HKN MSC - v.24 (Non Well)

MSC XXX
MASTER SERVICE CONTRACT

(Non-Well Work)
NUMBER
BETWEEN
HKN Energy Ltd.
AND

NOTICE:
THIS CONTRACT CONTAINS

INDEMNITY AND RELEASE PROVISIONS
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TABLE OF CONTENTS
Part Article Page
A WORK SPECIFIC TERMS AND CONDITIONS

Article A1: Definitions A1
Article A2: The Contract A1
Article A3: Company and Contractor Representatives A2
Article A4: The Services A2
Article A5: Contractor Furnished Items A2
Article A6: Company Furnished Items A2
Article A7: Contractor’s Personnel A3
Article A8: Approval of Subcontractors A3
Article A9: Contractor’s Right to Suspend A4
Article A10: Hazards, Incidents and Waste A4
Article A11: Changes to the Work A4
Article A12: Inspection and Approval of the Work and Goods A5
Article A13: Warranty A5
Article A14: Acceptance of the Work A6
Article A15: Bonus and Liquidated Damages A6
Article A16: Indemnities and Liabilities A6
Article A17: Insurance Coverages A10
Article A18: Termination A10
Article A19: Default A12
Article A20: Choice of Law A12
B STANDARD TERMS AND CONDITIONS

Article B1: Scope of Contract B1
Article B2: Job Order and Purchase Order B1
Article B3: Performance of the Work B1
Article B4: Reserved B2
Article B5: Suspension B2
Article B6: Laws, Regulations and Policies B2
Article B7: Payments B6
Article B8: Liens B7
Article B9: Company Audit Rights B7
Article B10: Taxation B7
Article B11: Insurance B8
Article B12: Term B9
Article B13: Force Majeure B9
Article B14: Dispute Resolution B10
Article B15 Miscellaneous General Provisions B12
C KURDISTAN TERMS AND CONDITIONS

Article C1: General Provisions C1
Article C2 Kurdistan Specific Provisions C1
D STANDARD DEFINED TERMS D1

E JOB ORDER AND PURCHASE ORDER FORMAT E1
F NOTIFICATION ADDRESSES F1
G COMPANY POLICIES G1
H VENDOR DISCLOSURE QUESTIONNAIRE H1
I SALE OF GOODS I1
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NUMBER 178
This Contract is effective from the day of Octobe , 20 by and between HKN Energy Ltd., a
company established and existing under the laws of the Cayman Islands, whose registered office is at Ugland
House, South Church Street, George Town, Grand Cayman, Cayman Islands (“Company” or “HKN”), and ,
established and existing under the laws of whose registered office is at and whose business location
is at (“Contractor”).
The Parties, each in consideration of the promises and agreements of the other herein contained, mutually agree
as follows:
PART A
WORK SPECIFIC TERMS AND CONDITIONS
ARTICLE A1
DEFINITIONS
A1.1 Definitions - In this Contract, all words and terms identified by a capitalized initial letter have the
meaning assigned to them in Part D - "Standard Defined Terms". This Contract will not include or use
all terms listed in Part D. A term included within a Contract document, but not represented as a defined
term, is ascribed its generally accepted English language meaning.
ARTICLE A2
THE CONTRACT
A2.1 Contract - The following parts form, and shall be read and construed as part of, the Contract.
Part A - Work Specific Terms and Conditions

Part B - Standard Terms and Conditions
Part C - Kurdistan Terms and Conditions
Part D - Standard Defined Terms
Part E - Job Order and Purchase Order Format
Part F - Notification Addresses
Part G - Company Policies
Part H - Due Diligence Questionnaire
Part I - Sale of Goods
These parts constitute one document, the contents of which, in the event, and to the extent, of ambiguity
or contradiction between the parts, will be given precedence in the order listed except as provided in
Article A2.3: “Geographical Scope of Contract”, Article B2.1 “Job Orders and Purchase Orders” and
Article B15.12 “Precedence”.
A2.2 Purpose of Contract - The purpose of the Contract is to set forth the terms and conditions of any Work
undertaken by Contractor for Company and to define the Parties’ contractual rights, obligations and
liabilities. The Contract does not establish exclusivity of business dealings between the Parties nor is
Company committed to contract for a stated volume of Work.
A2.3 Geographical Scope of Contract - The provisions of the Contract apply for all countries. Kurdistan
specific provisions that amend existing terms within Part A or Part B of the Contract are contained within
Part C of the Contract, and will be given precedence where applicable.
A2.4 Complementary Provision - The contract documents which comprise the Contract are complementary,
and Contractor shall carefully study and compare the various documents, as well as any other
information furnished by Company relative to the Work. No contract document should be read in
isolation. This obligation is for the purpose of facilitating full understanding of the requirements of the
Contract and not for the purpose of discovering errors, omissions, or inconsistencies in the Contract.
Contractor shall communicate promptly to Company, as a request for information, any errors, omissions,
or inconsistencies discovered by Contractor.
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ARTICLE A3
COMPANY AND CONTRACTOR REPRESENTATIVES
A3.1 Representatives - The Representative(s) appointed by each Party will be deemed to be the agent(s)
and representative(s) of the relevant Party and authorized to act on behalf of such Party, but will not
have authority to amend this Contract. Contractor's Representative will be in charge of Contractor's
Personnel and have full authority to bind Contractor in day-to-day matters arising between Contractor
and Company.
A3.2 Delegation - From time to time, each Party may delegate any powers and authorities vested in its
Representative to any other employee or representative. The delegating Party shall provide advance,
written notice to the other Party of any such delegation.
A3.3 Language of Communication - Contractor's Representative must be able to read, write, speak and
fully comprehend the English language. All meetings, communications and correspondence between
Company and Contractor in connection with the Contract and all procedures, documentation and the
like will be in the English language.
A3.4 Language of Communication – Contractor shall provide a sufficient number of Contractor’s Personnel
who can speak, read, and write the English language. Contractor shall demonstrate this sufficiency
considering the team size, task complexity, and trade disciplines involved in the task. Key personnel
and supervisory personnel of the Contractor and Subcontractors shall read, write and speak fluent
English.
ARTICLE A4
THE SERVICES
A4.1 Company's Instructions - Contractor shall, without prejudice to the provisions of Part B Article B3.1
"Independent Contractor", comply with all instructions of Company consistent with the provisions and
objectives of this Contract which may, from time to time, be given by Company.
A4.2 Other Contracts - Company reserves the right to award other contracts for work in connection with the
Work. Contractor shall not hinder such contractors in the execution of their work. Contractor shall
coordinate the performance of its Work and cooperate with such other contractors. In a similar manner,
Company shall instruct such other contractors to coordinate their work with Contractor and not hinder
Contractor in the execution of its Work.
ARTICLE A5
CONTRACTOR FURNISHED ITEMS
A5.1 Contractor Furnished Items - Contractor shall furnish all Contractor Furnished Items as necessary to
prudently perform the Work, or as otherwise required by Company under the Contract, including all
information technology, software, safety apparel and equipment, and necessary small tools and
maintenance equipment necessary to perform Contractor's obligations with respect to the Job Order or
Purchase Order. Contractor shall inspect, maintain, and repair all Contractor Furnished Items.
Contractor will, at its expense, supply all spare parts and materials required for such inspection,
maintenance and repair. Contractor Furnished Items must conform with or exceed relevant Contract,
national and industry specifications and standards. Unless otherwise specified within the Job Order or
Purchase Order and if applicable, Contractor shall transport Contractor Furnished Items to Company's
Work Site.
A5.2 Safety Apparel and Equipment – Contractor shall furnish all applicable safety apparel and equipment
for Contractor's Personnel, including, but not limited to, hard hats, respirators, safety footwear, safety
glasses with side shields, safety gloves, fire extinguishers, personal gas detection equipment (e.g. H 2S
monitors), flame resistant clothing, ear plugs and the like, at Contractor’s sole cost and as Contractor
Furnished Items. All such items must meet the standards of applicable regulatory agencies.
ARTICLE A6
COMPANY FURNISHED ITEMS
A6.1 Company Furnished Items - Company shall transport Company Furnished Items to an agreed point of
delivery to Contractor and bear the risk of loss to that point and prior to delivery.
At the time of delivery of Company Furnished Items, Contractor shall inspect each such item for
completeness and damage and shall prepare and maintain an inventory record providing the results of
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such inspection thereof to Company. If no such information has been provided to Company with respect
to any such item of Company Furnished Items within 24 hours of delivery, such item will be deemed to
have been received by Contractor in complete and undamaged condition.
Upon the termination of the Job Order, Contractor shall return to Company all equipment, materials, or
supplies received by Contractor from Company or purchased by Contractor for Company's account and
not consumed in the operations performed under this Contract.
A6.2 Due Care - Contractor shall exercise due care in storing, maintaining and handling Company Furnished
Items. All Company Furnished Items will be deemed under the sole care, custody and control of
Contractor upon delivery to a Work Site.
A6.3 Notice to Company - Unless otherwise provided for in the Job Order, Contractor shall always give
Company reasonable and adequate notice for materials, equipment or services which Company has
agreed, or is obligated, to provide. In any event, and even for readily available materials, equipment or
services, Contractor shall provide a minimum of forty-eight hours' notice.
ARTICLE A7
CONTRACTOR'S PERSONNEL
A7.1 Contractor's Personnel – Contractor shall furnish personnel in numbers and classifications necessary
for the Work. Contractor shall determine the selection and compensation of Contractor's Personnel,
provided that all personnel are duly qualified, efficient, and experienced in their respective capacities.
Contractor shall at all times maintain strict discipline and good order among Contractor's Personnel.
Contractor shall implement and maintain systems, satisfactory to Company, to ensure and to
demonstrate that the personnel it supplies to Company are competent. Company reserves the right to
examine and audit the competency assurance systems of Contractor at any time.
A7.2 Contractor's Responsibilities – Except as specified otherwise within the Job Order, Contractor shall,
at its sole cost, provide all requirements of Contractor's Personnel and their families including, visas,
work permits, housing, transportation, feeding, medical attention, vacation and time-off allowance, travel
and all other benefits.
Contractor shall manage the working hours and fatigue of Contractor’s Personnel. Contractor shall
follow a fatigue management program or policy that limits the working hours for Contractor’s Personnel
to ensure safe working conditions.
Company reserves the right to require, at its discretion, that Contractor use a third party drug and
alcohol administration company of Company’s choosing to administer Contractor’s drug and alcohol
program(s) with regard to the Contract.
A7.3 Removal of Personnel – Company will have the right to request that Contractor remove from the Work,
or prohibit from entering, Company Work Sites, any of Contractor's Personnel who Company, in its sole
discretion, with or without cause, desires to have removed or prohibited from the Work or, if applicable,
a Company Work Site. Contractor shall promptly comply with such request and provide a suitable
replacement, at Contractor's expense, within 24 hours, or such other period as may be agreed by
Company.
A7.4 Entrance into Work Site – If Contractor's Personnel are subject to review and approval for entrance
into any Work Site by a Governmental Authority, Contractor shall immediately replace any person
deemed unacceptable by such Governmental Authority at no extra cost to Company. Contractor's
Personnel must have their passports or appropriate identification in their possession when traveling to
or from any Work Site.
ARTICLE A8
APPROVAL OF SUBCONTRACTORS
A8.1 Evaluation and Approval - Contractor may subcontract in accordance with Part B, Article B3.4:
"Subcontracting". If requested by Company, Contractor shall make available to Company a complete
description of the materials, equipment or services that are to be procured from Subcontractors. In
addition, Company may require Contractor to provide an evaluation and recommendation in relation to
bids received.
If Company does not approve a Contractor-proposed Subcontractor, Company will have the right to
require Contractor to nominate an alternative Subcontractor.
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ARTICLE A9
CONTRACTOR'S RIGHT TO SUSPEND
A9.1 Contractor's Right to Suspend Operations - Contractor shall suspend operations when continuation
of the Work is or will become unreasonably hazardous to life or property, or if a suspension is necessary
for health or environmental reasons. Contractor shall immediately notify Company Representative for
any Contractor initiated suspension.
ARTICLE A10
HAZARDS, INCIDENTS AND WASTE
A10.1 Hazards and Preparedness Procedures - Contractor shall promptly inform Company in writing of any
unusual hazards that may be encountered in carrying out the Work and shall take all necessary
precautions to protect all persons and property from damage or injury arising out of the performance of
the Work. Contractor shall, at all times, maintain a clean and safe Work Site. Contractor shall comply
with, train all Contractor’s Personnel regarding, and enforce its own safety procedures and practices
and ensure that such equals or exceeds Company's policies and procedures for health, environmental,
safety and emergency preparedness. Contractor shall obtain and comply with such Company policies
before and during performance of the Work. At all times while any of Contractor's Personnel are at a
Work Site, Contractor shall provide them with a safe place of employment. Contractor shall ensure that
its services comply with all applicable federal, state and local health, environmental, safety and security
statutes and regulations. Contractor shall inspect the places where Contractor Group or Contractor
Personnel are or may be present at a Work Site and shall promptly take action to correct conditions
which are or may become an unsafe place of employment for them.
A10.2 Medical Assistance - Contractor will have access to such medical assistance as may be available to
Company employees at a Company Work Site, provided that Company will bear no responsibility
therefor, including the results thereof, and that Contractor shall bear all costs in relation therewith. If an
emergency at a Company Work Site requires hospital treatment of Contractor's Personnel, Company
may, but is not obligated to, secure transportation of said Contractor's Personnel to a medical facility,
provided Company will bear no responsibility therefor, including the results thereof, and that unless
Company is otherwise responsible for transporting Contractor's Personnel to and from a Company Work
Site pursuant to the Job Order, Contractor shall bear all costs in relation therewith.
A10.3 Incidents - Contractor shall give immediate verbal notification to the Company Representative of all
accidents, injuries, illnesses or other incidents, including fires, explosions, toxic releases and spills, as
well as any Governmental Authority’s notices of violations, warnings or compliance inspections, arising
out of performance of the Work. Contractor shall furnish Company a copy of Contractor's accident
report as soon as possible, but no later than 24 hours after becoming aware of the incident, and shall
give Company an opportunity to provide supplementary comments. Upon request by Company,
Contractor shall also furnish copies of reports, statements or information in its possession regarding
incidents. Contractor shall establish and follow an Incident Case Management Plan for incident
management. Contractor shall, upon request of Company, provide to Company a copy of the
Contractor’s Incident Case Management Plan. Company reserves the right to require Contractor to use
a third party incident case management company of Company’s choosing for incidents relating to the
Contract.
A10.4 Notice of Unsafe Conditions – Contractor shall take measures to actively identify and address unsafe
conditions at any Work Site. Should Contractor know, or suspect, that conditions exist, or may exist, at
a Company Work Site so as to render performance of the Work unsafe, Contractor shall provide
immediate notice to Company of such conditions and Contractor's proposed course of action with regard
to same. Contractor shall suspend relevant Work activities at a Company Work Site until such unsafe
conditions are abated to the satisfaction of both Contractor and Company.
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ARTICLE A11
CHANGES TO THE WORK
A11.1 Company Requirement for Change – In accordance with Article B2.3 - “Changes”, Company may, at
any time, require changes to the Work.
A11.2 Change Orders – Contractor shall ensure that changes to the Work are approved by means of a
Change Order pursuant to Company procedures set forth herein or as specified in project procedures
approved by Company in writing. Changes in the Work will be valued, at Company's sole option, either
by means of the rates provided in the Job Order, by negotiated rates, or by agreed lump sum(s). The
Parties shall agree on the amount to be paid to Contractor for such changes.
A11.3 Additional Resource Requirements – Company may issue a Change Order for any additional Work,
and Contractor shall provide such additional Contractor's Personnel, Contractor Furnished Items and all
other resources required to complete said Work within the time specified in the Job Order. The
Completion Date of the Work will not be extended unless approved by Company.
A11.4 Extension of Time – Should any change to the Work in the Company's opinion, be such as to fairly
entitle Contractor to request an extension of time for completion of the Work, Company may grant an
extension or direct Contractor to accelerate the rate of progress of the Work. An extension of time for
completion of the Work will only be approved by an amendment to the Job Order. An extension of time
cannot be approved by a Change Order.
A11.5 Work Performed by Others – Company will be entitled to have work performed by its own employees
or by other contractors. If Company so elects, Contractor shall make available to Company, or to other
contractors who are to perform such work, any current issue of drawings or documents and unrestricted
access to the Work.
ARTICLE A12
INSPECTION AND APPROVAL OF THE WORK AND GOODS
A12.1 Company Inspection All Work performed and Goods provided by Contractor hereunder will be subject
to inspection and approval by Company. Any such inspection may include testing.
A12.2 Third Party Inspection Services - Company may contract with third party contractors who may be
designated by Company to perform inspection services on the Work or Goods. Contractor shall permit
such contractors to have access to all areas at all reasonable times where the Work is being performed
and where the Goods are located for the purposes of inspecting the Work or Goods and for consultation
with Contractor or Contractor's Representative. Contractor shall ensure that its Subcontractors grant
like access for such purposes.
A12.3 Contractor Responsibilities - Inspection or approval by Company, or lack thereof, of any Work will not
relieve Contractor of its responsibilities and duties hereunder to inspect and correct all Work or replace
all Goods for defects, imperfections or dangerous conditions.
A12.4 Regulatory Inspections - Contractor shall inform Company immediately, if possible, but no later than
24 hours, of initiation of any inspection(s) conducted by a Government Authority and, following
completion of the inspection(s), the results of said inspection(s).
ARTICLE A13
WARRANTY
A13.1 Warranty for Goods – Contractor warrants and guarantees that Goods (including tools, supplies and
materials) furnished for Work or sold to Company hereunder will be delivered with and will conform to
the quantity, quality and specification represented and that all permanent equipment installed by
Contractor will be new, free from defects in material and workmanship and suitable for the purpose and
use for which same are ordinarily employed.
A13.2 Warranty for Services – Contractor warrants and guarantees that services furnished for Work,
including those performed by Subcontractors, will be carried out with all due skill, care and diligence and
in accordance with currently recognized and generally accepted applicable industry practices.
A13.3 Remedies for Warranty – Contractor's liability for any breach of warranty arising out the Work is limited
to (a) replacement of the defective Work product or Goods, (b) “re-performance" of the defective Work
service or “redelivery” of the defective Goods, or, at Company's option, (c) credit to Company for the
cost of the defective Work or Goods. Contractor's liability will remain for a period of twelve months from
the time that the Work/Goods is/are accepted. Should Contractor fail to perform any Warranty Work
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required by Company within a reasonable time, Company will be entitled to have such Warranty Work
carried out by others and Company will be entitled to recover from Contractor the total cost thereof.
A13.4 Warranty Work – Following acceptance of the Work, Contractor similarly warrants and guarantees all
Warranty Work executed after the date of acceptance for a period of twelve months from the date such
Warranty Work is accepted. Contractor further and similarly warrants and guarantees to repair, correct,
re-perform or replace, at its sole cost and expense, all materials and equipment which have been
damaged or destroyed by Contractor as a result of any such Warranty Work.
A13.5 Subcontractor Warranties – In addition to the warranties in Article A13.1: “Warranty for Goods” and
Article A13.2: “Warranty for Services”, Contractor shall obtain from its Subcontractors warranties and
guarantees of a generally acceptable industry standard and duration with respect to materials and
workmanship of third-party manufactured materials and equipment furnished, incorporated or installed
by Contractor. In no event will such warranties expire prior to twelve months after acceptance of the
Work. If Contractor obtains more favorable warranties and guarantees from its Subcontractors than the
minimum required by the Contract, Contractor shall assign such warranties and guarantees to
Company, at Company’s option, after acceptance of the Work.
A13.6 Data, Reports and Interpretations – With respect to data and reports and interpretations thereof
provided to Company by Contractor, Contractor shall exercise due diligence in timely compiling and
preparing such data and reports and interpretations thereof to generally acceptable standards in the
industry.
Any interpretation of logs (whether made directly from optical logs or by data processing or otherwise) or
interpretation of test or other data, and any recommendation or reservoir description based upon such
interpretations are opinions based upon inferences from measurements and empirical relationships and
assumptions, which inferences and assumptions are not infallible and with respect to which professional
engineers and analysts may differ. Accordingly, Contractor cannot and does not warrant the accuracy,
correctness or completeness of any such interpretation, recommendation or reservoir description.
Nothing in this Article A13.6 is intended, nor will anything herein be construed, to excuse Contractor
from responsibility for its, or its employees' or Subcontractors', warranty provisions contained in Article
A13.2: "Warranty for Services", nor for its or their gross negligence or willful misconduct.
ARTICLE A14
ACCEPTANCE OF THE WORK
A14.1 Notice of Acceptance – Contractor shall notify Company when the Work, or portion of the Work, has
been completed in accordance with the Contract. If the Work is not compliant with the Contract,
Company may so notify Contractor specifying the respects in which the Work fails to comply with the
Contract. Contractor shall promptly correct all noted defects at Contractor's sole cost and expense.
Upon correction of the defects, Contractor shall again notify Company. Should Company again reject
the Work or any portion thereof then the procedure set forth above will be repeated until all defects are
corrected or it is established that the defects will not or cannot be corrected.
A14.2 Partial or Early Acceptance of the Work – Company will have the right to take delivery of the Work, or
any portion thereof, prior to completion of the Work. In such an event, Company may issue a notice of
acceptance of the Work, or for that portion of the Work that Company has taken delivery.
A14.3 Contractor Responsibilities – Acceptance of the Work will not relieve Contractor of any liability for
correcting defects in the Work as required under the provisions of the Contract nor release Contractor
from its obligations under Article A13: "Warranty".
ARTICLE A15
BONUS AND LIQUIDATED DAMAGES
A15.1 Bonus – If provided for in the Job Order, Company shall pay a bonus to Contractor for each Day that
Contractor is able to complete the Work prior to the agreed upon completion date, including any
extension(s) approved by Company. In no event will the bonus paid by Company to Contractor exceed
the amount specified in the Job Order.
A15.2 Liquidated Damages - If provided for in the Job Order or the Purchase Order and notwithstanding any
other provision to the contrary contained herein, Contractor agrees that should it fail to complete the
Work or delivery of Goods in accordance with the Contract requirements and dates specified in the Job
Order or Purchase Order, including any extension(s) approved by Company, then Company will suffer
financial loss as a result thereof. The Parties also recognize the delay, expense and difficulty in proving
the actual loss suffered by Company. Accordingly, the Parties agree that as liquidated damages, but
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not as a penalty for delay, Contractor shall pay to Company a dollar amount as specified in the Job
Order or Purchase Order for each Day that expires after each of the defined completion dates specified
in the Job Order or Purchase Order, considered separately, including any extension(s) approved by
Company, until the Work and or Goods, or part(s) thereof, are accepted by Company in accordance with
Article A14: "Acceptance of the Work".
ARTICLE A16
INDEMNITIES AND LIABILITIES
A16.1 INDEMNITY FROM COMPANY TO CONTRACTOR - COMPANY SHALL PROTECT, DEFEND,

