offshore works indonesia - medsite proposal aea.vsq.14-04.owi.056 rev.1(1)

International SOS [PT ASIH EKA ABADI]

MedSite Proposal PT. Offshore Works Indonesia

Java Imperia Vessel

AEA/VSQ/14-05/OFFSHOREW/056 Rev.1 May 2014

Prepared by : Velicita Sintawardhani

[email protected] +62 (0) 21 7599 8969

International SOS Jakarta Indonesia

International SOS MedSite Proposal Initials

Proposal No. AEA/VSQ/14-05/OFFSHOREW/056 Rev.1

Confidential - 2 - © 2014 AEA International Holdings Pte. Ltd. All rights reserved.

Contents

CONTENTS ................................................................................................................................................... 2

1. CONTEXT AND BACK GROUND ...................................................................................................... 3

2. OVERVIEW AND OBJECTIVES ........................................................................................................ 5

2.1. Overview PT. Offshore Works Indonesia, Natuna .................................................................... 5

2.2. Objectives ................................................................................................................................. 5

3. INTERNATIONAL SOS’ MEDSITE SERVICES ................................................................................. 6

3.1. Medical Personnel .................................................................................................................... 6

3.2. Scope of Services ..................................................................................................................... 7

3.3. Clinic and Equipment ................................................................................................................ 9

3.4. Medical Assistance for Site Personnel (Project Membership) ................................................ 10

4. INVESTMENT ................................................................................................................................... 12

4.1. Medical Staffing Fees ............................................................................................................. 12

4.2. One-Off Fees .......................................................................................................................... 13

4.3. Rental of Medical Equipment .................................................................................................. 14

5. TERMS .............................................................................................................................................. 15

5.1. Standard Terms ...................................................................................................................... 15

5.2. Roles & Responsibilities ......................................................................................................... 17

6. DISCLAIMER AND LIMITATION ..................................................................................................... 19

7. EXECUTION PAGE .......................................................................................................................... 20

8. APPENDIX A - LIST OF RENTAL STANDARD MEDICAL EQUIPMENT ...................................... 21

9. APPENDIX B - LIST OF PURCHASE PHARMACEUTICAL & DISPOSABLES INITIAL SUPPLIES

.......................................................................................................................................................... 22

10. APPENDIX C - INDEMNITY FORM FOR SCHEDULED PRESCRIPTION DRUGS ....................... 24




1. Context and Back Ground Following the phone between PT ASIH EKA ABADI (International SOS) and PT. Offshore Works

Indonesia on the 13 May 2014, please find the following proposal as requested, describing the proposed

International SOS MedSite (International SOS name for medical staffing, equipment and pharmaceutical

services) solution for PT. Offshore Works Indonesia at Java Imperia.

INTERNATIONAL SOS PARTNERING CLIENTS LOCALLY AND GLOBALLY International SOS was founded in Indonesia in 1984 and assists the full spectrum of multi-national

construction, mining, oil & gas and corporate companies globally and locally. With over 29 years

experience in helping companies manage the health and safety of their employees, International SOS

has grown to become the world’s leading provider of medical assistance, international healthcare and

security services, operating in 76 countries, employing more than 11,000 staff worldwide of which 1 300

are in Indonesia, with over 30% being medical professionals.

Globally International SOS manages more than 700 remote medical sites with over 100 remote site work

locations throughout Indonesia, ranging from a single paramedic working at a first aid post in Kalimantan

to the full management of two hospitals (70 bed and 62 bed) at Freeport mine in Papua. Remote site

services cover turnkey solutions including Primary and Emergency care, Public and Occupational health

including risk assessments, specialized medical and security consulting.

Our Jakarta Crisis Management Centre and 24 Hour Assistance Centre manages on average 200

assistance cases daily, 6,500 patient admissions monthly and more than 300 evacuations yearly. The

Jakarta Assistance Centre with a second Assistance Centre located in Bali forms part of a Global

Network of 27 Assistance Centre’s facilitating world wide assistance.

Globally, International SOS manages 35 clinics, three in Indonesia (two in Jakarta and one in Bali)

delivering primary and emergency care to more than 120,000 patients yearly.

Our Jakarta Training Centre is an accredited International Trauma Life Support (ITLS) facility and also

an accredited American Heart Association (AHA) training site. The Centre provides programs ranging

from basic first aid through to advance first aid with occupational health to more than 6,000 students

annually. Our medical staff undergo regular training including AHA accredited Basic Life Support through

to Advanced Cardiac Life Support to ensure consistent highest standards of quality delivery in the

treatment of patients.




The capabilities, infrastructure and resources described above ensure high standards of quality,

enabling turnkey and integrated medical and assistance solutions.

DEPTH OF SERVICES & RESOURCES In Indonesia we provide remote MedSite services to clients including Adaro, Berau Coal, BHP, Freeport,

KPC, Eramet/WedaBay, Newmont, BP, Exxon Mobil, Seadrill, Schlumberger, Santos and Transocean,

amongst others.

EXPERIENCE THE DEPTH OF SERVICES & RESOURCES To demonstrate our capability, infrastructure and resources we invite clients to tour our Crisis

Management and Training Centre and Clinics located in Jakarta, meet our people and to obtain

references from our clients in support of our delivery capability.

INDEPENDENT ANALYSIS OF OUR CAPABILITY In a tender evaluation following an extensive on site audit of medical service provider companies, one of

Indonesia’s largest companies ranked International SOS far ahead of competing companies.

ISO 9001:2008 CERTIFICATION BY INTERNATIONAL BODY Following assessment during 2012 by the Swiss Association for Quality and Management System (SQS)

which is a member organization of IQ Net, PT. Asih Eka Abadi/International SOS Indonesia has been

certified in ISO 9001:2008 Quality Management System for Providing Healthcare Services. This

certification is an important endorsement of the fundamentals and standards inherent in the business

and demonstrates our ongoing commitment to high quality standards.




2. Overview and Objectives

2.1. Overview PT. Offshore Works Indonesia, Natuna Our understanding of the project and site is as follows:

Site Location: Natuna, to support SANTOS Ande Ande Lumut block

Project Name: Java Imperia – Geophysic Survey

Phase of Site Operations: Geophysic Survey

Details of Eligible Members to be supported at the Site by International SOS’ medical team:

Person on Board 40 persons

Estimated length of project 14 Days

Medical literature shows that in the event of an injury or medical incident taking place, a patient has the

best chance of making a full recovery if they are stabilized as rapidly as possible. As potentially

hazardous work is being carried out on the site, and because it is located some time from existing high-

quality medical facilities, it is critical for an emergency patient to be stabilized as fast as possible, using

an on-site medical facility and personnel.

In the event that onward evacuation of the patient is required, the site medical facility should be

seamlessly linked into a 24-hour international evacuation network in order to save time in the critical

moments following an emergency.

2.2. Objectives Based on recent dialogue between International SOS and PT. Offshore Works Indonesia it is understood

that the following objectives need to be met by this service:

1. To provide appropriately qualified and experienced site medical personnel to deliver the scope of

work detailed below;

2. To arrange provision of appropriate medical equipment to enable the medical personnel to deliver

the scope of work;

3. To support these personnel with a management and medical infrastructure to ensure a high-quality

of delivery;

4. Add additional Company needs as specified in meetings.




3. International SOS’ MedSite Services

3.1. Medical Personnel

Medical Personnel Working Days/Hours Qualifications

Doctor

14 Days On duty 8 hours per day and on call after working hours

Qualified and Registered as per Indonesian Goverment regulationTrained at Internationally recognized institution for Basic and Advance Life Support (Basic Life Support or Advanced Cardiovascular Life Support, or International Trauma Life support)

Mobilization of personnel will take place within 6 weeks from contract signature by the parties. Any

shorter timeframe required can be discussed on a case by case basis

The Medical Personnel would possess the following skills and abilities: Ability and competence to perform the basic and advanced life support procedures to stabilize

a patient within the scope of their registration as per the Law of the country of registration

and/or the country of deployment (airway management, use of manual defibrillators, sedation,

use of Intra Venous lines, use of common emergency medicine drugs);

Working knowledge of the English language;

Use of the International SOS recommended emergency medical equipment modules;

Patient assessment, examination and reporting in accordance to International SOS Standards

& Procedures and Group Practices.




