35. Other Contractor
Shall mean any party to any contract or agreement with Company to perform any work or services
at the Site but shall not include any member of Contractor Group or Company Group.
1.36. Other Contractor Group
Shall mean Other Contractor and its Affiliates, its subcontractors (of any tier) and their Affiliates,
its and their respective directors, officers and employees (including agency personnel of the
aforesaid), but shall not include any member of Company Group or Contractor Group.
1.37. Products of GCC Origin
Shall mean all Materials produced in the member states of the Gulf Co-operation Council (GCC)
as certified by the competent authority for the relevant GCC member state.
1.38. Purchase Order
Shall mean an order issued in writing by Company at any time during the Operational Period
instructing Contractor to perform the Services within the time frame specified in the order.

If the terms PO, Call Off, Call-Out, Job, Job Order, for Services Order, Work Order or similar terms
appear in the Contract, they shall have the same meaning as Purchase Order, unless the context
requires otherwise.
1.39. Rates
Shall mean the unit rates, prices, sums and related percentages stipulated in Section C5.
1.40. Services
Shall mean all work and services or other obligations which Contractor shall perform or cause to
be performed or which may be otherwise required under the Contract. If the term Work appears
in the Contract, it shall have the same meaning as Services, unless the context requires otherwise.
1.41. Site
Shall mean all premises, areas, lands, waters and other places where the Services or activities in
connection with the Services are performed including offices, workshops, camps or messing
facilities for Contractor Personnel and places where Equipment or Materials are being obtained,
stored or used for the purposes of the Contract.
1.42. Subcontract
Shall mean a contract or purchase order placed by Contractor or any Subcontractor for the
performance of any part of the Services.
1.43. Subcontractor
Shall mean any party to whom any part of the Services has been subcontracted, whether by
Contractor, by a subcontractor of Contractor, or by a subcontractor of a subcontractor.
1.44. Subrogation
Shall mean the principle under which an insurer that has paid a loss under an insurance policy is
entitled to all the rights & remedies belonging to the insured against a third party with respect to
any loss covered by the policy.
1.45. Technical Information
Shall mean all design data, design standards, calculations, drawings, specifications, and such
other information referred to, provided by or caused to be provided by Company pursuant to the
Contract.
1.46. Third Party
Shall mean any party other than Company Group or Contractor Group.
1.47. Variation to Contract
Shall mean any alteration or amendment to the Contract made in accordance with Article 6.2.
1.48. Warranty Period
Shall mean the period during which Contractor shall be responsible for the Materials in accordance
with Article 8.0. Unless stipulated otherwise in the Contract, the Warranty Period shall be twelve
(12) months from Acceptance of the Materials by Company, or as extended in accordance with
the provisions of Article 8.2.4.
2.0 Interpretation of the Contract

2.1. Omissions, Errors and Ambiguities
2.1.1. Any omissions, errors or other such deficiencies in the Contract shall not relieve Contractor from
his obligation to perform the Services in accordance with standards that reflect good modern oil
and gas field practice.
2.1.2. Contractor shall notify Company of any errors, ambiguities or discrepancies, between or within
any of the Contract documents, as and when they are identified. Such deficiencies shall be
clarified by Company in writing.
2.1.3. Contractor shall have a duty to mitigate costs arising from a failure to notify Company at the time
an error, ambiguity or discrepancy could reasonably have been identified by an experienced
contractor. Contractor shall be barred from claiming an adjustment of the Rates unless in
Company’s reasonable opinion the deficiency could not have been reasonably foreseen by an
experienced contractor.

2.2. References, Notices and Language

2.2.1. All correspondence, documentation and discussion related to the Contract and the Services shall
be in the English language unless specifically requested otherwise by Company.
2.2.2. All Notices shall be in writing and shall also be provided to Company as an electronic scan.
2.2.2.1 Notices shall be effective:
a) if delivered by hand, at the time of delivery;
b) if sent by fax, at the time of receipt of the fax;
c) if sent by registered mail, postage prepaid, ten (10) days after the date of mailing of the
registered letter.
2.2.2.2 If either party intending to serve a Notice on the other party forewarns that party by any means,
the forewarning shall in no circumstances be deemed to be a Notice nor shall the giving of such
forewarning have any effect on the time of receipt of the Notice.
2.2.2.3 Unless specifically authorised by Company Contract Holder, e-mail correspondence shall only be
used for the day to day administration of the Contract.
2.2.3. Unless a reference to an Article specifies a heading, title or a particular number then such
reference shall be deemed to be to the same Article of the Contract within which the reference
appears. Reference to a clause shall be interpreted in the same way.
2.2.4. No failure on the part of Company to enforce or to require the strict adherence and performance
of any of the provisions of the Contract shall constitute a waiver of such provisions, or affect any
of Company's rights under the Contract.
2.2.5. No heading, index, title, subtitle, subheading or marginal note of the Contract shall limit, alter or
affect the meaning or operation of the Contract.
2.2.6. Where the context so requires: (a) words importing the singular include the plural and vice versa;
(b) words importing the masculine shall include the feminine and neuter; and (c) references to a
party shall include its successors and permitted assigns.
2.2.7. Contractor shall act as an independent contractor with respect to the Services and neither
Contractor nor any Subcontractor nor any Contractor Personnel shall be deemed to be the
personnel or a representative of Company unless stated otherwise.
2.2.8. Any reference to statute, statutory provision or statutory instrument shall include any re-
enactment or amendment thereof for the time being in force.
2.2.9. If any provision of the Contract proves unenforceable because it is contrary to any mandatory
rule of law, the validity of the remaining provisions of the Contract will in no way be affected. In
such case, the parties shall be bound to perform as intended by the affected provision as closely
as possible without infringing any mandatory rule of law.
3.0 Services
3.1. Services and Workmanship
3.1.1. The Services shall be executed in a proper, workmanlike manner with properly equipped Facilities
and in accordance with the specifications and standards given in the Contract and in line with
recognised good modern oil and gas field practice.
3.1.2. Contractor represents that it has the experience, skills, knowledge, capability (including sufficient
and competent supervisory and other Contractor Personnel) and all necessary Facilities and
resources to efficiently and expeditiously perform the Services in accordance with the Contract
and that it shall provide such expertise, skills, knowledge, capability, Facilities and resources.
3.1.3. In the event that Contractor provides Materials and/or Equipment for which there is no detailed
specification included in the Contract and /or any related Purchase Order then this Equipment
shall be new or as new, of good quality and workmanship and fit for the intended purpose
required under the Contract and related Purchase Order.
3.1.4. Company reserves the right to employ Other Contractors to undertake activities associated with
the Services. In this respect Contractor shall co-operate fully and afford these Other Contractors
all reasonable access and opportunity for the performance of their activities.
3.1.5. Contractor shall, if so requested by Company, provide the Services under the overall direction of
Other Contractors.
3.1.6. If Services are provided as described in Article 3.1.5, all obligations and liabilities assumed by the
parties shall remain in full force and effect.

3.1.7. No review, approval or acknowledgement by Company shall relieve Contractor from any liability
or obligation under the Contract.
3.2. Supervision by Contractor
3.2.1. Contractor shall provide all necessary supervision during the performance of the Services. Such
supervision shall be given by competent persons having adequate knowledge of the operations
to be carried out (including the methods and techniques required, the hazards likely to be
encountered and the methods of preventing accidents) as may be required for the satisfactory
performance of the Services.
3.3. Protection of Company's Interests
3.3.1. Contractor shall at all times perform the Services in such a manner as will safeguard and protect
Company's interests and take all necessary steps to prevent abuse or uneconomical use of
Materials, Facilities, Equipment and Company provisions as listed in Section C4.
3.3.2. Where Company or Other Contractors are working on the Site then Contractor shall liaise with
these Other Contractors to mitigate any negative effect or potential negative effect on the
execution and progress of the Services.
3.4. Information for the Services
3.4.1. Contractor shall gather all information which is needed to perform the Services including but not
limited to the character of the Services, local conditions and facilities, safety requirements,
employment, industrial matters and all other circumstances that may influence or affect the
performance under the Contract.
3.4.2. Contractor shall immediately inform Company in writing if it has insufficient information to
commence or proceed with the Services.
3.5. Knowledge of the Site
3.5.1. Contractor warrants to have inspected and examined the Site, its surroundings and information
available in connection therewith and to have satisfied itself as to the form and nature of the Site
including the sub-surface conditions, the hydrological and climatic conditions (which includes
heavy rainfall and floods which may occur from time to time and which could result in the Site
and roads becoming temporarily impassable) the extent and nature of all things necessary for
the completion of the Services, the means of access to the Site and the accommodation
Contractor may require.
3.5.2. Contractor's undertaking to carry out the Services for the Rates is based on and made in the light
of all above data and conditions and all criteria of design which Company has required Contractor
to undertake in carrying out the Services.
3.5.3. Contractor may rely on the accuracy and sufficiency of any sub-soil information included in the
Contract.
3.6. Cleanliness of the Site
3.6.1. Contractor shall ensure that accumulations of debris, waste material and rubbish on the Site
arising out of or in connection with the Services are kept to a minimum and are frequently
removed from the Site or removed at the request of Company.
3.6.2. Upon completion of the Services or Purchase Order at any given location, Contractor shall leave
the Site in a clean and orderly condition with nothing left buried or hidden. Contractor
representative or Contractor Site representative shall remain at the Site until all restoration and
cleaning work has been carried out to the satisfaction of Company.
3.7. Urgent Work
3.7.1. If, in the opinion of Company, any work, repair or remedial action is urgently required, either for
the security or safety of the Site or for the progress of work or services being performed by others
or for any other reason which justifies immediate action and Contractor is unable or unwilling to
execute such work, repair or remedial action, then Company may call in an Other Contractor
and/or utilise such Equipment as it requires to carry out any such work, repair or remedial action
which it considers necessary. In such case Company shall be responsible for the operation of
such Equipment, and be liable for any loss or damage to such Equipment.

