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ABU DHABI GAS LIQUEFACTION COMPANY LIMITED

CONDITIONS OF CONTRACT

for

HIRE OF MARINE SPREAD

MAC/CC/013 Issue 05 Rev.1 March 2016

Conditions of Contract

CONTENTS

CLAUSE SUBJECT

1 DEFINITIONS 2 ADGAS REPRESENTATIVE3 CONTRACTOR'S REPRESENTATIVE4. CONTRACTOR’S GENERAL RESPONSIBILITIES5. FITNESS OF VESSELS6. SURVEY OF CONTRACTOR’S VESSELS AND EQUIPMENT7. COMMENCEMENT AND DURATION8. REPORTING9. VARIATIONS10. WARRANTY11. CONTRACTOR'S PERSONNEL12. INDEPENDENT CONTRACTOR13. ASSIGNMENT AND SUB-LETTING14 INVOICES AND PAYMENT15. INFORMATION, TAX MATTERS AND INDEMNITY16. AUDIT17. INDEMNITY18 INSURANCE19 POLLUTION20 WRECK REMOVAL21. SUSPENSION22. TERMINATION23 SAVING OF LIFE24 SALVAGE25 WAR26. PATENT INFRINGEMENT, NOTIFICATION AND INDEMNITY27. CONFIDENTIAL INFORMATION28. FORCE MAJEURE29. PUBLICITY30. NOTICES31. COMPLIANCE WITH LAWS AND REGULATIONS32 PASSES, PERMITS AND LICENSES33. WAIVER34. TITLE35. LANGUAGE36. APPLICABLE LAW37. SETTLEMENT OF DISPUTES38. CUSTOMS LAW39. HEALTH, SAFETY, ENVIRONMENT AND ENERGY40. MESSING AND ACCOMMODATION41. MEDICAL CHARGES42. CO-OPERATION WITH OTHERS43. CONTINUANCE OF WORKS44. TIME LIMITATIONS ON CLAIMS45. SUFFICIENCY OF TENDERS46. CONTRACTOR’S OBLIGATIONS TO ITS PERSONNEL47. DOCUMENTS MUTUALLY EXPLANATORY48. CONTINUING OBLIGATIONS49. INTERPRETATION50. CONFLICT OF INTEREST / BUSINESS ETHICS51. AGGREGATE LIABILITY/ LIMITATION of LIABILITY52. SPECIAL CONDITIONS

ANNEXURE A - NOT USEDANNEXURE B - GUIDANCE NOTES FOR DAS ISLAND CONTRACTORSANNEXURE C – FORM OF PERFORMANCE BOND



1. DEFINITIONS AND INTERPRETATION

1.1 "ADGAS and "Contractor" shall mean the contracting parties named in the Agreement and shall include their successors and permitted assigns. The term "Contractor" shall describe the party in contract with ADGAS notwithstanding that in its business it may be the custom for said party to use another style or title such as consultant, surveyor or the like.

1.2 "Affiliate" in relation to either party shall mean any company, which is a subsidiary of a party to the Agreement, or a company of which such party is a subsidiary or a company which is another subsidiary of a company of which such party is a subsidiary.

1.3 “Authority” shall mean any competent Government or semi-Government authority having jurisdiction over the Site and any other areas in which the Services are to be performed in whole or part.

1.4 "Contract" shall mean the Agreement and all the documents referred to therein in their due order of precedence.

1.5 “Contract Price” shall mean the sums, rates or prices specified in the Contract being the agreed payment for the hire of the Marine Spread and ancillary services to be supplied by Contractor as may be adjusted from time to time by ADGAS, in accordance with the Contract.

1.6 "Contract Programme" shall mean the programme for performance of the Services as described in the Agreement.

1.7 “Effective Date” shall mean the date on which the Contract shall deemed to be effective as defined in the Agreement.

1.8 “Force Majeure” means strikes (excluding strikes occurring among the employees of Contractor or its Sub-contractors) or industrial disturbances of a general nature, acts of the public enemy, wars, undeclared wars, acts of governments including the governments of Abu Dhabi or the UAE, blockades, insurrections, riots, epidemics, landslides, earthquakes, lightning, civil disturbances, explosions and any other cause or event which is unpredictable, unsurmountable and similar to the kind enumerated or equivalent forces, not within the control of the party affected thereby and which that party is unable to overcome by exercise of due diligence. Force Majeure shall not include financial distress of either party and late delivery of materials or equipment or late performance of a Sub-contractor unless such late delivery or performance is itself caused by Force Majeure. In the event of any dispute, the party claiming to be affected by Force Majeure shall bear the burden of proving that it is so affected.

1.8 “Marine Spread” shall mean Contractor’s construction/crane barge, anchor handling vessels, tugs and other equipment all as specified in Appendix I to the Contract.

1.9 "Services" shall mean any and all services due or required to be performed by Contractor in support of the provision of a Marine Spread under the terms specified under the Contract.

1.10 "Site" shall mean the area within two kilometres of the ADGAS LNG Jetty on Das Island but shall exclude the Contractor's Marine Spread.

1.11 "Sub-Contractor" shall mean any party (other than the Contractor) named in the Contract to perform any part of the Services or any party to whom any part of the Services has been sub-contracted by Contractor with the consent of ADGAS and shall include their successors and assigns.

1.12 “Total Loss” shall mean;

(a) An actual, constructive, compromised or arranged total loss of a vessel, or

(b) Requisition for title or other compulsory acquisition of a vessel (other than by requisition for hire), capture, seizure, detention or confiscation of a vessel by any



government or other competent authority or by persons acting or purporting to act on behalf of government.

An actual total loss of a vessel shall be deemed to have occurred at the actual date and time the vessel was lost but in the event of the date of the loss being unknown then the actual total loss shall be deemed to have occurred on the date on which the vessel was last heard of.

A constructive total loss shall be deemed to have occurred at the date and time notice of abandonment of the vessel is given to the insurers of the vessel for the time being (“The Insurers”) provided a claim for total loss is admitted by The Insurers or if The Insurers do not admit such a claim, at the date and time at which a total loss is subsequently adjudged by a competent court of law to have occurred.

Words importing the singular shall also include the plural and vice versa where the context requires.

Headings in the Contract shall not be deemed to be part thereof and shall not be taken into consideration in the interpretation or construction of the Contract or any part thereof.

2. ADGAS REPRESENTATIVE

ADGAS shall appoint a person or persons in writing to act as ADGAS representative for the purposes of the Contract. ADGAS's representative may, by informing Contractor in writing, delegate any of his authorities to one or more individuals who shall thereby have authority to act in his place.

3. CONTRACTOR'S REPRESENTATIVE

Contractor shall appoint a person or persons in writing to ADGAS to act as Contractor's representative for the purposes of the Contract. Contractor's Representative shall be available at all times during working hours and shall be authorised to act on behalf of Contractor in all matters relating to the Contract.

4. CONTRACTOR’S GENERAL RESPONSIBILITIES

4.1 The Contractor shall provide the Marine Spread and ancillary services pursuant to the provision of the Services, all as provided for in Appendix I to the Agreement and Clause 5 hereof.

4.2 The Contractor will ensure that at the commencement of the Contract, the Marine Spread shall have the class(es) specified in Appendix I to the Agreement and shall maintain the Marine Spread in class(es) throughout the duration of the Contract.

4.3 The Contractor shall operate and maintain the Marine Spread in accordance with good practice, in proper working condition and to a standard acceptable to ADGAS.

4.4 Contractor shall ensure that throughout the duration of the Contract the Marine Spread shall have the following valid operating licences and certificates:

Certificate of Registry; Classification Certificate; Navigation Licence; Loadline Certificate with an annual survey report; Radio Licence - working VHF; Safety Certificate or an independent survey report of life saving and fire-fighting

equipment on -board; De-rat Certificate.

4.5 Contractor will be required to recover, at his own expense, any item of plant or equipment lost in the water during the course of carrying out the Services.



4.6 The Contractor shall provide and pay all provisions, wages and all other expenses of its personnel, all maintenance and repair of the Marine Spread as specified in Appendix I to the Agreement; all bunkering, all insurance on the Marine Spread, all dues and charges directly related to the Marine Spread’s flag(s) and/or registration(s), all port and harbour and pilotage fees other than those applicable at Das Island, all deck, cabin and engine room stores, cordage required for ordinary ship’s purpose mooring alongside in harbour or on Site, and all fumigation expenses and de-ratisation certificates.

4.7 The Contractor’s obligations under this Clause extend to cover all liabilities for consular charges appertaining to its personnel, Customs or import duties arising at any time during the performance of this Contract in relation to the personal effects of its personnel, and in relation to the stores, provisions and other matters as aforesaid which the Contractor are to provide and/or pay for, the Contractor shall refund ADGAS any sums ADGAS or their agents may have paid or been compelled to pay in respect of such liability.

5 FITNESS OF VESSELS

5.1 Contractor warrants that the Marine Spread shall possess the necessary classifications and be tight, staunch, strong, in good order and condition and in every way fit for unlimited service and shall be authorised for use in the United Arab Emirates waters.

5.2 In the event of a Breakdown, as hereinafter defined, which necessitates a return to port or prolonged repairs at sea, or in the event of Total Loss, Contractor shall, if instructed by ADGAS, provide an equivalent replacement vessel acceptable to ADGAS for completion of the Services

5.3 “Breakdown” shall be deemed applicable if Contractor is unable to start or continue the Services through, inter alia:

deficiency of personnel in qualifications, certificate or training; deficiency of stores or provisions; lack of certification of equipment; breakdown (whether partial or otherwise) or maintenance of machinery; accident or damage including collision and stranding; breach of orders or neglect of duty by, or the illness or injury to, the vessel Master,

officers or crew; detention of or interference by authorities in consequence of legal action against,

or breach or alleged breach of regulations by the owner of any vessel (if not Contractor), Contractor, Master, officers or crew (unless brought about by the negligence or omission of ADGAS) whereby the vessel is rendered unavailable for the Services;

time in dry dock; waiting repair facilities or turn for repair berth, anchorage or dry dock.

6. SURVEY OF CONTRACTOR’S VESSELS AND EQUIPMENT

6.1 Prior to the acceptance of any nominated vessel, ADGAS shall have the right to conduct or have conducted on its behalf an examination of the vessel to ensure its suitability. Contractor shall afford full opportunity for ADGAS and/or its marine consultants/warranty surveyor to examine the Marine Spread or any part thereof prior to mobilisation to Site commences. Examination by ADGAS shall not relieve Contractor of any of its liabilities or obligations under the Contract

6.1 Contractor shall give adequate notice to ADGAS whenever mobilisation is about to commence and ADGAS shall without unreasonable delay, unless ADGAS considers it unnecessary and advises Contractor accordingly, attend for the purpose of examining the Marine Spread or any part thereof.

6.2 On completion of such examination ADGAS shall advise Contractor of any deficiencies noted and the Contractor shall arrange to rectify such deficiencies at the earliest opportunity. Upon completion of such deficiencies Contractor shall advise ADGAS in writing that such deficiencies have been rectified prior to commencing mobilisation to Site.



7. COMMENCEMENT AND DURATION

The Services shall commence on the date shown in Appendix I to the Agreement and the initial duration of the Contract shall be for the period stated therein subject to ADGAS's rights of termination herein.

8. REPORTING

Contractor shall, if required by ADGAS, at agreed intervals provide ADGAS Representative with a report showing salient features of Services provided since the previous report, and, where applicable, detailing expenditure incurred under the Contract.

9. VARIATIONS

9.1 ADGAS shall have the right to order any variation to the Services. Such variations may include additions, deletions, substitutions or any other alterations including changes in the Programme. Variations shall not vitiate or invalidate the Contract. Contractor shall, upon receipt of an order for a variation, promptly advise ADGAS of any effect thereof on the provisions of the Contract, the performance of the Services, or upon the Contract Programme. Should the variation result in an increase or decrease in the Contract Price, Contractor shall promptly prepare and submit to ADGAS for its agreement an estimate of the increase or decrease utilising for such purpose any prices and rates contained in the Contract.

9.2 Upon receipt of such an order issued by ADGAS Contractor shall implement same and proceed diligently with its execution notwithstanding that agreement may not have been reached as to whether such order constitutes a variation and the value thereof. Pending agreement on the value (if any) of a variation ADGAS may establish such basis for adjustment of the Contract Price and associated payment provisions as ADGAS shall deem reasonable having due regard to all the circumstances.