3.2. Scope of Services

Health promotion and prevention

• Health promotion (health posters and health talk).

• Hygiene and sanitation inspection.

Medical Management and Treatment

• Primary care services for non emergency medical case.

• Work related incident management; working with client HSE department.

• Medical emergency management.

• Medical referral and medical evacuation. Coordination with International

SOS Assistance Centre and client.

Clinic Management, Medical Administration and Reporting

• Medical record management.

• Medical equipment maintenance.

• Drugs, disposable supply and storage management.

• Infection control.

• Clinic hygiene maintenance and medical waste management.

• Medical reporting to Medical Services Jakarta:

• Daily: first day onsite, handover, daily checklist

• Weekly: Assistance Centre communication, bi-weekly report,

hygiene and sanitation inspection.

• Monthly: medical report.

Quality and Continuous Improvement

• Twice a year site self-audit

• Audit result follow up and continuous improvement initiative.

• Medical emergency response plan (MERP) exercise; twice a year.

Client Administrative Duties

• When practical and upon written agreement from the PT. Offshore Works

Indonesia and International SOS Medical Services representatives (Country

Medical Service Operations Manager), the medical personnel can assist

with additional administrative duties such as site medical briefings for new

personnel and non-certified First Aid Training.

• As required, onsite staff may have regular meeting with client’s

representative onsite.

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REMOTE MEDICAL SUPPORT International SOS, medical personnel on site will have 24/7 access to the Coordinating Doctors based in

the Assistance Centre in Jakarta operated by International SOS at its sole discretion. This will provide

additional support to the field medical staff in relation to management of medical cases, advice,

assistance, treatment of patients and co-ordination of medical emergencies and evacuations, as and

when required.

The following medical support is available from this integrated service:

Peer review of cases;

Discuss treatment protocols;

Access to Specialist opinions;

Coordination of Medical Evacuations.

3.3. Clinic and Equipment

3.3.1. CLINIC FACILITY

PT. Offshore Works Indonesia needs to supply an appropriate medical facility to house an emergency

clinic, including all non-medical equipment and commodities. Advice on the suggested facility can be

made available upon request.

3.3.2. MEDICAL EQUIPMENT

International SOS can arrange on behalf of PT. Offshore Works Indonesia for the supply of the medical

facility with an appropriate and adequate well-tested set of medical equipment to perform the services.

International SOS’s arrangement of mobile clinic equipment package contains essential emergency

response equipment. The PT. Offshore Works Indonesia acknowledges and agrees that International

SOS role will only be limited to act and/or contract with the Suppliers and/or Manufacturers as an agent

for and on behalf of the PT. Offshore Works Indonesia. International SOS shall under no circumstances

be liable or responsible to PT. Offshore Works Indonesia under or in connection with this Proposal and

shall not in any way held any title to property or ownership of the Goods supplied under or in connection

with this Proposal.

3.3.3. PHARMACEUTICAL& DISPOSABLES INITIAL SUPPLIES

International SOS can arrange on behalf of PT. Offshore Works Indonesia for the provision of medical

facility with an emergency pharmaceutical pack for remote site activities, whose formulary is in

accordance with International SOS guidelines. The pack contains a range of drugs and disposables

items, including but not limited to controlled drugs as defined by applicable laws and regulation, to deal

with most routine and emergency conditions and contains sufficient supplies for an initial 2-3 months




depending on the size of the population. The report on the utilization of the controlled drugs, which are

included in the pharmaceutical package herein, shall be made in accordance with the Indonesia Laws

No. 22 Year 1997 (as amended by Indonesia Laws No. 35 year 2009) regarding psychotropic.

In regards to controlled drugs, the Indemnity Form, attached to this Proposal as Appendix C, shall be

signed by the PT. Offshore Works Indonesia and International SOS and shall serves as an agreement

that the PT. Offshore Works Indonesia will comply with the requirement of applicable Indonesia Laws

and Regulations relating to management, dispensing and utilization of the controlled drug mentioned

herein.

3.3.4. PHARMACEUTICALS AND DISPOSABLES RESUPPLY

A procurement arrangement can be made on behalf of PT. Offshore Works Indonesia to re-supply

pharmaceuticals and disposable items as they are required. The reorder-point and re-order quantities

are calculated according to historical demand and lead time in order to reach an expected service level.

For avoidance of doubt in regards to the provision of Section 3.3.1 – 3.3.4 unless otherwise agreed by

the Parties, the PT. Offshore Works Indonesia acknowledges and agrees that International SOS role will

only be limited to act and/or contract with the Suppliers and/or Manufacturers as an agent for and on

behalf of the PT. Offshore Works Indonesia. In regards to procurement services mentioned herein

International SOS shall not in any way held any title to property or ownership of the medical equipment,

pharmaceuticals and disposables items supplied under or in connection with this Proposal.

International SOS makes no representation or warranty, whether express or implied as to the quality or

fitness of the medical equipment, pharmaceuticals and disposables items for any particular purpose or

that the operation of such equipment will be uninterrupted or error free.

3.4. Medical Assistance for Site Personnel (Project Membership)

To be able to support your workforce in remote locations, we offer a service called Project Membership.

This service provides total coverage for all persons working on a particular project or site. It is

specifically designed to provide emergency medical services and medical support in accordance with a

Medical Emergency Response Plan (“MERP”) and Operations Procedures to allow integration of the site

with the Assistance Centre designated by International SOS.

The following constitutes the services of Project Membership:

Emergency medical evacuations and medically supervised repatriation;

Medical Emergency Response Plan and site-specific operations procedures prepared;

Case management, medical monitoring and guarantee of payment for medical expenses;

Dispatch of prescription medication and medical supplies for medical evacuations;




Emergency and routine medical advice;

Medical and dental referrals;

Repatriation of mortal remains;

Where International SOS incurs a charge, such cost, will be confirmed with the PT. Offshore Works

Indonesia authorizing person and back charged to the PT. Offshore Works Indonesia

Specific benefits of Project Membership:

All personnel working on site are covered; PT. Offshore Works Indonesia employees,

contractor and subcontractor personnel and any other persons performing work on site;

Following assessment by International SOS medical team and medical recommendation, PT.

Offshore Works Indonesia’s Authorized Person as specified in the Project Membership

Medical Emergency Response Plan (MERP) is able to approve a recommendations to

evacuate a patient based upon medical need, independent of the contractor or the insurance

company;

Dedicated account management for the site;

Dedicated Assistance Centre for the site;

Training of Assistance Centre medical staff on site specific operating and emergency

procedures.

Project Membership, The Approach:

PT. Offshore Works Indonesia and International SOS will work together to prepare a formal

MERP for the site, which will be updated annually or if the environment changes;

Operating procedures will be prepared specifically for each site and integrated with the MERP;

International SOS will organize any evacuation or Medical Services and invoice PT. Offshore

Works Indonesia after the event;

No payments need to be made in advance other than the subscription fee for each site.