3.7.2. If the work, repair or remedial action so carried out by Company or an Other Contractor of
Company was Contractor's responsibility then all costs and charges properly incurred shall be
recoverable by Company from Contractor. Company shall, as soon as may be reasonably
practicable after the occurrence of any situation necessitating urgent action as referred to above,
advise Contractor thereof in writing.
3.8. Use of Explosives
3.8.1. Under no circumstances will the use of explosives be permitted, unless the use thereof has been
provided for in the Contract or Company's written approval has been obtained prior to the use of
such explosives.
3.8.2. When the use of explosives is permitted Contractor shall use utmost care not to endanger life or
adjacent property, and shall comply with all laws, rules, and regulations governing the hauling,
storing, handling or use of such explosives, including the securing of all necessary permits thereof.
3.9. Call-Off/ Purchase Order
3.9.1. If the Services include provisions on Call Offs, Company shall have the right to order Services on
a call off basis by issuing a Purchase Order and Contractor shall perform such Services in
accordance with the Contract and the time schedule specified in the Purchase Order.
3.10. Health, Safety and Environment (HSE)
3.10.1. Contractor management of HSE is a critical activity under the Contract and Contractor shall adhere
to the requirements stipulated in Section C9.
4.0 Progress of the Services
4.1. Contractor shall keep Company clearly informed on the progress of the Services and shall submit
written progress reports where so provided in the Contract or if otherwise requested by Company.
4.2. Contractor shall, within twenty-four (24) hours, or as otherwise specified in Section C9, of any
incident affecting the progress or quality of the Services, or which is a reportable HSE event, send
to Company a detailed report of the incident together with copies of any statements or reports
sent by Contractor to any public authority and/or third party excluding those sent to Contractor's
insurance company or its attorneys.
5.0 Delay & Force Majeure

5.1. Delay
5.1.1. Contractor shall advise Company in writing immediately when any factor arises which is likely to
cause delay in the performance of the Services and shall take all reasonable measures to mitigate
such delay at no additional cost to Company. However, where the delay is attributable to
Company, Company shall compensate Contractor for the reasonable costs of such remedial
measures as Company instructs Contractor to take. Such compensation shall be subject to
detailed substantiation of Contractor's costs and, to the extent possible, be calculated in
accordance with the Rates.
5.1.2. Contractor shall, at the first indication of delay considered to be attributable to Company and in
consultation with Company, make every effort to re-deploy its resources on the Services in such
a manner as to mitigate the effects of delay and disruption in progressing and completing the
Service and thereby avoid or minimise increased costs.
5.2. Force Majeure
5.2.1. Except for monies due, neither Company nor Contractor shall be responsible for any failure to
fulfil any term or condition of the Contract if and to the extent that fulfilment has been delayed
by a force majeure occurrence, in accordance with Article 5.2.2, which has been notified in
accordance with this Article and which is beyond the control of, and without the fault or
negligence of the party affected, and which, by the exercise of reasonable diligence, the said
party is unable to provide against.
5.2.2. For the purpose of the Contract, force majeure shall be limited to the following, and only insofar
as there is a substantive effect upon the performance of the Contract, which results in a material
change in the direct cost to Contractor of performing the Services:
a) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), acts
of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power;

b) ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear
waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous
properties of any explosive nuclear assembly or nuclear component thereof;
c) pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic
speeds;
d) earthquake, flood, fire, explosion, typhoons or hurricanes or other natural physical disaster
(but excluding other weather conditions, such as Inclement Weather, regardless of severity,
which do not lead to one of the aforementioned events);
e) strikes at a national or regional level or industrial disputes at a national or regional level, or
strikes or industrial disputes by labour not employed by the affected party, its Subcontractors
or its suppliers and which affect a substantial or essential portion of the Services;
f) maritime and aviation disasters; or
g) changes to any general or local statute, ordinance, decree or other law or any regulation or
bye-law of any local or other duly constituted authority or the introduction of any such statute,
ordinance, decree, law, regulation or bye-law.
5.2.3. In the event of a force majeure occurrence, the party that is or may be delayed in performing
the Contract shall notify the other party without delay giving the full particulars thereof and shall
use all reasonable endeavours to remedy the situation without delay.
5.2.4. Unless otherwise expressly provided in the Contract, no payments of whatever nature shall be
made in respect of a force majeure occurrence.
5.2.5. Upon cessation of any force majeure occurrence, Contractor, in cooperation with Company, shall
prepare a revised programme to include for rescheduling the Services so as to minimise the
effects of the delay. Company shall have the right to extend the Operational Period for additional
periods equal to those for which performance of the Services was delayed or impeded due to a
force majeure occurrence under otherwise unchanged prices, rates, terms and conditions.
5.2.6. Following the event of a force majeure occurrence, or the notification of a force majeure
occurrence in accordance with Article 5.2.3, Company and Contractor shall meet without delay
with a view to agreeing a mutually acceptable course of action to minimise any effects of such
occurrence.
5.2.7. If any event of force majeure exceeds sixty (60) consecutive days, Company and Contractor shall
meet and discuss the most appropriate course of action in the circumstances. If after a further
period of thirty (30) days the parties have not agreed on an appropriate course of action but the
parties do agree in writing that the event of force majeure is unlikely to end in the foreseeable
and near future and as a result thereof, the fulfilment by the parties of their obligations under
the Contract will continue to be delayed, hindered, interfered with or prevented, Company shall
either terminate the Contract or any relevant Call-Off, by giving not less than fourteen (14) days
written notice.
5.3. Inclement Weather
5.3.1. In the event of Inclement Weather, Contractor shall be liable for all costs incurred by Contractor,
including but not limited to:
a) protecting the Services;
b) repair and rectification of the Services;
c) re-establishment of temporary Facilities;
d) delay in completion of the Services; and
e) subsequent resulting effects on the Services.
5.3.2. Contractor shall not be liable for the extent to which the Services are delayed because of
Inclement Weather provided always that Contractor has taken all reasonable steps to protect the
Services and mitigate the effects of the Inclement Weather. Under no circumstances shall
payment be made for the financial impact on either party of the Inclement Weather.
5.4. Performance Correction
5.4.1. Where Company has found the Services or part thereof or any rework, performed by Contractor
not to have been performed in accordance with the Contract, Contractor shall be in default.
5.4.2. Company shall detail in writing the specific nature of the failure to perform and the Article(s) and
Section(s) of the Contract that contain the obligation(s) that Contractor has failed to meet.

5.4.3. Within five (5) calendar days after receipt of such written notice, or any other reasonable period
specified by Company, Contractor shall at its own expense and risk, re-perform that part of the
Services which has not been performed in accordance with the Contract, including the repair
and/or replacement of any defective Equipment and Materials.
5.4.4. In the event Contractor is unwilling, unable or fails to commence such performance or re-
performance within the period specified in Article 5.4.3, Company may engage a Third Party or
Other Contractor to perform that part of the Services which has not been performed or re-
performed in accordance with the Contract without prejudice to any other rights or remedies
Company may have under the Contract.
5.4.5. Where Company, under Article 5.4.4, engages such Third Parties or Other Contractors to perform
the Services, Company shall not pay Contractor for the deficient Services and Contractor shall
reimburse Company payments made for deficient Services, and in addition Contractor shall be
liable for any additional costs reasonably incurred by Company (including the Services performed
by Third Parties or Other Contractors) as a direct result of the failure to perform by Contractor
provided, however, that the maximum amount of such additional costs for which Contractor shall
be liable, shall be limited to an amount no greater than the original cost of such portion of the
deficient Services which were remedied.
5.4.6. Notwithstanding Company’s rights under Article 5.4.4 and 5.4.5, in the event of default Company
may issue a notice of termination.
6.0 Instructions and Variations to Contract
6.1. Instructions
6.1.1. Without prejudice to the Contract or, where applicable, any bond or guarantee, Company shall,
at its sole discretion, be entitled to instruct any alteration, cancellation or deletion to the form,
scope, specification, quality or quantity of any Purchase Order or the Services including, without
limitation, alterations to HSE requirements (each, an Instruction).
6.1.2. Without prejudice to Contractor’s right to request a Variation to Contract to adjust the Contract
Rates or extend the completion date in accordance with the provisions of this Article, Contractor
shall immediately proceed to carry out such Instruction and shall provide all Equipment and
Contractor Personnel necessary to do so.
6.1.3. Contractor shall be entitled to reimbursement of properly substantiated additional payments and
direct costs, if any, resulting from the issue of an Instruction. Such additional payments shall be
valued using the Rates stated in the Contract. If the said Rates are not applicable, Contractor’s
compensation shall be mutually agreed upon in writing by the parties. In both cases, Contractor
shall issue an estimate in writing to Company of the additional costs of compliance with the
Instruction. This estimate shall, if possible, be issued prior to carrying out the Instruction, but in
any event shall be issued as soon as reasonably practicable.
6.1.4. Instructions should be issued in writing. However, if Company considers it necessary to issue an
Instruction verbally, Contractor shall immediately comply with such verbal request. Where
Company confirm a verbal request in writing, either before or after carrying out the Service, this
shall be deemed an Instruction. If Company does not confirm such a verbal request in writing
within seven (7) days then Contractor shall so confirm within a period of seven (7) further days
and shall obtain Company’s written agreement which shall be deemed an Instruction.
6.2. Variations to Contract
6.2.1. Instructions to perform Services in accordance with the Contract shall not require a Variation to
Contract, but if the Instruction requires a change to the terms and conditions of the Contract, a
Variation to Contract shall be issued. Variations to Contract agreed by both parties in accordance
with Section C8 shall be the only valid manner of amending the Contract.
7.0 Equipment & Materials