RELEASE, INDEMNIFY AND HOLD HARMLESS CONTRACTOR GROUP FROM AND AGAINST
ANY AND ALL CLAIMS SUFFERED WITH RESPECT TO:
(i) PERSONAL INJURY (INCLUDING ILLNESS, BODILY INJURY OR DEATH) OF MEMBERS

OF COMPANY GROUP, OR
(ii) LOSS, DAMAGE OR DESTRUCTION OF COMPANY FURNISHED ITEMS OR PROPERTY

OWNED OR HIRED BY COMPANY GROUP,
ARISING IN CONNECTION WITH THE CONTRACT, AND REGARDLESS OF THE ACTUAL OR

ALLEGED FAULT OR NEGLIGENCE OF ANYONE, INCLUDING CONTRACTOR GROUP; AND
(I) ALL INJURIES TO, DEATHS, OR ILLNESSES OF THIRD PARTIES; AND
(II) ALL DAMAGES TO OR LOSSES OF THIRD PARTIES' PROPERTY,
TO THE EXTENT CAUSED BY THE NEGLIGENCE/FAULT OF COMPANY GROUP, EVEN IF

CONTRIBUTED TO BY THE JOINT OR CONCURRENT NEGLIGENCE/FAULT OF CONTRACTOR
GROUP OR ANY OTHER PERSON; PROVIDED THAT, IN THE EVENT OF JOINT OR
CONCURRENT NEGLIGENCE/FAULT OF CONTRACTOR GROUP AND COMPANY GROUP,
COMPANY'S INDEMNIFICATION OBLIGATION HEREUNDER SHALL BE LIMITED TO COMPANY
GROUP'S PROPORTIONATE SHARE OF SUCH NEGLIGENCE/FAULT.
A16.2 INDEMNITY FROM CONTRACTOR TO COMPANY - CONTRACTOR SHALL PROTECT, DEFEND,

RELEASE, INDEMNIFY AND HOLD HARMLESS COMPANY GROUP FROM AND AGAINST ANY
AND ALL CLAIMS SUFFERED WITH RESPECT TO:

OF CONTRACTOR GROUP, OR
(ii) SAVE IN RESPECT OF DOWNHOLE EQUIPMENT AS PROVIDED IN ARTICLE A16.4:

“CONTRACTOR’S DOWNHOLE EQUIPMENT INDEMNITY”, LOSS, DAMAGE OR
DESTRUCTION OF CONTRACTOR FURNISHED ITEMS OR PROPERTY OWNED OR
HIRED BY CONTRACTOR GROUP,
ARISING IN CONNECTION WITH THE CONTRACT, AND REGARDLESS OF THE ACTUAL OR

ALLEGED FAULT OR NEGLIGENCE OF ANYONE, INCLUDING COMPANY GROUP; AND
(I) ALL INJURIES TO, DEATHS, OR ILLNESSES OF THIRD PARTIES; AND
(II) ALL DAMAGES TO OR LOSSES OF THIRD PARTIES' PROPERTY,
TO THE EXTENT CAUSED BY THE NEGLIGENCE/FAULT OF CONTRACTOR GROUP, EVEN IF

CONTRIBUTED TO BY THE JOINT OR CONCURRENT NEGLIGENCE/FAULT OF COMPANY
GROUP OR ANY OTHER PERSON; PROVIDED THAT, IN THE EVENT OF JOINT OR
CONCURRENT NEGLIGENCE/FAULT OF CONTRACTOR GROUP AND COMPANY GROUP,
CONTRACTOR'S INDEMNIFICATION OBLIGATION HEREUNDER SHALL BE LIMITED TO
CONTRACTOR GROUP'S PROPORTIONATE SHARE OF SUCH NEGLIGENCE/FAULT.
A16.3 CROSS INDEMNITY - IN ADDITION TO THE INDEMNITIES PROVIDED IN THE CONTRACT,

CONTRACTOR AGREES TO PROTECT, DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS
COMPANY'S AND COMPANY’S AFFILIATES’ OTHER CONTRACTORS WHICH HAVE EXECUTED
A CONTRACT WITH COMPANY OR ONE OF COMPANY’S AFFILIATES’ CONTAINING CROSS
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INDEMNITY PROVISIONS SUBSTANTIALLY SIMILAR TO THIS PROVISION ("CROSS-

INDEMNIFIED CONTRACTORS") FROM AND AGAINST ANY AND ALL CLAIMS SUFFERED WITH
RESPECT TO:

OF CONTRACTOR GROUP, OR
(ii) LOSS, DAMAGE OR DESTRUCTION OF CONTRACTOR FURNISHED ITEMS OR

PROPERTY OWNED OR HIRED BY CONTRACTOR GROUP,
ARISING IN CONNECTION WITH THE CONTRACT, HOWSOEVER CAUSED, (a) WHETHER OR

NOT CAUSED OR ALLEGEDLY CAUSED BY THE NEGLIGENCE, SOLE OR CONCURRENT,
ACTIVE OR PASSIVE, OF ANY PARTY, INCLUDING CROSS-INDEMNIFIED CONTRACTORS, OR
THEIR RESPECTIVE EMPLOYEES OR INVITEES, OR (b) WHETHER BY DEFECTS OR UNFITNESS
OF ANY EQUIPMENT, BUILDING OR STRUCTURE, OR OTHERWISE. THE PARTIES INTEND THIS
INDEMNITY TO APPLY TO ALL SUCH CLAIMS AND LOSSES DESCRIBED ABOVE BASED ON
ANY THEORY OF LIABILITY, INCLUDING NEGLIGENCE, NEGLIGENCE PER SE, GROSS
NEGLIGENCE, STATUTORY, PREMISES OR STRICT LIABILITY OF ANY PARTY, INCLUDING
CROSS-INDEMNIFIED CONTRACTORS.
THE PARTIES INTEND THAT THIS CROSS INDEMNITY APPLY TO AND BE FOR THE BENEFIT OF
COMPANY'S AND COMPANY’S AFFILIATES’ OTHER CONTRACTORS WHO HAVE INCLUDED
SUBSTANTIALLY SIMILAR CROSS INDEMNITY PROVISIONS IN THEIR RESPECTIVE
CONTRACTS WITH COMPANY OR COMPANY’S AFFILIATES. FOR THE APPLICATION OF THIS
CROSS INDEMNITY TO SUCH OTHER CONTRACTORS, COMPANY WILL ACT ONLY AS A
FACILITATOR FOR THE BENEFIT OF SUCH OTHER CONTRACTORS, WHO WILL BE ENTITLED
TO ENFORCE THIS CROSS INDEMNITY DIRECTLY AGAINST CONTRACTORS IN ADDITION TO
COMPANY'S RIGHT TO ENFORCE.
A16.4 RESERVED.
A16.5 REMOVAL OF DEBRIS - CONTRACTOR SHALL BEAR ALL COST OF REMOVING ANY DEBRIS
OF CONTRACTOR GROUP'S EQUIPMENT FROM ALL WORK SITES AND SHALL PROTECT,
DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS THE COMPANY GROUP FROM AND
AGAINST ANY AND ALL CLAIMS ARISING IN CONNECTION WITH SUCH DEBRIS REMOVAL,
AND REGARDLESS OF THE ACTUAL OR ALLEGED FAULT OF ANYONE, INCLUDING THE
COMPANY GROUP.
A16.6 CONTRACTOR'S ABOVE GROUND POLLUTION RESPONSIBILITIES - CONTRACTOR SHALL BE

RESPONSIBLE FOR CLEAN UP, CONTROL, REMOVAL, TREATMENT, STORAGE, DISPOSAL,
AND MANAGEMENT OF ANY AND ALL MATERIALS, AND SHALL PROTECT, DEFEND,
AND ALL CLAIMS ARISING IN CONNECTION WITH POLLUTION OR CONTAMINATION WHICH
ORIGINATES FROM OPERATIONS OR EQUIPMENT UNDER THE POSSESSION AND CONTROL
OF ANY OF CONTRACTOR GROUP ABOVE THE SURFACE OF THE GROUND OR SEABED, AS
WELL AS FROM SPILLS OR OIL REFUSE, OIL MIXED WITH WATER, FUELS, LUBRICANTS,
MOTOR OILS, DRILLING FLUIDS, PIPE DOPE, PAINTS, SOLVENTS, GARBAGE, SEWAGE,
HAZARDOUS WASTE, SOLID WASTE, AND OTHER MATERIALS IN CONTRACTOR GROUP'S
POSSESSION AND CONTROL, AND REGARDLESS OF THE ACTUAL OR ALLEGED FAULT OF
ANYONE, INCLUDING THE COMPANY GROUP. THIS ABOVE GROUND POLLUTION INDEMNITY
FROM CONTRACTOR TO COMPANY WILL NOT NEGATE ANY INDEMNITY COMPANY PROVIDES
TO CONTRACTOR UNDER ARTICLE A16.1: "INDEMNITY FROM COMPANY TO CONTRACTOR".
A16.7 COMPANY'S ABOVE GROUND POLLUTION RESPONSIBILITIES - COMPANY SHALL BE

RESPONSIBLE FOR CLEAN UP, CONTROL AND REMOVAL, TREATMENT, STORAGE,
DISPOSAL, AND MANAGEMENT OF ANY AND ALL MATERIALS, AND SHALL PROTECT,
DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS CONTRACTOR GROUP FROM AND
AGAINST ANY AND ALL CLAIMS ARISING IN CONNECTION WITH POLLUTION OR
CONTAMINATION WHICH ORIGINATES FROM COMPANY FURNISHED ITEMS BROUGHT TO ANY
WORK SITE TO BE USED IN THE PERFORMANCE OF THE WORK AND UNDER THE
POSSESSION AND CONTROL OF COMPANY GROUP, AS WELL AS FROM SPILLS OR OIL
REFUSE, OIL MIXED WITH WATER, FUELS, LUBRICANTS, MOTOR OILS, DRILLING FLUIDS,
PIPE DOPE, PAINTS, SOLVENTS, GARBAGE, SEWAGE, HAZARDOUS WASTE, SOLID WASTE,
AND OTHER MATERIALS IN COMPANY GROUP'S POSSESSION AND CONTROL, AND
REGARDLESS OF THE ACTUAL OR ALLEGED FAULT OF ANYONE, INCLUDING THE
CONTRACTOR GROUP. THIS ABOVE GROUND POLLUTION INDEMNITY FROM COMPANY TO
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CONTRACTOR WILL NOT NEGATE ANY INDEMNITY CONTRACTOR PROVIDES TO COMPANY

UNDER ARTICLE A16.2: "INDEMNITY FROM CONTRACTOR TO COMPANY".
A16.8 UNDERGROUND POLLUTION DAMAGE - COMPANY SHALL PROTECT, DEFEND, RELEASE,

INDEMNIFY AND HOLD HARMLESS CONTRACTOR GROUP FROM AND AGAINST ANY AND ALL
CLAIMS ARISING FROM POLLUTION OR CONTAMINATION (INCLUDING CLEAN UP, CONTROL
AS WELL AS REMOVAL, TREATMENT, STORAGE, DISPOSAL, AND MANAGEMENT OF ANY AND
ALL MATERIALS) AS MAY ORIGINATE FROM THE WELL AND RESULT FROM THE
UNCONTROLLED FLOW OF OIL, GAS, WATER, OR OTHER SUBSTANCES, FROM THE USE OR
DISPOSITION OF OIL EMULSION, OR OIL-BASE OR CHEMICALLY TREATED DRILLING FLUIDS
OR ATTENDANT CUTTING AND CORES, FROM LOST CIRCULATION OR FROM MATERIALS OR
FLUIDS USED IN FISH-RECOVERY ACTIVITIES; PROVIDED, HOWEVER, THAT IF SUCH
POLLUTION OR CONTAMINATION RESULTS FROM THE NEGLIGENCE, GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF ANY OF CONTRACTOR GROUP, CONTRACTOR SHALL BE
LIABLE TO THE EXTENT OF SUCH NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, FOR UP TO A MAXIMUM OF FIVE MILLION DOLLARS ($5,000,000) PER
OCCURRENCE.
A16.9 UNDERGROUND PROPERTY DAMAGE - COMPANY SHALL PROTECT, DEFEND, RELEASE,

INDEMNIFY AND HOLD HARMLESS CONTRACTOR GROUP FROM AND AGAINST ANY AND ALL
CLAIMS RESULTING FROM OPERATIONS UNDER THE CONTRACT ON ACCOUNT OF INJURY
TO, DESTRUCTION OF, OR LOSS OR IMPAIRMENT OF ANY PROPERTY RIGHT IN OR TO OIL,
GAS, OR OTHER MINERAL SUBSTANCE OR WATER, IF AT THE TIME OF THE ACT OR
OMISSION CAUSING SUCH INJURY, DESTRUCTION, LOSS OR IMPAIRMENT, SAID SUBSTANCE
HAD NOT BEEN REDUCED TO PHYSICAL POSSESSION ABOVE THE SURFACE OF THE EARTH,
AND FOR ANY LOSS OR DAMAGE TO ANY FORMATION, STRATA, OR RESERVOIR BENEATH
THE SURFACE OF A WORK SITE GROUND OR SEABED REGARDLESS OF ANY NEGLIGENT
ACT OR OMISSION OR FAULT OF CONTRACTOR GROUP. IF, HOWEVER, THE CLAIMS AND
LOSSES DESCRIBED ABOVE ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF ANY OF CONTRACTOR GROUP, CONTRACTOR SHALL BE LIABLE TO THE
EXTENT OF SUCH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
A16.10 INTELLECTUAL PROPERTY INFRINGEMENT - CONTRACTOR SHALL PROTECT, DEFEND,

AND ALL CLAIMS ARISING FROM OR RELATED TO ALLEGED INFRINGEMENT OR
MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY INCORPORATED IN OR RELATED TO
THE WORK, MANUFACTURE, SALE, USE OR OTHER DISPOSITION OR PERFORMANCE OF THE
WORK, OR PART THEREOF, OR ANY CONTRACTOR FURNISHED ITEM. IF, BY REASON OF
ANY ACTUAL OR THREATENED CLAIM CONCERNING INTELLECTUAL PROPERTY,
CONTRACTOR OR COMPANY IS ENJOINED OR OBSTRUCTED FROM USING ANY GOODS OR
CONTRACTOR FURNISHED ITEMS OR PERFORMING ANY WORK, OR PART THEREOF,
CONTRACTOR, AT ITS OWN EXPENSE, SHALL DILIGENTLY (A) PROCURE THE RIGHT TO USE
SUCH GOODS OR ITEMS OR PERFORM SUCH WORK, OR (B) SUBSTITUTE EQUIVALENT BUT
NON-INFRINGING OR NON-MISAPPROPRIATING GOODS, ITEMS, OR WORK, OR (C) MODIFY
THE GOODS OR ITEMS, OR WORK TO MAKE THEM NON-INFRINGING OR NON-
MISAPPROPRIATING BUT AT LEAST EQUIVALENT TO THE SUBSTITUTED GOODS OR ITEMS.
A16.11 HEALTH, ENVIRONMENT AND SAFETY INDEMNITY - CONTRACTOR SHALL PROTECT, DEFEND,
AND ALL CLAIMS ON ACCOUNT OF OR BY REASON OF ANY AND ALL CITATIONS, NOTICE OF
VIOLATIONS OR COMPLAINTS, ABATEMENT OBLIGATIONS, ASSESSMENTS, FINES, AND
PENALTIES WHICH MAY BE ASSESSED BY ANY GOVERNMENTAL AUTHORITY WITH
RESPONSIBILITY FOR HEALTH, ENVIRONMENTAL AND SAFETY ENFORCEMENT RESPECTING
CONTRACTOR GROUP'S SERVICES SUPPLIED HEREUNDER BASED UPON ANY AND ALL
ALLEGED VIOLATIONS OF APPLICABLE LAW OR UNSAFE, UNHEALTHY OR ENVIRONMENTAL
CONDITIONS CREATED OR CAUSED BY CONTRACTOR GROUP. FURTHER, CONTRACTOR
SHALL SAVE INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY GROUP FROM AND
AGAINST ALL SUCH CLAIMS, LOSSES, DAMAGES, COSTS (INCLUDING LEGAL COSTS),
EXPENSES AND LIABILITIES RESULTING FROM THE USE OF RADIOACTIVE TOOLS
DOWNHOLE OR ANY CONTAMINATION THERE FROM (INCLUDING RETRIEVAL AND / OR
CONTAINMENT AND CLEAN UP) TO THE EXTENT THAT SUCH LOSSES ARE CAUSED BY THE
NEGLIGENCE OR BREACH OF DUTY (STATUTORY OR OTHERWISE) OF THE CONTRACTOR OR
CONTRACTOR’S SUBCONTRACTOR.
A16.12 CONTRACTUAL PERFORMANCE INDEMNITY - CONTRACTOR SHALL PROTECT, DEFEND,