4. Investment The investment for our MedSite services covers the integrated components below:

• MEDICAL STAFFING - Qualified Medical Personnel

• TRAINING - Continuous professional training and certification for the assigned Medical

Personnel

• MEDICAL SERVICES - Quality assurance, logistic support, and supervision on the

ongoing medical services

• 24/7 ASSISTANCE CENTRE - peer review of cases with specialist input, treatment

planning, coordination of medical evacuation where needed, in cooperation with client.

• SUPPLY CHAIN – if required, access to the provision of good quality Pharmaceutical

and Disposables, and Medical Equipment for client’s medical facility

• INFORMATION SYSTEM - medical reference library; and onsite medical service

utilization and top diagnosis reporting The total investment value is detailed in the sections below:

4.1. The fees of Medical Staffing and its integrated components above-mentioned

4.2. One-Off Fees

4.3 The fees of Medical Equipment Rental

4.1. Medical Staffing Fees To meet the objectives outlined above, International SOS proposes to provide the site with the services

of:

1 (One) x Qualified International SOS Doctor Position (s) (a position being staffed on 14 days))

International SOS will assign staff from the pool of qualified and trained medical staff available at the

time of Project execution.

Item Description Staff No Unit Fee Contract period Total Fee

International SOS Doctor Position 1 doctor USD 300 / day 14 days USD 4,200

Subtotal before VAT 10% USD 4,200

VAT 10% USD 420

TOTAL FEE USD 4,620

The staffing fee(s) are chargeable from personnel date of mobilization from Jakarta and completed upon

the arrival date of the personnel back in Jakarta.




Our fees include the following elements:

Overhead cost (personnel taxes assessed or levied against or on account of compensation or

other benefits paid to International SOS’s employees, recruitment, credentialing, induction and

training);

The staff compensation (including bonus and benefits;

Living allowances for staff;

Group medical malpractice and general liability insurance with the coverage of USD 10,000,000

per event and in the aggregate;

Other insurance benefits (Personal Medical Insurance, Medical Expenses, Evacuation Insurance

etc);

Continuous Medical Education for site medical personnel, except for any additional specific

trainings which do not included in International SOS requirement however required by the PT.

Offshore Works Indonesia to comply with PT. Offshore Works Indonesia policy or Project

requirement;

Remote Medical support provided by International SOS Assistance Centres;

Senior medical management support and regional operations support; and

Withholding taxes for service delivery locations within Indonesia

4.2. One-Off Fees

Item Description Unit Fee Quantity Total Fee

Project Membership USD 5,350.00 1 Lump Sum USD 5,350.00

Standard Pharmaceutical & Disposable Initial supplies (Appendix B) USD 1,491.77 1 Lump Sum USD 1,491.77

Subtotal before VAT 10% USD 6,841.77

VAT 10% USD 684.18

TOTAL FEE USD 7,525.95

On the arrangement of Equipment, Pharmaceuticals and Disposables that listed in Appendix B on behalf

of PT. Offshore Works Indonesia, International SOS has the rights to:

Conduct the procurement services of equipment, pharmaceutical and disposables and where

partially delivered, issue partial invoice to the PT. Offshore Works Indonesia for the delivery

thereof.

substitute the equipment, pharmaceutical and disposables with other alternative of equal where

the specified equipment, drugs and disposables are not available.




4.3. Rental of Medical Equipment

Rental of Medical Equipment International SOS can provide PT. Offshore Works Indonesia the medical equipment listed in Appendix

A on a rental basis. The medical equipment rented to PT. Offshore Works Indonesia shall remain the

property of International SOS.

Rental period will start from the date the medical equipments depart International SOS’ warehouse in

Jakarta. Upon delivery of the medical equipment to PT. Offshore Works Indonesia at site, PT. Offshore

Works Indonesia shall inspect the medical equipment and inform International SOS in writing within

three (3) days of any malfunction and/or nonconformance in the medical equipment. If no written

notification is received by International SOS within the aforesaid period, the medical equipments

delivered to site are deemed to be in good working condition and accepted by the PT. Offshore Works

Indonesia.

The medical equipment shall only be used and managed by International SOS personnel who are

assigned for this specific project. During the rental period, PT. Offshore Works Indonesia shall be

responsible for the costs and expenses related to the maintenance of the medical equipment and the

loss, damage or theft of the medical equipment including without limitation repair and replacement of the

medical equipment and the parts thereof. At the end of the rental period, the medical equipment shall be

returned to International SOS’ Jakarta office in good original condition, normal wear and tear excepted.

International SOS shall invoice and PT. Offshore Works Indonesia shall pay the rental until the medical

equipment is received by International SOS at its warehouse in Jakarta

Description of Rental Unit Fee Contract period Total Fee

Medical Equipment (Appendix A) USD 120 / day 14 days USD 1,680

Subtotal before VAT 10% USD 1,680

VAT 10% USD 168

TOTAL FEE USD 1,848

Note : Due to airline regulation, essential equipments such as Oxygen bottles, will be sent empty and need to be filled in the

nearest oxygen facilty close to the project by PT. Offshore Works Indonesia unless using other means of transportation




5. Terms

5.1. Standard Terms

This quote is valid for acceptance within thirty (30) days from the date of this proposal and prices

shall remain fixed for the first one (1) month from the commencement date of the Agreement (as

defined hereafter) provided this commencement date happens within 90 days from the date of

this proposal, and for 1 month from the date of this proposal if the commencement date is later

than 90 days after this date, and shall thereafter be subject to International SOS' then prevailing

prices.

The above fees are quoted in United States Dollars. Payments are to be made to an account

nominated by International SOS. International SOS’ payment terms are fourteen (14) days from

the date of the invoice.

All fees and prices are not include Value Added Taxes, costs of sales taxes and any withholding

taxes for service delivery locations outside Indonesia

To the extent applicable, PT. Offshore Works Indonesia shall indemnify International SOS for

any loss, damage, and theft of the medical equipment during the rental period.

In regards to rental medical equipment, any additional rental days beyond the agreed rental

period shall be charged to PT. Offshore Works Indonesia on a pro-rate in accordance with the

Unit Fee mentioned in Section 4.3, above until the medical equipment are received by

International SOS’ at warehouse Jakarta office.

PT. Offshore Works Indonesia acknowledges that some or all of the services may be performed

by affiliates of International SOS.

In the event that PT. Offshore Works Indonesia requests International SOS to arrange for the

purchase of equipment, drugs and/or disposables, PT. Offshore Works Indonesia shall pay to

International SOS an upfront deposit of 50% of the price of the equipment, drugs or disposables

which will be used by International SOS to help PT. Offshore Works Indonesia secure the order.

The balance of the payment shall be due and payable upon delivery of the equipment, drugs

and/or disposables to the site or the nominated port, as agreed by International SOS and PT.

Offshore Works Indonesia. Notwithstanding the foregoing should the delivery of equipment,

drugs and/or disposables stretched across the agreed deleivery date, International SOS reserve

the right to issue partial invoice to the Company for what have been delivered

Notwithstanding the paragraph above, in the event of any external material change in conditions,

including but not limited due to (a) significant inflation; (b) change in law, regulation or taxation

regime; (c) fluctuations in exchange rate; and/or (d) any unforeseen circumstances beyond the

control of International SOS which results in a material increase in International SOS’ costs, PT.

Offshore Works Indonesia and International SOS shall meet to discuss revision of the fees.