7.1. Company Provided Items
7.1.1. In respect of Company Provided Items, Contractor shall:
a) receive, load, transport to the Site and unload unless otherwise stated in the Contract;
b) on taking delivery from Company, inspect to ensure its conformity with Contract requirements
and specifications. Contractor shall immediately notify Company of any default in writing and
if no written notification of default is issued to Company before Contractor endorses the
receipt of Company Provided Items, then Company Provided Items shall be deemed complete

and undamaged and Contractor shall be liable for any damage or shortage identified at a
later date;
c) maintain and store in a proper manner, keep a true and accurate inventory and submit an
updated copy to Company monthly or at Company's request;
d) carry out all normal cleaning and preparing prior to incorporation or use in the Services;
e) maintain, operate and use strictly in accordance with Manufacturer’s recommended
instructions and industry practice and regulations. Except as otherwise detailed in the
Contract, Contractor shall provide all required consumables and spare parts, including oil and
fuel, for such maintenance and operation or use to the approval of Company.
7.1.2. Contractor shall account to Company for the use of Company Provided Items and for any
discrepancies between the monthly inventory report and Company Provided Items supplied and
used. The quantities of Company Provided Items issued by Company for a particular work or
Service shall be inclusive of a reasonable waste content. In the event that Contractor shall require
additional quantities of such Company Provided Items due to excessive wastage resulting from
bad workmanship or incorrect use, loss or damage, the cost of such additional Company Provided
Items shall be charged to Contractor. Contractor shall allow in the Rates for all cutting and
adapting of Company Provided Items for incorporation in the Services.
7.1.3. Company Provided Items listed in the Contract shall at all times remain the property of Company,
irrespective of where such Company Provided Items are physically located or stored. However,
risk of such Company Provided Items will pass to Contractor from the moment Contractor has
taken delivery of such Company Provided Items.
7.1.4. Prior to the Termination Date, Contractor shall, within a period specified by Company, return all
surplus Company Provided Items properly labelled and documented in accordance with
Company's requirements to Company storage yard of issue.
7.2. Specifications
7.2.1. All Materials and/or Equipment shall conform to the requirements and specifications as provided
in the Contract or, if no such requirements or specifications exist, are subject to approval by
Company and, where Company does not exercise such right of approval, conform to standards
generally accepted in the petroleum industry and gas field practice.
7.2.2. If, in the opinion of Company any Materials and/or Equipment is not, or is no longer, in accordance
with such requirements or specifications then Contractor shall at the option of Company, either
make adequate repairs or arrange for immediate replacement. If, in the opinion of Company, the
execution of the Services is slowed down or delayed due to insufficient or below standard
Materials and/ or Equipment, then Contractor shall provide the necessary additional Materials
and/ or Equipment to recover such delays at no additional cost to Company.
7.3. Import and Export
7.3.1. Contractor shall gather all information relevant to import, export and any other documentation
required and subsequently obtain the import and export and other licenses required for the
importation into and use in the Sultanate of Oman of Equipment and Materials to be supplied by
Contractor and made available from sources outside the Sultanate of Oman. Contractor shall
ensure that applications, including all necessary supporting documents for such import, export
and other licenses, are submitted to the appropriate Omani authorities in sufficient time before
the licenses are required. Unless otherwise stated, all Equipment imported by Contractor shall
be imported in accordance with any procedures for importation of materials and equipment
specified in the Contract. Contractor shall be responsible for the due and timely importation,
clearance, handling, off-loading, storage and transportation to Site of the Equipment.
7.4. Not used
7.5. National Products and Products of GCC Origin
7.5.1. Where available, Contractor shall use or cause to be used National Products and, where these
are not sufficient or not available, Products of GCC Origin, provided that both shall meet the
pricing, quality and delivery conditions of the Contract.
7.5.2. In relation to price, Contractor shall use National Products, where available, provided they are
not more than ten percent (10%) higher in price than equivalent Foreign Products and shall use
Products of GCC Origin, where available, provided they are not more than five percent (5%)
higher in price than equivalent Foreign Products.

7.5.3. Contractor shall be responsible for ascertaining whether Materials are National Products, Products
of GCC Origin or Foreign Products and shall indemnify and hold Company harmless in respect of
any fine levied for breach of any law or government regulations relating to such products.
7.5.4. At the request of Company, Contractor shall provide a list for Company's approval of all National
Products and Products of GCC Origin if any such products are to be utilised in the performance
of the Contract.
8.0 Inspection Testing and Warranty

8.1. General
8.1.1. Company shall have the right, but not the obligation, at any time to inspect, test and examine
the Equipment to be furnished by Contractor or any Subcontractor, as well as the Services or any
part thereof. No such inspection, testing and examination shall relieve Contractor from its
obligations under the Contract.
8.1.2. Company shall only recognise inspections and certifications as required in the Contract that have
been performed by a Company approved inspection company.
8.1.3. Company shall have the right to reject any or all Materials and Equipment, or any of the Services,
which do not conform to the Contract. Contractor shall promptly remove any such rejected
Equipment and Services from the Site and replace or re-perform same, as the case may be,
without cost to Company. Failure of Company to reject any Equipment or part of the Services
shall not prejudice Company from subsequently disapproving them.
8.1.4. Any Services to be performed by Contractor in connection with inspection, testing, examination
or rejection shall not entitle Contractor to any additional payment.
8.1.5. Contractor shall, at its own cost, carry out or cause to be carried out all examinations, tests and
measurements which are specified in the Contract or which may reasonably be required by
Company to determine the quality or quantity of any Equipment supplied or any part of the
Services performed by Contractor.
8.1.6. Contractor shall, if requested by Company in writing, search for the cause of any defect,
imperfection or fault appearing during the progress of the Services or during the Warranty Period.
If such defect, imperfection or fault shall be one for which Contractor is liable, the cost of all
searching and investigation shall be borne by Contractor and Contractor shall in such case repair,
rectify and make good such defect, imperfection or fault at its own expense.
8.1.7. If such defect, imperfection or fault shall be one for which Company is liable, the cost of searching
shall be borne by Company and any repairs necessary to rectify and make good such defect,
imperfection or fault shall also be borne by Company.
8.2. Warranty for the Materials
8.2.1. Contractor guarantees that the Materials shall be free from defects, failures and other such
deficiencies including, but not limited to, deficiencies due to poor or faulty design, poor or faulty
workmanship, other than deficiencies shown to be attributable to Company, Force Majeure or
Third Parties.
8.2.2. In the event that during the Warranty Period the Materials or any part thereof suffer from any
defect, failure or deficiency as defined in Article 8.2.1 Company shall notify Contractor, stating
the defect, failure or deficiency which Contractor shall promptly replace at its own expense.
8.2.3. In the event that rectification of the deficiency involves the replacement or modification of the
Materials the Warranty Period for such replaced or modified Materials shall be extended by a
period equal to the original Warranty Period, if necessary repetitively.
8.2.4. If a Subcontractor has undertaken towards Contractor any continuing obligation extending for a
period exceeding that of the Warranty Period, then Contractor shall, at the end of the Warranty
Period, notify Company of such continuing obligation and assign to Company the benefit of that
obligation, in respect of such extended period.
8.2.5. Where relevant, Contractor shall ensure that any required rectification work is carried out in
accordance with the Manufacturers’ instructions, under proper supervision, and using original
Manufacturers’ replacement parts.
9.0 Suspension and Termination

9.1. Suspension of the Services

9.1.1. Company may, by a written order, instruct Contractor to suspend the Services or any part of the
Services for the period and in the manner that Company considers necessary. Contractor shall
cease work on said part of the Services on the effective date of suspension, but shall continue to
perform any unsuspended part of the Services. During such suspension, Contractor shall properly
protect and secure the Services so far as is necessary in the opinion of Company.
9.1.2. Company shall pay all reasonable costs incurred by Contractor in giving effect to the suspension
order, unless the suspension is:
a) necessary because of Force Majeure; or
b) necessary for the proper execution of the Services, or any part thereof; or
c) necessary because of negligence, error or other default on the part of Contractor; or
d) necessary for the health or safety of Company and/or Contractor Personnel, Third Parties or
for the protection of the Services, Company property or the environment; or
e) otherwise provided for in the Contract.
9.1.3. Company may, at any time, authorise resumption of the suspended part of the Services by
notifying Contractor of the part of the Services to be resumed and the effective date of withdrawal
of the suspension. The Services shall be promptly resumed by Contractor after receipt of such
notification.
9.2. Termination of the Contract
9.2.1. Unless otherwise explicitly provided for in the Contract, the Contract shall terminate on: (a) the
Expiry Date without any notice being required; or (b) on the date of early termination, if any, in
accordance with the provisions of this Article 9.2, whichever is earlier.
9.2.2. Company shall have the right at any time and at its absolute discretion to terminate the Contract
by giving Contractor notice of such termination. Such notice shall become effective: (a)
immediately on the date specified in such notice; or (b) on such later date or after completion of
such work in progress as may be specified by Company in such notice.
9.2.3. If Company takes over the Services pursuant to Article 10.0 then, upon completion of the Services
by Company or its nominee or at such earlier date as Company considers appropriate, Company
shall inform Contractor, if applicable, that any Equipment, which is owned or was in use by
Contractor and which was taken over by Company pursuant to this Article, is held available for
Contractor at such place as is indicated by Company. Contractor shall thereafter without delay
remove or arrange for the removal of such Equipment from such place. The costs of removal and
demobilisation of such Equipment shall be for Contractor's account.
9.2.4. In the event of a notice of termination being given by Company, Contractor shall immediately, or
upon such other date as is specified in such notice, terminate its performance of the Services and
shall assign to Company or its nominee all rights and titles relating to the Services which
Contractor may directly or indirectly have acquired vis-à-vis Third Parties. In addition, Contractor
shall take all such further steps as are necessary to enable Company or its nominee to take over
Contractor's position in the performance of the Services with the least possible disruption, all in
accordance with Company's instructions.
9.2.5. Notwithstanding the expiry or early termination of the Contract, Contractor shall not abandon any
Services in progress and shall complete such Services in accordance with Company's instructions.
The terms and conditions of Contract shall remain in full force and effect during the period
required to complete these Services.
9.2.6. In the event of Contractor entering into a voluntary or involuntary scheme of arrangements or
composition with its creditors or being adjudged bankrupt, or applying for a legal moratorium of
payments or undertaking or becoming subject to any analogous form of proceedings under the
laws of any jurisdiction or in the event of any other factual or legal measures to the effect that
Contractor should lose at any time the facility of freely controlling, or of freely disposing of any
substantial part of its assets or other facilities, or if, in the opinion of Company, Contractor is
likely to be subject to such type of action then Company may issue notice of termination, without
prejudice to any rights or remedies which Company may have under the Contract.