RELEASE, INDEMNIFY AND HOLD HARMLESS THE COMPANY GROUP FROM AND AGAINST
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ANY AND ALL CLAIMS ON ACCOUNT OF OR WHICH MAY BE INCURRED BY THE COMPANY
GROUP IN CONNECTION WITH CONTRACTOR'S BREACH OF THE TERMS AND CONDITIONS OF
THE CONTRACT RELATING TO INSURANCE (ARTICLE A17: "INSURANCE COVERAGES" AND
ARTICLE B11: "INSURANCE"), COMPLIANCE (AND FAILURE TO COMPLY) WITH APPLICABLE
LAW AND POLICIES (ARTICLE B6: “LAWS, REGULATIONS AND POLICIES”), TAXES (ARTICLE
B10: "TAXATION"), LIENS (ARTICLE B8: "LIENS"), CONFIDENTIALITY (ARTICLE B15.1:
"CONFIDENTIALITY"), AND REGARDLESS OF THE ACTUAL OR ALLEGED FAULT OF ANYONE,
INCLUDING THE COMPANY GROUP.
A16.13 COMPANY ASSISTANCE INDEMNITY - CONTRACTOR SHALL PROTECT, DEFEND, RELEASE,

INDEMNIFY, AND HOLD HARMLESS COMPANY GROUP FROM AND AGAINST ANY AND ALL
CLAIMS ON ACCOUNT OF OR BY WHICH MAY BE INCURRED BY COMPANY GROUP IN
CONNECTION WITH ANY PROVISION OF THE CONTRACT CONTAINING AN EXPRESS OFFER
OF ASSISTANCE BY ANY COMPANY GROUP MEMBER TO ANY CONTRACTOR GROUP
MEMBER, WHETHER SUCH ASSISTANCE IS PROVIDED, PROVIDED IN PART, OR IS NOT
PROVIDED, AND REGARDLESS OF THE ACTUAL OR ALLEGED FAULT OF ANYONE,
INCLUDING COMPANY GROUP.
A16.14 REGARDLESS OF FAULT - EACH PARTY ACKNOWLEDGES AND AGREES THAT THE
OBLIGATIONS SET FORTH IN ARTICLES A16.1, A16.2, A16.3, A16.5, A16.6, A16.7, A16.8, A16.9,
A16.12 AND A16.13 ABOVE ARE EXPRESSLY INTENDED TO AND CONSTITUTE ARTICLES
WHICH INCLUDE AN OBLIGATION BY THE INDEMNITOR TO PROTECT, DEFEND, RELEASE,
INDEMNIFY AND HOLD HARMLESS THE INDEMNITEE FROM AND AGAINST CONSEQUENCES
OF INDEMNITEE'S OWN (SOLE OR CONCURRENT) ACTIONS, OMISSIONS, NEGLIGENCE,
GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OR CAUSES
OF ACTION ATTRIBUTABLE TO INDEMNITEE.
A16.15 EXEMPLARY AND PUNITIVE DAMAGES - NOTWITHSTANDING THE PROVISIONS CONTAINED

WITHIN THIS ARTICLE A16, THE PARTIES EXPRESSLY AGREE TO EXCLUDE ANY INDEMNITY
FROM THE INDEMNITOR TO THE INDEMNITEE FOR EXEMPLARY AND PUNITIVE DAMAGES
LEVIED AGAINST THE INDEMNITEE ARISING OUT OF THE INDEMNITEE’S PERFORMANCE OF
THE CONTRACT.
A16.16 Defense - Each Party will have the right, at its option, to participate at its own expense in the defense of
any suit without releasing the other Party from any indemnity and defense obligation hereunder.
A16.17 Statement of the Parties' Intentions - The purpose of the Contract between the Parties is to have one
set of contractual terms as a master service and supply of goods contract that applies to the different
projects performed by Contractor for Company, instead of both Parties spending time, money, and effort
to negotiate unique legal terms for each project. The Parties intend that the Contract be interpreted
under the choice of law prescribed within Article A20: “Choice of Law”, and the Parties have drafted the
language in the Contract, including the indemnity language, with the belief and intent that it fully
complies with and is completely enforceable under Applicable Law and is to be construed that it is as
broad in scope as is permissible by Applicable Law. If, contrary to the Parties' stated intent to have fully
enforceable indemnities, a court determines that any of the indemnity obligations under the Contract are
invalid, illegal, or unenforceable in any respect, these obligations will be subject only to those exceptions
and limitations required for the indemnity to be and remain valid and enforceable under Applicable Law.
The indemnities contained herein will apply notwithstanding any breach by either Party of any of the
other terms and conditions of the Contract.
A16.18 Insurance – Contractor shall provide insurance covering Contractor's indemnity obligations under the
Contract. The minimum insurance limits set forth in the Contract will not limit Contractor's indemnity
obligations except to the extent expressly mandated by Applicable Law.
A16.19 Notice of Claims - Contractor shall promptly give Company notice of any claim made or proceeding
commenced against Contractor for which the Contractor claims to be entitled to indemnification under
the Contract.
ARTICLE A17
INSURANCE COVERAGES
A17.1 Insurance Coverages - Unless otherwise specified within a Job Order, and in accordance with Article
B11: "Insurance", Contractor shall, where required by the Work, procure the necessary insurance
policies in the following amounts, as a minimum:
Workers’ Compensation /
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Employers Liability: USD Statutory / $1,000,000.00

General Liability: USD $5,000,000.00
Automotive Liability: USD $5,000,000.00
ARTICLE A18
TERMINATION
A18.1 Termination of Contract - Company, by giving notice to the Contractor, will have the right to terminate
the Contract, with or without cause. Notwithstanding any notice of termination, with respect to any
existing Job Order, the Contract will remain in full force and effect until the Job Order is completed or
terminated.
A18.2 Termination of Job Order - Company will have the right at any time to immediately terminate any Job
Order, with or without cause, in whole or in part, by giving notice to Contractor. If Company exercises
its right to terminate a Job Order completely, Contractor shall stop all Work under such Job Order and
turn it over to Company in accordance with Company's instructions. If Company exercises its right to
terminate part of a Job Order, Contractor shall stop the Work that has been terminated and turn it over
to Company in accordance with Company's instructions, and Contractor shall continue with the rest of
the Work in accordance with the Job Order.
A18.3 Payment Upon Termination - Upon termination, Company's liabilities will be limited to payment of all
reasonable legitimate outstanding reimbursable expenses, the balance of Contractor's fee up to date of
termination, and all other reasonable and verifiable costs for materials and subcontracted services
properly ordered by Contractor and for which Contractor is legally obligated to pay in connection with
the Work. Upon termination, Company's Representative(s) will be entitled to enter Contractor's facilities
and, notwithstanding any lien, take possession of and remove therefrom all Work product,
specifications, drawings and other design documents connected with the Work. Except as otherwise
expressly provided herein, Contractor will not be entitled to payment for Work unperformed at the time
of termination of the Contract or any Job Order.
ARTICLE A19
DEFAULT
A19.1 Default and Bankruptcy - If Contractor defaults in the performance of any of Contractor's obligations
under the Contract, or if Contractor becomes bankrupt or insolvent, or if Contractor fails to satisfy
Company that Contractor has timely paid all of Contractor’s Personnel, or if Contractor allows the
imposition of liens upon the Work or Company Work Site, Company may, without prejudice to any other
rights or remedies it may have under the Contract or otherwise at law, immediately terminate the
Contract, or any Job Order, and take over and perform all or any part of the Work then remaining
unperformed using either its own employees or another contractor; provided, however, that if the cost
and expense incurred by Company in completing the Work exceeds the amount which would have been
due to Contractor if Contractor had completed the Work, Contractor shall be liable for and shall pay the
excess to Company.
ARTICLE A20
CHOICE OF LAW
A20.1 CHOICE OF LAW – THE VALIDITY, CONSTRUCTION, INTERPRETATION, AND EFFECT OF THE
CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF ENGLAND AND WALES, EXCLUDING ANY CHOICE OF LAW RULES WHICH WOULD REFER
THE MATTER TO THE LAW OF ANOTHER JURISDICTION.
EXCEPT IN RESPECT OF ANY RIGHTS GIVEN TO ANY THIRD PARTY IN THE PART A ARTICLE
ENTITLED “INDEMNITIES AND LIABILITIES", THE PARTIES INTEND THAT NO PROVISION OF
THIS CONTRACT SHALL, BY VIRTUE OF THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
OF 1999 OR OTHERWISE, CONFER ANY BENEFIT TO, OR BE ENFORCEABLE BY, ANY PERSON
WHO IS NOT A PARTY TO THIS CONTRACT. THE PARTIES MAY RESCIND AND/OR VARY ANY
OF THE TERMS OF THIS CONTRACT OR TERMINATE OR NEGATE THIS CONTRACT WITHOUT
NOTICE TO, OR THE CONSENT OF, ANY THIRD PARTY, EVEN IF, AS A RESULT, SUCH THIRD
PARTY’S RIGHT TO ENFORCE ANY PROVISION OF PART A ARTICLE ENTITLED “INDEMNITIES
AND LIABILITIES” WOULD BE VARIED OR EXTINGUISHED.
CONTRACT SIGNATURES
MSC XXX
THE PARTIES' SIGNATURES SIGNIFY THAT THE PARTIES HAVE READ AND UNDERSTOOD
THE CONTRACT, INCLUDING ITS INDEMNITIES AND RELEASE PROVISIONS.
EXECUTED by authorized representatives of the Parties in duplicate the day and year first above written. For
purposes of executing this Contract, facsimile and electronic image transmissions of signatures will be
considered as original documents.
Company:
HKN Energy Ltd.
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
Contractor:
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
MSC XXX
PART B
HKN ENERGY LTD.
STANDARD TERMS AND CONDITIONS
ARTICLE B1
SCOPE OF CONTRACT
B1.1 Complementary Provision - The contract documents which comprise the Contract are complementary,
Contractor shall communicate any errors, omissions, or inconsistencies discovered by Contractor
promptly to Company, as a request for information.
ARTICLE B2
JOB ORDER AND PURCHASE ORDER
B2.1 Job Orders and Purchase Orders - During the Term, Company may request Contractor to perform
Work by issuing a Job Order to Contractor or may require the provision and delivery of Goods from
Contractor by issuing a Purchase Order. Job Orders will be substantially in the form of Part E: " Job
Order Format". Purchase Orders will be substantially in the form of Attachment B to Part E: "Job Order
Format". Each Job Order and/or Purchase Order, after its execution by Company and Contractor, will
be considered a separate Contract between Company and Contractor. The terms and conditions of the
Contract can be amended by and within a Job Order or Purchase order, for that subject Job Order or
Purchase Order only, provided that any such amendment to the terms and conditions will be expressly
identified as an amendment and be executed by a duly authorized agent or representative of each of the
Parties.
B2.2 Affiliate Job Orders and Purchase Orders - Affiliates of Company and Contractor may enter into Job
Orders and Purchase Orders with Company or Contractor, or with other Affiliates of Company or
Contractor, which incorporate by reference the terms and conditions of the Contract. In such case, an
Affiliate of Company which enters into such a Job Order or Purchase Order will be deemed Company
and an Affiliate of Contractor which enters into such a Job Order or Purchase Order will be deemed
Contractor when applying the terms and conditions of the Contract to such a Job Order or Purchase
Order.
B2.3 Changes - Company may, at any time, order changes in the Work or Goods required. Such changes
may include additions, omissions, alterations or replacements. Contractor will not be entitled to
compensation for Work not performed or Goods not delivered as a result of Work deleted by any such
change. No such change will vitiate the Contract. Further, Contractor shall not expend any time and or
monies on changes in the Work or Goods, before an agreed allocation of costs thereto and the
execution of an approved Change Order, unless expressly directed by Company in writing to so
proceed.
B2.4 Communications - All Exchanges will be in writing.
ARTICLE B3
PERFORMANCE OF THE WORK
B3.1 Independent Contractor - In the performance of the Contract, Contractor is an independent contractor
and none of Contractor Group or Contractor’s Personnel are employees, agents or Invitees of
Company. The entire performance, operation, management and direction of the Work will be under the
exclusive control, command, and direction of the Contractor. Contractor shall be solely responsible for
payment of labor employed or hired by Contractor, whether on contract or other status, including all
social benefits, compensation, termination payments, and all benefits of whatever description required
by Contractor's employment policies or practices. Company is interested in the results to be obtained
from the Work and will be entitled to make such inspections, as Company deems appropriate.
B3.2 Work of Contractor - Following execution of the Job Order, Contractor shall furnish, mobilize, operate
and manage Contractor Furnished Items, Contractor's Personnel and Subcontractors for the purposes
of the Work, all in accordance with the terms and provisions of the Contract and the applicable Job
Order. Contractor shall prosecute the Work on a diligent, continuous, and uninterrupted basis, subject
to the provisions of the Contract and the applicable Job Order.
B3.3 Health, Environment, Safety and Security - Contractor shall comply with Applicable Law, its own
health, environmental, safety and security policies, and generally accepted industry practices. When
Part B – Standard Terms & Conditions Page B1

MSC XXX
Contractor performs any of the Work on Company's Work Site, Contractor shall observe all health,
environmental, safety and security requirements of Company. When Contractor performs any of the
Work on a Third Party Work Site, Contractor shall conduct its performance of the Work in accordance
with the health, environmental, safety and security regulations of that particular Third Party Work Site.
Company will be entitled to audit Contractor’s written health, environmental, safety and security policies,
programs and implementation documentation to determine compliance with Company policies and
Applicable Law at a Company Work Site.
B3.4 Subcontracting - Contractor may only subcontract the Contract, in whole or in part, with the prior
written consent of Company. If Contractor does subcontract, the provisions of the Contract will continue
to apply to the Subcontractor's performance of the subcontracted Work. Contractor shall ensure that all
of its contracts with its Subcontractors contain provisions which are in conformity with and no less
stringent than the provisions of the Contract. In addition, Contractor will remain obligated to Company
for its Subcontractor's performance as if Contractor performed the Work itself. Contractor must review,
and provide to Company, upon request, an analysis of the prior health, environmental, safety and
security performance of any Subcontractors that will perform any Work.
B3.5 Contractor’s Invitees - Contractor Group shall obtain Company’s approval before admitting any Invitee
to a Company Work Site.
B3.6 Visa, Permits and the Like - Contractor shall obtain all necessary visas, work permits, licenses,
customs clearances, or other government authorization required for performance of the Work or for
moving personnel and equipment into and out of the country where Work is performed.
B3.7 Contractor Work Including Warranty Work – At all times during the performance of this Contract,
including the performance of all Job Orders and for any Warranty Work, Contractor’s obligation to
correct defective or faulty work includes all costs associated with such corrective actions including costs
for mobilization/de-mobilization, deployment and stand-by of watercraft or equipment if such is required.
ARTICLE B4
Reserved
ARTICLE B5
SUSPENSION
B5.1 Company's Right to Suspend - Company will have the right to suspend the Work, or part thereof, at
any time at its sole discretion. In the event of such suspension, Contractor shall immediately cease all
such suspended Work and Company shall pay Contractor in accordance with the Contract and the
applicable Job Order. No other amounts will be payable due to or during such suspension. Upon notice
by Company of its intent to lift any such suspension, Contractor shall immediately take steps to re-
commence the Work under the same terms and conditions of the Contract and with the same key
personnel.
B5.2 Payment Upon Suspension - Upon suspension, Company's liabilities will be limited to payment of all
reasonable legitimate outstanding reimbursable expenses, the balance of Contractor's fee up to date of
suspension, and all other reasonable and verifiable costs for materials and subcontracted services
properly ordered by Contractor and for which Contractor is legally obligated to pay in connection with
the Work. Upon suspension, Company's Representative will be entitled to enter Contractor's facilities
and, notwithstanding any lien, take possession of and remove therefrom all Work deliverables. Except
as otherwise provided herein, Contractor will not be entitled to payment for Work unperformed at the
time of suspension of the Contract or any Job Order.
ARTICLE B6
LAWS, REGULATIONS AND POLICIES
B6.1 Compliance with Applicable Laws – Contractor shall ensure that all members of Contractor Group
and all Contractor's Personnel comply fully with Applicable Laws, including those regarding health,
environment, safety, taxes, customs and establishment of Contractor to operate or do business at the
Work Site. Contractor and its Subcontractors shall obtain all necessary approvals and permits for the
performance of the Work contemplated by the Contract.
B6.2 Compliance with Company Policies - Contractor shall ensure that Contractor Group and Contractor’s
Personnel comply fully with the provisions contained in Part G, "Company Policies".
B6.3 Ethical Business Considerations (Contractor Group) – Contractor shall ensure that no member of
Contractor Group gives or receives any commission, fee, rebate, gift, (except those of nominal value
given as sales promotion, holiday remembrances or project milestone commemorations, and the
reasonable entertainment consistent with local social and business custom); nor shall any such person

MSC XXX
enter into any business arrangement with any director, officer, or employee, servant or agent of
Company Group.
B6.4 Ethical Business Considerations (Government Officials) - Contractor shall not, and Contractor
agrees, covenants, represents and warrants that Contractor will not, pay or give, offer to pay or give,
promise to pay or give, or authorize the payment or giving of any money, fee, commission, remuneration
or other thing of value to or for the benefit of any Government Official, including any member of
Contractor Group who would be considered a Government Official under the Foreign Corrupt Practices
Act or the UK Bribery Act 2010, in order to influence an act or decision of the Government Official in his,
her or its official capacity, cause the Government Official to act or fail to act in violation of his, her or its
lawful duty, or cause the Government Official to influence an act or decision of a Governmental
Authority, for the purpose of assisting either Party or its Affiliates in obtaining or retaining business or for
the purpose of securing an improper advantage, or in violation of Applicable Law, including without
limitation the Foreign Corrupt Practices Act, the UK Bribery Act 2010, and any other anti-corruption
laws, applicable to either Party, their Affiliates, their directors, officers, employees, consultants or
agents. In the event of a violation of this Article, Company will have the right to terminate the Contract
immediately upon written notice to Contractor and require Contractor to re-pay Company the amount of
the prohibited payment, without prejudice to other remedies which Company may have under the
Contract or Applicable Law.
B6.5 Ethical Business Considerations (Governmental Authority) - Contractor shall not make a request to
any Governmental Authority for variations from or revisions to any Applicable Law relating to this
Contract without Company's prior written approval.
B6.6 Ethical Business Considerations (Commissions) - Contractor shall not use any part of the payments
hereunder, directly or indirectly, to pay any commission or finder's fee to a third party.
B6.7 Ethical Business Considerations (Illegal Information Brokering) - Contractor recognizes that the
practice of Illegal Information Brokering or any other corruption of Company's contract award process is
not permitted by Company Group. Contractor warrants and represents that it has not and will not utilize
Illegal Information Brokering or any other form of corruption of Company’s contract award process in
connection with this Contract. Contractor will promptly notify Company's controller if anyone
approaches Contractor for the purpose of Illegal Information Brokering concerning this Contract or any
business interest of Company Group.
B6.8 U.S. Prohibited Parties List - Should Contractor, its principals, including its shareholders, members
and owners ("Principals"), or its directors be placed on any prohibited parties list established under USA
laws or regulations, including those referred to in Executive Order 13224 ("Prohibited Parties List"), or
should Contractor, its Principals or directors, contrary to U.S. laws or regulations, employ or do
business, directly or indirectly, with a party appearing on any Prohibited Parties List, Company will have
the right to terminate the Contract and any outstanding Job Orders issued hereunder immediately upon
written notice without any further obligation to Contractor. With respect to final payment for services that
may otherwise have been earned as of the time of such termination, Company will have the right to take
any steps necessary to comply with Applicable Law, including turning over such final payment to the
applicable agency with jurisdiction, if required by such Applicable Law.
B6.9 Security and Human Rights – Company intends to maintain the safety and security of its operations
within an operating framework that ensures respect for human rights and fundamental freedoms. To
assist Company in fulfilling this objective, Contractor agrees:
(i) Not to abuse human rights in the performance of the Work;
(ii) Except as provided in a Job Order issued under this Contract, not to engage private security at
Company’s premises without the prior review and consent of Company;
(iii) Except as provided in a Job Order issued under this Contract, not to engage public security at
Company’s premises, other than in an emergency, without the prior review and consent of Company;
(iv) To promptly document and report to Company any incident or allegation of human rights
abuses associated with the performance of the Work;
(v) To cooperate fully with the Company in investigating any credible incident or allegations of
human rights abuses associated with the performance of the Work.”
B6.10 Compliance with U.S. Export Laws and Regulations – Contractor agrees to comply fully with the
following:

MSC XXX
(i) Contractor shall comply with all applicable USA export control laws and regulations pertaining to
exports, re-exports and other activities performed pursuant to this Contract.
(ii) Contractor shall disclose to Company whether, to the best of its knowledge, Contractor or its
owners or officers are, or have been, the subject of a USA government investigation or convicted for
violations of USA export, re-export or transactions controls, laws and regulations.
(iii) Contractor shall advise Company of the exact Export Control Classification Number for export
licensing classification(s) under U.S. export laws and regulations of the commodities, technology,
software or services which may be exported in the performance of this Contract.
(iv) If Contractor or its subcontractor(s) is required under this contract to export commodities,
technology, software, or services from the USA or re-export them from another country of intermediate
destination and / or ultimate destination, Contractor or its subcontractor(s) shall apply for and obtain all
required export licenses, permits and authorizations by the USA, except to the extent that such
documents must be obtained by Company.
(v) Upon request by Company, Contractor shall a) provide detailed information and audit access to
Contractor’s information regarding transactions which are subject of this provision; and b) provide to
Company a copy of all USA export or re-export licenses for commodities, technology, software or
services requiring export licenses.
B6.11 Ethical Business Considerations (Notice of Noncompliance) - Contractor shall promptly notify
Company if Contractor discovers or is advised of any failure to comply with this Article by any member
of Contractor Group or any of Contractor’s Personnel. If Contractor discovers or is advised of any such
failure, Contractor and Company will together jointly review the nature of the failure and Contractor
shall, if appropriate, take corrective action. If the failure is related to any charges already invoiced,
Contractor shall promptly adjust the relevant invoice(s) or refund overpayments, as appropriate.
B6.12 Trade Compliance - Contractor shall not participate in transactions involving any denied or restricted
party or any of the following countries, or with any entity known to be organized in, or owned or
controlled by a national of, these countries: Cuba, Iran, North Korea, Sudan or Syria, or any other
country that may be subject in the future to comprehensive bilateral or multilateral economic sanctions
applicable to Contractor. If during performance of the Contract, Contractor is required under the
Contract to engage in any act for the direct or indirect benefit of a denied or restricted party, the
country(ies) of Cuba, Iran, North Korea, Sudan, or Syria, or a national of any of these countries, or any
country or national of the same country that becomes the subject of future comprehensive bilateral or
multilateral economic sanctions applicable to Contractor, Contractor may, after providing written notice
to Company, terminate this Contract without additional liability to Company. Company and Contractor
hereby agree that each shall comply with all applicable import, export control, antiboycott and economic
sanctions laws and regulations and shall not, directly or indirectly, sell, provide, export, re-export,
transfer, divert, loan, lease, consign, or otherwise dispose of any Contractor or Company product,
material, services, software including source code, or technology to or via any person, entity, or
destination, or for any activity or end-use restricted by any applicable laws or regulations (including
those applicable to nuclear, missile, chemical, or biological weapons proliferation, military, or money
laundering activities) without first obtaining all required government authorizations. Company and
Contractor specifically agree not to export, export, re-export, transfer, divert, loan, lease, consign, or
otherwise dispose of any Contractor or Company product, material, services, software including source
code, or technology to Cuba, Iran, North Korea, Sudan, Syria, or to any denied or restricted party. This
provision shall survive termination or cancellation of this Contract.
B6.13 Code of Conduct - Contractor must abide by the code of conduct issued by Company.
A. In particular, Contractor shall be obliged to:
a) Avoid and not to accept child labor or forced labor (see definition H.) in manufacturing
its products and delivering of its services;
b) respect the human rights in its scope of activities;
c) refuse to offer, pay or accept bribes;
d) pay remunerations exclusively for legitimate services;
e) permit gifts, hospitality and similar payments only within the limits of generally
accepted business practice;
f) demonstrably relate commissions and payments to third parties to legitimate business
expenses, linked to the services rendered and to account for them openly;
g) obligate its suppliers/contractors in the same way.
B. In the event that Contractor breaches any of the conditions contained in sub-clauses A. a) – g),
Company may rescind the Contract for breach with immediate effect.

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C. Furthermore, Company reserves all rights to recover any loss or damage from Contractor
resulting from such breach or termination of the Contract.
D. The remedies available to Company under Clause B) and C) above, are separate and distinct
and the validity, legality or unenforceability of any of Clauses B) and C) is not affected by any
other provision in Clauses B) and C) which is void, illegal or unenforceable.
E. Company is at all times entitled to verify the compliance with the obligations pursuant to sub-
clauses A. a) and b). Contractor shall be entitled to nominate with binding effect experts of
internationally recognized organizations focused on human rights and child labor (e.g. Amnesty
International, UNICEF) for the execution of the verification. This includes access to all relevant
information as well as to all persons, locations and documentation concerned. The auditors
shall be obligated to confidentiality. If Contractor refuses or prevents such verifications,
Company shall be entitled to rescind the Contract with immediate effect.
F. Contractor shall only be deemed to have breached the conditions contained in sub-clauses A.
a) and b) if (a) Contractor fails to accept, within a reasonable time (or at the latest within one
month of the invitation being sent to Contractor), a written invitation from Company to discuss
the results of an evaluation (as carried out in accordance with clause E. or (b) if Contractor
does accept said invitation but the discussions fail to achieve measures and dates for
improvement which are adequate in the view Company or (c) if Contractor does not implement
agreed measures in a timely manner or does not execute such measures at all.
G. If Contractor refuses discussions or agreement on measures according to F. Company shall be

entitled to execute the contractual consequences according to B., C., and/or E. directly. In case
Company exercises the right to rescind the Contract in accordance with Article B., E. and/or F.,
Company shall merely pay adequate compensation for deliveries or services useful in its
discretion.
H. Definitions
Child labor is
• any work performed by persons under the age of 12 years;
• work performed by persons from 12-15 years which does not constitute light work.
Light work is work that is not harmful to health or development and does not prejudice
attendance at school or other educational institutions.
Work done in schools for educational purposes as well as work of persons of at least 14 years
in apprenticeship programs is not prohibited.
Work, school and transport must not exceed 10 hours per day, in total.
Prohibited is hazardous work performed by persons under the age of 18 years. Hazardous
work is work which, by its nature or the circumstances in which it is carried out, is likely to harm
the health, safety or morals of children. The types of hazardous work are determined by
national law, taking into account the following factors:
• exposure to physical, psychological or sexual abuse;

• physical surroundings: work underground, under water, at dangerous heights, in
confined spaces;
• unhealthy environment: e.g. hazardous substances, agents or processes,
temperatures, noise levels, vibrations harmful to health;
• particularly difficult conditions: long hours, during night, manual handling and transport
of heavy loads, unreasonable confinement to premises of employer;
• use of dangerous instruments: machinery, equipment, tools.
Prohibited are further:
• Forced or compulsory labor, including forced recruitment for use in armed conflict.
• All forms of slavery or practices similar to slavery, such as the sale and trafficking of
children.
• Use for prostitution or for the production of pornography or for pornographic
performances.
• Use in illicit activities, e.g. trafficking of drugs.
Forced or compulsory labor is any work or service extracted from any person under the
menace of penalty and for which the said person has not offered her/himself voluntarily. For
the purposes of this code of conduct, this term includes slavery and practices similar to slavery,
such as debt bondage and serfdom.

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ARTICLE B7
PAYMENTS
B7.1 General Conditions - Contractor will be compensated for its Work in accordance with the Job Order or
Purchase Order. No other payment shall be due, unless specifically agreed to in writing by the Parties.
B7.2 Time of Payment - Except as provided hereunder, or as specified within the Job Order or Purchase
Order, Company shall make all invoiced payments under the Contract within thirty (30) Days following
receipt of the invoice from Contractor.
B7.3 Place of Invoice Presentation and Payment - Unless otherwise specified within the Job Order or
Purchase Order, invoices must be presented to the Company's address set forth in Part F: "Notification
Addresses" or the Job Order or the Purchase Order, by the second week of each calendar month
following the calendar month during which the Work was performed, Goods delivered or the expense
paid. Invoices must contain sufficient detail to support all charges, including Company approvals,
names, Work Sites, applicable pricing, dates and times. Invoices for third-party charges must contain
sufficient detail to support all charges, including a copy of third-party invoices paid by Contractor.
Invoice submittals must be supported by a copy of Contractor’s priced service/delivery ticket that has
been signed by an authorized Company representative. Invoices must include clear reference to all
applicable Contract, Job Order, Authorization for Expenditure, Cost Center, Purchase Order and such
other information as required by the Job Order or Purchase Order. Any applicable consumption tax,
sales tax or value added tax must be separately stated on Contractor's invoices.
B7.4 Valid Invoices - Excluding audit rights, no invoice received more than 90 Days after services/goods are
rendered will be valid, and no payment will be due from Company to Contractor therefor.
B7.5 Disputed Invoices - Company will be entitled to protest any charge contained in any invoice. In the
event of any such protest, Company will be entitled to withhold the disputed amount from any payment
otherwise due hereunder, without interest or penalties accruing thereupon. The payment of an invoice
will not preclude or affect Company's right to dispute any charge made. Upon notice of such dispute,
Contractor shall either furnish Company with satisfactory proof as to the disputed charge or modify or
withdraw such charge from the invoice.
B7.6 Local Currency – If a reimbursable expense is incurred by Contractor in a currency other than USA
dollars, Company may elect to pay Contractor in the denominated currency or in USA dollars.
B7.7 Company's Right to Offset - As to any monies due or owing to Company by Contractor under the
Contract, Company will always have the right to deduct such monies from any amount due or owing to
or which may become due or owing to Contractor under the Contract. If insufficient amounts are
available for full offset by Company and upon receipt of Company's written notice of Contractor's
outstanding obligations hereunder, Contractor shall promptly remit to Company all amounts due and
owing pursuant to the Contract.
B7.8 Nomination of Bank Account -
All payments to the Contractor shall be made to Contractor’s bank account at the bank
nominated by the Contractor. Company shall only make payment(s) to the bank account opened
under the name of the Contractor.
The Contractor’s account details are as follows:
Beneficiary:
Account Number:
Bank Name:

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SWIFT Code:..................……………………………
I.B.A.N:............………………………………
Any change to the above details shall be the subject of a formal amendment to the Contract.
ARTICLE B8
LIENS
B8.1 Liens - Contractor Group shall not claim any lien, attachment, charge, or the like on the Work, any Well,
oil or gas production, or any other property of Company Group. Contractor shall defend, indemnify and
hold Company Group harmless from and against any and all such liens, attachments, charges or the
like. Contractor shall immediately notify Company of any possible lien, attachment, charge or claim
which may affect the Work. Contractor shall, at Company's request at any time, provide Company with
evidence satisfactory to Company that all of its employees and Subcontractors have been paid in full.
B8.2 Withholding - If evidence arises of any lien, attachment, charge or claim arising out of Contractor’s or
its Subcontractors' performance of the Work, to which, if established, Company Group or its property
might be subjected, Company will be entitled to withhold from payments due Contractor such amount of
money as will fully protect Company Group against any such lien, attachment, charge or claim.
ARTICLE B9
COMPANY AUDIT RIGHTS
B9.1 Company's Right to Audit - Contractor shall maintain a complete, correct and confidential set of
records and accounts pertaining to all aspects of this Contract, including the performance by Contractor
and its Subcontractors. Contractor will maintain its books and records will be maintained in accordance
with USA generally accepted accounting principles, and in a proper, responsible and honest manner.
All transactions undertaken by Contractor in connection with the Contract, including without limitation
disposing of assets, incurring liabilities, recording expenses and documentation of contractual
arrangements, will be set forth fully and accurately (including the purpose of each transaction and the
party with whom it was concluded) in Contractor's books and records. Company will be entitled, at
reasonable hours, to inspect and audit any procedures, controls, records, and accounting data related to
Contractor’s relationship with Company, the performance of the Contract, and the valuation of the Work
including all reimbursable costs and expenses of the Parties. Contractor may exclude any trade secrets,
formulae, or processes from such inspection and audit except to the extent that such relate directly to
payments or reimbursements in accordance with the Contract in which case Company shall hold such
information confidential. Company’s right will extend for a period of five years after termination of this
Contract. Company's claims for errors may be presented to Contractor anytime within the time period
mentioned above. If such audit(s) reveal any discrepancy or error, Contractor shall make a written
response to Company's claim as soon as practicable, and in no event later than 45 Days from the date
of such claim. Any payment determined to be due either Company or Contractor will be paid promptly
by the other Party. Contractor shall obtain equivalent rights of audit to those specified above from all its
Subcontractors and shall cause such rights to extend to Company.
ARTICLE B10
TAXATION
B10.1 Contractor's Tax Obligations - Contractor assumes full and exclusive responsibility and liability for,
and shall make its Affiliates and Subcontractors similarly responsible for, timely filing all returns and
promptly paying when due all Taxes, levies, fees, duties, assessments and other similar charges
measured, based, or imposed upon or with respect to:
(i) Contractor's invoices, receipts, income or profits in connection with Contractor's performance
under the Contract;
(ii) Contractor's obligations under the Contract;
(iii) Contractor's Personnel and Contractor Furnished Items.
B10.2 Value Added Tax - Under the terms of an applicable Company Oil and Gas Contract, or the laws of the
host country, Contractor may be exempt from the payment of value added tax. Contractor shall inquire
of Company as to the existence of any such exemption prior to commencing any Work. If Contractor is
required to pay value added tax in connection with the Work in accordance with Applicable Law, after
having been advised that Company has a value added tax exemption, Company shall reimburse, at
cost, any such value added tax payments. Contractor shall provide reasonable assistance to Company,
if requested, in any Company attempt to obtain a value added tax refund.

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B10.3 Withholding by Company - Company may, where required by Applicable Law, make, on Contractor's
behalf, any payments required of Contractor pursuant to Article B10.1: "Contractor's Tax Obligations".
In such event, Company shall provide Contractor with receipts evidencing such payment.
B10.4 Registration with Tax Authorities - If required by the country in which Work is being performed,
Contractor must be registered with the tax authorities of such country, and shall, within 30 Days of the
Effective Date, provide proof of that registration to Company, including income tax or value added tax
registration or identification number and thereafter, throughout the duration of the Contract supply
Company with official copies of any renewals thereof or changes thereto.
ARTICLE B11
INSURANCE
B11.1 Parties' Insurance - Without limiting in any way the scope of any obligations or liabilities of Contractor,
Contractor shall procure, or cause to be procured, and maintain, at its expense and for the duration of
the Contract, the insurance policies described below with financially responsible insurance companies
and with policy limits, effective through primary and excess coverages, not less than those indicated.
For the purposes of the indemnity obligations set forth in Part A Article titled: "Indemnity from Company
to Contractor", Company shall maintain commercial insurance or self-insurance in the monetary limits as
required of Contractor in Part A Article titled "Insurance Coverages".
B11.2 Workers' Compensation - Workers' Compensation/Employer's Liability insurance in full compliance

with Applicable Law. Each such policy must be endorsed to include an alternate employer or borrowed
servant endorsement. If applicable, such coverage must include the United States Longshore and
Harbor Workers' Compensation Act Endorsement including the extension of such Act to the Outer
Continental Shelf Lands Act, and Maritime and Voluntary Compensation Endorsement including the
Jones Act, Death on the High Seas Act and coverage for transportation, wages, maintenance and cure.
The limits of liability of such insurance must be not less than the amount specified for Workers'
Compensation in Part A Article titled: "Insurance Coverages".
B11.3 General Liability - General Liability insurance to cover liability for bodily injury and property damage,
including contractual liability and completed operations, and endorsed to include diving operations, if
applicable, with a combined single limit of not less than the amount specified, per occurrence, for
General Liability in Part A Article titled: "Insurance Coverages". Use of the ISO Insured Contract
Definition Endorsement CG 24 26 07 04 is prohibited.
B11.4 Automobile Liability - If owned, non-owned or hired automotive equipment is used in the performance
of the Contract, Business Automotive Liability Insurance to cover liability for bodily injury and property
damage with a combined single limit of not less than the amount specified, per accident or higher as
required by Applicable Law, for Automobile Liability in Part A Article titled: "Insurance Coverages".
B11.5 Aircraft Liability - If owned, non-owned or chartered aircraft is used in the performance of the Contract,
Aircraft Liability (including Non-Ownership) Insurance to cover liability for bodily injury including death
(including passengers) and property damage with a combined single limit of not less than the amount
specified, per occurrence, for Aircraft Liability in Part A Article titled: "Insurance Coverages".
B11.6 Watercraft Liability - If owned or chartered watercraft is used in the performance of the Contract:
a. Protection and Indemnity Insurance, including Crew Coverage (to the extent not covered under
the Workers' Compensation Insurance), Pollution Liability and Full Collision Liability (to the extent not
covered under the Hull and Machinery Insurance), with sistership clause unamended to cover liability for
each vessel with a limit of not less than the amount specified, per occurrence, for Watercraft Liability in
Part A Article titled: "Insurance Coverages". Where vessels engage in towing operations, the insurance
must include full tower's liability with the sistership clause unamended. This insurance must include an
"In Rem" endorsement providing that an action "In Rem" will be treated as a claim against the insured
"In Personam".
b. Hull and Machinery Insurance, including collision liability, in an amount equal to the full value of
each Vessel and its equipment performing Work hereunder.
B11.7 Approval of Insurer - Company will be entitled to approve all underwriters and insurance companies
that Contractor uses in purchasing insurance coverage outlined in the Contract provided that Company
shall not unreasonably withhold its approval of any reputable underwriters and insurance companies.