In the event that International SOS does not receive payment from Company or any fees when

the same falls due and remains unpaid for 14 (fourteen) days or more, International SOS shall

have the right to (i) charge PT. Offshore Works Indonesia interest on the outstanding amount of




1% per month until payment in full is made plus a 5% administration fee or (ii) cease the

provision of Services. If the outstanding amount remains unpaid for 30 (thirty) days or more,

International SOS shall have the right but not the obligation to terminate this Agreement without

prejudice to all other rights which may accrue to Service Provider pursuant to this Agreement.

Thereafter, upon each anniversary, beginning from the first anniversary of such date, the prices

and rates shall be subject to a minimum price increase according to the changes in the

published annual inflation index from the website of BPS - Statistics Indonesia (www.bps.go.id)

during the period of 12 (twelve) months before the price increase, provided that in any event

there shall be a minimum of 5% increase where the annual inflation index is less than 5% or

remains the same or decreases.

International SOS will mobilize personnel to perform the services as set out in this proposal at

the site only when PT. Offshore Works Indonesia and PT. Asih Eka Abadi (International SOS)

have signed the Execution Page of this proposal. Upon execution of the Agreement,

International SOS will perform the services at site for an initial period (“Initial Term”) in

accordance with the commencement and completion date as set out in the Agreement. In the

event PT. Offshore Works Indonesia’s project is delayed beyond the commencement date due

to whatever reason and International SOS maintains International SOS’ personnel on stand-by,

International SOS shall have the right to charge PT. Offshore Works Indonesia relevant fees

during the stand-by period. At the end of the Initial Term or any renewal thereof, PT. Offshore

Works Indonesia and International SOS may, upon mutual agreement, renew the Agreement for

an additional period(s) by agreeing and executing a written amendment, which shall contain

changes to terms and pricing, if any.

The information provided in or in connection with this proposal is confidential information from

International SOS and must not be used for any purpose other than reviewing International SOS’

service offering to determine whether PT. Offshore Works Indonesia wishes to engage

International SOS to perform work such as that described in this document. This document and

the information contained in it must not be disclosed to any person other than an employee or

advisor of PT. Offshore Works Indonesia who requires the information for that purpose. PT.

Offshore Works Indonesia and International SOS agree that PT. Offshore Works Indonesia’s

obligation of confidentiality is of such commercial importance to International SOS, that

International SOS may seek judicial remedies for a breach in addition to damages, such as an

order for specific performance and an injunction.

If PT. Offshore Works Indonesia wish to contract International SOS services as defined in this

proposal, it will be on the basis of a contract established outside the Country of performance of

the Services between PT. Offshore Works Indonesia and PT. Asih Eka Abadi. It is expressly

understood that the contract between PT. Offshore Works Indonesia and International SOS or

any content thereof will not be disclosed to any third party in country of operations, that all

activities undertaken by International SOS in country of operations in connection to performance

of services to PT. Offshore Works Indonesia will, at all times, be deemed to have been

performed by PT. Offshore Works Indonesia and that PT. Offshore Works Indonesia holds




International SOS harmless against all claims by any public or tax authority in country of

operations or any loss or damage resulting from the voluntary or involuntary disclosure by PT.

Offshore Works Indonesia of performance of services by International SOS for PT. Offshore

Works Indonesia in country of operations.

PT. Offshore Works Indonesia will perform all necessary customs clearance, payment of taxes

and duties and registration of imported medical supplies, where International SOS is unable to

secure via its regular suppliers in Indoneisa.

In the event that International SOS arranges payment for :

- accommodation, meals, related services (such as laundry) and telecommunication

- specific training required by client but not covered by standard training programs conducted

by International SOS

- rotational air tickets and in-country transport to and from the site

- clearance, shipping, permit, license (including clinic licensing), tax, duties, insurance and

transportation charges relating to the delivery and/or importation of equipment, drugs and

disposables

- for countries outside of Indonesia where applicable, work permit, pass, residence permit,

entry/exit/re-entry visa, medical check up, social security contribution, income tax, and in

country medical licensing required for International SOS’ personnel

International SOS shall charge the above costs back to PT. Offshore Works Indonesia at cost

plus a 16.5% handling fee.

5.2. Roles & Responsibilities

5.2.1. INTERNATIONAL SOS ROLES & RESPONSIBILITIES

Selection, recruitment, training/coaching and provision of Continuing Medical Education of

International SOS medical personnel to International SOS quality standards.

24/7 Remote Medical Management of International SOS medical personnel on the site, including

their supervision and support.

Payment and administration of monthly salary, home country registrations, other related

employee benefits and insurances,

Group Medical malpractice and general liability insurance with the coverage of USD 10,000,000

per event and in the aggregate;

Where the size of site population warrants and where relevant, establish a medical management

system on-site, medical and statistics reporting, clinical and treatment protocols implementation

and pharmacy inventory control

From time to time, medical personnel may need to be removed for training, or other reasons

(e.g. family bereavement). They will be temporarily replaced with personnel with similar




qualifications and experience. International SOS will make all reasonable efforts to ensure

stability of personnel to the position.

Subject to the terms and conditions of the International SOS Project Membership agreement,

24/7 medical emergency access and evacuation services include project medical advice,

consultations providing second opinions, medical emergency evacuation and coordination.

Project Membership includes the development of project site Medical Emergency Response &

Evacuation Plans (MERPs). All plans will be held on the “active” file in the designated

Assistance Centre.

International SOS can organize on behalf of PT. Offshore Works Indonesia the sourcing of

equipment, drugs and disposables. The equipment, pharmaceutical and disposables will be

organized by International SOS at its then prevailing fees.

5.2.2. PT. OFFSHORE WORKS INDONESIA ROLES & RESPONSIBILITIES

Provision of all site services, facilities, utilities and commodities required by International SOS to

perform the services, including but not limited to suitable electricity and water supply (hot and

cold), temperature control (air conditioning and heating), telecommunications (handphone with

simcard and computer with internet access for medical reporting and communication with

Assistance Centre for medical emergency support and for continuous medical education through

International SOS Medical Service Resource Centre), office equipment and stationery, fuel,

maintenance, security and ground keeping in both places of work and accommodation.

All medical equipment, drugs and disposables as recommended by International SOS, including

the cost associated with replenish of the used and/or expired drug and disposables during the

period of Services mentioned herein.

To the extent applicable,PT. Offshore Works Indonesia shall bear all costs incurred in any

necessary refill oxygen, medication or disposables, repair, maintenance and replacement of

parts as a result of calibration and/or as a result of periodical maintenance during the rental

period, wear and tear excluded.

Delivery to and from site at the commencement and conclusion of the rental period. Applicable

freight, customs duties and any other charges in the delivery of the medical equipment between

International SOS warehouse in Jakarta and site, including without limitation any cross border

transportation.

Arrangement and cost of accommodation, meals, related services (such as laundry), as per the

personnel of PT. Offshore Works Indonesia a similar status and position at minimum supervisory

level for paramedic and managerial level for doctor. Use by International SOS personnel of PT.

Offshore Works Indonesia’s vehicle pool for business purposes if appropriate for site.

Payment of all clearances, shipping, permits, licenses (including clinic licensing), taxes, duties,

insurance and transportation charges relating to the importation of equipment, drugs and

disposables into site location, as and when applicable.




Arrange and pay for training deemed necessary by PT. Offshore Works Indonesia and not

covered by the training program conducted by International SOS.

Routine cleaning and maintenance of medical facilities and payment and arrangement for

appropriate medical waste management.