9.2.7. Company shall be entitled to terminate the Contract and to recover from Contractor the amount
of any loss or damage resulting from such a termination if Contractor, any Subcontractor,
Contractor Personnel or representative of Contractor or any Subcontractor, with the intention of
obtaining an improper business advantage, either, enters into any business arrangements, or,
pays any commissions or fees, or grants any rebates to, or gives any gifts or entertainment to,
any officers, employees or agents of Company, or, commits any other act with such an intention.
9.2.8. Company shall be entitled to terminate the Contract in accordance with Article 5.2.7.
9.3. Early Termination Fee
9.3.1. If Company terminates the Contract before the Expiry Date, Contractor shall be paid an Early
Termination Fee if such fee has been specified in Section C5, provided the termination is not in
consequence of Article 5.4 (performance correction), Article 9.2.6 (bankruptcy etc.), Article 9.2.7
(improper business conduct), Article 9.2.8 (Force Majeure), breach of Article 14.0 (In Country
Value, Omanisation & National Product), or of Company exercising a specific right to terminate
the Contract (other than a termination for convenience pursuant to Article 9.2.2).
9.3.2. The Early Termination Fee shall be deemed to cover all of Contractor's direct and consequential
costs and losses and loss of profit resulting from or in connection with the termination, including
but not limited to additional costs in demobilising Equipment and Contractor Personnel, and shall
be in full and final settlement of any and all claims the Contractor and/or any Subcontractor (of
any tier) may have in respect of such termination.
9.3.3. The Early Termination Fee shall be payable to Contractor after Company has certified that
demobilisation has been satisfactorily completed.
9.3.4. If upon termination of the Contract the payments previously made to Contractor exceed the total
payment to which Contractor is entitled, as calculated in accordance with this Article and after
deduction of any amounts due to Company, then Contractor shall repay the excess to Company
within ninety days (90) days of receipt of a specified invoice, failing which Company may, if
applicable call on the performance bond.
9.3.5. No Early Termination Fee shall be payable if termination takes place during any extension of the
originally awarded contract period.
9.4. Survival of Terms and Conditions
9.4.1. Termination of the Contract shall not relieve the parties of any continuing obligations and liabilities
under the Contract including, but not limited to, Articles 8.0, 12.0, 13.0, 15.0, 22.0, and 23.0.
These terms shall survive for ten (10) years.
10.0 Take Over of the Services

10.1. Contractor shall allow Company upon suspension or termination due to Contractor default as
described in Article 5.4, to take over the Services actually undertaken and any unused Materials
required by Company. Contractor shall assign to Company any rights, titles and contractual
benefits in and deliver to Company any data prepared in connection with the Services as Company
deems requisite in order to be able to conduct its operations. Company shall reimburse Contractor
at the prices specified in Section C5 or, when not specified, at cost for the Materials taken over.
10.2. Company shall be entitled in an Emergency and at its own discretion to take over from Contractor
the supervision and direction of Contractor Personnel and to perform the Services. In such case,
Company shall immediately notify Contractor of its action and shall within three (3) days confirm
such notice in writing, setting forth the reasons for the said action.
10.3. In such event, Company shall pay Contractor in accordance with the terms of the Contract, on a
unit Rate basis in accordance with those Rates given in Section C5 as if Contractor were
completely performing the Contract.
10.4. Contractor shall continue to be liable and indemnify Company in accordance with the provisions
of this Contract.
11.0 Rates and Payment

11.1. Contractor shall be deemed to have satisfied itself on (and taken account in its Rates for):
a. all the conditions and circumstances affecting the Rates;
b. carrying out the Services as described in the Contract;
c. the general circumstances and conditions at Site; and

d. general labour requirements and restrictions.

11.2. The Rates shall cover the performance of the Services and all other obligations of Contractor and
all costs incurred by Contractor for and in connection with the Services and shall be fixed for the
duration of the Operational Period, except where explicitly stated otherwise in the Contract.
11.3. Except where it is explicitly provided that Company shall carry out an obligation under the
Contract at its own cost, all things required to be supplied or performed by Contractor under the
Contract shall be at Contractor's cost.
11.4. If Company shall dispute any item on any invoice in whole or in part or if the invoice is prepared
or submitted incorrectly in any respect, Company shall pay only the undisputed portion of a
disputed invoice and advise Contractor as soon as possible of the reasons for such dispute.
11.5. Neither the presentation nor payment of an individual invoice shall be irrevocable or constitute a
settlement of a dispute, or otherwise waive or affect the rights of the parties hereunder.
11.6. Within ninety (90) days of receipt of the correctly prepared and adequately supported invoice
Company shall pay the amount of such invoice into a nominated bank account of Contractor,
provided Contractor has submitted such invoice in accordance with the provisions of this Article
and Section C8.
11.7. In the event Contractor submits a correctly prepared and adequately supported invoice later than
ninety (90) days from the date the Services were completed the payment period of Article 11.6
shall not apply.
11.8. All payments made by Company to Contractor shall be made by bank transfer to Contractor’s
nominated bank account. Contractor’s nominated account shall be in the name of and solely
owned by Contractor.
11.9. Notwithstanding anything herein contained, Company shall always have the right to set-off
against any payment which may be due or become due to Contractor any moneys which may be
owing or payable by Contractor to Company or recoverable by Company from Contractor whether
under this Contract or otherwise.
11.10. If a dispute connected with the Contract exists between the parties Company may hold from any
money which becomes payable either the equivalent of Company's estimated value of the portion
of the Services which is under dispute or the amount which is the subject of the dispute.
11.11. If Company at any time incurs costs which, under the Contract, Company is entitled to recover
from Contractor, Company may invoice for such costs which shall be a debt due from Contractor
to Company.
11.12. Contractor shall pay Company for such costs within ninety (90) days of receipt of an invoice for
such costs.
12.0 Duties and Taxes

12.1. All rentals, royalties, fees, charges, taxes, levies, import or export or other duties, authorisations,
approvals, permits, consents and licenses of whatever nature required to be paid in connection
with either the Services or the payment of the Rates or Contractor Personnel, shall be borne by
Contractor and Contractor shall indemnify and hold harmless Company accordingly. It shall be
Contractor's responsibility to investigate and establish its liability for all taxes, levies, charges
etcetera, which may be applicable to or be levied in connection with this Contract.
12.2. Where Contractor claims to be exempted from any statutory deductions, it shall inform Company
and provide any necessary documentation to support its case, including a certificate of exemption
from the relevant authority. Where Contractor cannot demonstrate to Company's satisfaction that
Contractor is exempt, Company shall not be liable to Contractor or any other person or body in
the event that Company applies the statutory deduction according to the relevant laws or
regulations.
13.0 Right to Audit

13.1. For the purpose of reviewing and verifying the quantities and cost of reimbursable items and of
items charged by specified Rate, and for any other reasonable purpose, Company or its authorised
representatives shall have access at all reasonable times to all Contractor Personnel, books,
records, correspondence, instructions, plans, drawings, receipts, vouchers and memoranda of

both Contractor and any Subcontractor pertaining to the Services. Company or its authorised
representatives shall have the right to reproduce and retain copies of any of the aforesaid
documents.
13.2. Company or its authorised representatives shall have sufficient access to any Rate information to
satisfy themselves that no Services that are supposed to be included in the Rates of Contractor
are invoiced as directly reimbursable costs and that all the Services that are required to be
provided in the Rates are so provided. If any costs are in dispute and Contractor refuses to
provide access, such costs shall be deemed to be included in the Rates and shall not be allowable
as reimbursable costs.
13.3. The above audit rights of Company shall continue for a minimum period of two (2) years after
the Termination Date/Expiry Date, or as required by law (whichever is longer), and Contractor
shall preserve and shall cause its Subcontractors to preserve all documents for the same period.
13.4. Company shall have the right to subject all or part of Contractors or Subcontractor’s Facilities,
Equipment, Contractor Personnel and Subcontractor Personnel employed and operations
undertaken in the performance of the Services, to technical, safety and environmental audits as
considered necessary by Company.
13.5. Contractor shall cause his Subcontractors to give Company the audit rights set out in this Article
13.0.
13.6. Nothing in this Article 13.0 shall require disclosure of Contractor’s trade secrets or proprietary
information without Company signing a secrecy agreement limited to non-disclosure of any such
trade secrets or proprietary information.
14.0 In Country Value (ICV), Omanisation & National Product

14.1. In Country Value
14.1.1. Company requires Contractor and its Subcontractors to give preference to Omani personnel,
Materials and or Equipment and Services if the quality, availability and safety are comparable with
their non-Omani equivalents as further specified in Section C7.
14.2. Omanisation of Contractor Personnel
14.2.1. Contractor shall comply with, and shall cause its Subcontractor(s) to comply with, all applicable
laws and regulations of the Sultanate of Oman governing the engagement and employment of
Contractor Personnel and, in particular, those related to Omanisation (the Laws). Nothing
contained in this Article shall contradict or relieve Contractor from any statutory obligation in
accordance with the Laws.
14.2.2. In the event of conflict between the provisions of this Article, the Laws, the stipulations and
guidelines published by OPAL, with regard to Omanisation, the most stringent of these shall
prevail.
14.2.3. For the avoidance of doubt, Omanisation of any position, or an Omanised position shall not be
deemed complete until training of the Omani individual has been finalised and the relevant
expatriate Contractor Personnel has transferred from the position and has forfeited all duties and
responsibilities for the position to the Omani individual.
14.3. Liquidated Damages
14.3.1. In the event Contractor fails to comply with its ICV or Omanisation obligations as required by the
Laws, the stipulations and guidelines of OPAL, and/or the Contract, Company shall have the right
to suspend the Services or terminate the Contract and to levy the Liquidated Damages stipulated
in Section C5 and/or Section C7. Except in the event that Company has granted Contractor an
express exemption in writing, Contractor shall include the entirety of this Article 14, mutatis
mutandis, in any Subcontract.
14.4. National Products and Products of GCC Origin
14.4.1. Where available, Contractor shall use or cause to be used National Products for Equipment and/
or Materials and, where these are not sufficient or not available, Products of GCC Origin, provided
that both shall meet the quality and delivery conditions of the Contract.
14.5. Maintenance of Employment Records, etc

14.5.1. Contractor shall keep up-to-date all records related to Omani and non-Omani Contractor
Personnel employed under the Contract. Such records shall include but not be limited to payroll
data, Contractor Personnel files, and wage/job cards. Company shall have the right of access to
all information held by Contractor and the Subcontractors concerning the Omani Personnel and
Omanisation performance.
14.5.2. All costs of Omanisation shall be included in the Contract Rates, including but not limited to:-
salaries, work/leave schedules, allowances, transportation costs, merit increases, promotions,
final settlements, training, as well as social security contributions etc.
15.0 Liabilities and Indemnification