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B11.8 Primary Insurance - The indemnity obligations and insurance required from the indemnifying parties
pursuant to the Contract will be primary and noncontributory and exclusive to any insurance which the
parties to be indemnified may have obtained or may have in effect.
B11.9 Endorsements - Where permitted by Applicable Law, all Contractor's insurance specified herein will be
endorsed to provide that the insurers and underwriters waive their right of subrogation against Company
Group and the Kurdistan Regional Government. Where permitted by Applicable Law, all Contractor's
insurance specified herein will name Company Group and the Kurdistan Regional Government as
additional insureds hereunder (including an alternate employers endorsement on the Workers'
Compensation/Employers' Liability insurance), with coverage extended to such additional insureds for:
1) risks and losses arising in whole or in part from the Work; and, 2) all obligations for which Contractor
has specifically agreed to indemnify Company Group, whether or not such assumed obligations are
enforceable; however, such additional insured coverage will not apply with respect to any obligations for
which Company has specifically agreed to indemnify Contractor hereunder. Contractor must provide
General Liability additional insured coverage under ISO endorsements CG 20 10 and CG 20 37,
versions dated October 2001 or earlier. Policies of Protection and Indemnity Insurance must be
amended to delete the phrase "as Owner of the vessel named herein" from the insuring clause as it
respects the additional insured status of Company Group. Except with respect to the limits of insurance,
all Contractor's liability insurance must apply: 1) as if each named insured were the only named insured;
and, 2) separately to each insured against whom claim is made or "suit" is brought.
B11.10 Reserved
B11.11 Territorial Limits - All policies required to be carried by Parties must have adequate territorial and
navigational limits for the Work Site.
B11.12 Deductibles - Contractor shall bear the cost of Contractor's and Subcontractor's deductibles or self-
insured retentions, including defense costs, applicable to the required insurance coverages.
B11.13 Certificates and Termination Notice - Before beginning Work and before the policies expire,
Contractor shall furnish insurance certificates to Company evidencing the insurance and endorsements
required above. The certificate will be issued to HKN Energy Ltd. and Affiliates. In addition, all
insurance policies must be endorsed to provide Company with 30 Days prior written notice of
cancellation or material changes in said insurance. In no event will Company's acceptance of an
insurance certificate that does not comply with this Article constitute a waiver of any requirement herein.
B11.14 Expiration / Cancellation - If any of the above insurance policies are not obtained by Contractor, expire
or are canceled during the term of the Contract and Contractor fails for any reason to immediately obtain
or renew such policies, then Company may obtain or replace same and charge such cost to Contractor.
B11.15 Subcontractor's Insurance - Contractor shall require Subcontractors to provide statutory Worker's
Compensation insurance and other such insurance as Contractor deems necessary. To the extent not
provided for by the Subcontractor and not covered by Contractor's insurance, deficiencies will be the
sole responsibility of Contractor.
ARTICLE B12
TERM
B12.1 Term of Contract - Unless terminated earlier in accordance with the Contract, the Contract will remain
in full force and effect from the Effective Date until five (5) years from the Effective Date.
ARTICLE B13
FORCE MAJEURE
B13.1 Force Majeure Obligation - Except for the duty of Company or Contractor to make payments
hereunder when due and the indemnification obligations arising hereunder, neither Party will be liable to
the other for failure to perform any obligations hereunder when either Party's performance is prevented,
delayed or rendered impossible by a condition of Force Majeure. If either Party is rendered unable,
wholly or in part, by a Force Majeure event to perform its obligations under the Contract, such Party
shall give timely written notice to the other Party detailing the Force Majeure event and those obligations
to be suspended during Force Majeure and the affected Party shall thereupon use every reasonable
effort to overcome the effects of such Force Majeure event in all good faith.
B13.2 Force Majeure Compensation - For any period in which Work is suspended or Goods are delayed
because of Force Majeure, unless otherwise provided in the Job Order or Purchase Order, all rates will
be suspended and there will be no payment therefor except for the Work already performed and Goods
already delivered.

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ARTICLE B14
DISPUTE RESOLUTION
B14.1 Resolution by Parties - In the event of any dispute, controversy, or claim arising out of or relating to
the Contract or breach thereof, including any question regarding its existence, validity, or termination (a
"Dispute"), the Parties shall attempt to settle such Dispute by negotiation between executives who have
authority to settle the controversy. A Party may deliver to the other Party a written notice expressly
invoking this Article (a "Notice of Dispute") to commence this process of mutual discussions. Within 15
Days following receipt of a Notice of Dispute, the receiving Party shall submit to the other a written
response. The Notice of Dispute and the response must include (a) a statement of the respective
Party’s position and a summary of facts and arguments supporting its position, and (b) the name and
title of the executive who will represent that Party and of any other individual who will accompany the
executive. Within 30 Days following delivery of a Notice of Dispute, the executives of both Parties will
meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem
necessary, to attempt to resolve the Dispute. All information disclosed and positions taken during the
negotiations and any mediation will be treated as confidential and as compromise and settlement
information for the purposes of any applicable rules of evidence.
B14.2 Mediation – A mediation may be scheduled by agreement of the Parties at any time but the mediation
will not be cause for extension of the deadlines set out in this Article. The Parties shall jointly select a
neutral mediator and schedule the mediation. The mediation contemplated by the Parties is intended to
be a voluntary process to promote understanding and, where possible, to arrive at a mutually
acceptable resolution of the Dispute. The Parties shall jointly share the cost of the mediation services.
A Party may withdraw from the mediation at any time but remains liable for its share of mediation costs
incurred up to the date written notice of withdrawal is provided to the mediator and the other Party.
B14.3 Binding Arbitration - In the event the Dispute is not resolved by execution of a written agreement
within sixty (60) days of delivery of a Notice of Dispute, the Dispute shall be referred to and finally
resolved under the rules of the London Court of International Arbitration (“LCIA”), as then in effect,
which rules are incorporated by reference into this provision. The tribunal shall consist of three (3)
arbitrators. Each Party shall nominate one (1) arbitrator within twenty-eight (28) days from the date of
the notice of arbitration. The two (2) arbitrators so nominated by the Parties and appointed by the LCIA
shall nominate the third and presiding arbitrator within twenty-eight (28) days from the appointment of
the second arbitrator. If the Party nominated arbitrators cannot agree on a third arbitrator, the
appointing authority shall be the LCIA, acting in accordance with such rules as it may adopt for this
purpose. The seat, or legal place, of the arbitration shall be London, England. The language of the
arbitration shall be English. The arbitration tribunal shall have the power to order specific performance
and grant interim relief. A monetary award shall include interest at LIBOR plus 2% from the date of any
breach or violation of this Contract. The award of the arbitration tribunal shall be final and binding on
the Parties, and may be enforced against them in any court or other authority of competent jurisdiction,
and each Party hereby waives any right of appeal. Each Party waives any defense from arbitration, suit,
pre- or post- judgment execution or attachment that may be available to it on the basis of sovereign
immunity.
B14.4 Preservation of Rights – Notwithstanding any other provision of this Contract, any Party may seek a
preliminary injunction or other provisional judicial relief prior to the appointment of an arbitrator, if in the
Party’s sole judgment such action is necessary to avoid irreparable damage or to preserve the status
quo. Despite such actions, the Parties shall comply with the negotiation and arbitration provisions of
this Article, and the arbitrator will have the sole power to finally resolve the Dispute notwithstanding the
pendency of court proceedings in connection with provisional relief.
B14.5 Reserved
B14.6 Reserved
B14.7 Preliminary Conference - The arbitrators will conduct a preliminary conference within 45 days of
appointment. At least five business days before the conference, each Party shall provide the arbitrators
and one another with preliminary statements of legal and factual issues, key facts to be proven,
estimated damages, likely witnesses and the subject of any intended expert witness testimony. Such
statements must include enough detail to provide an adequate basis for addressing discovery and
scheduling issues. At the same time, the Parties shall submit true copies of all documents considered
relevant to their respective statements. Before the conference, the Parties shall agree on a proposed
case management order for the arbitrators’ consideration. The arbitrators will issue a comprehensive

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case management order following the first, or at the latest, a second case management conference, that
follows the limitations on discovery and motion practice included in this Article, and sets time frames and
hearing dates.
B14.8 Discovery - The arbitrators will implement disclosure of documents consistently with Mode C in
Schedule 1 to the Conflict Prevention Resolution Protocol on Disclosure of Documents and Presentation
of Witnesses in Commercial Arbitration (“CPR Protocol”). The arbitrator will implement disclosure of
electronic information maintained by no more than four (4) custodians consistently with Mode B in
Schedule 2 to the CPR Protocol.
B14.9 Expert Witnesses - The case management order will establish a schedule for the submission of expert
reports, if any, based on the arbitrators’ consideration of whether reports should be submitted
simultaneously or sequentially and whether reply or rejoinder submissions from the expert witnesses will
be permitted. Each expert witness will submit a signed report, setting forth the facts considered and
conclusions reached in sufficient detail to serve as the entire evidence of the expert witness, together
with a curriculum vitae or other biographical information describing the qualifications and experience of
the witness. Each expert witness who has submitted a report must appear at a hearing before the
arbitrators unless the Parties agree otherwise and the arbitrators accept such agreement. The
arbitrators may disregard the report of an expert witness who fails to appear at a hearing when required.
The arbitrators may consider directing that, within a specified period of time after the exchange of expert
reports, opposing expert witnesses on the same issues meet and confer, without the Parties or their
counsel and prior to the submission of any reply expert reports, for the purpose of narrowing the scope
of disputed issues among the expert witnesses.
B14.10 Motions - Before any arbitration motion is filed, the Party seeking to file such motion shall arrange a
conference call with the arbitrators and other Party. No arbitration motion may be filed without express
leave from the arbitrators upon good cause shown.
B14.11 Powers of the Arbitrators; Limitations on Remedies - The arbitrators will decide the validity,
construction, and interpretation of this agreement to arbitrate, and all procedural aspects of the
arbitration conducted pursuant to said agreement, including the scope of said agreement, the
determination of the issues that are subject to arbitration (i.e. arbitrability), allegations of “fraud in the
inducement” to enter into the Contract or this agreement to arbitrate, allegations of waiver, laches, delay
or other defenses to arbitrability, and the rules governing conduct of the arbitration. The arbitrators may
enter such interim orders as they deem necessary, including, without limitation, orders to preserve the
subject matter of the Dispute or to preserve or adjust the status of the Parties pending resolution of the
Dispute in arbitration. The arbitrators may award all remedies available under the Governing Law,
except that neither the arbitrators nor any court may award damages waived and released under any
section of this Contract.
B14.12 Award - The arbitrators will render a final, reasoned award in writing, disposing of all issues in the
Dispute and determined in accordance with the Governing Law, within 45 days from completion of the
hearing. Awards will be final and bind the Parties from the day an award is made. The Parties
undertake to carry out the award without delay and waive their right to any form of appeal of the award,
insofar as they may validly waive such rights. Judgment on any award may be entered in any court
having jurisdiction. The arbitrators will award reasonable attorneys' fees and expenses and the cost of
arbitration, including administrative, arbitrator, third party vendor discovery fees and expert witness fees
and expenses, to the prevailing Party, taking into account the circumstances of the case and the
conduct of the parties during the proceeding, as well as the result of the arbitration. Each Party waives
any defense to arbitration, suit, pre- or post-judgment execution or attachment based on sovereign
immunity.
B14.13 Arbitration Exclusion - Notwithstanding the requirement to submit to binding arbitration as set out in
Article B14.3: “Binding Arbitration”, the Parties expressly agree to exclude from binding arbitration, and
hence reserve for litigation, any Dispute between the Parties whose outcome may be, in whole or in
part, materially related to, dependent upon, or determined by litigation initiated prior to the service of the
Notice of Dispute between one or more third parties and one or more of the Parties. The Parties
acknowledge and agree that the purpose of this exclusion is to avoid unnecessary duplication of legal
costs and to achieve consistent judicial outcomes among related legal matters.
B14.14 Tolling of Limitation Periods - Upon delivery of a Notice of Dispute, all applicable statutes of limitation,
prescriptive periods, and defenses based on the passage of time will be tolled while negotiation,
mediation, arbitration or combination thereof are conducted pursuant to Articles B14.1 - 14.12. The
Parties shall take such action, if any, required to effectuate tolling.
B14.15 Confidentiality - All negotiations, mediation, arbitration, and expert determinations relating to a Dispute
(including a settlement resulting from negotiation or mediation, an arbitral award, documents exchanged
or produced during a mediation or arbitration proceeding, and memorials, briefs or other documents

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prepared for the arbitration) are confidential and may not be disclosed by the arbitrators, the Parties,
their employees, officers, directors, counsel, consultants, and expert witnesses, except (1) to the extent
necessary to enforce this Article or any arbitral award, (2) to the extent that the information is already is
already in possession of the public or becomes available to the public other than through the act or
omission of the Party relying on this exception; or (3) as required by Applicable Law or the rules of a
recognized stock exchange. Breach of this confidentiality provision will not void any settlement, expert
determination or award.
ARTICLE B15
MISCELLANEOUS GENERAL PROVISIONS
B15.1 Confidentiality – Except as otherwise provided in this Contract, Contractor shall keep and maintain
strict confidentiality as to all data, information and affairs of Company, its Affiliates, Co-participants and
the Work which may be revealed to Contractor as a result of its performance of the Contract, and as to
all data collected, analyses made and reports or material prepared by Contractor hereunder. Contractor
is permitted to discuss the business of Company, its Affiliates and Co-participants only with
representatives of Company. Contractor shall not disclose to or discuss with a third party, any affairs of
Company, its Affiliates or Co-participants without specific authorization of Company. To the extent
Contractor does disclose any of the above matters to third parties, Contractor shall ensure their
compliance with the requirements of the Contract, including these confidentiality requirements. In
addition, Contractor shall ensure that Contractor Group complies with these confidentiality obligations.
The provisions of this Article B15.1: "Confidentiality" will not apply to information that Contractor can
clearly demonstrate:
(i) is or becomes publicly available, without fault of any Contractor Group Member, or
(ii) is known by Contractor as evidenced by written record before disclosure under the Contract, or
(iii) is required to be disclosed by a court of competent jurisdiction, a Governmental Authority, or by

the rules of a recognized stock exchange;
(iv) is required to be disclosed in an arbitration, mediation or court proceeding in order to enforce

or defend a Party’s rights after taking reasonable steps to maintain confidentiality in such
proceedings.
If Contractor is required to disclose any information as provided in (iii) or (iv) above, or otherwise
pursuant to any Applicable Law, Contractor shall immediately notify Company and take reasonable
steps to protect such information, including providing assistance in any actions taken by Company.
B15.2 Obligation of Confidentiality - Company will have no obligation of confidentiality with respect to any
information disclosed to Company by Contractor Group, and Company will be free to use or disclose
any or all of the information contained in any drawing, record or other document to third parties without
accounting to Contractor therefor, unless, however, any such information is specifically, reasonably and
clearly identified as requiring confidentiality in this Contract or the Job Order requires Company to
maintain such confidentiality.
B15.3 Injunctive Relief - The Parties acknowledge that disclosure of any confidential information (including
confidential information relating to a Dispute), except as expressly permitted by the Contract, will cause
irreparable injury for which the injured Party does not have an adequate remedy at law. In accordance
with Part B – “Dispute Resolution,” either Party may seek injunctive relief in any court of competent
jurisdiction against the breach or threatened breach of any of the Contract undertakings regarding
confidentiality, in addition to any other legal remedies that may be available.
B15.4 Title to the Work and Goods - Title to all products of the Work will pass to and vest in Company at the
earliest moment of identification as Work product. Title to all Goods will pass to and vest in Company
once Goods are delivered and accepted by the Company as per the relevant Job Order/Purchase Order
after inspection period. Company will, at all times, retain title to Company Furnished Items.
B15.5 Ownership and License of Intellectual Property – Any Intellectual Property owned by Contractor
Group before entering into the Contract will belong to Contractor Group. Any Intellectual Property
owned by Company Group before entering into the Contract will belong to Company Group. Contractor
grants to Company, and shall cause each other member of Contractor Group to grant to Company, the
right to use any Intellectual Property owned by Contractor Group as is required by Company to use the
Work.

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Company will own any Intellectual Property that is conceived, originated or developed, in whole or in
part, by Contractor Group or by Company Group and that arises from or relates to the Work or to any
information provided by Company Group. Contractor shall promptly disclose to Company any such
Intellectual Property and Contractor hereby assigns, and will cause each other member of Contractor
Group to assign, all of its right, title and interest, throughout the world, in and to all such Intellectual
Property to Company. Upon Company’s request, Contractor shall ensure that each member of
Contractor Group promptly executes any documents provided by Company to document assignment of
such Intellectual Property.
B15.6 Work Made for Hire - Contractor agrees that all original works, including drawings, specifications,
maintenance publications, software and the like, that are developed by any member of Contractor
Group as a result of involvement in any Work performed pursuant to the Contract, qualify as a "work
made for hire" under Applicable Law, and as such, are hereby assigned to Company. Contractor further
agrees that if such works do not qualify as a "work made for hire" under Applicable Law or if Applicable
Law does not provide for “work made for hire”, Contractor hereby assigns, and shall cause each other
member of Contractor Group to assign, all of its right, title and interest, throughout the world, including
any copyrights and renewals thereof, in and to all such works to Company.
Regarding copyright, Contractor shall affix to any original works, as soon as the works are originated, an
appropriate notice evidencing that copyright in the works belong to Company.
B15.7 Photographs - Contractor and its Subcontractors shall not take any photographs, video or other
recordings of Company Group property without Company's prior approval.
B15.8 Notices - Any notice to be given under the Contract must be in writing and may be given by hand
delivery or sent by prepaid first class post, courier or facsimile to the relevant address set out in Part F:
"Notification Addresses" unless otherwise specified within the Job Order. Any notice will be deemed to
be served upon receipt by the Party entitled to notice.
B15.9 NO LIABILITY FOR CERTAIN DAMAGES - EXCEPT WITH REGARD TO DAMAGES RESULTING
FROM THE BREACH OF ARTICLES RELATING TO CONFIDENTIALITY, TRADE SECRETS OR
INTELLECTUAL PROPERTY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR
CONSEQUENTIAL LOSS, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES INCLUDING
TRANSPORTATION, STORAGE, LOSS OR DEFERRAL OF PROFIT, LOSS OR DEFERRAL OF
PRODUCTION AND LOSS OF USE OF PROFIT. EACH PARTY HEREBY WAIVES ANY AND ALL
CLAIMS AGAINST AND RELEASES THE OTHER PARTY FOR SUCH PUNITIVE, CONSEQUENTIAL
OR INDIRECT DAMAGES AND CONSEQUENTIAL LOSS.
B15.10 Entire Contract - Subject to Article A2.3 “Geographical Scope of the Contract”, the Contract
supersedes all prior representations, agreements, understandings and commitments, whether oral or
written, between the Parties concerning the subject matter, excluding work currently in progress
pursuant to other contracts.
B15.11 Severability - Should any part of the Contract be held invalid or unenforceable for any reason, such
holding will not affect the remaining parts, which will continue in full force and effect.
B15.12 Precedence - In the event, and to the extent, of a conflict between the terms and conditions in the
Contract and those contained in the Job Order and not expressly identified as an amendment within that
Job Order, the terms and conditions of the Contract will control in accordance with Part A Article titled:
“Contract”. In the event of a conflict within a Contract document, Company shall determine which
provision shall prevail.
B15.13 Assignment – Company is entitled at any time and on giving prior written notice thereof to the
Contractor, to assign the Contract or any part of it or any benefit or interest in or under it to any of its
Affiliates. In addition the Company may make any such assignment to any other third party but only with
the prior written consent of the Contractor, the giving of which consent by the Contractor shall not
unreasonably be withheld or delayed.
The Contractor undertakes that in the event of any assignment described above, it will execute without
delay a formal assignment of interest in the Contract to the relevant party, to be effective upon the
written assumption by the assignee of all obligations of the Company under the Contract.
The Contractor shall assign neither the Contract nor any part of it nor any benefit nor interest in or under
it without the prior consent of the Company which shall not unreasonably be withheld or delayed, it
being acknowledged and understood for this purpose, but without limitation, that it shall be deemed
reasonable for the Company to withhold its consent in such circumstances unless and until it is satisfied
with respect to the financial and/or technical competence of the proposed assignee.