Payment and arrangement of rotational air tickets and in-country transport to and from the site

for International SOS personnel during each rotational term as provided to PT. Offshore Works

Indonesia personnel of similar status and position. In the event that International SOS arranges

such transportation, or other logistic arrangements International SOS shall charge the costs

back to PT. Offshore Works Indonesia at cost plus a 16.5% handling fee.

The staffing fee(s) would be charged from the first date of the mobilization date from Jakarta and

finish upon return back to Jakarta. During the rotational period, should there be any extra days of

staff in travel and/or hand over period required by PT. Offshore Works Indonesia, the extra days

will be charged prorated from the staffing rate as per position

For countries outside of Indonesia, arrangement and cost of passport, visas, work permits,

passes, residence permits, entry/exit/re-entry visas, medical check ups, social security

contributions, income tax, in country medical licensing required for International SOS’ personnel

to perform the services in country of operations. International SOS medical personnel being

deemed and declared as employee(s) of PT. Offshore Works Indonesia in country of

assignment.

6. Disclaimer And Limitation Intl. SOS has relied on information provided by PT. Offshore Works Indonesia and has not had the

opportunity to evaluate for itself the accuracy of that information. As such, International SOS will not be

responsible for any omission or misrepresentation in this proposal arising out of reliance on that

information.




7. Execution Page The Parties hereto hereby agree to this Proposal (with the exception of Project membership Services, which will be negotiated as a separate agreement) and by signing below agree that this constitutes a legally binding contract between the Parties ("the Agreement"). The Agreement shall incorporate and be subject to International SOS' General Terms and Conditions, a copy of which is attached. The term of the Agreement shall be automatically renewed on each anniversary of the Agreement commencement date unless either Party gives written notice not less than thirty (30) days prior to the anniversary of the commencement date that it does not wish to renew the Agreement. Agreement commencement date : Agreement completion date : Please proceed with the work as per the proposal. PT. Offshore Works Indonesia Jl. Mahakam 1 No.11B Kramat Pela,Kebayoran Baru Contact person: Zairi Telephone no.: Facsimile no.: Email address : PT ASIH EKA ABADI Jl. Rambu No. 17 Cipete Jakarta Selatan 12420 Contact person: Velicita Sintawardhani Telephone no.: +62 (0) 21 7599 8969 Facsimile no.: +62 (0) 21 759 00085 Email address : [email protected]

SIGNED for and on behalf of PT. Offshore Works Indonesia (the "Client")

Name: Title:

(authorized officer of Client) Date:

SIGNED for and on behalf of PT. ASIH EKA ABADI ("International SOS")

Name: Dr. Inggriani Gandha Title: Executive Director (authorized officer of International SOS) Date:

Please return this signed form by email or fax to: Attention : Velicita Sintawardhani Phone/Fax Number : +62 (0) 21 7599 8969 Email : [email protected]




8. Appendix A - List of Rental Standard Medical Equipment

ITEM FORM UNITS

MEDICAL SERVICE EQUIPMENT STANDARD OXYGEN OXYGEN CYLINDER SIZE D ( 1500 LTR) PCS 5

OXYGEN DELIVERY SET UNIT 1

REGULATOR OXYGEN D SIZE + HUMIDIFIER UNIT 1

WRENCH (KEY) FOR OXYGEN PCS 1

RESUSCITATION EQUIPMENT SEMI AUTOMATIC DEFIBRILATOR - AED PACK UNIT 1

ELECTRICAL SUCTION UNIT UNIT 1

TRANSPORT EQUIPMENT HEAD IMMOBILLISER UNIT 1

SCOOP STRETCHER UNIT 1

SPIDER RESTRAIN FOR SPINAL BOARD SET 1

SPINAL BOARD UNIT 1

STRETCHER (SPLIT BASKET STRETCHER) UNIT 1

VACUUM-MATTRESS COMPLETE W/ PUMP & REPAIR KIT UNIT 1

IMMOBILIZATION EQUIPMENT WOODEN SPLINT SET SET 1

EXAMINIATION EQUIPMENT

STETHOSCOPE PCS 1

OPTHALMOSCOPE AND OTOSCOPE SET PCS 1

WEIGHT SCALE

MISCELLANEOUS

MEDICAL LOGBOOK *) PCS 1

PATIENT MEDICAL RECORD *) PCS 1

INT'L SOS RESPONDER BAG - SEPARATED LIST

INTL SOS RESPONDER BAG SET 1

INTUBATION

LARYNGOSCOPE PCS 1




9. Appendix B - List of Purchase Pharmaceutical & Disposables Initial supplies

GENERIC NAME DOSAGE FORM

DOSAGE UNIT UNITS

MEDICAL SERVICE PHARMACEUTICALS STANDARD ANTIBIOTICS AZITHROMYCIN TAB 500mg 15

CEFTRIAXONE VIAL 1gm 1

ANTISPASMODIC AND GIT PREPARATIONS

HEMORROIDAL PREP CREAM TUBE 1/20mg 1

LOPERAMIDE TAB TAB 2 mg 30

METOCLOPRAMIDE INJ INJ 10 mg 5

METOCLOPRAMIDE TAB TAB 10 mg 30

EAR / MOUTH / THROAT PREPARATIONS OFLOXACIN EAR DROPS BOTTLE 3mg/ml 1

EFISOL TAB / FG TROCHES TAB (Fradiomycin sulfate 2.5 mg, gramicidin-S HCl 1 mg) TAB

Fradiomycin sulfate 2.5

mg, gramicidin-S

HCl 1 mg

60

EYE PREPARATIONS CIPROFLOXACINE 5 ML EYE DROPS BOTTLE 5 ML 2

FLUORESCENE EYEDROPS BOTTLE 5ml 1

TETRACAIN 0.5% 5 ML EYE DROPS BOTTLE 5 ML 1

TETRAHYDROZOLINE 0.05% EYE DROPS BOTTLE 10 ML 4

INFECTION CONTROL HIBICET SOL IN DISPENSER BOTTLE BOTTLE 500 ML 1

SOFTA -MAN (ANTISEPTIC LIQUID) BOTTLE 500 ML 1

GENERIC NAME DOSAGE FORM UNITS MEDICAL SERVICE DISPOSABLES STANDARD DIAGNOSTIC EQUIPMENT MALARIA ACCU CHECK/ ICT MALARIA PF/PV BOX/25 KIT 1

MULTISTIX URINE TEST (COMBUR 10) TUBE/ 100 STRIPS TUBE 1

THERMOMETER SLEEVES (AXILLA) PCS 100

INFECTIOUS CONTROL KITS

DISP. SURGICAL MASK BOX 1

MASK - N95 PCS 2




GENERIC NAME DOSAGE FORM UNITS MEDICAL SERVICE DISPOSABLES STANDARD MISCELLANEOUS

EYE WASH CUP BOX/12 PCS 2

NEEDLES/SYRINGES SHARPS BOX CONTAINER 7,6L YELLOW (PLASTIC) PCS 1

STERISWABS (ISOPROPYL ALCOHOL) BOX/100 BOX 1

BLADES and GLOVES DISPOSABLE RAZORS PCS 2

DISPOSABLES GLOVES, MEDIUM BOX 1

MEDICINES ENVELOPES SOS LOGO PLASTIC ENVELOPE, LARGE PCS 100

BURN

BURN GEL SHEET PACK 10 X 10 CM SHEET 10

AIRWAY MANAGEMENT

INTUBATION POUCH (exclusive of laryngoscope, the item is under rental basis) PCS 1

WOUND MANAGEMENT

WOUND CLOSURE POUCH SET 1




10. Appendix C SUPPLEMENTAL PROVISION

MEDICAL SERVICES CONTRACT DATED _________________ Between

PT ASIH EKA ABADI And

_____________________________ In accordance with the Medical Services Contract signed by and between PT Asih Eka Abadi and __________________, _______________ hereby confirm that we have purchased the attached list of controlled drugs from SOS’ Pharmacy in Jakarta ( ……………….. as per PO no: _______________) for the purpose of ________________ and hereby : A. Authorize International SOS Coordinating Doctor/Medical Doctor to manage and control the utilization of

Controlled Drug mentioned herein, including the provision of supervision, dispensing, utilization, replacement, and management of the Controlled Drugs. In accordance with technical guidelines of proper method of drugs distribution (CDOB).