9.3 Variations shall be ordered in writing except that ADGAS may give oral instructions for immediate implementation by Contractor where in ADGAS's judgement the safety or integrity of the Services or ADGAS facilities is at risk. In any such instance ADGAS shall promptly confirm its instructions in writing within fourteen (14) days of occurrence.

9.4 ADGAS shall not be obliged to consider any requests for Variations from Contractor arising out of the performance or re-performance of the Services (whether or not arising from this clause 9 or out of any instruction to change or vary the Services) or any other reason unless:-

(a) written notice is submitted to ADGAS within fourteen (14) days of the first occurrence of the event from which the claim has arisen and,

(b) the Contractor submits to ADGAS a summary statement of the claim within twenty-eight (28) days of the date on which the event occurred.

Failure by the Contractor to meet either of the two time constraints referred to above shall result in the request for Variation not being entertained by ADGAS.

10. WARRANTY

Contractor warrants that it shall exercise all reasonable skill, care and diligence in the performance of the Services and shall carry out the Services in accordance with, internationally recognised, good marine operating standards.

11. CONTRACTOR'S PERSONNEL

11.1 In the performance of the Services hereunder, Contractor shall employ only such personnel as are properly qualified, skilled and experienced in their respective callings. Key personnel named in the Agreement shall be approved by ADGAS.



11.2 If at any time and for any reason these personnel do not perform their duties to the satisfaction of ADGAS then ADGAS may at its option terminate the Contract or require Contractor to provide without delay suitable replacements acceptable to ADGAS at no extra cost to ADGAS.

12. INDEPENDENT CONTRACTOR

In the performance of the Contract, it is agreed by the parties hereto that the Contractor is an independent Contractor and in no way an agent of ADGAS. The Contractor has no authority to bind ADGAS in any way without the express prior written agreement of ADGAS. The entire operation, navigation and management of the Marine Spread shall be in the exclusive control and command of the Contractor. The Marine Spread will be operated and the Services hereunder will be rendered as requested by ADGAS, subject always to the exclusive right of the Contractor to determine whether operations of the Marine Spread may be safely undertaken. All persons employed by the Contractor or introduced by the Contractor in its performance of the Contract shall be regarded as employees (or agents as the case may be) of the Contractor alone, and all debts, liabilities and obligations of any kind imposed upon or incurred by the Contractor in its performance of the Contract shall be the debts, liabilities and obligations of the Contractor alone.

13. ASSIGNMENT AND SUB-LETTING

13.1 Contractor shall not assign, sub-let or sub-contract all or any part of its rights, liabilities, or obligations hereunder or the Services to be performed hereunder without ADGAS's prior written consent. Such consent to assign, sub-let or sub-contract shall not relieve Contractor of any liability or obligation under the Contract.

13.2 ADGAS may assign or sub-let the whole or part of its rights, liabilities and obligations to any other party upon the same terms and conditions as those agreed between the parties hereto without the consent of Contractor. However, Contractor shall be notified of ADGAS intentions seven (7) days in advance.

13.3 Wherever appropriate, reference to Contractor shall extend to include its representative/ assigns/vendors/sub-contractors, etc., with respect to its obligations and responsibilities for performance of the Contract.

14. INVOICES AND PAYMENT

14.1 Invoices in respect of the Services shall bear the Contract number stated in the Agreement and shall be supported by such documentary substantiation as may reasonably be required by ADGAS.

14.2 Contractor's invoices shall be submitted monthly, in arrears and in triplicate showing the sum or sums due for payment in accordance with the provisions of the Contract. Invoices shall be submitted to:

Abu Dhabi Gas Liquefaction Company LimitedPO Box 3500Abu DhabiUnited Arab Emirates

and marked "For the attention of the Chief Financial Officer (CFO)"

14.3 ADGAS shall pay correct invoices normally within thirty (30) days of receipt. If ADGAS shall dispute any invoice in whole or in part or if the invoice is prepared or submitted incorrectly in any respect, ADGAS shall advise the Contractor of the amount(s) in dispute and shall instruct the Contractor to issue a credit note for the said disputed amount(s). ADGAS shall pay the undisputed portion of the invoice normally within thirty (30) days from receipt of Contractor's credit note.

14.4 In the case of remuneration in accordance with a schedule of rates the rates shall be deemed to be fixed for the duration of the Contract (or such other period as may be stated in the Agreement).



14.5 The total amount payable by ADGAS to Contractor for the Services shall be limited to the amount shown in Appendix II to the Agreement which sum shall not be exceeded without ADGAS's prior written authorisation given by a formal amendment to the Contract.

14.6 All payments by ADGAS to Contractor shall be in the currency of the Contract stated in the Agreement.

14.7 Payment by ADGAS of any of the Contractor's invoices shall be without prejudice to ADGAS's rights subsequently to challenge the correctness thereof.

15. INFORMATION, TAX MATTERS AND INDEMNITY

15.1 On request, Contractor shall supply and shall ensure any Sub-Contractor or supplier hereunder to supply to ADGAS such information (including documentary information) in connection with its or its Sub-Contractors' or suppliers' activities under or pursuant to this Contract as may be required by ADGAS for any of the following purposes:

a) to enable ADGAS to comply with the lawful demand or requirement for such information by any Authority to ensure that all requirements of the applicable law are being complied with by Contractor;

b) to enable ADGAS to conduct, defend, negotiate or settle any claim arising out of, or in connection with, such activities, whether or not such claim shall have become the subject of arbitration or judicial proceedings;

c) to enable ADGAS to make any application (including, but without limitation, any claim for any allowances or relief’s) or representation in connection with, or to contest any assessment on, or liability of ADGAS to any taxes.

15.2 The obligations of Contractor set forth above shall subsist for a period of five (5) years commencing with the date of agreement by ADGAS of Contractor's final statement of account under the Contract, and Contractor shall retain and shall procure any Sub-Contractor or supplier hereunder to retain, all information and documents in connection with its activities under or pursuant to the Contract as shall enable Contractor to comply with its above obligations.

15.3 Contractor shall pay, and shall ensure that its Sub-Contractors shall pay, all taxes properly and lawfully assessed or imposed by any Authority in connection with the carrying out of the Services.

15.4 Contractor shall indemnify and keep indemnified ADGAS against all liabilities incurred as a consequence of breach by Contractor or any Sub-Contractor or supplier of any of the obligations under sub-clauses 1, 2 and 3 hereof and all actions, proceedings, claims, damages, charges, costs and expenses whatsoever in relation thereto under this Contract.

15.5 Contractor is deemed to have taken into account in its rates, sums and prices contained in Appendix II to the Agreement all taxes, levies or contributions having effect on the on the Date of Submission of Commercial Tender / Bid or the date of submission of revised Commercial Tender/ Bid .

15.6 If, on or after the date of Submission of Commercial Tender/ Bid or the date of submission of revised Commercial Tender/ Bid of the Contract there shall be any change in the level or in the incidence, or any new incidence or abolition, of any UAE tax, levy or contribution excluding any tax on profits or gains, which are by law payable by Contractor or any Sub-Contractor or supplier hereunder in respect of its employees working wholly on the Services or in respect of Contractor's or any Sub-Contractor's or supplier's activities under the Contract or any sub-contract or purchase order hereunder, the net amount of such change or new incidence or abolition shall constitute an addition to, or deduction from, the sums payable to Contractor under the Contract.

15.7 Contractor shall submit to ADGAS with its monthly statements full details of any addition or deduction to be made pursuant to the above, and all payments after submission of



such details shall take account of the additions or deductions to which such details shall relate.

15.8 Contractor shall insert provisions into each Sub-contract or purchase order hereunder imposing on each Sub-Contractor or supplier obligations, which will enable the Contractor to comply with its obligations under sub-clauses 1 to 6 hereof. The net amount due to, or from, any Sub-Contractor or supplier hereunder as a result of any change, new incidence or abolition arising from the provisions of sub-clause 5 hereof shall be paid to, or recovered from, Contractor by ADGAS as though such increase or decrease had directly affected Contractor.

15.9 For the purposes of this Clause only, "tax" includes any tax, duty or charge and any penalty or interest thereon and any other costs and charges whatsoever assessed or imposed by any Authority.

16. AUDIT

In relation to reimbursable items paid for by ADGAS under the Contract, ADGAS shall have the right to audit the relevant books and accounts of Contractor at its address herein at any time until the expiry of twenty-four (24) months following the settlement of the final account. Any incorrect payments made by ADGAS shall be adjusted in accordance with the findings of said audit. Contractor shall make all relevant books and accounts available and give the auditors all reasonable assistance and shall ensure that its Sub-Contractors comply with such provisions in any Sub-Contract issued by Contractor.

17. INDEMNITIES

17.1 Except in cases of gross negligence or wilful misconduct of ADGAS Indemnified Parties, Contractor waives all rights against ADGAS and shall indemnify and hold harmless the ADGAS Indemnified Parties from and against any and all claims, suits, costs, liabilities, judgments, fines, penalties or demands in respect of;

a) the death or illness of, or injury to any of the personnel of Contractor Indemnified Parties irrespective of the cause of such death, illness or injury including without limitation the negligence of any of ADGAS Indemnified Parties or any of their respective agents or employees; and

b) damage to or loss of Contractor Indemnified Parties owned, hired or leased equipment, vessels and craft of all sorts, or the property of Contractor Indemnified Parties’ personnel including loss of use thereof, arising out of or in relation to the performance of this Agreement howsoever caused, including, without limitation, the negligence of any of ADGAS Indemnified Parties or any of their respective agents or employees.

17.2 Contractor shall, if required by ADGAS, sign a waiver of recourse agreement between contractors and shall endeavour to procure the signature of all Sub-Contractorsof like waiver of recourse agreement between Contractors. ADGAS shall also endeavour to obtain that all its other contractors and subcontractors participating in operations at or adjacent to Site shall sign like waiver of recourse agreement

17.3 Except in cases of gross negligence or wilful misconduct of Contractor Indemnified Parties, ADGAS waives all rights against Contractor and shall indemnify and hold harmless the Contractor Indemnified Parties from and against all claims, suits, costs, liabilities, judgments, fines, penalties or demands in respect of:

a) the death or illness of, or injury to any personnel of ADGAS Indemnified Parties irrespective of the cause of such death, illness or injury including without limitation the negligence of any of Contractor Indemnified Parties or any of their respective agents or employees; and

b) damage to or loss of the property of ADGAS Indemnified Parties’ personnel including loss of use thereof howsoever caused including without limitation the



negligence of any of Contractor Indemnified Parties or any of their respective agents or employees; and

c) damage to or loss of the Works, Goods for incorporation therein and ADGAS’ s adjacent existing properties, including loss of use thereof, except for the first part of damages up to the applicable level of and in accordance with the Contractor 's liability for policy deductible, specified in Sub-Clause 18.7.4 per occurrence, on any of the Sites (including the existing properties on which Contractor has to perform Works) arising out of or in relation to the performance of this Agreement howsoever caused, including by the negligence of Contractor Indemnified Parties, provided however that:

17.3.1 In addition to the foregoing Contractor shall be liable in any case of faulty design, workmanship or material of Contractor, for the cost incurred for rectifying such design or workmanship including replacing the defective part(s).

17.3.2 This waiver, indemnity and hold harmless undertaking shall not be interpreted as limiting Contractor 'S other responsibilities, obligations and liabilities to perform the Works as specified under the Agreement.

17.4 THIRD PARTIES

17.4.1 Contractor agrees to hold harmless and indemnify ADGAS Indemnified Parties, their respective agents and the employees of each and every one of the foregoing, from and against any and all claims, suits, costs, liabilities, judgments, fines, penalties or demands in respect of damage to or loss of Third Party property and injury to or death of any Third Party, caused by any of Contractor Indemnified Parties or any of their respective agents or employees and arising out of or in relation to the performance of this Agreement.

17.4.2 ADGAS agrees to hold harmless and indemnify Contractor Indemnified Parties, their respective agents and the employees of each and every one of the foregoing, from and against any and all claims, suits, costs, liabilities, judgments, fines, penalties or demands in respect of damage to or loss of Third Party property and injury to or death of any Third Party, caused by any of the ADGAS Indemnified Parties or any of their respective agents or employees and arising out of or in relation to the performance of this Agreement.

17.5 ADGAS agrees to hold harmless and indemnify Contractor Indemnified Parties, their respective agents and the employees of each and every one of the foregoing, from and against any and all claims, suits, costs, liabilities, judgments, fines, penalties or demands in respect of the rights of ADGAS to construct the Works on, over, under, in or through any land or water.