15.1. Property and Personal Injury
15.1.1. Contractor shall be responsible for and shall save, indemnify, defend and hold harmless Company
Group from and against all claims, losses, damages, costs (including legal costs), expenses and
liabilities in respect of:
a) subject to Article 15.2.1, loss of or damage to any property of Contractor Group whether
owned, hired, leased or otherwise provided by Contractor Group arising from or relating to
the performance of the Contract;
b) personal injury including death or disease to any person who is a member of Contractor
Group arising from or relating to the performance of the Contract; and
c) subject to any other express provisions of the Contract, personal injury including death or
disease or loss of or damage to the property of 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
otherwise) of Contractor Group.
15.1.2. Company shall be responsible for and shall save, indemnify, defend and hold harmless Contractor
Group from and against all claims, losses, damages, costs (including legal costs), expenses and
liabilities in respect of:
a) loss of or damage to the property of Company Group excluding Materials, whether owned,
leased or otherwise obtained under arrangements with financial institutions and provided by
Company Group arising from or related to the performance of the Contract;
b) personal injury including death or disease to any person who is a member of Company Group
arising from or relating to the performance of the Contract;
c) subject to any other express provisions of the Contract, personal injury including death or
disease or loss of or damage to the property of 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
otherwise) of Company Group.
15.2. Downhole Equipment
15.2.1. Notwithstanding the provisions of Article 15.1.1a) a) Company shall reimburse Contractor in
respect of loss of or Damage Beyond Repair to Equipment which occurs whilst in-hole below the
rotary table, except to the extent that such loss or damage is caused by the negligence or breach
of duty (whether statutory or otherwise) of Contractor Group.
15.2.2. Details on the calculation of the reimbursement amount are included in Section C5. The
reimbursement amount shall reflect the depreciated value of, and fair wear and tear to, such
Equipment.
15.2.3. Contractor shall notify Company in writing within twenty (20) days of the date of the recorded
loss or return of Equipment to Contractor, as applicable, giving full details of any loss and/or
damage to such Contractor Equipment.
15.3. Radioactive Sources
15.3.1. Except as provided by Article 15.1.2, Contractor shall be responsible for and shall save, indemnify,
defend and hold harmless Company Group from and against all claims, losses, damages, costs
(including legal costs), expenses and liabilities resulting from the use by Contractor Group of
radioactive tools downhole or any contamination there-from (including retrieval and/or
containment and clean up) to the extent that such losses are caused by the negligence or breach
of duty (whether statutory or otherwise) of Contractor Group. Contractor’s liability arising under
Article 15.3.1 shall be limited to one million five hundred thousand U.S. Dollars (USD 1,500,000)
per occurrence.

15.3.2. Except as provided by Articles 15.1.1 a) and 15.1.1 b), Company shall be responsible for and shall
save, indemnify, defend and hold harmless Contractor Group from and against all claims, losses,
damages, costs (including legal costs), expenses and liabilities in excess of Contractor’s limit of
liability for radioactive sources as specified in Article 15.3.1.
15.4. Contractor Responsibility for Pollution
15.4.1. Notwithstanding the provisions of Article 15.1.2 c), and except as provided by Articles 15.1.2 a),
15.1.2 b) and 15.3.2, Contractor shall be responsible for and shall save, indemnify, defend and
hold harmless Company Group, from and against all claims, losses, damages, costs (including
legal costs), expenses and liabilities, arising from pollution and/or contamination, including the
control and removal thereof, originating from or relating to the performance of the Contract where
such pollution and/or contamination:
a) occurs on the premises of Contractor Group;
b) originates from Equipment whilst on Contractor Group provided transportation between the
premises of Contractor Group and the Site;
c) emanates from Equipment located at the well location above the rotary table; or
d) originates from Equipment whilst on Company provided transportation to the extent that such
losses are caused by the negligence or breach of duty (whether statutory or otherwise) of
Contractor Group.
15.4.2. Notwithstanding the provisions of Article 15.1.1 c) and except as provided by Articles 15.1.1 a)
and 15.1.1 b) Company shall save, indemnify, defend and hold harmless Contractor Group from
and against all claims, losses, damages, costs (including legal costs), expenses and liabilities in
respect of Article 15.4.1 c) in excess of Contractor’s limit of liability of five million U.S. Dollars
(USD 5,000,000) per occurrence.
15.5. Company Responsibility for pollution
15.5.1. Notwithstanding the provisions of Article 15.1.1 c) and except as provided by Articles 15.1.1 a),
15.1.1 b), 15.3.1 and 15.4.1, Company shall be responsible for and shall save, indemnify, defend
and hold harmless Contractor Group, from and against all claims, losses, damages, costs
(including legal costs), expenses and liabilities arising from pollution and/or contamination
including without limitation such pollution or contamination emanating from the reservoir and/or
from any property of Company Group arising from or related to the performance of the Contract.
15.6. Company Responsibility for the well and reservoir
15.6.1. Except as provided by Articles 15.1.1 and 15.4.1, but notwithstanding any provision to the
contrary elsewhere in the Contract, Company shall be responsible for and shall save, indemnify,
defend and hold harmless Contractor Group, from and against all claims, losses, damages, costs
(including legal costs), expenses and liabilities in respect of:
a) loss of or damage to any well or hole (including without limitation the cost of re-drill and any
associated materials and services);
b) fire, explosion, blowout, catering, seepage, or any other uncontrolled flow from surface or
subsurface of oil, gas or water from wells (including without limitation the costs to control a
wild well and the removal of debris); and
c) damage to any reservoir, geological formation or underground strata or the loss of oil, gas,
water or other minerals or liquids there-from;
arising from or relating to the performance of the Contract.
15.7. Company Participation
15.7.1. Without relieving Contractor of any obligations hereunder, it is agreed that Company may take
part to any degree necessary, as deemed by Company in its capacity as operator and/or service
provider under the Qarat Small Fields (QSF) Service Agreement in the control and removal of any
pollution or contamination which is the responsibility of Contractor under the foregoing provisions
and Contractor shall reimburse Company for the reasonable cost thereof, subject to any limitation
above provided, upon the receipt of billing from Company. Initiation of cleanup operation by
either party shall not be construed as an admission or assumption of liability.
15.8. Exclusions and Indemnities

15.8.1. All exclusions and indemnities save for those under Articles 15.1.1 c), 15.1.2 c), 15.2.1, 15.3.1
and 15.4.1 c) given under this Article 15.0 and Article 15.11 shall apply irrespective of cause and
notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the
indemnified party or any other entity or party and shall apply irrespective of any claim in tort,
under contract or otherwise at law.
15.8.2. If either party becomes aware of any incident likely to give rise to a claim under the above
indemnities, it shall notify the other and both parties shall co-operate fully in investigating the
incident.
15.9. Mutual Waiver and Indemnity
15.9.1. Commencing from the effective date on which any Other Contractor became bound by an article
effectively containing the same undertaking toward Contractor Group as detailed in Articles
15.9.1, 15.9.2 and 15.9.3, in any contract which any Other Contractor has entered into with
Company, and for the duration that such provisions are enforceable, Contractor shall be
responsible for and shall save, indemnify, defend and hold harmless such Other Contractor Group
from and against all claims, losses, damages, costs (including legal costs), expenses and liabilities
in respect of:
a) loss of or damage to any property provided by Contractor Group whether owned, hired,
leased or otherwise provided by Contractor Group;
b) personal injury including death or disease to any person who is a member of Contractor
Group; and
c) any consequential loss sustained by Contractor Group. For the purposes of this Article 15.9.1
c) the expression “consequential loss” shall include, but not be limited to, indirect losses
and/or loss of production, loss of product, loss of use and loss of revenue, profit or anticipated
profit, whether or not such losses were foreseeable at the time of entering into the Contract,
arising from or relating to the performance of the Contract.
15.9.2. All exclusions and indemnities given under Article 15.9.1 shall apply irrespective of cause and
notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the
indemnified party or any other entity or party and shall apply irrespective of any claim in tort,
under contract or otherwise at law.
15.9.3. All Contractor’s insurances shall be endorsed to provide that underwriters waive any rights of
recourse, including in particular, Subrogation rights against Other Contractor Group to the extent
of the obligations assumed by Contractor herein.
15.10. War and Confiscation Risk
15.10.1. Company and Contractor acknowledge that their responsibilities and indemnities include explicitly
the events of:
a) war, insurrection, civil commotion, hostilities (whether or not war be declared or civil war
recognised) sabotage, violence, seizure, riot, rebellion, blockage, revolution and embargo, by
whomsoever carried out and/or in any case; and
b) nationalisation, expropriation, confiscation, sequestration and any other orders and/or acts
of any competent authority or any purported authority which affects the liberty or the rights
in property of persons generally or that of Company and/or Contractor specifically.
15.11. Consequential Loss
15.11.1. Notwithstanding any provision to the contrary elsewhere in the Contract and except to the extent
of any agreed liquidated damages (including any predetermined termination fees) provided for in
the Contract, Company shall save, indemnify, defend and hold harmless Contractor Group from
Company Group’s own Consequential Loss and Contractor shall save, indemnify, defend and hold
harmless Company Group from Contractor Group’s own Consequential Loss.
15.11.2. For the purposes of Article 15.11 the expression “Consequential Loss” shall mean indirect
losses and/or loss of production, loss of product, loss of use and loss of revenue, profit or
anticipated profit and/or any indirect or consequential loss under applicable law, arising from or
related to the performance of the Contract and whether or not any such losses were foreseeable
at the time of entering into the Contract.
15.12. Extent of Indemnities