B. ___________acknowledges that Controlled Drug shall be replaced at least four (4) months prior its expiration. The Controlled Drugs shall have a shelf-life of at least one (1) year at the time of its delivery.

C. The list of Controlled Drug stated herein shall be used solely for the medical services that support the operation of __________________(“Project”). The Parties acknowledge and agree that neither Party shall be allowed to move any prescription medications including the Controlled Drugs to a location outside of Republic of Indonesia territory.

D. For the avoidance of doubt, the use of the Controlled Drugs under this Agreement is restricted to the territorial waters of the Republic of Indonesia, and ____________ assumes all responsibilities and bears all liabilities for any non-compliance to Republic of Indonesia authorities for not returning any unused Controlled Drugs to Intl.SOS or not transferring the controlled drug to another licensed Medical Services Provider. _____________ further acknowledges that to carry Controlled Drugs out of the Republic of Indonesia is strictly prohibited under the laws and regulations of Republic of Indonesia and any violations carry severe penalties under the relevant laws of Republic of Indonesia.

E. Upon the expiration and/or termination of the Agreement between International SOS and _____________, the unused Controlled Drug shall be returned to International SOS, or to the extent permitted by applicable laws and regulations, the control and management of the Controlled Drugs shall be transferred to any licensed Medical Services Provider, appointed by _____________. Intl.SOS Coordinating Doctor/Medical Doctor shall handover the custodian of such Controlled Drug, together with the supporting documents, directly to the appointed Medical Services Provider. The Parties acknowledge that ____________ shall not in any way, for any reason whatsoever have any control over the management of the Controlled Drugs, all controlled drugs shall at all times remain under the control of the licensed Medical Service Provider.

F. International SOS, its subsidiaries and affiliates, and their respective directors, officers and employees shall

be released from any and all liabilities in relation to the management, supervision and utilization of controlled drugs and any consequences related thereof upon the completion of handover process.

. Date : Company stamp : ____________ Name :_____ Signature : ____________ Phone: _______________________ Fax ____________

International SOS MedSite Proposals GENERAL TERMS AND CONDITIONS Initials

The following general terms and conditions ("General Terms") together with the proposal signed by the PT. Offshore Works Indonesia apply to Medical Staffing and shall constitute the agreement ("the Agreement") BETWEEN the PT. Offshore Works Indonesia (hereinafter referred to as “Company”) and International SOS (PT. Asih Eka Abadi) (hereinafter referred to as “Contractor”): 1. Definitions

The following expressions shall have the following meanings: - Parties mean the Company and Contractor collectively; and Party means either the Company or Contractor individually. Services mean the services to be provided by the Contractor to the Company as specifically set forth in the Agreement. 1.1 Any reference to “writing”, or cognate expressions, includes a reference to any communications effected by electronic mail or facsimile transmission. 1.2 For convenience, terms that have a defined meaning are indicated by the use of a capital letter, but the absence of a capital letter shall not alone indicate that the term is to have a meaning other than

the defined meaning. 1.3 Words importing the singular include the plural and vice versa and words importing a gender include every gender. 1.4 A reference to a “Party” includes a reference to that Party’s successors and permitted assigns unless the context clearly indicates otherwise. 1.5 Headings are for convenience of reference only and shall not affect the interpretation of these General Terms. 1.6 A reference to a “person” shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any sovereign state or any agency thereof unless

the context clearly indicates otherwise. 1.7 Any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted. 2. Termination 2.1 Subject to Article 2.3, in the event that a Party defaults in the performance or observance of any material covenants or provisions of the Agreement and such Party fails to remedy such default or

breach within forty-five (45) days from the date of notice thereof from the other Party, the Agreement shall be terminated at the end of such notice period. 2.2 A Party shall be entitled to terminate the Agreement with immediate effect by written notice to the other Party if the other Party (i) makes an assignment for the benefit of creditors or a resolution is

passed or a petition is presented against the other Party for liquidation, winding-up or dissolution or for the appointment of a liquidator, receiver, trustee, judicial manager or similar official of all or a substantial part of its assets or if execution or any form of action is levied or taken against any of its assets; (ii) disposes of a substantial part of its business or assets; (iii) substantially alters the nature of its business existing as at the date of the Agreement; (iv) ceases to or threatens to cease to carry on business; or (v) merges or is acquired by a company that is in competition with the Party entitled to terminate.

2.3 Contractor shall have the right to suspend or terminate the Agreement by giving not less than seven (7) days advance written notice to the Company if the Company has failed to pay any sum due and payable to Contractor.

2.4 The provisions of Articles 4, 6, 10, 11, 12, 14 and 18 and any other provisions in the Agreement necessary to interpret the respective rights and obligations of the Parties shall survive the termination or expiry of the Agreement.

2.5 Termination of the Agreement however caused shall be without prejudice to any rights or liabilities of the Parties accruing prior to the date of termination. 2.6 Without prejudice to any other rights and remedies available to Contractor, in the event of the suspension or termination of the Agreement, the Company shall pay to Contractor all due or outstanding

amounts for (i) the Services rendered up to the date of suspension or termination; (ii) the cost of medical supplies arranged and purchased by Contractor as required for the performance of Services; and (iii) any costs reasonably incurred and substantiated by International SOS arising from or in connection with the suspension or termination.

2.7 The Parties hereby specially waive the provisions of Articles 1266 and 1277 of the Indonesia Civil Code, which respectively require the court’s intervention to terminate a contract and the right of resource for indemnification of loss resulting from contract termination.

3. Compensation 3.1 In consideration of the Services, the Company shall pay Contractor in accordance with the terms set out in the Agreement. Unless specifically stated otherwise in the Agreement, all charges, prices,

fees and other payments by the Company shall be paid without any deductions or withholdings of whatsoever nature. 3.2 If the Company fails to make payment on the due date then, without prejudice to any other rights or remedy available to Contractor, Contractor shall have the right to (i) charge the Company interest

(both before and after any judgment) on the amount unpaid at a compound rate of one percent (1%) per month calculated on a daily basis until payment in full is made plus 5% administration fee; and (ii) terminate or suspend the Agreement in accordance with the provisions under Article 3.3. In no event shall Contractor be howsoever liable to Company for breach of contract due to non-performance of the Services or for any loss, damage or inconvenience of whatsoever nature suffered by the Company and/or its affiliates as the result of suspension of the Services or termination of the Agreement pursuant to Company’s default in payment.

4. Taxes 4.1 Unless otherwise stated in the Agreement, the Company shall be liable for and shall pay all taxes, levies and customs duties, including and without limitation, sales tax, goods and services tax, excise

tax or value added tax, with regard to the Services and medical supplies and to payments made to the Contractor under the Agreement as well as any withholding tax on amounts invoiced by the Contractor to the Company and other deductions or charges howsoever designated under any jurisdiction.