17.6 Neither the ADGAS Indemnified Parties nor the Contractor Indemnified Parties shall be liable to the other for any indirect or consequential loss or damage howsoever arising, including without limitation loss of product or equipment or facility down-time or loss of profit or loss of opportunity, or revenue or increased costs of finance or like items of loss or damage, regardless of whether such liability is based or claimed to be based upon the negligence of either ADGAS Indemnified Parties or ADGAS Indemnified Parties, and the Parties hereby release each other therefrom.

18. INSURANCE

18.1 Without limitation to its obligations and responsibilities under this Agreement, Contractor during the whole period of Agreement from commencement until the issue of Final Acceptance Certificate shall at its own expense obtain and thereafter maintain in full force and effect (or cause to be obtained and maintained) the below detailed Insurances to be



effected as far as possible in the joint names of ADGAS, Contractor and Sub-Contractors and shall in any event cause the Insurers or Underwriters thereof to waive rights of subrogation against the parents, its subsidiaries and all other companies in ADGAS’s group including ADGAS Indemnified Parties (as defined under Clause 17):

Contractor shall require the same insurance from its Sub-Contractors under the same conditions as required in Sub-Clause 18.1

18.1.1 Workmen's Compensation (Employer's Liability)

Workmen's Compensation and Employer's Liability Insurance covering the employees of Contractor and Sub-Contractors for all compensation and other benefits required of Contractor and Sub-Contractors by the Workmen's Compensation or similar statutory insurance laws of any nation or political subdivision thereof to which Contractor’s or its Sub-Contractors’ operations under this Agreement are subject in respect of liability for bodily injury by accident or disease including death resulting therefrom sustained by any employee of Contractor arising out of and in the course of his employment. The limit of liability under Employer's Liability Section shall be not less than USD One Million (USD 1,000,000) for any one occurrence.

18.1.2 Motor Vehicle Third Party and Passenger Liability

Motor Vehicle Third Party and Passenger Liability Insurance in respect of death of or injury to persons and/or loss or damage to property in respect of motor vehicles used by Contractor in connection with the execution of the Works and shall ensure that Sub-contractor maintain such insurance in respect of motor vehicles used by them.

Such insurance shall provide an unlimited indemnity for death of or injury to persons and the equivalent of not less than U.S. Dollars One Million (USD 1,000,000) per occurrence for loss of or damage to property which shall be extended as may be necessary to cover any additional cover required by statutory requirements in the country of location of Works.

18.1.3 Construction Plant and Equipment

Temporary Works and all Construction Plant and Equipment brought on to the Site by Contractor or his Sub-Contractor for use in connection with Works and any other property under the care and custody of contractor not covered by ADGAS under Sub-Clause 18.7.2 hereof, to their full value against all loss or damage from whatever cause arising.

18.1.4 General Third Party Risks Insurance

General Third Party Liability insurance covering liabilities arising out of any activities of the Contractor prior to the commencement of the ADGAS’s combined construction, transit and liability insurance. Such insurance shall have a limit of liability not less than U.S. Dollars Two Million (USD 2,000,000).

18.1.5 Marine Insurance on Vessels, Craft or floating equipment

Insurance in respect of all vessels, craft and other floating equipment owned, chartered or hired by CONTRACTOR or his SUB-CONTRACTORS used in connection with the execution of works/services shall cover all risks of physical loss or damage howsoever arising, including war, civil war, strikes and the like up to a limit equivalent to the value of such vessels craft or floating equipment 'and including Marine Third Party Liability Insurance (together with Protection and Indemnity risks and coverage for the Liability assumed under towage contracts) in respect of legal liability to third parties



of not less than United States Dollars Two Million (USD2,000,000). Such Insurance's shall cover full collision liability and the removal of wreck and shall contain an express condition that the amount realizable under the Liability Section of the Policy is either up to the full limit of sum insured or to the actual amount of claim whichever is lower and shall be free from the application of Limitation of Ship owners' Liability under the UAE Maritime Law or any other Law in force relating to the limitation of Ship owners' Liability.

18.1.6 Aircraft Insurance on Aircraft or Helicopters

All aircraft or helicopters owned or hired by CONTRACTOR or Sub-Contractors used in connection with the execution of works/services against all risks of physical loss or damage howsoever arising, including war, civil war, strikes and the like up to a limit equivalent to the value of such aircraft or helicopters and including legal liability to third parties and passenger liability up to a limit of not less than U.S. Dollars Two Million (USD 2.000.000) per occurrence & unlimited during any one policy period.

18.1.7 Supply of Policies

Copies of policies/certificate(s) in respect of Contractor’s and/or Sub-Contractor’s insurance shall be supplied to ADGAS by Contractor within 30 days of the effective date of Agreement or commencement of any activity on SITE whichever is earlier.

18.2 DEDUCTIBLES AND/OR EXCESS LIABILITIES

All deductibles and/or liabilities in excess of the indemnities provided under the insurances arranged by Contractor or Sub-Contractors as required under Sub-Clause 18.1 shall be for the account of and paid by Contractor or Sub-Contractors

18.3 INSURERS TO BE USED

Insurances arranged in accordance with Sub-Clause 18.1 shall be effected in accordance Clause 6 of Federal Law No 7 (1984), with the ADNOC Approved Insurance Companies (as per list hereunder), as far as possible, but End Users /ADNOC Group Companies may at their discretion accept Insurance Policies from other competent Insurance Companies provided that such Policies meet all other requirements mentioned in this Clause.

Insurance shall be effected within 10 (ten) days of the effective date of the Contract, with the following Abu Dhabi national insurance companies:

1. M/s. Abu Dhabi National Insurance Company (ADNIC)2. M/s. Al Ain Ahlia Insurance Company (AAA)3. M/s. Emirates Insurance Company (EIC)4. M/s. Al Dhafra Insurance Company 5. M/s. Al Khazna Insurance Company6. M/s. Al Wathba National Insurance Company (AWNIC)7. M/s. Abu Dhabi National Takaful Company(TAKAFUL)8. M/s. Qatar Insurance Company (QIC)9. M/s. Oman Insurance Company (OIC)10. M/s. Arab Orient Insurance Company (AOIC)11. M/s. Al Sagr National Insurance Company (ASNIC)12. M/s National Health Insurance Company (DAMAN)13. M/s. National Takaful Company(WATANIA)14. M/s. Al Hilal Takaful15. M/s. Insurance House



18.4 Contractor hereby indemnifies ADGAS Indemnified Parties against all claims, demands, costs, charges and expenses arising from and in respect of obligations incumbent upon Contractor or Sub-Contractors as stated in Sub-Clause 26.1 whether or not such claims, demands, costs, charges and expenses are covered under the insurance effected by Contractor or Sub-Contractors.

18.5 NOTICE TO ADGAS & REMEDY ON CONTRACTOR'S FAILURE TO INSURE

18.5.1 Contractor shall provide ADGAS with timely advance notice of any changes in the terms of the policies which are to be carried by the Contractor under Sub-Clause 26.1 including any cancellation notices.

18.5.2 If Contractor fails to effect or keep in force the insurance which he may be required to effect under the terms of Sub-Clause 26.1, then ADGAS may effect and keep in force any such insurance and pay the premium as may be necessary for that purpose and from time to time deduct the amount so paid by ADGAS in respect of such premium from any money due or which may become due to Contractor or recover the same as a debt due from Contractor.

18.6 PROTECTION OF ADGAS’S RIGHT

Approval by ADGAS of any insurer or terms of insurance proposed by Contractor shall not relieve Contractor from any obligation or liability under or arising from this Agreement or generally at law.

18.7 INSURANCES TO BE PROVIDED BY ADGAS

Without limitation of CONTRACTOR's obligations and responsibilities under this AGREEMENT, ADGAS will insure at its own expense in the joint names of ADGAS and CONTRACTOR in respect of:

18.7.1 Land, Sea or Air Transit Insurance

All materials, machinery and other property of whatsoever kind for incorporation in the works during marine shipments, land and air transportation. Such insurance shall include an insurer’s waiver of subrogation in favor of contractor indemnified parties and shall be subject to London Institute Cargo Clauses.

18.7.2 Insurance of ADGAS supplied materials in connection with Services

The WORKS, the materials for incorporation or intended to be incorporated therein, ADGAS's equipment if any, all in connection herewith and existing adjacent property of ADGAS and all members of ADGAS's group, excluding items which CONTRACTOR is required to insure under Sub-Clause 26.7 against insurable physical loss or damage to the replacement value thereof from commencement of construction at SITE until completion of the WORKS and also during the maintenance period.

18.7.3 General Legal Third Party Risks Insurance

Physical loss of or damage to any THIRD PARTY property or injury to or death of any THIRD PARTY which may arise out of or in connection with the execution of the SERVICES, such insurance to be on a combined single limit of not less than United States Dollars Ten million (US$ 10,000,000/-) in respect of any one accident or series of accidents arising out of one event.



18.7.4 Deductibles (Applicable to projects below U.S. Dollar One Hundred and Fifty Million (USD 150.000.000) onshore projects and U.S. Dollar One Hundred Million (USD 100.000.000) for offshore projects

The deductibles provided under the insurance to be arranged by ADGAS shall be for the account of and paid by Contractor and / or Sub-Contractor(s) as follows:

1. USD 15,000 Any one accident or occurrence in respect of loss or damage to onshore works and maintenance other than in respect of roads and/or sewerage works

2. USD 30,000 Physical loss/damage arising out of faulty design, workmanship or material

3. USD 30,000 Testing and Commissioning4. USD 52,000 Anyone accident or occurrence in respect of loss or

damage pertaining to roads and/or sewerage works5. USD 7,500 Third Party Property Liability6. USD 25,000 Any one accident or occurrence in respect of loss or

damage to existing property

B. Section III, Transit*

1. Marine Any one accident or occurrence (other than USD 5.000 each than those arising from General Average, and every loss Salvage, Salvage charges, Actual and/or Constructive and/or Compromised Total Loss of the subject matter insured)

NB: 1 The above deductible are applicable to projects falling within the purview of Small works as per ADNOC group small works policy

NB: 2.Damage to Underground Service Lines, etc.as per policy termsNB: 3.The above deductibles are based on ADNOC group small works

policy & applicable to on shore works only if any offshore works are involved off shore deductibles as per ADNOC group small works policy is applicable

18.7.5 Approval of Insurance

All Insurances effected by ADGAS shall be with National Insurance companies of Abu Dhabi and on terms to be approved solely by ADGAS. Contractor shall be deemed to have satisfied himself with regard to the extent of the cover provided under the policies of insurance effected by the ADGAS and shall with all due diligence observe and fulfil the terms, provisions and conditions contained in the said policies. When required to do so, ADGAS shall make available to Contractor a copy of such policies

18.7.6 Cost and Incidental Expenses

All costs and incidental expenses incurred in relation to the preparation of claims under the policies arising out of matters for which Contractor is responsible under the Agreement shall be borne by Contractor.

18.8 CLAIMS PROCEDURE

Contractor and/or Sub-Contractor shall notify Insurers with one copy to ADGAS of any occurrence likely to give rise ,to a claim under ADGAS’s insurance effected under Sub-Clause 18.7 above as soon as possible and in any event within fifteen (15) days of such occurrence coming to the notice of Contractor



Contractor shall also submit in co-ordination with ADGAS all the claim documents to the Insurers directly and shall handle all claim negotiations directly with the Insurers. After approval and signature of the claim discharge receipt and letter of subrogation by ADGAS, the actual settlement of the claim amounts due to the Contractor shall be effected by the Insurers directly to Contractor’s account, with the claim amounts due to ADGAS being effected by the Insurers directly to ADGAS’s account.

19. POLLUTION

19.1 The Contractor shall assume all responsibility for, including control and removal of, and hold ADGAS harmless from loss or damage arising from negligent spillage of fuels, lubricants, motor oils, paints, solvents, ballast, bilge and other effluents emanating from the Contractor's Marine Spread.

19.2 The disposal of any and all non-biodegradable and toxic materials to the sea is prohibited.

19.3 The disposal of all substances, Clauses or liquids such as paper products, rags, glass, crockery, wood, all plastics, construction and demolition materials, lube and engine oils, chemicals, metals and the like are to be carried out in strict compliance with ADMA-OPCO’s Waste Disposal Guidelines and subject to the prior approval of ADGAS

19.4 In the event of any breach of obligations under this Clause Contractor shall indemnify and keep indemnified ADGAS from any loss, damage, cost or expense that may result therefrom.