15.12.1. The indemnities given in favour of a party under this Contract shall cover all sums incurred in
satisfaction of the judgement of any court of law, and all sums including costs, legal fees and
expenses incurred in dealing with settling or forestalling any claims or demands made against the
indemnified party.
15.13. Notification
15.13.1. Contractor shall immediately notify Company of all incidents which involve the possibility of any
of the indemnities in this Article 15.0 being activated and shall send such notification to the
Contract Holder at the address shown in Section C1.
15.14. Accuracy of Data
15.14.1. Contractor’s interpretation of well or other related data is a matter of opinion on which
professional geophysicists or analysts may differ. Accordingly Contractor does not warrant the
accuracy or completeness of any data or interpretations, recommendations, reservoir or other
models based on such data or interpretations. Contractor does not accept responsibility for
decisions by Company on matters of policy regarding any subsequent operations.
16.0 Insurance by Contractor
16.1. Contractor shall, at its own expense, obtain and maintain as a minimum the insurances set out
in this Article 16 and ensure that they are in full force and effect throughout the Operational
Period. All such insurances shall be placed with reputable and substantial insurers (S&P or
equivalent rating of A+ or better), satisfactory to Company and Company shall not unreasonably
object to Contractor’s insurers, and shall for all insurances (including insurances provided by
Subcontractors) other than Employers Liability Insurance/Workmen's Compensation to the extent
of the liabilities assumed by Contractor under the Contract, include Company, and its Company
Affiliates as additional assureds.
16.2. All insurances required under this Article 16, or material changes to these insurances, shall be
endorsed by Company to provide that underwriters waive any rights of recourse, including in
particular Subrogation rights against Company and its Company Affiliates and Other Contractor
Group in relation to the Contract to the extent of the liabilities assumed by Contractor under the
Contract and to ensure other Contractual obligations have been met.
16.3. The provisions of this Article 16 shall in no way limit the liability of Contractor under the Contract.
16.4. The insurances required to be effected under Article 16 shall be as follows (to the extent that
they are relevant to the Services):
a) Employers liability and/or (where the jurisdiction of where the Services are performed or
under which the employees are employed require the same) workmen's compensation
insurance covering personal injury to or death of the employees of Contractor engaged in the
performance of the Services to the minimum value required by law;
b) General Third Party liability insurance for any incident or series of incidents covering the
operations of Contractor in the performance of the Contract, in an amount not less than five
million U.S. Dollars (USD 5,000,000) per occurrence and unlimited as to the number of
occurrences;
c) Third Party and passenger liability insurance and other motor insurance as required by
applicable jurisdiction;
16.5. All deductibles, exceptions and exclusions applicable to any insurance arranged by Contractor or
any Subcontractor of any tier shall be for the account of, and be paid by Contractor or
Subcontractor. Any loss arising from breach of conditions and/or warranties contained in such
policies of insurance shall also be for the account of Contractor.
16.6. Without limitation of Contractor’s obligations and responsibilities, if Contractor subcontracts any
part of the Services, the responsibility and insurance provisions of each Subcontract shall be
consistent with the Contract and Subcontractors need not carry any insurances, which would
duplicate any insurances provided by Contractor or Company.
16.7. Acceptance by Company of any insurer or terms of insurance proposed by Contractor shall not
relieve Contractor of any obligation or liability under or arising from the Contract or at law.
16.8. Within thirty (30) days from the Effective Date, Contractor shall furnish to Company certificates
of insurance for those insurances required by Article 16.0 giving evidence of the type and scope
of each insurance. Together with the certificates, Contractor’s insurers shall submit a statement

to Company stating that no insurance will be cancelled or materially changed for the Operational
Period without the insurer giving thirty (30) days prior written notice to Company. Such
certificates or notice shall be marked for the attention of the supply chain analyst.
16.9. Contractor shall cause the insurance policy stipulated in this Article 16.0 to contain a “Severability
of Interests” (Cross Liability) clause which states that, in the event of one insured party incurring
liability to any of the other insured parties, the insurance shall apply for the benefit of the party
against whom the claim is or may be made in the same manner as if separate policies had been
issued to each party.
16.10. Contractor shall fully indemnify Company Group against loss or damage arising out of any failure
to effect or maintain such insurances specified by the Contract or out of any act or omission,
which invalidates the said insurances.
16.11. Contractor shall notify Company immediately upon receipt of any notice of claims, incidents or
demands or of any situation, which might give rise to such claims, or demands being made under
the insurance policies. In addition, written notice shall be given not later than two (2) days after
the occurrence of any incident.
17.0 Representatives of the parties

17.1. The Contract Holder and Contract Manager shall be the persons named as such in Section C1,
Appendix 1.
17.2. The Contract Holder shall generally represent Company with respect to the Contract.
17.3. Only the Contract Holder and Company Personnel confirmed as such in writing by the Contract
Holder shall hold authority with relation to this Contract. Company Personnel shall only hold
authorities as confirmed by the Contract Holder. Variations, Instructions, information and
decisions from anyone else shall have no contractual force or validity.
17.4. The Contract Manager shall generally represent Contractor with respect to the Contract and the
Contract Manager and Contractor Personnel confirmed as such in writing by the Contract Manager
shall have the authorities that Contractor has under the Contract.
17.5. Subject to the requirements for Key Personnel outlined in Section C4, the parties shall have the
right to replace the Contract Holder and Contract Manager upon providing written notice to the
other party.
17.6. Persons representing Company shall at all times have access to the Sites.
18.0 Subcontractors
18.1. Company Approval
18.1.1. Approval by Company of a Subcontractor in no way relieves Contractor from the requirement to
satisfy itself as to the suitability and capacity of that Subcontractor to satisfactorily execute and
complete the Services in accordance with the Contract.
18.1.2. Contractor shall not be entitled to enter into a Subcontract for the performance of the whole of
the Services but shall, with the previous written consent of Company which shall not be
unreasonably withheld, have the right to enter into Subcontracts for the performance of parts of
the Services provided that the total of such parts of the Services do not amount to the whole or,
in Company’s opinion, a significant part of the Services.
18.1.3. Prior to entering into any Subcontract, Contractor shall submit to Company for approval full details
of the proposed Subcontractor, the part of the Services which shall be covered under the
Subcontract, the form of the Subcontract, any other details that Company shall request or specify
and, insofar as Company is required to separately reimburse Contractor the amounts paid to the
Subcontractor and the cost of the Subcontract.
18.1.4. With respect to Subcontracts placed by Subcontractors, Contractor shall ensure that such
Subcontracts shall only be placed with Company's prior written consent.
18.2. Subcontractor Considered as Contractor
18.2.1. Contractor shall ensure that each Subcontractor shall perform its part of the Services in
accordance with the Contract and afford Company the same rights as Contractor has afforded to
Company, regardless whether or not the pertinent provisions of the Contract specifically refer to
Subcontractors.

18.2.2. The existence of Subcontracts shall not relieve Contractor from any obligation under the Contract
and Contractor shall be responsible for the acts, defaults and neglects of any Subcontractor, its
personnel, agents and representatives as fully as if they were the acts, defaults or neglects of
Contractor, Contractor Personnel, agents, representatives, servants or workmen.
18.2.3. No Subcontract shall bind or purport to bind Company. Each Subcontract shall provide for the
possibility of its immediate termination in the event of termination of the Contract, and for
suspension in the event of suspension of the Services. Each Subcontract shall provide for the
right of assignment of the Subcontract to Company or its nominee in the event that Company
terminates the Contract.
19.0 Contractor Personnel
19.1. Suitability of Contractor Personnel
19.1.1. Contractor shall have complete charge of all Contractor Personnel and shall engage, and cause
any Subcontractor to engage, such number of Contractor Personnel as required to perform the
Services in accordance with the Contract. Contractor represents that every effort will be made to
minimise the turnover of Contractor Personnel.
19.1.2. Contractor warrants that all Contractor Personnel have the experience and capability to safely,
efficiently and expeditiously perform the Services. Contractor Personnel shall have such linguistic
skills as may be required for the fulfilment of their duties.
19.2. Replacement of Contractor Personnel
19.2.1. Contractor shall ensure that all Contractor Personnel have been trained sufficiently to perform
the Services to the standards required by the Contract. This training shall, as a minimum, include
training required by applicable law and the Contract. Contractor will provide certificates
evidencing such training if so required by Company. Contractor shall maintain records of all
training received prior to and during the Contract. In the case of safety and survival training for
Omani Contractor Personnel, written training material shall be issued and training shall be
conducted by Contractor in Arabic.
19.2.2. Contractor shall, immediately replace any member of Contractor Personnel whom Company either
refuses to allow access to the Site or to perform any part of the Services or requires to be removed
from the Site, provided that Company does not exercise such right unreasonably. Any Contractor
Personnel so replaced shall not be placed on any other Company work without prior written
approval of Company. Contractor shall be responsible for replacing such persons as soon as
possible but no later than thirty (30) days after the removal of such persons was requested by
Company.
19.3. Liability for Contractor Personnel
19.3.1. Unless otherwise expressly stated in the Contract, Contractor shall have full and exclusive
responsibility for the payment of all salaries, wages, commissions, allowances, pension premiums,
end of service benefits, medical treatment and medical termination benefits, redundancy
payments and other remuneration to Contractor Personnel and for the deduction of the applicable
taxes or other levies there from for remittance to the authorities concerned, and the Rates shall
be deemed to include all of the foregoing.
19.3.2. Contractor shall arrange, provide and maintain at its own expense the necessary visas and work
permits for Contractor Personnel.
19.3.3. Contractor shall maintain good industrial relations and shall provide Company on request with
information on all matters relating to conditions of employment of Contractor Personnel including
but not limited to rates of pay, allowances, amenities and overtime.
19.3.4. Except as otherwise explicitly provided in the Contract, Contractor shall provide accommodation,
messing and catering for Contractor Personnel in compliance with Section C9 and with such
regulations and requirements as may exist or be made by the government and/or local authorities.
20.0 Labour Relations

20.1. Without prejudice to the provisions of Article 24.1, Contractor shall comply, and shall cause its
Subcontractors to comply, with the laws and governmental regulations and with Company's
specified minimum requirements with respect to working conditions and terms and conditions of
employment.