4.2 If subsequent to the commencement date there are any changes to the applicable tax laws, regulations or practice which increase Contractor’s tax liability on the provision of Services, the fees payable by the Company shall be increased to maintain Contractor's net fees at the same level which applied before the changes to the laws. Contractor reserves the right to claim the additional fees payable by the Company on an immediate basis and retrospectively from the effective date of change.

4.3 The Company shall at all times indemnify Contractor and shall hold Contractor harmless from and against any loss, cost or expense whatsoever including without limitation, all fees, disbursements and penalties, arising from or in connection with any claim, action, proceeding or suit by any third party against the Contractor resulting from any breach by the Company of this Article 4.1.

5. Standard of Services Contractor shall perform the Services with the standard of care, skill and diligence normally provided by a professional workman in the performance of such Services. 6. Confidential Information 6.1 Each Party (“Recipient Party”) shall expressly undertake to retain in confidence all information transmitted by the other Party (“Disclosing Party”) that has been designated as proprietary and/or

confidential, or by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”), and will make no use or disclosure of Confidential Information except under the terms herein, or unless authorized to do so by the Disclosing Party save that Contractor may always make use of or disclose to third parties such information of the Company for the purposes of performing the Services.

6.2 The Recipient Party shall exercise due care with respect to the safekeeping of the Confidential Information, at least to the same degree of care as the Recipient Party employs with respect to its own confidential information, but no less than reasonable care.

6.3 Each Party acknowledges that the Confidential Information shall remain the property of the Disclosing Party and no right or license whatsoever, express and implied, is granted to the Recipient Party pursuant to this Agreement in respect of any Intellectual Property now or hereafter owned or controlled by the Disclosing Party. The Recipient Party shall, and shall where applicable, procure that their respective employees, affiliates and agents shall, cease using the Confidential Information of the Disclosing Party upon the termination or expiration of this Agreement.

6.4 All Confidential Information, together with any copies thereof, shall upon the expiration or termination of the Agreement or upon the request of the Disclosing Party be returned or destroyed as may be instructed by the Disclosing Party. All analysis, compilations, studies or other documents prepared by the Recipient Party constituting part of the Confidential Information shall be destroyed and confirmation of such destruction shall be notified to the Disclosing Party. Notwithstanding the foregoing, the Contractor shall be permitted to retain copies of Confidential Information for the purposes of and for so long as required by any law or by judicial or administrative process or its legitimate internal compliance issues.

7. Intellectual Property 7.1 Contractor shall own all rights in the methodologies, processes, procedures, records (including patient records), trade and design rights (whether or not registered), copyrights, patents, trade secrets,

other intellectual property rights, programs or systems (hereinafter collectively referred to as the "Intellectual Property") that will be utilised or created during the provision of the Services. To the extent deemed necessary by Contractor for the delivery of the Services to the Company, the Company will be granted for a limited term as specified in the Agreement, a revocable, non-transferable, non-sublicensable, free-of-charge, non-exclusive right to use, for the purposes of the Services for which they will be provided, the materials or items that Contractor will deliver to the Company in connection with Services to be provided. The Company shall, and shall procure that their respective employees, affiliates and agents shall, cease using the Intellectual Property of Contractor upon the suspension, termination or expiration of the Agreement. For avoidance of doubt, Contractor shall have the sole discretion as to which Intellectual Property it provides to the Company.

7.2 Intellectual Property vested in a Party prior to and during the performance of the Services shall remain the exclusive property of the entitled Party (“Entitled Party”) and shall not be appropriated or used without the prior written consent of that Party.

7.3 In the event there is any ambiguity in the ownership of any Intellectual Property by either Party, Contractor shall have the sole right to determine the ownership of any such Intellectual Property. 8. Data Retention and Destruction 8.1 Each Party shall be entitled to retain all records of data created or received during the term of the Agreement that are relevant to their respective interests until the termination or expiry of the

Agreement or until such records have satisfied all relevant legal, fiscal, accounting, administrative, contractual and archival requirements, whichever event occurs later. As soon as practicable after the end of the requisite retention period, the records shall be destroyed in an appropriate manner that protects the privacy and confidentiality of the data being destroyed and renders the data permanently illegible.

8.2 For the purposes of this Article, a record is any recorded data, regardless of physical form, medium or characteristics, that can be retrieved and includes but is not limited to, all original paper or electronic documents and e-mails, x-rays , sound and video recordings, microfilm and magnetic tape, that are created or received in connection with the Agreement.

8.3 The Parties agree that the retention periods for records that are or may be relevant to anticipated or actual claims, demands, litigation or arbitration may be extended as required by law or as necessary or desirable to protect the interests of the Parties.

9. Independent Contractor 9.1 The relationship of the Parties shall be that of independent Contractor and not employment, partnership or joint venture, unless expressly provided otherwise in these General terms. Heither Party shall

have, nor represent that it has, any right or authority to bind the other to assume or create any obligation or responsibility expressed or implied on behalf of the other or in the other’s name unless provided in these General Terms.

9.2 Contractor shall at all times be subject to the general direction of the Company in the performance of the Services. However, the Company shall not have the authority to give direct instructions to the Contractor’s personnel in matters related to the delivery or performances of the Services, except for instructions in the matter of general discipline and safety on the premises where the Services will be performed by Contractor and such instructions of a general nature which apply to all residents or workers at such premises.

10. Non-solicitation of Contractor’s Personnel During the term of the Agreement and for a period of one (1) year after the termination or expiration of the Agreement, the Company shall not without the prior written approval of Contractor, directly or

indirectly enter into any agreement or arrangement with and shall not actively solicit any of Contractor’s personnel who work or have worked in the course of the Agreement ("Contractor's Personnel") or any extension or renewal thereof. Without limiting the intents and purposes of this obligation, Company further agrees that should it engage or employ the services of any labour agency, person or service provider ("Agency"), then it will instruct the Agency not to enter into arrangements to employ or provide Contractor’s Personnel. In the event the Company does offer employment to Contractor’s Personnel or engages an Agency who employs or provides Contractor's Personnel, the Company shall pay to Contractor as a fee for human resources services an amount equal to twelve

(12) times any agreed monthly fee for Contractor’s Personnel. The Company acknowledges that any breach or violation of its obligation under this Article 10 will cause Contractor to incur or suffer substantial losses and loss of business opportunities.

11. Indemnification Each Party shall indemnify, defend and hold the other Party, its subsidiaries and affiliates, and their respective directors, officers and employees, harmless from and against any and all claims, suits, actions,

proceedings, or liabilities of any kind, including reasonable attorney’s fees and expenses, arising out of its negligent act or omission of or breach of the Agreement by its agents and employees. 12. Exclusion of Liability Notwithstanding any other provisions herein to the contrary, Contractor shall not in any way howsoever be liable towards the Company for any damage or liability, including out of negligence or willful default

and whether or not Contractor ought to have known that such damage would result, including but not limited to the following: any consequential loss, or damage, loss or injury of whatsoever nature which does not flow directly from an act or omission in question but only from a consequence or result of such act or omission; loss or anticipated loss of profit, loss or anticipated loss of revenue and economic loss, whether or not flowing directly or indirectly from an act or omission in question; business interruption, loss of use of any equipment, loss of contract or loss of business opportunity; or special, contingent, punitive or penal damages. 12.2 Except as set forth herein, the Contractor makes no warranties to the Company, express or implied, with respect to any of the Services or deliverables that will be provided. All warranties, conditions

and other terms implied by statute or common law (including but not limited to fitness of purpose or merchantability) shall be expressly disclaimed and excluded to the fullest extent permitted by law. 12.3 Where applicable and to the extent permitted by applicable law, the Company and its employees, personnel, insured, users or members, as may be applicable, shall waive all claims against

Contractor, Contractor’s personnel, its affiliates, representatives and agents for any loss resulting from any advice given, services provided or any acts or omissions of any third party service provider including, without limitation, providers of MedSite, transportation, security personnel or legal services who are referred or arranged by Contractor.