20. WRECK REMOVAL

In the event of the Marine Spread or any part thereof being sunk the Contractor shall bear the cost of dealing with the same (including removal from the seabed) in accordance with Government and/or ADGAS requirements. The fact that the Marine Spread is insured and has been declared a Total Loss shall not absolve the Contractor from its obligation to remove the wreck. All payments due to the Contractor under the provisions of Appendix II to the Agreement will terminate at the time the Marine Spread or any part thereof is sunk and ADGAS will have the right to terminate the Contract in its entirety in such an event whether or not salvage of the Marine Spread supplied under the Contractor is possible and whether or not it is possible for the Contractor to supply a replacement.

21. SUSPENSION

21.1 ADGAS shall have the right to suspend the whole or any part of the Services at any time and from time to time for any reason by giving seven (7) days notice to Contractor specifying that part of the Services which is to be suspended and the effective date of such suspension.

21.2 Contractor shall forthwith secure, make safe and protect all Services performed up to the date of suspension and shall cease performance of the suspended Service during the suspension.

21.3 Contractor shall, during any period of suspension, continue to perform any non-suspended Services with all due diligence.

21.4 In the event of suspension under this Clause, ADGAS shall pay Contractor for Service satisfactorily performed up to the date of suspension that portion of the Contract Price applicable thereto and, unless caused by an act of Force Majeure or Contractor's default, such other reasonable direct costs incurred by Contractor in complying with ADGAS's instructions. However ADGAS shall not pay for any such direct costs if the suspension was necessary by reason of default on the part of the Contractor.

22. TERMINATION

With Cause



22.1 ADGAS may without prejudice to its other rights forthwith terminate the Contract by giving notice in writing to Contractor:

a) If any present or future mortgage, charge, pledge or other security on or over the whole or any part of the undertaking, property, assets or revenues of Contractor becomes enforceable and any step (including the taking of possession or the appointment of a receiver or manager or administrative receiver) is taken to enforce that security.

b) If Contractor is or becomes bankrupt and/or is unable to pay its debts as they fall due or is deemed unable to pay its debts,

c) If Contractor begins negotiations or takes any proceeding or other step with a view to readjustment, rescheduling or deferral of all of its indebtedness or any voluntary arrangement by way of a composition in satisfaction of its debts or a scheme of arrangement of the affairs of the Contractor or a compromise or arrangement between the Contractor and its creditors or members shall be proposed, approved or effected.

d) If a distress, attachment, execution or other legal process is levied enforced or sued out on or against all or a substantial part of the property or assets of the Contractor.

e) If any step is taken by any person for the winding-up or liquidation of, or the appointment of an administrator in relation to, the Contractor.

22.2 If Contractor defaults in the performance of its obligations under the Contract and fails to correct such default immediately or if immediate correction is not possible fails to commence and continue effective action to correct such default, then after ten (10) days written notification from ADGAS, ADGAS may without prejudice to its other rights under this Contract terminate the Contract by giving written notification specifying the date of such termination.

22.3 Without Cause: ADGAS reserves the right to terminate the Contract at any time by giving Contractor written notification specifying the date of termination. On the date of such termination Contractor shall discontinue performance of the Services and shall wholly comply with ADGAS's instructions regarding such termination. ADGAS shall pay Contractor in respect of Services satisfactorily performed up to the date of termination and other reasonable associated direct costs incurred by Contractor in complying with ADGAS's instructions, in accordance with the terms of the Contract. In no event shall Contractor be entitled to any prospective profits or any damages because of such termination.

22.4 In the event of termination under sub-clause 1 or 2 above ADGAS shall have the right to complete the Services or employ others to complete the Services and to recover from Contractor all costs incurred by ADGAS in excess of those costs that ADGAS would have incurred had the Contract not been terminated together with all other costs associated with or arising from the termination. ADGAS shall have the right to recover such costs either directly from Contractor or by deducting such costs from any moneys due or which become due to Contractor. Following termination as aforesaid, Contractor shall not be entitled to any further remuneration for Services carried out prior to termination until such time as the Services are completed and all costs have been finally ascertained by ADGAS.

22.5 In the event of ADGAS exercising its rights under the provisions of sub clauses 1, 2 or 3 hereof, Contractor shall promptly deliver to ADGAS all data, calculations and other matter all on an appropriate medium together with copies of all drawings, specifications and other documents prepared or obtained by Contractor in connection with the Services including the originals thereof and carry out ADGAS's instructions concerning any cancellation or assignment of sub-contracts, purchase orders and any other matters arising out the Contract which ADGAS decides are necessary or expedient.

22.6 Contractor shall ensure that corresponding termination provisions relating to this clause are included in sub-contracts and purchase orders including cancellation, and rights of assignment.



23. SAVING OF LIFE

The Marine Spread or any part thereof shall be permitted to deviate for the purpose of saving life at sea without prior approval of or notice to ADGAS provided however that notice of such deviation is given as soon as possible thereafter.

24. SALVAGE

24.1 Subject to ADGAS’s consent, which shall not be unreasonably withheld, the Marine Spread shall be at liberty to undertake attempts at salvage, it being understood that the Marine Spread shall be off hire from the time she commences to deviate and she shall remain off-hire until she is again in every way ready to resume ADGAS service and at a position which is not less favourable to ADGAS than the position at the time of deviating for the salvage services.

24.2 All salvage moneys earned by the Contractor shall be divided equally between the Contractor and ADGAS after deducting the Contractor personnel’s share, legal expenses, value of fuel and lubricants consumed; day rate hire of the Marine Spread lost by the Contractor during the salvage, repairs to damage sustained, if any, and any other extraordinary loss or expense sustained as a result of the salvage.

24.3 ADGAS shall be bound by all measures taken by the Contractor in order to secure payment of salvage and to fix its amount.

25. WAR

In the event of the nation under whose flag(s) the Marine Spread sails becoming involved in war (whether there be a declaration of war or not) either the Contractor or ADGAS may terminate this Contract and no further day rate hire shall continue to be paid.

26. PATENT INFRINGEMENT, NOTIFICATION AND INDEMNITY

26.1 Contractor shall indemnify ADGAS and hold ADGAS harmless from and against all actions, claims, demands, costs, charges and expenses arising from any infringement or alleged infringement of letters patent, design, copyright, trademarks or other industrial property rights arising out of or in connection with the performance of the Services by Contractor its Sub-Contractors or suppliers.

26.2 Contractor shall promptly notify ADGAS if it is or becomes aware of any such infringement or alleged infringement, or any matter which may give rise to a claim for infringement. In such event ADGAS shall have the right to require Contractor, at no extra cost to ADGAS, to amend or alter the Services or its performance thereof in such manner as shall avoid infringement whether actual, alleged or potential.

26.3 Contractor shall only enter into commitments with Sub-Contractors and purchase materials and equipment for incorporation in the Services from suppliers who will agree in writing to indemnify and keep indemnified Contractor against any claims for infringement or alleged infringement of letters patent, design, copyright, trademarks or other industrial property rights.

27. CONFIDENTIAL INFORMATION

27.1 For a period of fifteen (15) years, CONTRACTOR shall not, without the prior written consent of ADGAS, disclose, or make available to any person, other than ADGAS, or use, directly or indirectly, except for the performance and implementation of this AGREEMENT, any information acquired from ADGAS, its subsidiaries or affiliates in connection with the performance of this AGREEMENT. The above provision shall act for both Parties, reciprocating, in case of information / data are provided by both Parties

27.2 The foregoing restrictions shall not apply to any information disclosed by ADGAS to Contractor which:

a) at the time of disclosure is in the public domain, or



b) after disclosure becomes part of the public domain, or

c) Contractor can show was rightfully in its possession at the time of disclosure without limitation or restriction as to use or disclosure, and was not acquired directly or indirectly from ADGAS, or

d) Contractor rightfully receives from any third party who did not receive such information directly or indirectly from ADGAS with limitation or restriction as to use or disclosure.

28. FORCE MAJEURE

28.1 If either party is temporarily rendered unable, wholly or in part by Force Majeure to comply with its obligations under this Contract and notice of such Force Majeure is given to the other party in writing within five (5) days after becoming aware of the adverse effects of the event of Force Majeure relied on, then such obligations of the party affected shall be suspended so long as this inability shall continue by reason of such Force Majeure. The party so affected shall give written notice to the other party of the ending of that event immediately after becoming aware thereof.

28.2 Neither party shall be liable for delays caused by Force Majeure, provided notice thereof is given as required above.

28.3 If a suspension of any obligation by virtue of this clause lasts for a continuous period of forty-five (45) days ADGAS may terminate this Contract forthwith by so notifying Contractor in writing. Such termination by ADGAS shall take effect on receipt by Contractor of the written notice. Upon such termination both parties shall be released from any further obligations under the Contract but both parties shall retain all rights and claims arising prior to the effective date of the termination.

28.4 If ADGAS elects not to terminate the Contract as stated in sub-clause 28.3 above then the Contract shall be deemed suspended with effect from the expiry of the said forty-five (45) day period and provision of Clause 21 of this Contract shall apply.

28.5 Any claim on the part of Contractor for adjustment of the Contract Programme by reason of a suspension under this clause shall be made within a reasonable time after the end of the suspension, and Contractor shall promptly submit for review a revised Contract Programme for performance of the Contract.

28.6 Any claims by Contractor for an increase in the Contract Price by reason of the terms of this clause shall not be valid.

29. PUBLICITY

29.1 Contractor shall not publish or permit to be published either alone or in conjunction with any other person any information, Clause, photograph, illustration or any other material of whatever kind relating to the Contract, or ADGAS's business generally, without prior reference to and approval in writing from ADGAS. Such consent shall apply to each specific application and relate only to that application.

29.2 Contractor and its Sub-Contractor(s)shall not place or permit to be placed its name, logo or any other mark including advertising materials on the Services other than marking permitted by ADGAS.

30. NOTICES

All notices to be given with respect to the Contract unless otherwise provided herein shall be given in writing to ADGAS and Contractor respectively at the addresses shown on the Agreement.

31. COMPLIANCE WITH LAWS AND REGULATIONS



Contractor shall at its own expense and at all times comply with all laws, rules and regulations of any Authority and which are from time to time in force during the period of performance by Contractor of its obligations under the Contract

32. PASSES, PERMITS AND LICENSES

Contractor shall obtain and maintain at its own risk and expense all authorisations, passes, permits and licences as may be necessary for the performance of the Services and which are required to be or can be obtained in the name of Contractor. Contractor is required to comply with all Government and ADGAS regulations relating to security and immigration matters as are applicable to the area in which the Services shall be performed..

33. WAIVER

No waiver by either party of any provision of the Contract shall be binding unless made expressly in writing. Further, any such waiver shall relate only to such matter, non-compliance or breach as it expressly relates to and shall not apply to any subsequent or other matter, non-compliance or breach.

34. TITLE

34.1 Technical information (including drawings, designs, specifications, electronically recorded and stored data, computer programs and calculations) developed or arising during the Services or in connection with the performance thereof including the results thereof, as well as equipment supplied or purchased from funds provided by ADGAS, shall belong to ADGAS and ADGAS shall have full access thereto and use thereof.

34.2 Contractor hereby vests and agrees to vest in ADGAS and will procure any of its agents or Sub-Contractors to agree to vest in ADGAS all copyrights and proprietary rights relating to the Services and developed or arising during the Services or acquired hereunder from any third party, including the results thereof, and will execute all necessary documents, produce all necessary evidence and do all other things to procure to ADGAS such ownership upon ADGAS's request so to do and at ADGAS's expense.

34.3 All Intellectual property and/or Proprietary information incorporated in the Services shall remain the property of the Contractor who shall grant license to ADGAS to use in accordance with the terms and conditions of Contractors’ License Agreement.

34.4 Contractor shall create no lien or charge nor permit any lien or charge to be created on the Services or any part thereof.

35. LANGUAGE

The ruling language of the Contract shall be the English language.

36. APPLICABLE LAW

The Contract shall be construed and take effect in accordance with the laws of Abu Dhabi and the United Arab Emirates.

37. SETTLEMENT OF DISPUTES

37.1 If any dispute or difference of any kind whatsoever shall arise between the parties in connection with or arising out of the Contract, the matter shall in the first instance be referred by the one party to the other. Such reference shall state that it is made pursuant to this clause. Within thirty (30) days of receipt of such notice by one party to the other both parties shall meet to discuss the dispute and shall pursue and agree an amicable solution of the aforesaid dispute to the satisfaction of both parties to the Agreement.