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B15.14 No Relief - No payments made by Company will relieve Contractor of its obligations under the Contract.
B15.15 Waivers and Amendments - No terms and conditions of the Contract will be deemed waived or
amended by either Party unless such waiver or amendment is executed in writing by a duly authorized
agent or representative of each Party. Company’s failure to execute a right of termination will not waive
or amend any right of Company under the Contract or otherwise. The right of either Party to require
strict performance will not be affected by any previous waiver, action or course of dealing.
B15.16 Successors and Assigns - The Contract binds the successors, assigns, successive assigns and legal
representatives of the Parties hereto.
B15.17 Survival Beyond Termination - All provisions necessarily requiring survival beyond any termination of
the Contract, including those relating to audit, choice of law, confidentiality, dispute resolution,
indemnity, insurance, taxation, title and warranty will survive any such termination.
B15.18 Currency - Unless otherwise specified, all monetary amounts are USA dollar amounts.
B15.19 Construction - Terms defined in the singular have the corresponding meanings in the plural, and vice
versa. Headings are included for convenience only and will not be considered in interpreting this
Contract. All references to Articles refer to articles of this Contract and all references to Exhibits refer to
exhibits to this Agreement, which are attached hereto and made a part hereof for all purposes. The
word “including” means “including but not limited to.” “Or” is not exclusive unless the context otherwise
requires. The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Contract refer to
this Contract as a whole and not any particular section or article in which such words appear. Any
reference to a statute, regulation or law includes any amendment thereof or any successor thereto and
any rules and regulations promulgated thereunder, all as in effect as of the execution date hereof. The
Parties have each fully participated in the negotiation and drafting of this Contract. If an ambiguity,
question of intent or question of interpretation arises, this Contract must be construed as if drafted
jointly, and there must not be any presumption, inference or conclusion drawn against either Party by
virtue of the fact that its personnel have authored this Contract or any of its terms.
B15.20 Financial Statements - Upon Company's request, Contractor shall furnish to Company a complete and
audited set of Contractor's current financial statements. Contractor's financial statements shall consist
of, but are not limited to, a balance sheet, income statement, cash flow and associated notes to the
financial statements.

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PART C
HKN ENERGY LTD.
KURDISTAN TERMS AND CONDITIONS
ARTICLE C1
GENERAL PROVISIONS
C1.1 Applicability - The provisions of the Contract apply for geographical scope defined within Contract Part
A, Article titled: "Geographical Scope of Contract", except that the following provisions are Kurdistan
specific amendments which replace or modify provisions in Part A and Part B for the identified country,
as may be specified within the Job Order. All provisions in Part A and Part B that are not changed by
these amendments remain in effect.
C1.2 Complementary Provision - The contract documents which comprise the Contract are complementary,
Any errors, omissions, or inconsistencies discovered by Contractor shall, however, be communicated
promptly to Company as a request for information.
ARTICLE C2
KURDISTAN SPECIFIC PROVISIONS
C2.1 Part A - Article A5.1 - Contractor Furnished Items

Insert the following new paragraph at the end of this Article:
“Contractor shall give, and shall cause its Subcontractors to give, priority to equipment and materials that
are readily available in the Kurdistan Region and other parts of Iraq to the extent their price, grade, quality,
quantity, specifications, purchase, delivery and other commercial and technical terms are comparable in all
material respects with those generally available in the international petroleum industry and to the extent that
the procurement of such equipment and materials will not cause any member of Company Group to violate
any Applicable Law or constitute a Prohibited Act.”
C2.2 Part A - Article A7.1 - Contractor’s Personnel
“Contractor shall give, and shall require its Subcontractors to give, preference to citizens of the Kurdistan
Region and other parts of Iraq to the extent such citizens have the technical capability, qualifications,
competence and experience required to perform the work, are available at competitive compensation rates,
and their employment will not cause any member of Company Group to violate any Applicable Law or
constitute a Prohibited Act.”
C2.3 Part A - Article A12.5 - Government Inspections
Insert the following new Article A12.5:
“A12.5 Government Inspections - The Contractor shall grant representatives of the Kurdistan
Regional Government access to the Work Sites, offices or any other facilities of the Contractor in the
Kurdistan Region.”
C2.4 Part A - Article A15.1 - Bonus
Delete all of Article A15.1 and replace with the following:
“A15.1 Discretionary Payment - If provided for in the Job Order, Company shall pay a discretionary
payment to Contractor for each Day that Contractor is able to complete the Work prior to the agreed upon
completion date, including any extension(s) approved by Company. In no event will the discretionary
payment paid by Company to Contractor exceed the amount specified in the Job Order and in no event
shall Company be obligated to pay a discretionary payment to Contractor other than as expressly set forth
in a Job Order.”
C2.5 Part B - Article B3.3 - Health, Environment, Safety and Security
Insert the following at the end of this Article:
“Contractor shall implement, and shall require its Subcontractors to implement, a health, safety and
environment program and take necessary measures to ensure hygiene, health and safety of personnel
carrying out the Work in accordance with prudent international petroleum industry practice.
Said measures shall include the following:
Part C – Kurdistan Terms and Conditions Page C1

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a) supplying first aid and safety equipment for each work area and maintaining a healthy
environment for personnel;
b) reporting to the Company within 24 hours of such accident, any accident in which personnel have
been injured while engaged in the provision of Work and resulting in such personnel being unable
to return to work;
c) implementing a permit-to-work procedure around hazardous equipment and installations;
d) providing safe storage areas for explosives, detonators and any other dangerous products used
in the operations;
e) supplying fire-extinguishing equipment in each work area;
f) measures for the purpose of taking control of any blow out or fire which could damage the
environment of the Contract Area or a petroleum reservoir, in accordance with prudent
international petroleum industry practice; and
g) measures for the purpose of preventing any involuntary injection of fluids in petroleum formations
and production of crude oil and natural gas at rates that do not conform to prudent petroleum
industry practice.
“Contractor shall take reasonable measures, and shall require its Subcontractors to take reasonable
measures, to attend to the protection of the environment and prevention of pollution, in accordance with
prudent international petroleum industry practice in similar physical and ecological environments and
Applicable Law.
“Contractor shall take reasonable precautions and measures, and shall require its Subcontractors to take
reasonable precautions and measures, in accordance with prudent international petroleum industry practice
in similar physical and ecological environments, to prevent any pollution which may arise directly from the
conduct of Work and to protect the environment (fauna and flora), water sources and any other natural
resources when conducting the Work.
“Contractor shall respect, and shall cause its Subcontractors to respect, in accordance with prudent
international petroleum industry practice in similar physical and ecological environments, the preservation
of property, agricultural areas, and fisheries, when conducting the Work.
“Contractor shall take reasonable measures, and shall require its Subcontractors to take reasonable
measures, to minimize any adverse material impact on national parks and nature reserves in the Kurdistan
Region and other parts of Iraq which may arise directly as a result of the Work, in accordance with prudent
international petroleum industry practice in similar physical and ecological environments and the
requirements of Applicable Law.”
C2.6 Part B - Article B3.4 - Subcontracting
Insert the following new paragraphs at the end of this Article:
“Contractor shall give, and shall require its Subcontractors to give, priority to Subcontractors from the
Kurdistan Region and other parts of Iraq to the extent their competence, rates, experience, reputation,
qualifications, specialties, credit rating and terms of availability, delivery and other commercial terms are
comparable in all material respects with those provided by foreign companies operating in the international
petroleum industry, and will not cause any member of Company Group to violate any Applicable Law or
constitute a Prohibited Act. Such Subcontractors must be bona fide Kurdistan Region companies (i.e.,
organized and in good standing under the laws of the Kurdistan Region of Iraq and federal laws of Iraq
recognized by the Kurdistan Regional Government as applicable in the Kurdistan Region), domiciled in the
Kurdistan Region, and majority-owned and controlled by citizens of the Kurdistan Region or Iraq) and
having all necessary resources and capacity.
“Contractor shall not enter into, and shall cause its Subcontractors not to enter into, a contract with a
Prescribed Person. If Contractor violates this provision, Company may require Contractor to cancel such
contract and Company may deduct the amount of such contract from amounts owed to Contractor under
this Contract or, in Company’s discretion, require repayment of such amount to Company. In addition,
Company may terminate this Contract.
“Contractor shall adopt, and shall cause its Subcontractors to adopt, procedures for procurement of
equipment and materials and/or services which provide for fair and transparent tender evaluation and are in
accordance with prudent international petroleum industry practice, Applicable Law, and to assure no such
contract will constitute a Prohibited Act.”
C2.7 Part B - Article B6.4 - Ethical Business Considerations (Government Officials)
Insert the following new sentences before the last sentence in this Article:
“In addition, Contractor shall not engage in, and shall ensure that no member of Contractor Group engages
in, a Prohibited Act. Finally, Contractor and its Subcontractors each filled out Due Diligence
Questionnaires prior to Contractor entering into this Contract with Company. Contractor shall submit to

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Company, and shall cause its Subcontractors to submit to Company, a new Due Diligence
Questionnaire (the form of which is attached to this Contract as Part H) promptly after a change occurs
which would cause any of the answers to an original Due Diligence Questionnaire to change.
Contractor also shall provide to Company, and shall cause its Subcontractors to provide to Company, a
new Due Diligence Questionnaire every two years on or before the anniversary of the Effective Date of
this Contract.”
C2.8 Part B - Article B10.2 - Value Added Tax
Delete all of Article B10.2 and replace with the following:
“B 10.2 Value Added Tax - The compensation payable under the Contract does not include any
Kurdistan value added tax, sales or use tax or any other such indirect taxes. If Contractor is required by
law to account for any such taxes to the appropriate Government authorities, said taxes shall be for
Company's account. If Contractor is required by Applicable Law to charge any such taxes on Contractor's
invoice to Company, provided that said taxes are presented on a valid tax invoice as required by Applicable
Law, said taxes shall be for Company's account."
C2.9 Part B - Article B10.5 - Importing or Exporting Items
“Pursuant to the terms of the Company Oil and Gas Contract, the import into and re- export from the
Kurdistan Region of Contractor Furnished Items shall be exempt from Kurdistan Region import and export
duties. Subject always to Contractor's compliance with Applicable Law and the provisions of this Article,
Company shall indemnify Contractor against any such import and export duties incurred provided that
Contractor shall advise Company in advance of making such payments to allow Company adequate time to
dispute same. "
C2.10 Part B - Article B13.1 - Force Majeure Obligation
Delete all of Article B13.1 and replace with the following:
“B 13.1 Force Majeure Obligation - Except for the duty of Company or Contractor to make payments
hereunder when due and the indemnification obligations arising hereunder, a delay, default, breach or
omission of a Party in the execution of its obligations under the Contract shall not be considered a failure to
perform this Contract or be the subject of a dispute if such delay, default, breach or omission is due to a
case of Force Majeure. In such event a Party shall give prompt written notice to the other Party and take all
reasonably appropriate measures to perform its obligations under this Contract to the extent possible. The
Parties shall meet as soon as possible after the notification of Force Majeure, as provided in this Article
B13.1, with a view to use reasonable endeavors to mitigate the effects thereof.”
C2.11 Part D - Article D.39 - Force Majeure
Delete all of Article D.39 and replace with the following:
“D.39 “Force Majeure” means any event that is unforeseeable, insurmountable and irresistible, not due
to any error or omission by the Party but due to circumstances beyond its control, which prevents or
impedes execution of all or part of its obligations under this Agreement. Such events shall include the
following:
(a) war, whether declared or not, civil war, insurrection, riots, civil commotion, terrorism, any other
hostile acts, whether internal or external;
(b) strikes or other labour conflicts;
(c) accidents or blowouts;
(d) quarantine restrictions or epidemics;
(e) any act, event, happening or occurrence due to natural causes, in particular, but without
limitation, floods, storms, cyclones, fires, lightning, earthquakes, or lack of water necessary for the
provision of Work;
(f) environmental restrictions, which the Kurdistan Regional Government has not notified to the
Company;
(g) any acts or orders of the Kurdistan Regional Government, any minister, ministry, department,
sub-division, agency, authority, council, committee, or other constituent element thereof, any
corporation owned and/or controlled by the any of the foregoing; and
(h) any acts or orders of any Governmental Authority (other than the Kurdistan Regional
Government) claiming or asserting jurisdiction over the subject matter of this Contract, any minister,
ministry, department, sub-division, agency, authority, council, committee, or other constituent
element thereof, or any corporation owned and/or controlled by any of the foregoing.
The inability of either Party to secure funds, arrange bank loans or other financing, or to obtain credit is not

MSC XXX
Force Majeure. Mechanical, electrical, structure failure of vessels, plant and equipment owned or leased by
Contract or third parties in the performance of the Work is not Force Majeure.”
C2.12 Part D - Definitions
Add the following new definitions:
“Corrupt Practices Laws” means, as applicable:
(a) the Laws of the Kurdistan Region and of Iraq in respect of bribery, kickbacks, and corrupt
business practices;
(b) the Foreign Corrupt Practices Act of 1977 of the United States of America (Pub. L. No. 95-213
§§ 101-104 et seq), as amended;
(c) the OECD Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions, signed in Paris on 17 December 1997, which entered into force on 15 February
1999, and the Convention’s Commentaries;
(d) the Bribery Act 2010 of the United Kingdom; and
(e) any other Law of general applicability relating to bribery, kickbacks, and corrupt business
practices.
“Person” means natural and juristic persons (including corporations and governmental agencies).
“Prescribed Person” means (i) any public official of any public authority in the Kurdistan Region or Iraq
(i.e., any person holding a legislative, administrative or judicial office, including any person employed by or
acting on behalf of the Kurdistan Regional Government or any public authority in Iraq, including any
legislative body); (ii) any political party or political party official or candidate for office; and (iii) any Person
acting on behalf of or for the benefit any of the foregoing.
“Prohibited Act” means, in respect of any Person, any of the following:
(a) the making, offering, or authorization (including acquiescence) for the making or offering any
payment, revenue or profit participation, gift, promise or other advantage, whether directly or through
any other Person, to or for the use or benefit of any Prescribed Person in violation of the Laws of the
Kurdistan Region or the standards and principles of any Corrupt Practices Laws other than the Laws of
the Kurdistan Region;
(b) either knowingly, or without conducting reasonable due diligence, entering into any contract
with a Prescribed Person in connection with or related to this Contract;
(c) defrauding or attempting to defraud or conspiring to defraud the Kurdistan Regional
Government in connection with or related to this Contract; or
(d) failing to notify the Kurdistan Regional Government reasonably promptly when a Prescribed
Person solicits any direct or indirect contract or other benefit from the Contractor in connection with or
related to this Contract.

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PART D
HKN ENERGY LTD.
STANDARD DEFINED TERMS
The contract documents which comprise the Contract are complementary, and Contractor shall carefully study
and compare the various documents, as well as any other information furnished by Company relative to the
Work. No contract document should be read in isolation. This obligation is for the purpose of facilitating full
understanding of the requirements of the Contract and not for the purpose of discovering errors, omissions, or
inconsistencies in the Contract. Contractor shall promptly report any errors, omissions, or inconsistencies
discovered by Contractor, as a request for information.
The following expressions represent the defined meaning given to terms within the Contract. Defined terms are
represented within the Contract by capitalized initial lettering. This Contract may not include or use all the listed
terms. If a term is included within a Contract document, but is not represented as a defined term, the term should
be ascribed its generally accepted English language meaning.
D.01 "Affiliate" means any company, corporation or other business entity controlled by, in control of or under
common control with a Party hereto. For purposes of this definition, "control" means the ownership,
legally or beneficially, directly or indirectly, of fifty percent (50%) or more of the voting shares or
membership interest of any company or corporation or business entity.
D.02 “Applicable Law" means any applicable treaty, constitution, charter, act, statute, law, decree law,
ordinance, code, rule, regulation, resolution, permit, order, decree, mandate, injunction, writ, directive,
interpretation, injunction or final non-appealable judgment adopted, enacted, issued, promulgated or
ratified by any Governmental Authority and having the force of law, including any of the foregoing that
relate to any of the Contractor Group, Company Group, the Work or Work Site.
D.03 Reserved.
D.04 "Change Order" means the document used to record a change to the Work, and the Parties'
agreement thereto, as described in the Part B Contract Article titled: "Changes to the Work".
D.05 “Claims” means all claims, demands, liabilities (including those involving health, environmental and
safety matters), losses, damages, proceedings, causes of action and expenses (including court costs,
attorneys’ fees and other litigation and dispute resolution costs).
D.06 "Commencement Date" means the date specified in a Job Order by which Contractor shall have all
Equipment and Personnel in place to perform the Work and shall be in possession of all applicable
permits and authorizations.
D.07 Reserved.
D.08 "Company" means HKN Energy Ltd. or any of its Affiliates who enter into Job Orders as further
described in the Article B2.2: "Affiliate Job Orders and Purchase Orders".
D.09 "Company's Base" means the location as stipulated in the Job Order from which transportation to
Work Sites originates.
D.10 "Company Furnished Items" means the equipment, materials and supplies furnished by Company, in
connection with the Work.
D.11 “Company Group” means Company, its Affiliates, Co-participants, and its and their respective
directors, officers, employees (including agency personnel), servants, agents and Invitees, but does not
include any member of Contractor Group.
D.12 "Company Oil and Gas Contract" means the production sharing contract, concession agreement,
lease, license or other agreement by which Company derives its rights to conduct operations with
respect to the property for which the Work is performed.
D.13 Reserved.
D.14 “Company Work Site” means a location owned, leased or controlled by Company Group where Work
will be performed including, if applicable, locations through which the Work will be transported.
D.15 "Completion Date" means the date upon which the Work will be completed.
D.16 "Completion of Operations" means the point in time when Contractor completes the Work or a stage
thereof under a particular Job Order.
Part D – Standard Defined Terms Page D1

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D.17 “Consequential Loss” means any indirect or consequential loss howsoever caused or arising whether
under contract, by virtue of any fiduciary duty, in tort or delict (including negligence) as a consequence
of breach of any duty (statutory or otherwise) or under any other legal doctrine or principle whatsoever
whether or not recoverable at common law or in equity. “Consequential Loss” shall be deemed to
include, without prejudice to the foregoing generality, the following to the extent to which they might not
otherwise constitute indirect or consequential loss:
a) loss or damage arising out of any delay, postponement, interruption or loss of production, any
inability to produce, deliver or process hydrocarbons or any loss of or anticipated loss of use, profit or
revenue;
b) loss or damage incurred or liquidated or pre-estimated damages of any kind whatsoever borne or
payable, under any contract for the sale, exchange, transportation, processing, storage or other disposal
of hydrocarbons;
c) losses associated with business interruption including the cost of overheads incurred during business
interruption;
d) loss of bargain, contract, expectation or opportunity;
e) any other loss or anticipated loss or damage whatsoever in the nature of or consequential upon the
foregoing.
D.18 "Contract" means the collection of documents defined in the Part A Contract Article titled: "The
Contract".
D.19 "Contract Area" means that area specified in the Job Order.
D.20 Reserved.
D.21 "Contract Price" means the sum of the compensation due Contractor as set forth in the Job Order,
including any adjustments as are made from time to time, under the provisions of the Contract.
D.22 "Contractor" means the Party so identified within the opening preamble to the Contract, or any of its
Affiliates who enter into Job Orders as further described in the Part B Contract Article titled: "Affiliate Job
Orders".
D.23 "Contractor's Base" means the location as stipulated in the Job Order from which transportation to
Work Sites originates.
D.24 "Contractor Furnished Items" means all equipment, materials, small tools, spare parts, supplies and
Intellectual Property furnished by or on behalf of Contractor Group to perform the Work.
D.25 “Contractor Group” means Contractor, its Affiliates, its Subcontractors, and its and their respective
directors, officers, employees (including agency personnel), servants, agents and Invitees, but does not
include any member of Company Group.
D.26 "Contractor's Personnel" means all the labor and supervisory personnel furnished by or on behalf of
Contractor Group to perform the Work.
D.27 "Co-participants" means companies participating with Company for investment or cost-sharing
purposes in the undertaking for which the Work will be provided and also means co-parties under the
Company Oil and Gas Contract.
D.28 Reserved.
D.29 "Day" means a period of twenty-four hours, from midnight to midnight or as otherwise provided in the
Job Order.
D.30 "Daywork Basis" means Contractor furnishes equipment and labor and performs services as provided
for an agreed sum per Day.
D.31 Reserved.
D.32 Reserved.
D.33 Reserved.
D.34 Reserved.
D.35 Reserved.