20.2. All expatriate Contractor Personnel engaged in providing the Services shall be entitled to a
minimum basic salary for working the minimum number of hours, as set out in the applicable
laws and/or regulations of the appropriate governmental or regulatory body. This minimum salary
shall not be adjusted for any employer provided accommodation, messing or medical care, nor
shall it include for other allowances including but not limited to leave flights and agent’s fees
which shall all be paid or provided as additional amounts.
20.3. Contractor shall not deduct from the salaries of any Contractor Personnel any agency fees or
other commissions payable with respect to or in connection with the recruitment or employment
of any Contractor Personnel except where Contractor Personnel leaves Contractor's employment
within two months of being hired and the right to deduct such fees or commissions was agreed
in writing by such Personnel prior to the date of employment.
20.4. Notwithstanding any provision to the contrary in the Omani Labour Law, Contractor shall ensure
that each Contractor Personnel shall take his/her annual leave entitlement each year on the basis
of a minimum of fifteen (15) days for the first year of continuous services increasing thereafter
to thirty (30) days for each year of continuous service. Contractor shall also provide each
Contractor Personnel, as a minimum on an annual basis, with a return air ticket to the nearest
international airport to Contractor Personnel's town of origin in his base country. Contractor shall
not charge to or otherwise seek to recover the cost of such air ticket from any Contractor
Personnel.
20.5. Any failure of Contractor, any Subcontractor or Contractor Personnel to comply with this Article
or any instruction given hereunder by Company shall be considered a fundamental breach of
Contract and, without prejudice to any other rights that Company may have, Company may
terminate the Contract immediately upon notice in writing without compensation should
Contractor violate the provisions of this Article.
21.0 Laws, Permits and Regulations
21.1. Contractor shall observe and abide by and shall ensure that all Subcontractors and Contractor
Personnel shall observe and abide by all applicable laws, rules and regulations of the Sultanate
of Oman and of any governmental or regulatory body having jurisdiction over the Services, and
with the conditions of any authorisations, approvals, permits, licenses, consents and clearances
relating to the Services whether held by Contractor or Company.
21.2. Contractor shall be fully responsible for obtaining without delay such authorisations, approvals,
permits, consents, import and other licenses that are necessary for the performance of the
Services and shall be responsible for ascertaining whether any such necessary documentation is
held by Company.
21.3. Contractor shall, in all operations conducted with respect to performance of the Contract, ensure
that no violation of, or an infringement upon any rights of Third Parties takes place.
21.4. Contractor shall indemnify and hold Company harmless from and against any and all liability,
damages, claims, fines, penalties or other sanctions which may be imposed on Company as a
result of non-compliance by Contractor, any Subcontractor or any Contractor Personnel with this
Article.
21.5. If, as a result of change(s) of legislation which take effect in Oman after the Effective Date of the
Contract and could not have been foreseen by the party affected at the time of entering into the
Contract, Contractor can demonstrate that the annual cost of performing the Contract increases
or decreases by an amount equal to two percent (2%) or more of the total of amounts paid in
the previous year (or in the first year, where the increase or decrease occurs in the first year of
the Contract), then Company and Contractor shall in good faith negotiate and agree an
adjustment of the Contract Rates for the relevant period. For the purpose of this Article, legislation
means laws and decrees issued by His Majesty the Sultan of Oman and ministerial decisions and
regulations issued by the competent authorities pursuant to such laws and decrees, with the
exception of laws, decrees, ministerial decisions and regulations concerning corporation, income
or profit tax.
22.0 Ownership, Patents and Proprietary Rights

22.1. Ownership

22.1.1. For the purpose of Article 22.0, reference to Company shall include Company’s Affiliates, as
applicable.
22.1.2. Company shall retain title to all items and information provided by Company as applicable
including, but not limited to, Technical Information and materials and equipment.
22.1.3. Contractor shall ensure that all Equipment is free from all Liens and/or retention of title claims.
22.1.4. All items of Company property in the possession of Contractor shall be suitably marked or clearly
identified as the property of Company. As far as possible, all such items shall be segregated from
other property.
22.1.5. Title to all reports, test results and charts of whatever nature, in respect of Company’s wells,
including information on the geology and formations encountered in the well, that have been
created by Contractor in the performance of the Services shall vest in Company with effect from
the date of creation. Upon completion, suspension or abandonment of each well, or if earlier,
upon completion of Contractor’s Services in connection with such well, Contractor shall issue to
Company all above mentioned documents in its possession.
22.1.6. Article 22.1.5 is not intended to vest title in Company of reports, test results, and charts that are
solely related to the performance, functionality or efficiency of Equipment or techniques used by
Contractor.
22.1.7. At Company's request Contractor shall provide certificates of ownership, in a form acceptable to
Company, for any of the Materials referred to in this Article.
22.1.8. Ownership of Materials shall transfer to Company upon delivery. Delivery shall be as defined in
Incoterms 2000.
22.2. Liens, Attachments Etcetera
22.2.1. Contractor agrees that it will not claim any Lien or charge or the like on the Services or any
property of Company Group, in the possession of Contractor or, at the Site.
22.2.2. If at any time there shall be evidence of any Lien, attachment, charge or claim to which, if
established, the Services, Equipment, Material or Company Group’s property might be subjected
to, and which is made against Contractor or made by any Subcontractor against Company, then
Company shall notify Contractor promptly in order that Contractor may either remove or bond
the said Lien, attachment, charge or claim, failing which Company shall have the right to retain
out of any payment to be made under the Contract, an amount sufficient to indemnify Company
Group completely against such Lien, attachment, charge or claim. Should there prove to be any
Lien, attachment, charge or claim upon the property of Company Group after all payments
hereunder have been made, or where payments due to Contractor are not sufficient to completely
discharge such Lien, Contractor agrees to refund to Company all costs incurred by Company in
discharging any such Lien, attachment, charge or claim imposed on the property of Company
Group in consequence of the breach of Contractor. Contractor shall immediately notify Company
of any possible Lien, attachment, charge or claim, which may affect the Services or any part
thereof.
22.2.3. Without prejudice to the provisions of this Article 22.2, Contractor shall save, indemnify, defend
and hold harmless Company Group from and against all Liens, attachments, charges or claims by
Subcontractors, upon the Services, Equipment, Material or the property of Company Group in
connection with, or arising out of, the Contract. Except as provided in Article 22.2.2, Company
shall have the right to withhold the amount of any such Lien, attachment, charge or claim from
any payment to Contractor under the Contract until removal of such claim by Subcontractors. If
such Liens, attachments, charges or claims fall within the scope of the insurances of Contractor,
it shall remain the responsibility of Contractor to furnish Company with satisfactory written
certification, from the insurer of Contractor, that any such Lien, attachment, charge or claim is
covered by the insurance of Contractor before Company shall release any money withheld
hereunder.
22.3. Patents and Other Intellectual Property Rights
22.3.1. Neither Company nor Contractor shall have the right of use other than for the purpose of the
Contract, whether directly or indirectly, of any patent, copyright, proprietary right or confidential
know-how, trademark or process provided by the other party and the intellectual property rights
in such shall remain with the party providing such patent, copyright, proprietary right or
confidential know how, trademark or process.

22.3.2. Where any potential patent or registerable right in any country in the world or any confidential
know-how results from:
a) developments by Contractor or its Affiliates or Subcontractors which are based wholly on
data, equipment, processes, substances and the like in the possession of Contractor or its
Affiliates or Subcontractors at the Contract Effective Date or otherwise produced outside of
the Contract; or
b) enhancements of or in the existing intellectual property rights of Contractor or its Affiliates
or Subcontractors;
such rights shall vest in Contractor or its Affiliates or Subcontractors as the case may be.
22.3.3. Where any potential patent or registerable right in any country in the world or any confidential
know-how results from:
a) developments by Company or its Affiliates which are based wholly on data, equipment,
processes, substances and the like in the possession of Company or its Affiliates at the
Effective Date or otherwise produced outside of the Contract; or
b) enhancements of or in the existing intellectual property rights of Company or its Affiliates;
such rights shall vest in Company or its Affiliates as the case may be.
22.3.4. Except as provided in Articles 22.3.1, 22.3.2 and 22.3.3, Company and Contractor shall each have
an equal, undivided interest in the right, title and interest in and to any invention that is jointly
conceived or generated during the performance of the Contract.
22.3.5. In the event that either Company or Contractor believes that a patent application should be filed
on a joint invention in accordance with Article 22.3.4, then both parties agree to cooperate fully
in the preparation of such patent application and to pay its respective share of all necessary fees
to maintain any jointly owned application or patent assigned to it in force throughout its full term,
provided however, that either party may elect to notify the other party that it intends to
discontinue payment of such fees and thereafter promptly assign such patent to the other party,
thereby retaining no interest therein in exchange for the party and its Affiliates being given a
royalty-free, irrevocable, non-exclusive, non-transferable, world-wide licence to use such right
and to sublicense the use, by mutual agreement, to a Third Party.
22.3.6. In the event that either Company or Contractor do not wish to share equally in payment of the
costs for preparing, filing and prosecuting such jointly owned application in accordance with
Article 22.3.5, notice shall be provided within thirty (30) days to the other party and the party
proceeding with the patent application at its own cost shall become the assignee of such patent
application and subsequent patent or patents issuing therefrom, however, such assignee shall
give the other party and its Affiliates a royalty-free, irrevocable, non-exclusive, non-transferable,
world-wide licence to use such right and to sublicense the use by mutual agreement, to a Third
Party.
22.3.7. Contractor shall save, indemnify, defend and hold harmless Company Group from all claims,
losses, damages, costs (including legal costs), expenses, and liabilities of every kind and nature
for, or arising out of, any alleged infringement of any patent or proprietary or protected right,
arising out of or in connection with the performance of the obligations of Contractor under the
Contract except where such infringement necessarily arises from the Technical Information
and/or Company’s instructions. Contractor shall use its reasonable endeavours to identify any
infringement in the Technical Information and/or Company’s instructions of any patent or
proprietary or protected right, and should Contractor become aware of any such infringement or
possible infringement, then Contractor shall inform Company immediately. Contractor will have
no liability for any failure to identify any infringement in the Technical Information and/or
Company’s instructions.
22.3.8. Company shall save, indemnify, defend and hold harmless Contractor Group from all claims,
losses, damages, costs (including legal costs), expenses and liabilities of every kind and nature
for, or arising out of, any alleged infringement of any patent or proprietary or protected right
arising out of or in connection with the performance of the obligations of Company under the
Contract or the use by Contractor of Technical Information or any infringement arising from
Company’s instructions.