37.2 If the parties fail to arrive at an amicable solution within sixty (60) days from receipt of the notice served pursuant to sub-clause 1 hereof, then the dispute shall be determined by



an independent expert, to be agreed upon and jointly appointed between the parties within a further period of thirty (30) days thereafter.

37.3 In the event that the parties fail to agree on the appointment of an independent expert, then such dispute or difference shall be finally settled by arbitration under the rules of the Conciliation and Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with the said rules. The proceedings and all papers sent or presented shall be in the English language. Arbitration proceedings shall take place in Abu Dhabi unless otherwise agreed by the parties hereto.

37.4 The decision of any expert or arbitrators as provided for under sub-clause 2 and 3 hereof shall be deemed final and binding upon the parties and judgement thereon may be entered in any court having jurisdiction. The arbitration award shall be in lieu of any other remedy.

37.5 The costs of any expert determination or arbitration proceedings shall be borne equally by the parties hereto.

38. CUSTOMS LAW

38.1 Contractor/Supplier/Bidder acknowledges that the import, customs and boycott laws and regulations of United Arab Emirates shall apply to the furnishing and shipment of any products or components thereof to the United Arab Emirates

39. HEALTH, SAFETY,ENVIRONMENT & ENERGY

39.1 Contractor shall comply with the best industry practices relating to the health, safety, environment and energy (HSEE) and shall comply with all HSE requirements stipulated under the Contract.

39.2 Contractor shall comply with all statutory provisions and regulations (e.g. ADNOC, FEA) as shall from time to time be in force and having effect on the Site, relating to the health, safety, environment and energy.

39.3 Contractor shall comply with all practices and procedures relating to health, safety, environment and energy which may, from time to time, be issued by ADGAS.

39.4 Contractor shall comply with its own stated practices and procedures. Where these practices and procedures conflict with the special requirements contained in ADGAS HSE & EnMS Manual Rules and Regulations or with the requirements of the specification then the aforesaid ADGAS HSE & EnMS Manual Rules and Regulations and the requirements of the Specification shall take precedence.

39.5 Contractor shall appoint a dedicated professional HSEE Officer responsible for health, safety, environment and energy matters as may be prescribed in the Contract.

39.6 The Contractor shall provide its Personnel with all necessary safety equipment and protective clothing in compliance with the ADGAS HSE Manual Rules and Regulations and to a standard acceptable to ADGAS.

a) In compliance with ADNOC Code Of Practice V4-10, Contractor shall provide its personnel who shall be required to access ADGAS Plant areas (for work or visit) with the required Personal Portable H2S detector of a type that is acceptable to ADGAS.

39.7 Contractor's Personnel shall have attended any HSE course specified or required by ADGAS. The cost of such courses shall be borne by Contractor.

39.8 Contractor shall impose on its Sub-contractors the same obligations as are described in this clause and shall ensure that its Sub-contractors comply therewith.



39.9 Contractor will identify the environmental aspects (issues) associated with their activity and operation. In general, the environmental aspects are due to discharge of wastes and emissions and may result due to normal, abnormal and emergency situations.

39.10 Contractor will assess the risks involved with their environmental aspects and will act to control and minimize the risk.

39.11 Contractor employees, whose work can make significant energy & environmental impact, should be trained on the energy & environmental issues and concerns associated with their work and also about their role on how to control and mitigate energy & environmental impact.

39.12 In case of handling hazardous chemicals, Contractor will ensure that the containers are properly labeled; stacked and material safety data sheets (MSDS) are available. All work related to hazardous chemicals should comply the requirements specified in the ADGAS HSE manual.

39.13 While using hoses, pipes and joints and other fittings during handling of hazardous substances, contractor will ensure the integrity of the appliances used and all cares should be taken to avert a leakage/ loss of containment.

39.14 Contractor will ensure that, while operating in Das Island site, wastes are segregated and disposed as per ADGAS waste disposal procedure.

39.15 Contractor will have an Emergency plan for responding any environmental incident like spillage, gas leakage etc. In case of any such emergency, Contractor will report to ADGAS HSE department promptly on telephone nos. 6062657/6062021 for any action/assistance.

39.16 Incase of any environmental incident, contractor will investigate the root causes for the incident and ensure that the corrective actions are implemented. A copy of the investigation report should be submitted to ADGAS.

39.17 Contractor should not use any HALON based fire extinguishing agents in line with ADGAS policy. ADGAS also strongly recommends the use of R134a (or any other US EPA approved substitutes) as refrigerants in place of conventional ones like R-11, R-12 and R-22.

39.18 Contractor will ensure special precautions while working with asbestos. Any work dealing with asbestos materials will be carried out as per guidelines stipulated in the ADGAS HSE Manual.

39.20 The Contractor must obey ADNOC 10 Golden Safety Rules as given in ADGAS website (On home page, please refer web-link of “Conditions of Contract” under “SUPPLIERS AND CONTRACTORS” at right bottom corner)

40. MESSING AND ACCOMMODATION

40.1 The Contractor shall provide, upon request, messing and accommodation, as well as laundry services, for ADGAS personnel to a standard at least equal to that normally provided by Contractor for personnel of similar status at the rates included in the Contract.

40.2 All messing and accommodation for the ADGAS personnel shall be self-contained on board the Contractor’s vessel forming part of the Marine Spread.

41. MEDICAL CHARGES

ADGAS shall provide transport for evacuation of any casualties (CASEVAC) and shall make available their own medical facilities, at Das Island or elsewhere, in emergencies only. Charges for the use of such transport and facilities shall be to the Contractor’s account.



42. CO-OPERATION WITH OTHERS

Contractor shall liaise, co-operate with and afford all reasonable facilities and assistance to ADGAS, other contractors and suppliers, ADGAS representatives and agents and any Authority. Contractor shall ensure that during or after completion of Services there shall be no interruption/hindrance to ADGAS operations and production facilities unless such interruption shall be unavoidable and shall have been approved by ADGAS.

43. CONTINUANCE OF WORKS

Notwithstanding any disagreement, dispute, protest or court proceedings relating directly or indirectly to the Services, the Contractor shall, when required by ADGAS, at all times proceed with the Services in accordance with the determinations, instructions and clarifications of ADGAS. If the Contractor fails to proceed with the Services it shall be considered to be in default. During the period Contractor is proceeding with the Services it shall be paid the undisputed portion of any claim or payments due under the Contract as the case may be.

44. TIME LIMITATIONS ON CLAIMS

Notwithstanding any other provisions of the Contract, if the Contractor intends to claim any additional payment pursuant to any clause herein or otherwise, it shall give notice of its intention to claim to ADGAS within twenty-one (21) days after the event giving rise to the claim has first arisen.

All such claims shall be submitted in writing for determination by ADGAS.

45. SUFFICIENCY OF TENDERS

The Contractor shall be deemed to have satisfied itself on to the correctness and sufficiency of the Tender and the rates and prices stated therein, which shall cover for all his obligations under the Contract and all matters and things necessary for the proper execution and completion of the Service and the remedying of any defects therein. In the event of any inconsistency between the rates and prices stated in the tender, and those in the contract, the latter shall prevail.

46. CONTRACTOR’S OBLIGATIONS TO ITS PERSONNEL

Contractor shall fulfil all its obligations including but not limited to payment or provision of salaries and all benefits to its Personnel, in accordance with the labour agreements between Contractor and its Personnel. Failure by Contractor to comply with this requirement shall be considered by ADGAS as a breach of Contract.

47. DOCUMENTS MUTUALLY EXPLANATORY

All parts of this Contract are intended to be correlative and complementary and any obligation imposed by one part and not mentioned in another shall be performed to the same extent and purpose as though required by all. The misplacement, addition or omission of a word or character shall not change the intent of any part of the Contract from that set forth by the Contract as a whole. In the event of ambiguities or discrepancies between documents the same shall be explained and adjusted by ADGAS who shall thereupon issue to the Contractor instructions directing in what manner the Contract is to be carried out.

48. CONTINUING OBLIGATIONS

The obligations contained in clauses 10, 15, 16, 19, 20, 26, 27, 29, 34 and 37 hereof shall continue notwithstanding completion or termination of the Contract.

49. INTERPRETATION

49.1 Words importing the singular include the plural and words importing the masculine include the femine and vice versa where the context so requires.



49.2 This Contract shall be interpreted and construed according to the English Language. All documentation and communications between ADGAS and Contractor whether written or oral related to this Contract shall be in the English language.

49.3 All instructions, notifications, agreements, authorisations, approvals and acknowledgements shall be in writing.

49.4 The headings of the Clauses of this Contract are for convenience only and shall not be deemed to be part hereof or be taken into consideration in the interpretation or construction hereof.

50 CONFLICT OF INTEREST / BUSINESS ETHICS

50.1 CONTRACTOR shall conduct its operations in a lawful manner consistent with the highest ethical standards of the business community.

50.2 CONTRACTOR acknowledges that it has submitted to ADGAS prior to the EFFECTIVE DATE, a description of all current contracts, undertaking, bids, letters of intent, relationship, business associations, joint ventures, partnerships or other arrangements (collectively referred to as "arrangements") relating to any direct or indirect involvement of CONTRACTOR or any of its AFFILIATES with any aspect of the WORK or the PROJECT and which may place the Contractor or any of its affiliates in a conflict of interest position, or adversely affect the performance of the SERVICE

50.3 Neither CONTRACTOR nor any of its AFFILIATES shall, after the EFFECTIVE DATE, make any such arrangements as are described in Clause 50.2, except for those made prior to the EFFECTIVE DATE and to which ADGAS has not objected. CONTRACTOR shall promptly notify ADGAS in writing of any such arrangements which have been made or about to be made after the EFFECTIVE DATE, disclosing reasonable details thereof describing the action or actions taken by CONTRACTOR to avoid any ‘conflict of interest’ situation which may arise from such arrangement.

50.4 If ADGAS considers that any arrangements described in Clauses 50.2 and 50.3 to be prejudicial to its interest, ADGAS shall discuss the arrangements with CONTRACTOR with a view to reaching a settlement of the matter satisfactory to both PARTIES, failing which ADGAS may, at its sole discretion, terminate the AGREEMENT for CONTRACTOR’s default under Clause 21.1. CONTRACTOR's failure to notify ADGAS of such arrangements shall also be deemed as a cause for termination of the AGREEMENT for CONTRACTOR’s default under Clause 28.1.

50.5 Each PARTY shall use all efforts to prevent a conflict of interest situation from arising. Such efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, or representatives from making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations for the purpose of influencing individuals to act contrary to the best interest of the other PARTY.

50.6 CONTRACTOR shall promptly notify ADGAS of the identity of any employee, agent, or representative of ADGAS who has at any time, either before, during or after performance of the SERVICE acquired any financial interest in CONTRACTOR’s business or received any financial benefit, directly or indirectly, from or through CONTRACTOR.

50.7 Contractor acknowledges that Ethical Behaviour is ADGAS’ core value and has adopted ADGAS Business Conduct & Ethics Policy, which as amended from time to time, is available at www.adgas.ethicspoint.com. Contractor hereby confirms that it has read and understood ASGAS Business Conduct & Ethics Policy and its entire workforce (including its representatives, employees and sub-contractors) will not engage in any conduct which violates this policy. Further, ADGAS has established a Whistleblowing reporting facility governed by ADGAS Business Ethics Helpline Policy also called ‘TANBEEH’.

If Contractor or its employee identifies or suspects a violation of ADGAS Business Conduct & Ethics Policy or other unethical conduct by any party including representatives of contractors and/or ADGAS, the Contractor must immediately report such matter


http://www.adgas.ethicspoint.com/


through “TANBEEH” Website: “www.adgas.ethicspoint.com” or Phone: 800-0021 and upon prompt 855-552-3427

51. AGGREGATE LIABILITY/ LIMITATION of LIABILITY

CONTRACTOR’s maximum aggregate liability to ADGAS arising from any of CONTRACTOR’s liabilities under this AGREEMENT including liquidated damages payable pursuant to Agreement and any clause other than those stated below shall be limited to 100% (Hundred Percent) of Contract Value (the amount stipulated in the SIGNATURE AGREEMENT).

The foregoing limitation of liability shall not apply to or be reduced by:

(a) payments made by CONTRACTOR to the extent of amounts received by CONTRACTOR pursuant to insurance policies required to be effected and maintained in accordance with Clause 18 or payments received by CONTRACTOR under such insurance policies;

(b) payments made by CONTRACTOR pursuant to Clause 17.