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D.36 Reserved.
D.37 "Effective Date" means the date stated in the Contract’s opening preamble and upon which the
Contract becomes effective and the Parties are bound.
D.38 “Exchange” means any Job Order or Purchase Order instruction, communication, authorization,
approval, acknowledgement or acceptance relating to the Contract.
D.39 "Force Majeure" means causes or occurrences which are beyond the reasonable control of the Party
claiming Force Majeure, which could not have been avoided or prevented by reasonable foresight,
planning and implementation and include without limitation: acts of God; war; official strikes or industrial
disputes (excluding strikes, lock-outs or other industrial disputes or action among employees of
Contractor or its Subcontractors); quarantine; epidemic; blockade; civil disturbance; riots; insurrection;
fire; and governmental law, regulation or orders (including administrative orders). The inability of either
Party to secure funds, arrange bank loans or other financing, or to obtain credit is not Force Majeure.
Mechanical, electrical or structural failure of vessels, plant and equipment owned or leased by
Contractor or third parties in the performance of the Work is not Force Majeure.
D.40 “Goods” means any item provided under the Contract by Contractor, with the exception of services,
and which must be provided in accordance with Part I Sale of Goods.
D.41 “Governmental Authority” means any nation state, any province, region, state, municipality or other
subdivision thereof, and any legislature, agency, ministry, court or other authority or instrumentality
exercising legislative, executive, regulatory, administrative or judicial functions of government within
such nation state or any of its subdivisions.
D.42 "Government Official" means an official of government, an official of a government instrumentality, an

official of a Public International Organization, a candidate for political office, an official of a political party,
a political party and an employee of an organization which is owned in whole or in part or controlled by a
government, government instrumentality or Public International Organization.
D.43 "Gross Negligence" means (a) the intentional failure to perform a manifest duty, in reckless disregard
of or wanton indifference to the consequences to the life, health, safety or property of another; or (b) any
act or failure to act which, in addition to constituting negligence, was in reckless disregard of or wanton
indifference to the consequences to the life, health, safety or property of another.
D.44 “Illegal Information Brokering” means the practice whereby certain parties approach contractors,
vendors or other suppliers and offer confidential information or illicit influence in order to obtain business
through corruption of competitive bidding processes.
D.45 Reserved.
D.46 “Incident Case Management Plan” means procedures that will be used to report Work related injuries
and illnesses and provide immediate intervention with trained and licensed healthcare providers to
assure appropriate medical attention, evaluation, treatment and follow-up.
D.47 "Intellectual Property" means inventions, discoveries, ideas, information, data, know how,
improvements, additions, modifications, enhancements, or derivatives, or any combination thereof, in
each instance whether or not reduced to practice or patentable, and includes all rights under Applicable
Laws that are used to protect such Intellectual Property, including patents, patent applications, statutory
invention registrations, design rights, moral rights, trademarks, service marks, copyrights, trade secrets
and other forms of comparable rights, or any combination thereof.
D.48 “Invitee” means a third party invited to a Company Work Site by a Party for reasons unrelated to the
Work. Company Invitees exclude any members of Contractor Group and excludes any other Company
contractors. Contractor Invitees exclude any members of Company Group.
D.49 "Job Order" means an order for Work issued by Company to Contractor, as more fully described in
Article B2: "Job Order and Purchase Order".
D.50 "Negligence/Fault" means, except to the extent expressly otherwise provided, negligence, breach of
contract, breach of duty of care or of strict liability, or of other premises liability, unseaworthiness,
unairworthiness, liability for defective equipment and breach of statutory duty, whether or not resulting
from pre-existing conditions and, except to the extent expressly otherwise provided, whether or not such
Negligence/Fault is sole, concurrent, joint, comparative, active or passive. The phrases "even if caused
by the Negligence/Fault" or "even if contributed to by the joint or concurrent Negligence/Fault" shall,
except to the extent expressly otherwise provided, mean that the Parties intend for the indemnity and
other obligations to apply whether or not the claims/losses are contributed to, occasioned by or are the

MSC XXX
result of the Negligence/Fault of the indemnitee or any other person and that, except to the extent
expressly otherwise provided, the Parties intend for the indemnity and other obligations to apply:
(a) without regard to any conflicting rules of liability under any applicable law or regulation,
(b) without regard to any successful limitation or exoneration of liability proceeding filed by or on
behalf of the indemnifying Party pursuant to the laws of any state or country or the provisions
of any international convention, and
(c) without regard to whether the Claim/Losses in question are sought directly or indirectly by
way of recovery, tort or contractual indemnification, or contribution by a person against the
indemnitee.
D.51 "Nominated Subcontractor" means any company, individual or entity nominated by Company to
perform any part(s) of the Work, subsequently accepted and employed by Contractor as a
Subcontractor.
D.52 Reserved.
D.53 "Party" means singularly, Company or Contractor, and collectively, Company and Contractor.
D.54 Reserved.
D.55 "Progress Report" means a report prepared by Contractor in the form, and submitted in the frequency,
as specified within the Job Order.
D.56 “Public International Organization” means: (i) an organization that is designated by Executive Order
pursuant to section 1 of the International Organizations Immunities Act (22 U.S.C. 288); or (ii) any other
international organization that is designated by the President of the United States by Executive Order for
the purposes of section 1 of the International Organizations Immunities Act (22 U.S.C. 288), effective as
of the date of publication of such order in the Federal Register.
D.57 "Representative" means the individual(s) appointed by a Party to be its agent with authority to act on
behalf of the appointing Party.
D.58 Reserved.
D.59 Reserved.
D.60 Reserved.
D.61 “Short Service Employee” means any of Contractor’s Personnel with less than six months experience
in their current position.
D.62 "Subcontractor" means any company, individual or entity, with whom Contractor, or one of
Contractor's subcontractors, at any tier, enters into an agreement to perform any of the Work or to
whom Contractor otherwise delegates performance of any of the Work.
D.63 Reserved.
D.64 "Taxes" means income or profits tax, employment tax, withholding tax, social security tax, contractor
tax, sales tax, property tax, consumption tax, value added tax, use and excise tax, turnover tax, capital
tax, customs duties, import and export tax and all other taxes that are based on the revenues and
compensation for services derived under the Contract.
D.65 "Term" means, as applicable, the time period designated as the term of the Contract in Article B12:
"Term of Contract", or the time period designated for the Work in the applicable Job Order.
D.66 “Third Party Work Site” means a location owned, leased or controlled by a third party not a member of
Company Group or Contractor Group where the Work will be performed including, if applicable,
locations through which the Work will be transported.
D.67 "Lump Sum Basis" means Contractor furnishes equipment and labor and performs services, as
specified in the Job Order, for a lump sum fee.
D.68 "USA" means United States of America.
D.69 Reserved.

MSC XXX
D.70 "Warranty Work" means the repair, correction, re-performance or replacement of non-compliant Work
or the redelivery and replacement of any non-compliant Goods.
D.71 "Well" means a well bore drilled by a drilling unit.
D.72 "Work" means the work, jobs, services, Goods, deliverables, duties and activities to be performed or
provided by, or on behalf of, Contractor, under this Contract, including all necessary ancillary
equipment, personnel and tools of trade to effect such work, jobs, services, Goods, deliverables, duties
and activities, as specified in accordance with the provisions of the Job Order.
D.73 "Work Site" means a location where Work will be performed and where Goods will be delivered
including, if applicable, locations through which Work and Goods will be transported. “Work Site”
includes Company Work Sites and Third Party Work Sites.

MSC XXX
PART E
JOB ORDER FORMAT
This Job Order is made part of the Master Service Contract Number , (“Contract”) which provides for
the issuance of Job Orders by Company, and is to be performed under the terms and conditions of said
Contract and those contained herein.
Job Order No. - - , entered into by and between HKN Energy Ltd. (“Company”) and
(“Contractor”) is effective from the day of , 20 and shall terminate on the day of ,
20 .
1.0 Job Order Insurance Requirements
The Work associated with this Job Order requires Contractor to have the insurance policies indicated below
as necessary in place in the manner, form and coverage amounts as specified in Articles B11: “Insurance”
and A17: “Insurance Coverage”.
Insurance Type Required this Job Order
Workers’ Compensation / Employers Yes

Liability
General Liability Yes
Automotive Liability Yes
2.0 Scope of Work
This section contains the detailed Work content that is the subject of the Job Order. The Scope of Work
contains the following components:
2.1 Work Scope
[Insert Scope of Work Here]
2.2 Company Furnished Items -
2.3 Contractor Furnished Items -
All items shall be capable of withstanding and performing properly in the extreme heat and the extreme
cold of the northern Kurdistan weather environment.
3.0 Schedule of Compensation
Contractor shall be compensated as follows:
[Insert Compensation Schedule Here]
Job Order Bonus Payments (if applicable):

Job Order Liquidated Damages (if applicable):

In no event shall compensation under this Job Order exceed $ without prior written authorization to
Contractor from Company.
Notes: 1. The fees and prices outlined herein present full payment for the Work being provided by
Contractor and no other amounts shall be due. Cost for any and all Contractor Services and expenses
provided under this Job Order shall be documented by Contractor and reported to Company on a monthly
Part E – Job Order Format Page E1

MSC XXX
basis in a form approved and accepted by Company, and shall be accompanied by legible receipts, with
business purpose and all other relevant information provided.
2. The rates set forth herein shall remain firm and fixed for the duration of this Job Order
notwithstanding that Amendments for work scope may be agreed by the Parties. The rates are fully
inclusive of Contractor’s costs, overhead and profits including, but not limited to, overheads, wages,
salaries, shift differential, overtime, bonuses or premiums, if any, employee benefits, allowances,
consumables, holidays, paid time off (including, but not limited to, sick leave, bereavement leave, jury duty
and vacation), Contractor’s portion of employee insurance and social security benefits, payroll and income
taxes, withholding tax, premiums for public liability and property damage insurance, employer's liability
insurance, workers' compensation and all other insurance premiums measured by payroll costs, and all
other contributions and benefits.
3. If applicable, business travel expenses on behalf of Company shall be reimbursed to

Contractor only with the prior written approval of Company.
4.0 Term
After the termination date, this Job Order shall remain in full force on a month-to-month basis. During such
month-to-month status, Contractor may terminate this Job Order upon thirty (30) Day written notice.
Company’s termination rights remain as stated in the Contract.
The contract documents which comprise the Contract are complementary, and Contractor shall carefully
study and compare the various documents, as well as any other information furnished by Company relative
to the Work. No contract document should be read in isolation. This obligation is for the purpose of
facilitating full understanding of the requirements of the Contract and not for the purpose of discovering
errors, omissions, or inconsistencies in the Contract
This Job Order contains provisions that pertain specifically to this Job Order. The provisions detail
geographic specific terms, additional defined terms, work scope specific terms, and such provisions as
necessary to document the obligations of the Parties. Any of these provisions that amend the terms and
conditions of the underlying Contract must be clearly identified as an amendment, and signed concurrent
with the Job Order, by duly authorized representatives of the Parties. The form of this Amendment is
attached to this Job Order as Attachment A.
Company will use a Purchase Order to purchase tangible items included in this Job Order. The form of
Purchase Order and the General Terms and Conditions of Purchase that accompany the Purchase Order
are attached to this Job Order as Attachment B.
Any amendments to this job order, subsequent to execution of this job, order must be requested in the form
of a Change Proposal and issued in the form of a Change Order and signed by duly authorized
representatives of the Parties. The form of Change Proposal and form of Change Order are attached to
this Job Order as Attachment C.
5.0 Payment Terms
Payments under this Job Order are to be made in accordance with Article B7: “Payments” of the Contract.
6.0 Representatives
Company’s Representative: Name:

Title:
Address:
Telephone:
Mobile:
E-mail
Contractor’s Representative:
7.0 Exhibits
The Parties acknowledge that they have read this Job Order, understand it, and agree to be bound by its
terms and conditions. Further, the Parties agree that the entire agreement between the Parties relating to

MSC XXX
the Work described herein consists of:
1.0 This Job Order
2.0 The Job Order Attachments and Exhibits, if any
3.0 The Contract, as defined in Part A, Article A2
This statement of the entire agreement supersedes all proposals or other prior agreements, oral or written,
and all communications between the Parties relating to this Job Order.
Except for any amendments to the Contract contained within Attachment A to this Job Order, in the event
of any conflict or inconsistency between the terms and conditions of the Contract and the Job Order, the
terms of the Contract shall govern. For purposes of executing this Job Order, facsimile and electronic
image transmissions of signatures shall be considered as original documents.
Company: Contractor:
HKN Energy Ltd. [Insert Contractor Name]
By: By:
DO NOT SIGN DRAFT ONLY DO NOT SIGN DRAFT ONLY
Name: Name:
Title: Title:

MSC XXX
ATTACHMENT A TO PART E
AMENDMENT FOR JOB ORDER SPECIFIC TERMS
Amendment Number __________ to Master Service Contract Number __________ for the Work
performed under Job Order Number __________, for this Job Order only.

Contracts (Rights of Third Parties) Act 1999 - Unless the right of enforcement is expressly
provided, it is not intended that a third party should have the right to enforce a provision of
this Contract pursuant to the Contracts (Rights of Third Parties) Act 1999. The Parties may,
by agreement, rescind or vary this Contract without the consent of a third party to whom the
right of enforcement of any of its terms has been expressly provided.
Company Contractor
By: By:
Name: DO NOT SIGN DRAFT ONLY Name: DO NOT SIGN DRAFT ONLY
Title: Title:
Date: Date:

MSC XXX
ATTACHMENT B TO PART E
FORM OF PURCHASE ORDER
278 English Village Any questions regarding this

Purchase Order should be addressed
Erbil-Iraq PURCHASE ORDER to: HKN Procurement Manager at
00964-(0)750-818-6839 or
Kurdistan Region procurement@hknenergy.com
Seller: P.O. Number

Buyer / Invoice To:
P.O. Date
HKN Energy Ltd. MSC / Contract #
Attn: Accounts Payable Quotation Ref.
13600 Heritage Parkway, Suite 200 Ship Via
Fort Worth, TX 76177 Payment Terms
Copy E-Invoice to be forward to: Delivery Date
accounts.payable@hknenergy.com Delivery Terms
mike.fosheim@hknenergy.com For Internal Use:
Keith.Saunders@hknenergy.com SRF #
AFE #
Budget Code
Item Qty Unit Part Number Req'd Date Description Unit Price Total Price
1. For purposes of this Purchase Order, Company is referred to as Buyer and Contractor is referred to as Seller. Sub-Total $ -
2. Purchase Order Number, Part Number and Quantity must show on invoice and each package. Tax
3. The Master Service Contract and /or the HKN General Terms and Conditions of Purchase and Service attached hereto shall
apply.
Total $ -
4. Seller will ensure that the goods are properly packed, secured and labeled in accordance with accepted industry practice
and with the Buyer's requirements as specified.
5. Seller must execute acknowledgment copy hereof and return to Buyer. No other form of acceptance is binding on Buyer.
Buyer expressly limits acceptance to the terms stated herein and any additional or different terms proposed by Seller shall
not be binding on Buyer, whether or not they would materially alter this order, and are rejected.
Buyer: HKN Energy Ltd. P.O. Acknowledged By: Seller
Signature: Date: Signature: Date:
Name: Name:
Page 1 of 1

MSC XXX
ATTACHMENT C TO PART E
CHANGE PROPOSAL AND CHANGE ORDER FORM
Specimen of Change Proposal
ON CONTRACTOR’S OFFICIAL LETTER HEAD

CHANGE PROPOSAL
TO: HKN Energy Ltd. Change Proposal No:
Date:
Attn: Company Representative Job Order No:
Contract No:
Contract Name:
The following change to the above-mentioned Job Order is hereby proposed in
accordance with the terms of the Master Service Contract and Job Order
PORTION OF CONTRACT AFFECTED: (List Title and number of Drawings, Appendix, or port of the Job Order
affected)
DESCRIPTION: (Brief description of facilities involved and/or additional services being authorized)
REASON FOR CHANGE: (Indicate who requested change and reason – safety, operability etc.)
TYPE OF CHANGE: (Specify increase or decrease in Contractor’s costs for materials or labor and for payment and cost
buildup as per the Job Order)
EFFECTS OF CHANGE
ON CONTRACT PRICE: ON MOBILIZTION: ON CONTRACTOR’S
(Provide approximate allocation of (Specify effect) GUARANTEE:
cost both direct and indirect)
(Specify effect)
REFERENCE: (Include reference to project correspondence, an interim authorizations and Contractor’s cost estimate for the
proposed change)
FOR AND ON BEHALF OF CONTRACTOR

Authorized Signature: Name of Signatory: Title of Signatory:
Specimen of Change Order

MSC XXX
HKN Energy Ltd.

CHANGE ORDER
TO: Contractor Change Proposal No:
Date:
Attn: Job Order No:
Contract No:
Contract Name:
The Change Order shall constitute the agreement between the Parties to perform the changes to Work
specified under the relevant Job Order/Change Proposal detailed below, for the agreed prices and time
periods stipulated.
The Contractor warrants that no further changes, claims or demands shall be made against the Company in
connections with this Change Order.
DETAILS OF CHANGE
REFERENCES
RFQ Ref./Change Proposal No. Description Price
REVISION TO CONTRACT PRICE AND SCHEDULE

The following alteration to the Contract Price and schedule is to be made for this change:
CURRENT THIS CHANGE

REVISED
CONTRACT PRICE:
MOBILIZATION/COMPLETION DATE:
SIGNED AND ACCEPTED FOR AND ON BEHALF OF:
Company: Contractor:
Name:____________________________ Name:______________________________
Title:______________________________ Title:_______________________________
Date:_____________________________ Date:_______________________________

PART F
NOTIFICATION ADDRESSES
Notification Addresses
For Job Orders, the appropriate domestic region/international location will provide a Notices
Section relative to the Job Order. Contractor and Company will mutually exchange notices in a
similar format as follows:
Contractor:
Attention:
Title:
Address:
Mobile No.:
E-mail:
Company: HKN Energy Ltd. (or Affiliate)

278 English Village-Erbil-Iraq
All Correspondence except invoices:
Name: Mr. Mark Rollins

Title: President
Dallas Address: 3000 Turtle Creek Blvd, Dallas TX 75219
Fort Worth Address: 421 W. 3rd Street, Suite 250, Fort Worth, TX 76102
Erbil Address: 278 English Village, Erbil, Iraq
Telephone: +1-817-224-6031
US Mobile: +1-972-333-6672
Kurdistan Mobile: +964-750-817-3281
E-mail: Mark.Rollins@hknenergy.com
Invoices: Contractor invoice(s) shall be submitted to the following address:
HKN Energy Ltd.