22.3.9. Subject to Article 22.3.8, where Equipment, designs, processes, methods, information, work or
products specified and used or proposed to be used by Contractor are held to constitute
infringement and its use enjoined, Contractor shall at its own expense either procure the right to
use the same or replace them with non-infringing Equipment, designs, processes, methods,
information, work or products.
22.4. Items of Geological or Archaeological Interest
22.4.1. All fossils, coins, articles of value or antiquity and structures and other remains or items of
geological or archaeological interest discovered on the Site shall as between Company and
Contractor be deemed to be the absolute property of Company and Contractor shall take
reasonable precautions to prevent Contractor Personnel or any other persons from removing or
damaging any such article or item and shall immediately upon discovery thereof and before
removal acquaint Company of such discovery and carry out at the expense of Company,
Company's orders as to the disposal of the same.
23.0 Confidentiality
23.1. Contractor undertakes that during the term of the Contract and after its termination it will:
a) preserve and cause all Subcontractors and Contractor Personnel to preserve the secrecy of
any Confidential Information and Confidential Record;
b) not disclose to any third party any Confidential Information or Confidential Record except
with Company's prior written consent;
c) not use any Confidential Information or Confidential Record other than for the purpose for
which it has been disclosed to Contractor.
23.2. Such undertaking shall continue insofar and for so long as the Confidential Information or
Confidential Record in question has not:
a) become part of the public knowledge of literature otherwise than through any act or default
on the part of Contractor; or
b) been disclosed to Contractor under an obligation to maintain secrecy by a third party (other
than one disclosing on behalf of Company) who could lawfully do so and who did not derive
such Confidential Information or Confidential Record from Company.
23.3. Contractor shall ensure that if under the terms of this Article any Confidential Information or
Confidential Record comes to the knowledge or in the possession of any third party such third
party shall also be bound by the stipulations contained in this Article.
23.4. Contractor shall return to Company after the Termination Date, all originals and copies of
documents, drawings, data and any other information placed with or at the disposal of Contractor
by or on behalf of Company relating to the performance of the Contract.
23.5. No announcements, press releases, handouts or photographs for publication etc. relating to the
Contract or any part of the Services shall be issued or released without Company’s prior written
approval.
24.0 Business Ethics and Principles

24.1. Company works under strict general business principles that govern how it conducts its affairs.
Company insists on honesty, integrity and fairness in all aspects of its business and expects the
same in its relationships with those with whom it does business. The direct or indirect offer,
payment, soliciting, giving and acceptance of bribes in any form are unacceptable practices.
24.2. Company expects Contractor Group to practice such business principles that are consistent with
Company’s business principles.
24.3. Contractor Group shall comply in full with applicable Anti-Bribery Laws in the performance of the
Works and shall provide any reasonably information required by Company to perform its ABC Due
Diligence. For the purpose of this Article 24.0 the following terms shall have the following
meanings:
“ABC Due Diligence” shall mean an Anti Bribery and Corruption due diligence review to be
performed by Company to its satisfaction as and when required, based on information provided
by Contractor and research of public and other accessible information.

“Anti-Bribery Laws” shall mean any and all laws, regulations and prescriptions pertaining to
bribery and corruption as well as applicable international regulations that prohibit the bribery of,
or the providing of unlawful gratuities, facilitation payments or other benefits to, any Government
Official or any other person.
"Government Official" shall mean any official or employee of any government, or any agency,
ministry, department of a government (at any level), person acting in an official capacity for a
government regardless of rank or position, official or employee of a company wholly or partially
controlled by a government (for example, a majority state owned oil company), political party
and any official of a political party; candidate for political office, officer or employee of a public
international organization, such as the United Nations or the World Bank, or immediate family
member (meaning a spouse, dependent child, or household member) of any of the foregoing.
24.4. Contractor represents and warrants that, in connection with the Contract and the Works:
(a) it is knowledgeable about Anti-Bribery Laws, applicable to the performance of the Contract,
and/or the provision of the Works, and shall comply with all such Anti-Bribery Laws; and
(b) neither Contractor Group nor any Contractor Affiliate have made, offered or authorised or will
make, offer or authorise any payment, gift, promise or other advantage, whether directly or
through any other person or entity, to or for the use or benefit of any Government Official or
any person where such payment, gift, promise or other advantage would (i) compromise a
facilitation payment; and/or (ii) violate the Anti-Bribery Laws.
24.5. Contractor undertakes to immediately notify Company in writing if in connection with the Contract
or the Works hereunder it receives or becomes aware of any request from a Government Official
or any person for any payment, gift, promise or other advantage of the type mentioned in Article
24.4 b).
24.6. Contractor represents and warrants that neither Contractor Group nor any Contractor Affiliate is
a Government Official or other person who could assert illegal influence on behalf of Company
Group.
24.7. Contractor Group shall avoid any Conflict of Interest in the performance of the Works. For the
purpose of this Article 24.0 a “Conflict of Interest” could arise when relationships, participation
in business activities, influence or interest in any venture or business may affect a commercial or
a technical decision made or to be made under this Contract.
24.8. Contractor warrants that:
(a) as at the Effective Date, no Conflict of Interest exists or is likely to arise in the performance
of its obligations under this Contract;
(b) it will use its reasonable endeavours to ensure that no Conflict of Interest exists or is likely
to arise in the performance of the obligations of any Subcontractors; and
(c) if any such Conflict of Interest or risk of such Conflict of Interest arises, Contractor shall:
i) notify Company immediately in writing of that conflict or risk; and
ii) take all steps required by Company to avoid, minimise or eliminate the Conflict of
Interest or risk of Conflict of Interest.
24.9. Without prejudice to any other rights that Company may have, Company may terminate the
Contract immediately upon notice in writing should Contractor violate the provisions of this Article
and/or in the event that Contractor is classified as a non-acceptable risk based on ABC Due
Diligence reviews.
25.0 Claims
25.1. If Contractor intends to claim any additional payment under this Contract, Contractor shall give
notice to Company as soon as possible and in any event within fourteen (14) days from the date
of the event or circumstances giving rise to the claim.
25.2. Contractor shall keep such contemporary records as may be necessary to fully assess and
evaluate the claim.
25.3. Within twenty-eight (28) days of such notice being given, or such other time as may be agreed
with Company, Contractor shall forward to Company an account, giving detailed particulars of the
amount and basis of the claim. Contractor shall send such further particulars as are requested by
Company within the time specified by Company Where interim accounts are sent to Company

Contractor shall send a final account within twenty-eight (28) days of the end of the effects
resulting from the event.
25.4. If Contractor fails to comply with this Article it shall not be entitled to an additional payment.
26.0 Assignment
26.1. Company may assign any or all of its rights or obligations under the Contract, subject to prior
notification thereof in writing to Contractor.
26.2. Contractor shall not assign its rights or obligations under the Contract, in whole or in part, without
the prior written consent of Company.
27.0 Applicable Law and Dispute Resolution

27.1. This Contract shall be construed and governed by English law.
27.2. Any dispute between Company and Contractor in connection with, or arising out of, the Contract
or the Service shall be resolved by means of the following procedure:
a) the dispute shall initially be referred to the Contract Holder and Contract Manager who shall
discuss the matter in dispute and make all reasonable efforts to reach an agreement. The
basis of such dispute shall be submitted in accordance with Articles 27.7 and 27.8;
b) if no agreement is reached under Article 27.2 a) the dispute shall be referred to two
nominated persons, one from each party, and such nominated person shall have seniority
over the Contract Holder and Contract Manager. Such nominated persons may be replaced
by notice to the other party;
c) if no agreement is reached under Article 27.2 b) the dispute shall be referred to the Managing
Directors or equivalent level of executive management or management committee of
Company and Contractor.
27.3. In the absence of any agreement being reached on a particular dispute in accordance with Article
27.2 then such dispute shall be finally settled in accordance with the UNCITRAL Arbitration Rules
in force at the Effective Date, by three arbitrators or, if the parties to the dispute agree otherwise,
by a sole arbitrator.
27.4. Each Party shall nominate an arbitrator and these two arbitrators shall designate a third arbitrator.
In the event that either party fails to nominate an arbitrator, as required above, within two months
of that date, then the other party may apply to the President of the Omani Competent Court who
has the authority to nominate an arbitrator to represent the defaulting party. Where the two
arbitrators cannot agree on a third arbitrator, either party shall ask the President of the Omani
Competent Court to nominate the third arbitrator.
27.5. The arbitration proceedings shall be conducted in the English language and such proceedings
shall be held in Muscat, Sultanate of Oman. Awards shall be reduced to writing, and shall be final
and binding on the parties from the date they were made without the right of appeal, unless the
award is in conflict with public order or due process or given fraudulently. The parties undertake
to carry out the award without delay. Judgment upon the award may be entered in any court
having jurisdiction.
27.6. Whilst any matter(s) is in dispute, both Contractor and Company shall continue to comply with
all the provisions of the Contract, particularly, Contractor shall proceed with the execution and
completion of the Services or part of the Services, which is not in dispute except to the extent
that such continuance would prejudice the legal position and /or rights of either party.
27.7. Prior to submitting any dispute in accordance with Article 27.2, the party raising a dispute shall
send a letter of dispute which shall contain the following information:
a) a clear summary of the facts on which each matter in dispute is based;
b) the basis on which each matter in dispute is made, identifying the principal contractual terms
and statutory provisions relied on;
c) the nature of the relief claimed; if damages are claimed, a breakdown showing how the
damages have been quantified; if a sum is claimed pursuant to the Contract, how it has been
calculated; if an extension of time is claimed, the period claimed; and
d) any other matter of relevance relating to the dispute.

27.8. A party receiving a letter of dispute in accordance with Article 27.7 shall send, within fourteen
(14) days, a letter of response either accepting or rejecting the reasons set out in the letter of
dispute including the party’s basis for rejection.
27.9. Nothing in the Contract shall constitute an agreement by Contractor Group to engage in any act
or omission which would be a violation of or result in a penalty under the laws or regulations of
the country to which Contractor Group is subject.
28.0 Health, Safety and Environment

28.1. Contractor shall comply, and shall cause his Subcontractors and Contractor Personnel to comply,
with Section C9, and with the laws and governmental regulations in respect of health, safety and
environment. In case of any inconsistency between the HSE Specification and the laws and
governmental regulations, the most stringent provision shall prevail.
28.2. Without prejudice to the terms of Article 15.0 Contractor shall indemnify and hold Company
harmless from and against any and all liability, damages, claims, fines, penalties or other
sanctions which may be imposed on Company as a result of non-compliance with this Article by
Contractor, any Subcontractor, Contractor Personnel or any person admitted by them to the Site.

QAMP-069 - C3 General Conditions For Well Engineering (Final)

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QAMP-069 - C3 General Conditions For Well Engineering (Final)

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Contract QAMP-069 – Provision of Rig and associated Services

Qarat Al Milh Petroleum LLC

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1.0 DEFINITIONS .......................................................................................................................... 3

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1.9.4. Termination Date:

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2.0 Interpretation of the Contract

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2.2. References, Notices and Language

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5.0 Delay & Force Majeure

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7.0 Equipment & Materials

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8.0 Inspection Testing and Warranty

9.0 Suspension and Termination

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10.0 Take Over of the Services

11.0 Rates and Payment

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d. general labour requirements and restrictions.

12.0 Duties and Taxes

13.0 Right to Audit

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14.0 In Country Value (ICV), Omanisation & National Product

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15.0 Liabilities and Indemnification

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17.0 Representatives of the parties

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20.0 Labour Relations

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22.0 Ownership, Patents and Proprietary Rights

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24.0 Business Ethics and Principles

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27.0 Applicable Law and Dispute Resolution

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28.0 Health, Safety and Environment

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