(c) CONTRACTOR’s liability in respect of its indemnity obligations set out in Clauses 15, 17, 18, 26, 31 and 39 and/or in respect of sums payable to a THIRD PARTY by the relevant indemnifying PARTY pursuant to any indemnity set out in this AGREEMENT;

(d) CONTRACTOR’s liability in the case of misrepresentation, gross negligence, wilful misconduct or corrupt practices;

(e) CONTRACTOR's primary performance obligations pursuant to Clause 18 where such obligations arise before PROVISIONAL ACCEPTANCE;

(f) any breach by either PARTY of its confidentiality obligations set out in Clause 27.

52. SPECIAL CONDITIONS

Any additional conditions applicable to the Contract shall be numbered consecutively with the foregoing Conditions of Contract and be stated in the Agreement.


http://www.adgas.ethicspoint.com/


for

HIRE OF MARINE SPREAD

ANNEXURE B

GUIDANCE NOTES FOR DAS ISLAND CONTRACTORS

GUIDANCE NOTES FOR DAS ISLAND CONTRACTORS

INDEX

PART 1 GENERAL REGULATIONS, SAFETY AND SECURITY

PART 2 SECURITY PASSES AND EMPLOYMENT VISAS

Attachments

A, B and C - Examples of Report Formats for State Security (Das) Contractor Registration Form Contractors Temporary Pass Form Contractors Resources Form Manpower Confirmation Form

PART 3 - TRAVEL TO/FROM DAS ISLAND

Attachments

A - Application for OPTIMA CardB - Das Charter Booking Request FormC - ADGAS Das Island Air Service Booking FormD - Application for Residence – Al Jimi VillageE - Hotel Accommodation Requisition

PART 4 – ENTRY PERMITS FOR DAS ISLAND PETROLEUM PORTS

Abu Dhabi Gas Liquefaction Company LimitedGuidance Notes for Das Island Contractors

PART 1 - GENERAL REGULATIONS, SAFETY AND SECURITY

1.1 RESTRICTED AREAS

Certain areas on Das Island are restricted to personnel and in some cases also to vehicles. In general, there are two main areas of restriction, the northern industrial half of the island and the harbour area to the harbour/Airport areas the south.

Personnel may go into these restricted areas (harbour,Airport, plant, jetties etc.) only with a valid Area Access Pass and State Security Pass and after attending an approved safety induction

On the ADGAS LNG, OAG and IGD Plants, certain roads within these plants are closed to traffic, as these are hazardous areas. Where it is necessary to enter these areas for work tasks, a Vehicle Entry permit must first be obtained.

1.2 WORK PERMIT SYSTEM

Within the restricted areas no work may be carried out without the permission of the Area Authority (i.e. Operations Division). Application for a work permit is made by the applicant filling in the first section of the appropriate work permit (Naked Flame, Hotwork, Cold work, Entry, Excavation, Isolation or Vehicle Entry) detailing the nature of the work and date and time for which it is required.

The work permit when signed and issued by the Area Authority indicates that it is safe for the work detailed on the permit to proceed provided that the conditions and precautions specified are observed and the area Operator/area authority have signed the start of the job.

1.3 PERSONAL PROTECTIVE CLOTHING/EQUIPMENT

All Contractors personnel working in the ADGAS Industrial Area must wear, as a minimum, the following Personal Protective/Clothing Equipment at all times on contractors cost .

Safety helmetSafety bootsOverallsPersonal Portable H2S detectorEar protection (where required)Safety spectacles

The Contractor shall supply its Personnel with safety helmets, safety boots, overalls, Personal Portable H2S detector, ear protectors and safety spectacles of a standard approved by ADGAS. Contractor is advised to obtain ADGAS approval to proposed Personnel Protective Equipment in good time prior to the commencement of work on site so as not to cause undue delays with the progress of the Work.

As per the requirements stipulated within the ADNOC Code Of Practice Volume 4-10, Titled: Safe handling and working with H2S, it is required that all personnel entering the ADGAS plant areas (LNG Trains 1,2 & 3

Part 1 - General Regulations, Safety and Security Issue No.7 Rev.0 February 2014


including Utilities, STOREX area, Plant 26, OAG Plant & IGD plant) must carry a personal H2S detector at all times. The personal H2S detector must be calibrated for a 10 ppm alarm and should have the 3 alarms, visual, sound and vibration. The entry requirement include both if the employee is entering for a site visit or for carrying out an activity”.

The Personal Portable H2S detector must have the following specifications: Sensor range from 0 - 100ppm Low alarm level 10ppm and high level alarm 15ppm Opearting Temperature -40 C to +50 C Humidity 5% to 95% Complies with EMC Directives 89/336/EEC Non replaceable Lithium Battery Minimum 03 types of Alarm ( Visual/Audible/Vibration) Noise level of Audible alarm minimum 96dB. Certified as ATEX: CE Ex II 1 G EEx ia IIC T4 and/or IECE: Ex ia IIC T4.

Overalls and helmets supplied by Contractor should be of uniform colour and indicate the identity of the Contractor and the name and works number of the individual employee. In addition, hard hats worn by Contractors hourly paid staff should show the name of the Contractors supervisor responsible for that employee.

1.4 ELECTRICAL EQUIPMENTAll electrical equipment owned or supplied by Contractor for the performance of the Works shall not be connected until each particular item has been inspected and Approved by ADGAS.

1.5 ACCESS ROADS

The road system on Das Island is sub-divided into roads and streets, with the roads running east to west across the island and the streets running from north to south. It is important that contractors take time to understand this system and also the road/street numbers. In an emergency situation, this knowledge could be vital.

1.6 MATCHES AND LIGHTERSThe carrying of matches and cigarette lighters is strictly forbidden within the restricted areas.

1.7 SMOKING

Smoking is not permitted on either the plant, flare, jetty or tankage areas. Smoking in Restricted Areas is confined to those specific enclosures which have been granted a smoking permit defining clearly the physical extent of the permitted area.

Smoking outside of these limits is strictly forbidden and therefore any person found smoking in a Restricted Area outside the defined limits will be liable for instant dismissal and could also cause the smoking permit to be withdrawn.

1.8 PHOTOGRAPHY



The unauthorised use of cameras is strictly forbidden on Das Island. Only nominated personnel accompanied by a policeman, are allowed to take photographs, and then only when required or requested by ADGAS.

1.9 DAS ISLAND AIRPORT

Flights into and out of Das Island fly over part of the Das Island road system at low level. When the airport sirens and bells are operated, vehicles must stop and wait at the end of the red flashing lights. If you are walking across the airstrip you must leave immediately by the shortest route and wait outside the security fence until the sirens have been turned off.

1.10 ALCOHOL

Alcohol shall not be brought or consumed on Das Island.

1.11 FIGHTING

Fighting is strictly forbidden. Disputes, if any, must be solved through discussion. Any person found fighting will be arrested immediately by the Das Island Police authorities and sent off the island.

1.12 ACCIDENT/INCIDENT REPORTING

All injuries/incidents, including near misses, however minor must in the first instant be reported to the ADGAS contract representative named in your contract with ADGAS. The contractor will take appropriate action with respect to:

Medical attention for the injured personCorrecting any an unsafe practice/conditionReporting and completing the necessary report forms

1.13 MOTOR VEHICLE ACCIDENT REPORTING

Whenever a motor vehicle is involved in an accident or when a vehicle is discovered to have been damaged, it is most important that the vehicle should not be moved from the accident site.

The accident must be reported at the first opportunity to the Das Island Police authorities, ADGAS HSE Division and the ADGAS contract representative and if it happened within ADGAS Plants areas it should also be reported to ADGAS Central Control Building through the emergency No. 62222.

Failure to comply with these the above these two basic rules could result in difficulties, if not prosecution by the Das Authorities.

Motor vehicle damage repair cannot be undertaken without the specific clearance of the Das Island Police authorities.

1.14 HOSPITAL



Contractors’ personnel wishing to attend the hospital must first obtain the necessary form. The hospital is manned 24 hours a day, 365 days a year. Normal medical matters should be referred between 0730 and 1000 hours daily (between 0900 & 1000 hours on Fridays & Public Holidays). Illness outside of these hours can be dealt with by making an appointment by ringing telephone extension 63500 or in an emergency, 63300.

A dentist is available every Tuesday morning for any dental problems but you are required to make an appointment first by ringing telephone extension 63500.

1.15 PERSONNEL MOVEMENTS TO AND FROM DAS ISLAND

All contractors working on Das Island are required to submit a report to the Das Island Police Authorities not later than the 5th of each calendar month indicating the movement of their personnel to and from Das Island during the preceding month. The report should be submitted in Arabic to a standard format (refer Security Passes and Employment Visas, Guidance Notes for Das Island Contractors for example). Such movement reports are to be submitted via ADGAS Administration and Personnel Department, Das Island.

The foregoing is a mandatory requirement of the Government of Abu Dhabi.

1.16 SUMMER WORKING HOURS

All Contractors must ensure that during the period from 1st July until 31st August no work is performed directly under the sun between the hours of 12:30 and 16:30, unless adequate protection (i.e. sunshade, etc.) from direct sunlight is provided. The above requirement is in accordance with Ministerial Directive No. 467 of 2005 dated 28th June 2005.



PART 2 - SECURITY PASSES AND EMPLOYMENT VISAS2.1 ACCESS TO DAS ISLAND FOR ADGAS CONTRACTORS

In order for you to obtain access to Das Island to carry out the works/services detailed in your contract with Abu Dhabi Gas Liquefaction Company Limited ("ADGAS"), it will be necessary for you to obtain security clearance and passes for your personnel and equipment, from the UAE authorities.

The following information is based on current requirements for the issue of employment visas and security passes and should be observed by all contractors having valid contracts for work on Das Island.

It is also applicable to contractors wishing to tender for work/services and requiring temporary access to Das Island in connection with site visits/meetings.

It should be noted that ADGAS assistance is limited to the procurement of letters of assistance to facilitate contractor’s detailed application to the UAE authorities.

2.2 REGISTRATION WITH DOCUMENTATION SECTION, ABU DHABIADGAS, Documentation Section, can provide support and assistance to ADGAS Contractors to help them to obtain employment visas for their personnel requirements, security clearance and passes for both personnel and equipment required to be deployed on Das Island in connection with their contract with ADGAS. Assistance will also be provided to ADGAS contractors with respect to any approved sub-contractor requirements.

All enquiries for assistance should be made in writing as follows, with copy to the respective ADGAS Contract Representative:

Government Relations Team LeaderAbu Dhabi Gas Liquefaction Company LimitedPO Box 3500Abu Dhabi

All ADGAS contractors requiring assistance with employment visas, security clearance and passes must, in the first instance complete and return to the Government Relations Team Leader, a Contractor Registration Form (See Attachment) together with a photocopy of the following documents:

Copy of Municipality Trade Licence (Oil and Gas business activities must be shown as part of their business activities)

Copy of Chamber of Commerce Registration Copy of Power of Attorney nominating the authorised officer(s) of the

company.

2.3 TEMPORARY SECURITY PASSES FOR ACCESS TO DAS ISLAND

Documentation Section can assist ADGAS contractors in obtaining temporary security passes for its personnel to visit Das Island in connection with tender enquiries or other matters.

Part 3 - Travel to/from Das Island Issue No.7 Rev.0 February 2014


ADGAS Documentation Section will provide a supporting letter addressed to the Oil Field Security Department, to accompany Contractor's application for security passes for its personnel.

It is the responsibility of the contractor to obtain all security passes required in good time to attend site visits or meetings on Das Island and ADGAS's assistance is limited to the procurement of a support letter.

In addition to the contractor registration requirements, the contractor should liaise with the ADGAS Representative with whom it wishes to meet to obtain ADGAS authorisation of its stated requirements for personnel passes in connection with its planned visit or meeting.



The Contractor should complete Part A of the Contractor 's Temporary Pass Application Form (See Attachment) and submit this to the ADGAS Representative for his signature and return to contractor. A copy of this form will be passed by the ADGAS Representative to the Documentation Section (Abu Dhabi).

The contractor should then write to the Government Relations Team Leader, Government Relations Section requesting assistance with obtaining temporary security passes for its personnel and equipment. For each supporting letter required, the contractor will attach the signed original of a Contractor 's Temporary Pass Application Form with copy of Trade License and Chamber of Commerce Registration.

The contractors letter must nominate the name and telephone number of its representative who will co-ordinate and handle any queries raised by Government Relations Section if this is different from the details supplied on the Contractor Registration Form held by ADGAS.

One to two working days should be allowed for the supply by ADGAS of a support letter to the Oil Field Security Department to enable contractor to process its temporary security pass application.