12.4 The total aggregate liability of Contractor arising out of or in connection with the Agreement and the Services provided by Contractor shall be limited to the total value of the Agreement. 13. Force Majeure 13.1 Contractor shall not be liable for failure to provide the Services and/or delays caused by any unforeseeable, unavoidable and insurmountable event occurring outside the reasonable control of any

Party or of its employees, agents or representatives (“Force Majeure”), which includes without limitation acts of God such as natural disasters (hurricanes, tornadoes, landslides, earthquakes, volcanic eruptions, tsunamis, floods, lightning, explosions), wars, whether declared or not, use of or release or the threat thereof of any nuclear weapon or device or chemical or biological agent, insurgencies, acts of terrorism or the threat thereof, riots, acts of government from a public or governmental authority, whether “de jure” or “de facto”, including blockades or embargoes, whether declared or not, sea or air transport and navigation perils, flight conditions, strikes, lockouts or other labour disturbances, or situations where the rendering of Services is prohibited or delayed or hampered by local laws, regulators or regulatory agencies, to the extent that these events prevent one Party to perform its contractual obligations. Contractor shall notify the Company of such Force Majeure event as soon as reasonably practicable. The Company’s obligation to pay for any amounts that are due to Contractor shall not be affected by any Force Majeure event.

13.2 Where the Force Majeure event lasts for a period of more than sixty (60) days after the occurrence commences, each Party will have the right to terminate this Agreement by giving written notice to the other Party, such notice to have immediate effect.

14. Governing Laws 14.1 The performance of the Services shall comply with the applicable laws and regulations of the country where Services are to be performed. 14.2 Unless stated otherwise, the interpretation of the Agreement shall be based on the Republic of Indonesia laws. 15. Settlement of Disputes Any and all disputes, controversies and conflicts which arise from or in relation to the Agreement or provision of the Services shall, to the extent possible, be settled amicably by the Parties. Failure to make

amicable settlement of any dispute shall be settled by arbitration ion accordance with Badan Arbitrase Nasional Indonesia (“BANI”). The number of arbitrators shall be three, with each Party appointing an arbitrator and the third arbitrator shall be appointed by the two arbitrators appointed by the Parties. The place of arbitration will be in Jakarta. Arbitration shall be conducted in the English language. The decision of the arbitration shall be fully binding and final and neither Party has the right to carry out any action before any court on any dispute except for the enforcement of the decision of the said arbitration.

16. Entire Agreement The Agreement constitutes the entire agreement between the Parties in relation to the provision of the Services, and supersedes all previous communications, negotiations, understandings and agreements,

whether oral or written, between the Parties with respect thereto. 17. Severability If any of these provisions (or part of a provision) is declared invalid by any tribunal or competent authority, then such provision (or part of a provision) shall be deemed automatically adjusted to conform to the

requirements for validity as declared at such time and as so adjusted, shall be deemed a provision hereof as though originally included. If the provision (or part of a provision) invalidated is of such a nature that it cannot be so adjusted, the provision (or relevant part of the provision) shall be deemed to have been deleted as though the provision (or part of that provision) had never been included, in either case, the remaining provisions shall remain in full force and effect.

18. Remedies and Waiver 18.1 The rights and remedies provided for by the Agreement shall not be deemed to be the exclusive remedy for any breach of any provision of the Agreement but are cumulative with and shall be in

addition to all other remedies available at law or equity. 18.2 Without prejudice to any other rights or remedies of each Party, the Parties acknowledge that damages might not be an adequate remedy for any breach of the provisions of the Agreement and that,

accordingly, each Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement, including but not limited to breaches of Articles 6, 7 and 10. In the event of any threatened or actual breach, the defaulting Party agrees to waive any requirement by the non-defaulting Party to post a bond or any security in connection with any such remedy and the defaulting Party consents that such remedy may be obtained by the non-defaulting Party in the absence of evidence showing irreparable harm to the non-defaulting Party.

18.3 The failure to exercise or delay in exercising a right or remedy hereunder shall not constitute a waiver of the right or remedy or waiver of any other rights or remedies and no single or partial exercise of any right or remedy hereunder shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

19. Binding Agreement and Right of Enforcement 19.1 The Agreement shall be binding upon the Parties hereto and their legal successors and subject to Article 19.2 below, neither Party shall assign or transfer this Agreement without the written approval of

the other Party, which shall not be unreasonably withheld. Upon any assignment or transfer, the Agreement shall bind and inure to the benefit of any such assignee or transferee, and such assignee or transferee shall be substituted for the assignor or transferor in all respects under the Agreement. The merger of the Company’s business with another entity or the acquisition of a controlling interest in the Company’s business by another entity shall be deemed an assignment under these General Terms.

19.2 The Parties hereto agree that the Agreement shall be assignable and/or transferable by Contractor, upon notice to the Company, to a subsidiary, parent, related company or affiliate of Contractor. 19.3 A person who is not a Party hereto has no right under applicable law or statute to enforce or enjoy the benefit of any term herein except as expressly provided herein. 19.4 Any and all legal actions and claims arising under these General Terms shall be time barred unless written notice thereof is received by Contractor within one (1) year of the date of the event giving

rise to such actions or claims. 19.5 This Agreement may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be

necessary in making proof to produce or account for more than one such counterpart. 20. Amendments No supplement, modification, amendment or waiver of these terms and conditions shall be binding unless it is in writing and signed by authorized agents of Contractor. 21. Agreement to Prevail Unless expressly stated in a set of separate terms and conditions forming part of the Agreement executed by both Parties, these General Terms shall prevail to the extent that there is any inconsistency or

ambiguity between these General Terms and the provisions of any other document forming part of the Agreement. 22. Notices All notices under the Agreement shall be in writing. A notice to a Party to the Agreement shall be sufficient in all respects if delivered by hand, sent by registered mail, telex or facsimile to the other Party's

authorized representative and address nominated in the Agreement, or if no such nomination is made as advised by the other Party in accordance with this Article 22. Any notice so given shall be deemed to have been received on the date of delivery in case of delivery by hand, upon receipt if by registered mail (receipt confirmed upon signature of the addressee or any employee thereof), or upon transmission if by telex or facsimile (receipt confirmed by addressee's record of confirmed transmission), whichever first occurs.

23. Gifts Neither Party shall offer or give or agree to give, directly or indirectly, any payments, gifts, gratuities, consideration or benefit of any nature whatsoever amounting to more than US$5 (either as a single Gift or

cumulatively over a period of one calendar year) (“Gift”) directly to any Employee, agent or representative of the other Party as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to the performance of this Agreement. In the event that the Company wishes to show its appreciation to any employee, agent or representative of Contractor for good performance, the Company may give a letter of appreciation addressed to Contractor, naming the employee, agent or representative and describing his/her good performance. The Company may also notify Contractor in writing that it wishes to offer a donation to a fund organized by Contractor for the purposes of staff education, development and /or recognition of good performance. Contractor shall confirm its intention to accept the donation by giving a written confirmation to the Company, stating the address to which the donation is to be delivered. Contractor undertakes to use such donation for the purposes of staff education, development and/or recognition of good performance, as its sole discretion.

offshore works indonesia - medsite proposal aea.vsq.14-04.owi.056 rev.1(1)

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