2.4 ADGAS ASSISTANCE IN CONNECTION WITH SECURITY PASSES FOR DAS ISLANDGovernment Relations Section can assist ADGAS contractors in obtaining security passes for its personnel and equipment required in connection with a valid ADGAS contract.

ADGAS Government Relations Section will procure a supporting letter addressed to the Oil Field Security Department, from the Supreme Petroleum Council, to accompany Contractor's application for security passes for its personnel and equipment, in connection with its contract with ADGAS.

It is the responsibility of the contractor to obtain all security passes required and ADGAS's assistance is limited to the procurement of a support letter.

In addition to the contractor registration requirements, the contractor should liaise with the nominated ADGAS Contract Representative to obtain ADGAS authorisation of its stated requirements for personnel and equipment passes in connection with its contract with ADGAS.

The Contractor should complete Part A of the Contractor Resources Form (See Attachment) and submit this to the ADGAS Representative nominated in the contract for signature and return to contractor. A copy of this form will be passed by the ADGAS Representative to the Government Relations Section (Abu Dhabi).

The contractor should then write to the Government Relations Team Leader, Government Relations Section requesting assistance with obtaining security passes for its personnel and equipment. For each supporting letter required, the contractor will attach the signed original of a Contractor Resources Form with copy of Trade License and Chamber of Commerce Registration.



The contractors letter must nominate the name and telephone number of its representative who will co-ordinate and handle any queries raised by Government Relations Section if this is different from the details supplied on the Contractor Registration Form held by ADGAS.

Five working days should be allowed for the procurement by ADGAS of a support letter issued by the Supreme Petroleum Council to enable contractor to process its security pass application.

2.5 ADGAS ASSISTANCE IN CONNECTION WITH EMPLOYMENT VISAS

Government Relations Section can assist ADGAS contractors in obtaining employment visas for such personnel required in connection with a valid ADGAS contract.

ADGAS will provide a supporting letter addressed to the Ministry of Labour to accompany Contractors application for employment visas in connection with its contract with ADGAS.



It is the responsibility of the contractor to procure all visas required and ADGAS's assistance is limited to the supply of a support letter.

In addition to the contractor registration requirements, the contractor should liaise with the nominated ADGAS Contract Representative to obtain ADGAS agreement of the contractor's requirements for additional manpower in connection with its contract with ADGAS. The contractor should complete Part A of the Manpower Confirmation Form (See Attachment) and forward this to the ADGAS Representative for signature and return to contractor.

The contractor should then write to the Government Relations Team Leader requesting assistance with obtaining employment visas.

For each support letter required, the contractor will attach the original of a Manpower Confirmation Form duly signed by the ADGAS Contract Representative nominated in the contract. The contractors letter must nominate the name and telephone number of its representative who will co-ordinate and handle any queries raised by Government Relations Section, if this is different from the details supplied on the Contractor Registration Form held by ADGAS.

One to two working days should be allowed for the provision by ADGAS of a supporting letter addressed to the Ministry of Labour.

2.6 CONTRACTORS APPLICATION FOR PERSONNEL SECURITY PASSES

On receipt of the support letter from the Supreme Petroleum Council via ADGAS, the contractor should make application direct to the Oil Field Security Department for its security pass requirements. For each pass (or renewal) required, the following is to be provided.

Copy of Passport of employee showing that a valid visa has been stamped into passport (Note: Visas not stamped into passports will not be accepted by the Oil Security Department)

Five (5) passport size photographs (not Polaroid) with red background colour only.

Contractor's completed security introduction form addressed to Oil Security Department.

2.7 CONTRACTORS APPLICATION FOR EQUIPMENT SECURITY PASSES

On receipt of the support letter from Supreme Petroleum Council via ADGAS, the contractor should make application direct to the Oil Field Security Department, for its security pass requirements. For each pass (or renewal) required, the following is to be provided.

Photocopy of the Vehicle Registration Book issued by Traffic Department and No Objection Certificate (NOC) issued by Delma Co-operative Society to the contractor to apply for security passes.

Note:



The contractor should allow a minimum of five (5) working days for processing of passes by the Oil Field Security Department.

2.8 MOBILISATION/DEMOBILISATION AND MONTHLY REPORTING REQUIREMENTS

Prior to mobilisation and demobilisation the Contractor is required to provide to the Personnel Department on Das Island and the Government Relations Section in Abu Dhabi, in a format acceptable to the Das Island authorities, a full list in Arabic of all personnel and equipment to be mobilised or demobilised as the case may be.

For each of Contractors personnel mobilised/demobilised the following information is required:

Name Job Title Nationality Passport Details Security Pass Details



For each item of Contractors plant and equipment mobilised/demobilised the following information is required:

Vehicle Registration Number Security Pass Details

In addition, Contractor is required to submit on a monthly basis report(s) to the Security Officer (Das Island), Officer-in-Charge, Das Island Police, Immigration Officer (Das Island), Personnel Department (Das Island) and Government Relations Section (Abu Dhabi) showing any additions to or deletions from contractors original list supplied on mobilisation, in a form approved by Personnel Department (Das Island). This should show the total number of personnel and equipment on the Island and note any changes occurring during the month.

Attachments "A", "B" and "C" give examples of the format of report forms required to be supplied by Contractor to the Security and Immigration authorities on a regular basis, which are provided by ADGAS for information purposes only. The requirements of the various authorities based on Das Island may vary from time to time and ADGAS contractors are required to comply with such regulations and rules as are applicable from time to time.



PART 3 - TRAVEL TO/FROM DAS ISLAND

3.1 INTRODUCTION

These guidance notes have been prepared for the benefit of ADGAS contractors and ADGAS personnel responsible for the administration of contracts. They are based on procedures and notes published from time to time by ADMA-OPCO who are responsible, on behalf of both ADGAS and ADMA-OPCO, for the fixed-wing air charter facility operating between Abu Dhabi and Das Island. Flights are scheduled in accordance with Fixed Wing Aircraft Charter Operating Schedule published from time to time by ADMA-OPCO, copies of which are available from ADGAS on request.

3.2 OPTIMA CARDS

Before requesting a travel booking, Contractor's personnel must be in possession of an OPTIMA1 Card issued by ADGAS Travel Section, Abu Dhabi.

For first time travellers to Das Island, Contractor shall advise the ADGAS Job Officer of the names of it's Personnel requiring travel to Das Island who have not been issued with an OPTIMA card. Following receipt of Contractor's request, the ADGAS Job Officer shall send a request to the ADGAS Travel Supervisor (attaching a copy of Contractor's request), authorising Travel Supervisor to issue an OPTIMA card to each of the Contractor's Personnel listed in Contractor's request. Contractor shall complete the Application for Travel Card form (Attachment "A)" for each required OPTIMA card and send/deliver this to Travel Supervisor, together with the following documentation/information for each OPTIMA card required.

Photocopy of Passport/Visa Photocopy of Das Island Security Pass 2 Polaroid photographs (2cm x 2cm in size)

Travel Section will then issue an OPTIMA card directly to Contractor.

3.3 CONTRACTORS PERSONNEL TRAVELLING TO DAS ISLAND AND RETURNING THE SAME DAY (e.g. SITE VISITS)Contractor shall advise the ADGAS Job Officer/ADGAS Representative by telefax, giving

details of passengers (clearly indicating which of their Personnel have a valid OPTIMA card) and the required dates/time of travel. The ADGAS Job Officer/Representative shall review the Contractor's requirements and authorise the travel arrangements by one of the following methods.

3.3.1 For Contractor's Personnel without a valid OPTIMA Card

a) Actions for Abu Dhabi Based Job Officer

The Job Officer shall authorise the issue of an OPTIMA card as above and shall complete a DAS Charter Booking Request Form (Attachment 'B'), which is used to book flights originating from Abu Dhabi, and send the completed form to Travel Supervisor, Abu



Dhabi. The booking form should clearly indicate whether the cost of the flight is recoverable from Contractor or non-recoverable (i.e. to ADGAS account). If non-recoverable, the Job Officer shall state clearly the ADGAS Job number to be charged for the cost of the air charter.

b) Actions for Das Island based Job Officer

Job Officer shall authorise the issue of an OPTIMA card as above and shall authorise a charter flight as detailed in 2b) below.

Travel Supervisor, Abu Dhabi shall upon receipt of authorisation from the Job Officer as above, issue the OPTIMA card and make the necessary flight booking.

1 OPTIMA is an acronym for Offshore Personnel Travel Information Management



3.3.2For Contractor's Personnel with a valid OPTIMA Card

Job Officer shall authorise the flight booking by the following methods.

a) Actions for Abu Dhabi based Job Officer

Job Officer completes DAS Charter Booking Request Form (Attachment 'B') and sends by telefax to Travel Supervisor, Abu Dhabi who will make the necessary travel booking from Abu Dhabi.

b) Actions for Das Island based Job Officer

either

Job Officer shall complete the Das Island Air Service Booking Form (Attachment 'C'), and forward this to Personnel and Training Department, Das Island who will make the necessary travel booking from Das Island.

or

If the request is urgent, Job Officer shall send a telefax requesting travel booking to Travel Supervisor, Abu Dhabi, who will arrange the necessary travel booking from Abu Dhabi. The telex/telefax shall sate the following information:

Name of Contracting Company Name of traveller OPTIMA Card Number Date/time of required travel Confirm if cost recoverable from Contractor If not recoverable, state ADGAS Job Number to be charged.

3.4 CONTRACTORS PERSONNEL TRAVELLING TO DAS ISLAND ON INITIAL POSTING OR RETURNING FROM LEAVE AND REQUIRING ACCOMMODATION

3.4.1CONTRACTOR'S ACTIONS

The Contractor shall send ADGAS a telefax on telefax number 6062827, copied to ADGAS Job Officer/Contract Representative, quoting the following information for each passenger:

Company:Name:Post title of employee/passenger:Nationality:OPTIMA number:Passport number:Security pass number and validity:Expected date of travel to/from Das Island:



Contract number or other reference (e.g. Service Order):Designated ADGAS Job Officer/Contract Representative:

Reservations cannot be made unless these details are provided for each employee/passenger.

3.4.2ADGAS JOB OFFICER ACTIONS

Upon receipt of the telefax copy from Contractor, the ADGAS Job Officer/Contract Representative shall confirm the contractor's request by completing the Application for Residence on Das form (Attachment 'D') and forward the original to Al-Jimi Village Accommodation Officer, Das Island.



The ADGAS Job Officer shall also authorise the travel booking request (and confirm the cost allocation of flights) by completing either an ADGAS leave application form for Contract Staff working under the direction of ADGAS or a Das Island Air Service Booking Form for those Contractor's personnel working under the direction of Contractor (e.g. contracts for work).

3.5 ADGAS AL-JIMI VILLAGE ACCOMMODATION OFFICER ACTIONSOn receipt of the accommodation request form duly authorised by Job Officer, Al-Jimi Village

Accommodation Officer will telefax to the Contractor concerned, with a copy to ADGAS Personnel (HOAS/AMD) and ADGAS Job Officer/Contract Representative, confirming availability of accommodation and requesting that Contractor's personnel are booked on the first available charter to Das Island.

3.6 CONTRACTOR ACTIONSOn receipt of the accommodation confirmation copy telefax from ADGAS Al-Jimi Village

Accommodation Officer, the Contractor will complete the Charter Booking Form and Contractor will approach ADGAS Travel Office with accommodation copy telefax to reserve/confirm the required chartered booking.

3.7 ACCOMMODATION APPROVALS

In the event of Contractor's request for accommodation/flights not being approved by the ADGAS Job Officer/Contract Representative, the Contractor will be advised directly by telefax by the ADGAS Al-Jimi Village Accommodation Officer, copied to the ADGAS Job Officer and Contractor's Site Representative.

In the event that accommodation is not available to meet the requirements of the Contractor, the matter will be resolved between the ADGAS Job Officer/Contract Representative and the ADGAS Al-Jimi Village Accommodation Officer directly and the Contractor will be informed of the outcome by telefax from either the ADGAS Job Officer or the ADGAS Al-Jimi Village Accommodation Officer.

3.8 TEMPORARY ACCOMMODATION, ABU DHABI

Contractor shall be responsible for arranging any temporary accommodation required in Abu Dhabi prior to travel to Das Island (i.e. overnight transit accommodation). Contracted staff working for ADGAS shall be entitled to transit accommodation in accordance with established ADGAS policy and procedures, from time to time in force.

3.9 TRAVEL BOOKINGS

Travel bookings made in Abu Dhabi, must be made to Travel Office in Abu Dhabi as early as possible, but not later than 1200 hours on the day preceding that on which it is intended to travel (1000 hours on Thursday for Friday and Saturday flights).

Travel bookings made in Das Island, for leave, duty visits, emergency evacuation, final departure etc., should be made to the ADGAS Personnel and Training Office, after authorisation from the ADGAS Job Officer/Contract Representative.

It is mandatory that all occupants should report to Al-Jimi Village Accommodation Office before proceeding on leave/final departure to avoid Contractor being charged for on-going messing charges by ADMA-OPCO.



3.10 VACATING ACCOMMODATION ON DEPARTURE

Contractor shall ensure that its personnel accommodated in ADGAS accommodation are made aware of the ADGAS accommodation rules and procedures as published by ADGAS. If ADGAS accommodation is not vacated of all personal effects and the keys returned to the ADGAS Al-Jimi Village Accommodation Office prior to interim/final departure from Das Island, then Contractor shall be liable for all on-going and additional charges as may be applied by ADGAS.



3.11 CHECK-IN AT ABU-DHABI

Check-in for charter flights to Das Island will be at Abu Dhabi Aviation Das Island check-in counter, Abu Dhabi International Airport, at least 40 minutes before the scheduled departure time where passenger documents are checked and luggage, if any, weighed.

The charter operator’s check-in facilities will close 15 minutes before the scheduled departure time. Passenger failing to check-in by this time will be cancelled from the flight manifest.

Transport to Abu Dhabi International Airport will depart from ADGAS Main Office Bulding a minimum of 1¼ hours before the scheduled departure time.

3.12 CHECK-IN AT DAS ISLAND

Checking-in for charter flights to Abu Dhabi will be done at Das Island Airport, 40 minutes before the scheduled take off time. Passenger documents will be checked, luggage weighed and boarding passes issued.

The charter operator’s check-in facilities will close 15 minutes before the scheduled departure time. Passenger failing to check-in by this time will be cancelled from the flight manifest.

3.13 CANCELLATIONS

It is essential that the Travel Section of ADMA-OPCO or ADGAS is advised in good time of cancellation of a booked passage. This will assist in releasing a seat for a wait listed passenger and thus make full use of the charter space. Seats booked and confirmed by Contractors and not subsequently taken for any reason including no-show situations will be charged at the full rate unless these seats can be used by wait-listed passengers.

3.14 BAGGAGE

An allowance of up to 20 kg per passenger for personal baggage only is permitted on charter flights. Contractor materials such as stationary, general cargo and any form of tools or contractors equipment should not be sent via charter flights.

Contact should be made with Procurement Division/Logistics Facility for shipment arrangements from Abu Dhabi to Das Island relating to Contractor’s materials, equipment and supplies. For return of materials, equipment and supplies from Das Island, Contractor should contact Das Stores for shipping arrangements.

Taking photographs is strictly prohibited on Das Island by non-authorised individuals; therefore, photographic equipment and mobile phones with cameras must not be included in personal baggage.

Video tapes, CD’s and all data storage devices may be included in personal baggage after prior checking/clearance from relevant Police Authorities and must be handed in to the Das authorities upon arrival on Das Island



Alcohol is not permitted in personal baggage and must not be taken on to the island.

3.15 TRANSPORTATION OF ELECTRICAL GOODS AND PERSONAL EQUIPMENT.

Any item which could be inferred as being the property of ADGAS (or ADMA-OPCO) must first be cleared by ADGAS (or ADMA-OPCO as appropriate) and written documentation is required to be handed to the Police Authorities at the Airport upon departure from Das Island. This will include personal stereos, radios, and the like.



3.16 MEDICAL REQUIREMENTS

The following medical requirements and procedures are to be observed by Contractors working on Das Island.

a) Visitors staying less than 48 hours

Contractors’ personnel visiting the island for periods of less than 48 hours are NOT required to carry health documentation.

b) Visitors staying less than 7 days

Contractors personnel visiting the island for periods of more than 48 hours but less than 7 days are required to carry a valid health card showing the holder has had a typhoid inoculation offering current protection.

c) Contractors personnel staying more than 7 days

Contractors’ personnel visiting the island for periods of more than 7 days are required to comply with the following medical requirements:

i) Have undergone a full medical examination, including chest X-ray and full hepatitis profile, at any medical center/polyclinic or by a registered medical practitioner in Abu Dhabi who will issue a fitness certificate certifying that Contractor's personnel are fit for duty on Das Island, for presentation to ADMA-OPCO travel section.

or

ii) Abu Dhabi Ministry of Health medical examination form as issued by the Department of Preventative Medicine with the official stamp and annotated Fit or Unfit in the box provided.

or

iii) Any other Government medical examination form officially stamped and annotated fit or unfit and recognised as acceptable by ADMA-OPCO Travel section.

andiv) a valid health card showing the holder has had a typhoid inoculation offering

current protection.

Such medical certificates and health cards will on arrival be re-examined for approval by the Senior Medical Officer, Das Island and his staff. Medical examinations must be repeated at the following minimum frequencies:

Age 55 – 60 (maximum) Every 6 monthsAge 50 – 54 Every yearAge 40 – 49 Every 2 yearsAge 39 and below Every 3 years

3.17 DOCUMENTATION REQUIREMENTS

It is essential that all personnel visiting Das Island have in their possession the following:



An Oil Installation Security Pass valid for Das Island The Original Passport with valid Visit/Residence visa. OPTIMA Card Appropriate Medical Documentation

Procedures for obtaining security passes and visas are described in Part 2 - Security Passes and Employment Visas - Guidance Notes for Das Island Contractors.



ATTACHMENT A



ATTACHMENT B


PART 4 – ENTRY PERMITS FOR DAS ISLAND PETROLEUM PORTS

4.1 INTRODUCTION

Small craft entering Das Petroleum Port water, whether for cargo operations at the small boat harbour, or for projects are required to have a valid Entry Permit issued by the Petroleum Ports Authority (PPA). The following are the procedures required to ensure that the PPA requirements are maintained.

These procedures, and the issue of any Entry Permit, do not affect the rights of the PPA to refuse entry, suspension or cancellation of the said Permit for any vessel that is found to be in non-compliance with Port Regulations.

4.2 Cargo Vessels

In order to obtain the Entry Permit, vessels must submit valid copies of the following certificates to the PPA at least 7 days prior to arrival.

a) Propelled

1. Certificate of Registry2. Certificate of Class for Hull & Machinery or an Independent Survey

Report.3. Navigation License4. Load line Certificate or Attestation from a recognized Classification

Society5. Survey and Certification reports for fire fighting and life saving equipment6. Radio License7. De ratification Certificate8. General Arrangement Plan

b) Non-propelled craft


Report3. Navigation License4. Load line Certificate or Attestation from a recognized Classification

Society5. Certificate of Inspection of Towing Bridle6. General Arrangement Plan

The PPA reserves the right to refuse entry to the Port of Das Island of any barges accompanied by insufficiently powered craft. The basic requirement for barges and unpropelled craft is one tug for each unpropelled unit.

On receipt of the correct valid certificates the PPA will issue an Entry Permit for the craft for an appropriate period.

Upon arrival at Das for the first time, the craft will also sign the PPA Conditions of Use for the Abu Dhabi Petroleum Ports Terminal Facilities.

The PPA will provide Das Marine with a list of the entry permits which have been granted, together with the periods of validity, and this list will be updated by the PPA.

4.3 Project VesselsPart 4 – Entry Permits for Das Island Petroleum Port Issue No.7 Rev.0 February 2014

Craft that is to be used for ADGAS projects within Das waters must be nominated to the PPA by ADGAS or their approved marine advisors.

Copies of the marine procedures for the project, including mooring, anchoring locations, Contingencies for emergency, etc. And any heavy lifts together with valid copies of the following documents must be submitted to the PPA at least 7 days in advance for approval.

Part 4 – Entry Permits for Das Island Petroleum Port Issue No.7 Rev.0 February 2014

a) Propelled


Report.3. Navigation License4. Load Line Certificate or Attestation from a recognized Classification

Society5. Survey and Certification reports for fire fighting and life saving equipment6. Radio License7. De ratification Certificate8. General Arrangement Plan9. CV of Master10. Total number of crew and workers

b) Non-propelled craft


Report.3. Navigation License4. Load Line Certificate or Attestation from a recognized Classification

Society5. Certificate of Inspection of Towing Bridle6. General Arrangement Plan

Upon receipt of the required valid certificates and approval of the marine procedures, PPA will issue an Entry Permit for the Craft for an appropriate period.

If the craft is to be involved in Diving Operations, ADMA-OPCO Diving Safety Engineer must inspect and approve the diving installation and approve the diving procedures to be used. PPA should be advised in writing when approvals have been granted.

On arrival at Das Island and before commencing operations, projects craft will be required to sign a copy of the PPA Conditions of Use for the Abu Dhabi Petroleum Ports Terminal Facilities and also a copy of the Area Authority Conditions of work which are established by ADMA-OPCO on behalf of PPA for each Project.

Part 4 – Entry Permits for Das Island Petroleum Port Issue No.7 Rev.0 February 2014


for

SERVICES OF CONTRACTOR (DAS ISLAND)

ANNEXURE C

FORM OF PERFORMANCE BOND

FORM OF PERFORMANCE BOND(To be issued by a bank registered in the UAE and subject to the approval of ADGAS .The original of the Performance bond is to be typed on the Surety’s headed letter paper)

Abu Dhabi Gas Liquefaction Company LimitedPost Box 3500Abu DhabiUnited Arab Emirates

Dear Sirs,

Performance Bond for: ADGAS Contract No. (the 'Contract')

BY THIS BOND We, (enter the name of the Bank providing the surety) (the 'Bank') whose registered office is at (enter the Bank's registered office address) have the honour to inform you that we irrevocably and unconditionally guarantee (enter the name of the Contractor) (the 'Contractor') and are held firmly bound to Abu Dhabi Gas Liquefaction Company Limited, ('ADGAS') in the amount of (enter the currency and the amount in words and figures) in support of the due performance of the obligations undertaken by Contractor in respect of the Contract, upon the terms and conditions specified hereunder.

WHEREAS;

1. ADGAS has or intends to enter into the Contract with Contractor for the supply or provision of certain goods and services as above (the 'Services'),

2. As a condition of entering into the Contract, the Contractor is required to procure a performance bond in the sum stated above,

3. The Bank has agreed to provide a performance bond in the prescribed

amount. NOW THEREFORE,

In consideration of the payments made by the Contractor to the Bank in connection with the costs of the Bank in issuing this bond, the Bank hereby irrevocably and unconditionally undertakes and guarantees that upon any default or alleged default on the part of the Contractor in the performance of its obligations under the aforementioned agreement, the Bank will pay to ADGAS an amount not exceeding the aforementioned sum, or part thereof, on your first demand without warning or any restriction or condition and without recourse and notwithstanding any objection on the part of the Contractor.

The sum payable by the Bank hereunder shall be paid to an account nominated by ADGAS within five banking days of ADGAS's first demand in writing. The certificate of a duly authorised officer of ADGAS as to the existence of a default or alleged default on the part of the Contractor and as to the amount payable by the Bank, shall be conclusive evidence of these matters. For this purpose a duly authorised officer of ADGAS shall be the Chief Executive Officer, or such other officer appointed by him in writing, from time to time.

Any changes, modifications, additions, deletions or amendments which may be made to the Contract or in the Services or in the payments to be made on account thereof or any extensions of time for performance or other forbearance on the part of either ADGAS or the Contractor to the other or to any other guarantor of the obligations of either of them, shall not in any way release us from our continuing liability hereunder and we hereby expressly waive our right to receive notice of any such changes, modifications, additions, deletions, amendments, extensions, or forbearance.

- 2 -

This Performance Bond shall come into force on (enter Effective Date of contract or letter of intent or date of acceptance of interim arrangement) and shall cover any default or alleged default on the part of the Contractor in the performance of its obligations under the Contract. ADGAS's entitlement to claim under this undertaking shall terminate on the expiry of the Warranty Period as defined in the Contract.

Payment of the aforementioned sum by the Bank to ADGAS under the terms of this bond shall be made free and clear of all taxes, levies, duties, imposts, fees, deductions, or withholdings of any kind.

The costs of the Bank in issuing or extending the validity of this bond are to be borne by the Contractor. The construction, validity and performance of this Performance Bond shall be governed by the law of Abu Dhabi.

for and on behalf of (the Bank)

Signed :

Dated this day of

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