421 W. 3rd Street, Suite 250
Fort Worth, TX 76102
USA
Attention: Accounts Payable
Invoice copy, complete with supporting documentation, must also be

e-mailed to the below;
Email: Addressed to:
accounts.payable@hknenergy.com
cc.
ErbilFinanceTeam@hknenergy.com
Part F – Notification Addresses Page F1

MSC XXX
PART G - COMPANY POLICIES
PART G1
GENERAL
Contractor shall make itself familiar, and comply, with all local Company policies applicable to
each Job Order. Copies of applicable Company policies may be obtained from the Company
location responsible for issuing the Job Order. Contractor agrees to notify its employees,
Subcontractors, agents and representatives of Company's Policies.
1. Health, Safety and Environment
Contractors shall place equal emphasis on safety, health, and the environment while performing work for
Company. Failure to comply with Company’s safety, health and environmental requirements is cause for
immediate termination of this contract, subject to the discretion of Company’s management.
A. General Safety Specifications
With Company and its Affiliates, safety and environmental protection are core values. No business
objective is so important that it will be pursued at the sacrifice of Safety and Environmental
Protection. The Contractor must comply with all applicable HSE requirements contained in HKN’s
HSE Manual and other documents (e.g., Safety Alerts, etc.) as discussed in work scope and safety
meetings as well as industry standards and governmental regulations. Adequate time will be
provided by Company to complete each job in a safe and timely manner. The Contractor is
expected to communicate this expectation to their employees. The Contractor is subject to a safety
audit with no advance notice, but no such audit(s) shall serve to shift responsibility for, or control
of, safety to Company.
Contractor Responsibility
The Contractor is required to have a HSE management system that meets or exceeds the
Company’s HSE management system. The Contractor’s HSE management system should include
but not be limited to, commitment of resources, HSE tools and processes, and stewardship of and
accountability for the systems results.
Safety Equipment
Contractor employees must not report to any work location without proper Personal Protective
Equipment (PPE). Company is not financially responsible for providing Contractor employees with
the proper safety equipment. At a minimum, plastic hard hats, safety glasses (with rigid side
shields where required) and steel-toe safety shoes are required. Additional equipment may be
dictated by the Operations Safety Plan (e.g., hearing protection, H2S monitors, gloves, goggles,
harness etc.).
Prior to commencement of work, Contractor will inspect the Work Site and ascertain whether any
health or safety hazards exist. Contractor is responsible for ensuring employees have necessary
PPE. Whenever Contractor cannot obtain the necessary PPE, Contractor will request Company’s
assistance in providing the equipment. Should Company provide such equipment, it shall be the
sole responsibility of the Contractor to inspect and approve it prior to providing it to their
employees. If Company is unable to provide assistance, then Contractor, at Company’s discretion,
may be required to stop, at no cost to Company, the work for which such protective equipment is
needed until such time as it obtains the necessary protective equipment. Contractor will not use
equipment of any kind, whether or not furnished by Company, which is not safe for the premises of
the Work Site or the work to be done.
Vehicle Safety
Vehicle seat belts must be worn at all times when driving on Company roads or while under
contract to Company. Personal vehicles of Contractor’s employees are not allowed inside the
facilities, other than to drive to designate parking areas. All Company or lease designated speed
limits must be observed. All vehicles and equipment will be turned off while fueling. Fuel storage
areas and containers will be properly marked. Vehicles being refueled must not be left unattended.
Vehicles traveling between sites will be subject to a Journey Management Plan which will be
strictly enforced.
Part G – Company Policies Page G1

MSC XXX
Cellular Telephone Safety

Contractor’s Personnel must comply with the requirements of “Cellular Telephone Use” hereof
when operating a vehicle in the performance of services exclusively for Company.
Safety Policy/Meeting Requirement

Contractor must have an active and visible Health, Safety and Environmental Protection program
that is equal to or exceeds Company’s HSE requirements. Contractor must review its HSE policy
Company’s Safety Manual with all of its employees before they begin work at the Company
location. Contractor will fill out necessary medical information forms for all employees prior to
reporting for Work. All Contractor employees must be given a site specific safety orientation and
security briefing before beginning Work on Company property.
Contractor’s personnel must attend all Company-sponsored HSE meetings, as directed, that are
specifically set up for their area. A Contractor management representative may be expected to
attend other Company safety meetings and workshops as prescribed by the Company drilling
manager. In addition, the Contractor will hold safety meetings and/or pre-tour safety planning
sessions each day before commencing Work. Contractor must designate one of its supervisory
personnel to be a HSE contact who will coordinate the Contractor’s safety program with
Company’s representative. The Contractor will have written pre-tour safety plans such as Job
Safety Analysis available for inspection by Company’s representative. All persons involved in the
Work to be done will participate in the pre-tour safety plan preparation.
Incident Management
Contractor employees must report all incidents (i.e., safety hazards, near misses, motor vehicle
accidents, injuries, illnesses and property damage, loss of production, etc.) immediately to their
supervisor and the Contractor supervisor must report to the Company supervisor and follow-up
with documentation and Company Manager. Contractor agrees to immediately inform Company of
any hazardous, unsafe or unhealthy unsound condition or work practice of which it becomes
aware, even if it has no authority to correct. Contractor is expected to intervene and suspend Work
activity, if warranted, to ensure safety and operations integrity.
Contractor must furnish to Company’s representative a copy of the incident report on incidents
occurring on Company’s property, and assist Company’s representative in filling out Company’s
incident report. Contractor will conduct incident investigations including root cause analysis for all
recordable incidents and provide full reports to Company’s representative. Contractor will
participate in and cooperate with any independent analysis of Contractor’s incidents that may be
conducted by Company.
Pre-employment Screening
Contractor must verify that pre-employment screening has been conducted, with emphasis on the
following:
a. Medical History: Contractor assures that Contractor’s and subcontractor's employees are
medically fit for the job at hand.
b. Training History: Contractor assures that Contractor’s and Subcontractor's employees
have been trained in the safe performance of all aspects of the Work and/or situations
normally encountered in and around inland oilfields. Contractor agrees to provide
documentation of completed training upon request by Company. Contractor training
requirements should meet or exceed Company’s Drilling’s minimum safety training
requirements. Rig Managers, Toolpushers, Tourpushers and Drillers shall – as a minimum
qualification – have valid IWCF certification. Chief Mechanics and Chief Electricians shall
have Fire Fighting certification.
Supervisor Approval Requirement

The Company Supervisor can reject any crewmembers deemed not qualified for the job. CV’s for
appropriate Supervisors must be made available to the Company before any Work commences.
Contractor must obtain prior approval from Company Supervisor before changing or substituting
personnel working on Company jobs.
Permitting Requirement
Unless the Company accepts the Contractor’s Safety System of Work including any permits to
Work programs, It shall be the responsibility of the Contractor to become familiar with Company’s
hot work, confined space entry, and energy isolation permitting requirements. Contractor shall
cooperate fully in the use of permits and abide by all rules stated on them. Contractors may use
their own permitting process upon Company approval provided it meets or exceeds Company’s
procedures.

MSC XXX
Operations Stoppage
Contractor shall not permit a condition that renders any work environment unsafe for its employees
or any other person. All tools, equipment, facilities, and other items used by Contractor and
practices employed by Contractor in accomplishing the work are considered to be part of the
working environment.
The Company representative will have the right, but not the obligation, to periodically inspect
Contractor’s operations for the purpose of monitoring compliance by Contractor with Company's
health and safety requirements. The Company representative may stop work at no cost to
Company until any hazards or unsafe conditions noted are abated.
Contractor Safety and Health Plan

Company requires the Contractor to have a safety, health and environmental protection plan and
submit this document upon request which must be consistent with the Work. This plan will conform
to industry standards and governmental regulations in the Kurdistan Region of Northern Iraq.
Contractor’s practices and procedures, either written or adopted, will comply with industry
standards and governmental regulations.
It will be the Contractor’s responsibility to alert and train Contractor’s employees concerning all
health and safety hazards to which Contractor’s employees may be exposed and the safety rules
or practices that are necessary to avoid those hazards. Contractor shall keep the Company
supervisor informed in writing of any hazardous materials that Contractor brings on site.
Subcontractors
The requirements of this Part G are applicable to all subcontractors hired by Contractor to perform
work on Company property. Contractor’s contract with such subcontractor will provide that
subcontractor will be subject to the requirements of this Part G.
B. General Health Specifications
It is Company policy to identify, evaluate, and control health risks related to its operations that
potentially affect its employees, Contractors or the public.
Employee Medical Requirement
1) Contractor shall conduct pre-entry (i.e., before deployment to the assigned location) and
thereafter biennial medical assessments by an accredited physician to determine fitness for
work for employees assigned to work in remote locations. A remote location is considered
to be those locations where access to medical care or treatment beyond simple first aid is
two or more transportation links away. The assessments shall be conducted at other
appropriate times such as return from prolonged sickness, absence or when fitness for work
needs to be determined for any other reason. Such assessment shall include the
administration of appropriate health questionnaires and a physical examination. The
purpose for the medical assessment is to:
a Screen for significant medical conditions, which might require immediate medical
treatment (beyond simple first aid) or follow-up, not readily available in a location
lacking an adequate medical care infrastructure.
b Ensure at the time of employment/placement that an employee is medically

(physically and mentally) fit to perform all duties specified in the job description
without undue risk to him/herself or others or Company’s assets.
2) Contractor shall make travel health medical services readily accessible to each employee.
Such services shall ensure appropriate preparations for assigned locations including
vaccinations, personal medical supplies/prescriptions and education about local/public
health risks. Contractor shall adhere to all medical requirements especially those for
residence and employment, including vaccinations, when Contractor’s employees travel to
countries for the Company. Any costs incurred by Contractor for medical/vaccination costs
are for Contractor’s account and non-reimbursable from Company. Contractor must
therefore ensure it is knowledgeable about the medical requirements of such countries or
risk further costs to their own account should Contractor employees not be allowed into
these countries or expelled from these countries due to lack of medical certification. The
Company will endeavor to notify Contractor of any medical risk which it may become aware
of, during the life of the Contract.

MSC XXX
3) Contractor shall obtain medical evacuation coverage (urgent and non-urgent) from
internationally recognized medical assistance providers, such as International SOS.
Company will make available to Contractor its onsite medical facilities and services, where
available.
C. General Environmental Specifications
It is Company Group policy to conduct its business in a manner that is compatible with the
balanced environmental and economic needs of the communities in which it operates. Company
Group Companies will commit to continuous efforts to improve environmental performance
throughout its operations.
Scope
This Section 1.C. of Part G sets forth Company's minimum requirements of Contractor for
implementation of a Regulatory and Environmental Management Program throughout performance
of the Work. Contractor shall consider and incorporate in this program, as required or as indicated,
provision for waste management and services, environmental monitoring programs, water pollution
prevention and spill response measures, and regulatory compliance measures.
Objectives
The regulatory and environmental objectives for the Work are:
1. That the Work is performed in a manner which complies with all applicable
government regulations, statutes and permitting requirements.
2. That the Work is performed in a manner consistent and compatible with Company's
Environment policy and business objectives including:
a) The Work is performed in an environmentally sound manner.

b) Performance requirements are defined and communicated.
c) Personnel are trained, qualified, and able to perform the Work.
d) Performance is stewarded, and a system for assessing performance is used
which provides feedback for correction of deficiencies in performance of the
Work.
e) The Work is performed in a way that controls emissions and wastes at or below
environmentally-acceptable levels.
f) Management demonstrates leadership and commitment with accountability at all
organizational levels to encourage active and personal roles in complying with
regulatory requirements and environmental standards.
3. Full compliance with applicable Laws at the Work Site to include:

a) No issuance of non-compliance notices from governing authorities.
b) No environmental incidents.
2. Contractor Drug, Alcohol and Contraband Policy
A. Purpose
To insure a safe, healthy, and productive work environment for the employees of Contractor and HKN and
others on HKN Property, to protect the public, HKN Property and assets, and to ensure efficient
operations, Contractor shall have and enforce a written policy on drugs, alcohol, and other
prohibited items that, at a minimum, meets the requirements outlined below ("Contractor's Policy").
B. Definitions
1) Contractor Personnel -- any of Contractor's employees, agents, subcontractors or
subcontractors' employees working on HKN Property.
2) HKN Property -- all real or tangible personal property, including facilities, buildings, vehicles,
products and equipment either owned or controlled by HKN
3) Third-Party Services – services that HKN has contracted to provide to a third party which
services will be performed by Contractor.
4) Prohibited Substances -- (1) illicit or non-prescribed drugs and controlled substances and
mood or mind altering substances, (2) prescribed drugs used in a manner inconsistent with
the prescription, and (3) alcoholic beverages.

MSC XXX
5) Reasonable Suspicion -- a belief based on objective and articulated facts sufficient to lead a
supervisor to suspect.
6) Under the Influence -- (1) the presence of a Prohibited Substance, or metabolites of a

Prohibited Substance in body fluids above the cut-off level established by Contractor's
Policy, or other commonly accepted cut-off level and/or (2) the presence of a Prohibited
Substance that affects an individual in any detectable manner. The symptoms of influence
may be, but are not limited to, slurred speech or difficulty in maintaining balance.
C. Prohibitions
Unless specifically authorized in writing by HKN, Contractor's Policy and its implementation shall prohibit
Contractor and Contractor Personnel from the following:
1) Using, possessing, selling, manufacturing, distributing, concealing, or transporting while on

or handling HKN Property or during performance of Third-Party Services any of the
following items:
i. Any Prohibited Substance;
ii. Contraband, including firearms, ammunition, explosives, and weapons;
iii. Illicit drug equipment or paraphernalia.
2) Using or possessing while on or handling HKN Property or performing Third-Party Services

prescription drugs or over-the-counter medication that may cause impairment except when
all of the following conditions have been met:
i. Prescription drugs have been prescribed by a licensed physician for the person in
possession of the drugs.
ii. The prescription was filled by a licensed pharmacist for the person possessing the
drugs.
iii. The individual notifies their supervisor that they will be in possession of or using,
impairment-causing prescription drugs or over-the-counter medication and
appropriate steps are taken to accommodate the possibility of impairment, including
but not limited to, removal from work for the period of possible impairment.
3) Being Under the Influence of Prohibited Substances while performing any work for HKN.
4) Switching or adulterating any urine, blood or other sample used for testing.
5) Performing work for HKN if that person has tested positive, or refused testing, in any
employment-related test except that Contractor Personnel seeking access to HKN Property
may be considered if the positive employment-related test in question was an initial pre-
employment test administered more than twelve months before and the employee will not
perform in a designated-like position. The prohibition in part 3(E) will not apply to
Contractor Personnel seeking access to HKN Property for low-exposure positions whose
employment-related positive test did not occur during employment on HKN Property or
work.
6) Upon request Contractor will certify in writing that it has enforced all provisions of
Paragraph C.
D. Searches and Inspections

On HKN Property HKN may, at any time, have HKN supervisors, Contractor supervisors and/or authorized
search and inspection specialists, including scent-trained animals, conduct unannounced searches
and inspections of Contractor and/or Contractor Personnel and their property; that property may
include, but is not limited to, the following: wallets, purses, lockers, baggage, offices, desks, tool
boxes, clothing, and vehicles.
E. Testing
1) Categories
All Contractor Personnel shall be assigned to one of the following categories based on the

MSC XXX
individual's job function:
Comparable-to-Designated: Has a high exposure to a catastrophic operational incident; has a

direct role in operations where failure could result in serious harm to public or employee
well-being, Operator assets, or the environment; and has no direct or very limited
supervision available to provide operational checks.
Safety-Sensitive: Has a high exposure to catastrophic operational incident and has access to
operations where failure could result in serious harm to public or employee well-being,
Operator assets, or the environment.
Low-Exposure: Has an indirect role and no access to operations where failure could result in
serious harm to public or employee well-being, Operator assets or the environment.
Contractor shall ensure that alcohol and drug tests are conducted according to the following
requirements as defined in Paragraph B below:
Reasonable Post-
Job Category Suspicion Incident Pre-Access Random
Comparable-to-Designate x x x x
Safety-Sensitive x x x
Low-Exposure x x
In addition, executives of Contractor are encouraged to be subject to the same random alcohol and
drug-testing program that they require of their employees to demonstrate commitment to a
substance-free workplace.
2) Requirements
i. Pre-Access Testing:
a. Each Contractor Personnel requiring pre-access testing must have received a
negative result on a comprehensive alcohol and drug test within the 12 months
preceding that Contractor Personnel's first access to HKN Property. In addition
each Contractor Personnel requiring pre-access testing must have received a
negative result on a comprehensive alcohol and drug test in any calendar year
in which that Contractor Personnel performs work on HKN Property. Upon
HKN’s request, Contractor shall so certify in writing. Contractor shall not send
laboratory test results to HKN.
b. A single letter certifying negative test results for all Contractor Personnel
requiring site access is preferred.
c. Contractor will provide no information to HKN identifying individuals who have

positive pre-access tests.
ii. Random Testing:

a. Contractor Personnel requiring random testing must be subject to
unannounced and continuous random selection and testing for Prohibited
Substances while performing work for HKN.
b. The number of tests randomly conducted during each calendar year must be at
least the current United States Department of Transportation (USDOT)
required percentage or, where testing is not required by USDOT, at least fifty
percent (50%) of the number of Contractor Personnel in the random selection
pool.
iii. Post-Incident Testing:

a. If Contractor or HKN determines from the best information available
immediately after a work-related incident that performance of one or more
Contractor Personnel contributed to the incident, or cannot be completely
discounted as a contributing factor to the incident, Contractor shall remove
that/those individual(s) from HKN Property and surrender his/her/their site
credentials to HKN. For purposes of this part "incident" means an incident that
caused personal injury requiring medical treatment beyond first aid

MSC XXX
administered at the Work Site, or property damage of more than $1000, or an

incident that carried the potential for serious personal injury or significant
property damage.
b. An individual so removed will be allowed to return to work on HKN Property

only after Contractor conducts alcohol and drug testing on the individual as
soon as possible following the individual's removal from the site, and
Contractor certifies in writing the test identification number, the individual's
government work identification number (i.e., U.S. Social Security, or
equivalent), the test date and time, and a negative test result. On that written
certification Contractor will include a consent signed by the individual permitting
disclosure to HKN of the test result. See Attachment 1 to Part G.
iv. Reasonable Suspicion Testing:

a. Upon Reasonable Suspicion of Contractor or HKN that a Contractor Personnel
is Under the Influence of a Prohibited Substance while on HKN Property,
Contractor shall remove the individual from HKN Energy Ltd. Property and
surrender his/her site credentials to HKN.
b. An individual removed from HKN Property for Reasonable Suspicion will be

allowed to return to work on HKN. Property only after Contractor conducts
alcohol and drug testing on the individual as soon as possible following the
individual's removal from the site, and Contractor certifies in writing the test
identification number, the individual's social security number, the test date and
time, and a negative test result. On that written certification Contractor will
include a consent signed by the individual permitting disclosure to HKN. of the
test result. See Attachment 1 to Part G.
3) Contractor's Policy will specify substances, and threshold levels that comply, at a minimum,
with the USDOT alcohol and drug testing regulations as shown in the table immediately
below. Contractor shall adopt collection, chain-of-custody and other related procedures
consistent with USDOT testing procedures or sound industry practice. Contractor will
include alcohol in any test panel regardless of any lesser USDOT requirement. Contractors
that do not have an existing program are strongly encouraged to adopt HKN's alcohol and
drug testing standards.
DRUG AND ALCOHOL TEST PANEL
Substance Screen Levels Confirmatory Levels

Cocaine 300 ng/ml 150 ng/ml
Phencyclidine 25 ng/ml 25 ng/ml
Marijuana 50 ng/ml 15 ng/ml
Opiates 300 ng/ml 300 ng/ml
Amphetamines 1000 ng/ml 500 ng/ml
Alcohol Detection .04 % BAC
4) Contractor shall use only testing laboratories that are properly certified under a recognized
program.
F. Non-Compliance
Any Contractor Personnel found in violation of Contractor's Policy or who refuse to cooperate with the
searches and tests included in Contractor's Policy shall be permanently removed by Contractor
from HKN Property and from performing work for HKN. Contractor must immediately notify HKN
that the individual has become "disqualified under Part G". Contractor will immediately review with
HKN the nature of the work previously performed by the individual. At HKN's request Contractor
shall, at its sole cost and risk, inspect all work in which the individual may have participated, and
submit a written report to HKN that documents the inspection, any findings, and the actions taken
to assure all deficiencies have been corrected.

MSC XXX
G. Drug Awareness
Contractor warrants that Contractor Personnel performing work have each been fully informed of the
requirements of this Part G and Contractor's Policy, and that before beginning work each has
signed a written certification that he has been so informed and agrees to be bound by those
requirements.
H. Exemptions
Local HKN management may, at its sole discretion, grant certain exemptions to Contractor from the
requirements of Contractor's Policy. Exemptions are valid only if in writing. No exemption will be
construed by Contractor as a promise of any future exemptions. Any exemption granted to
Contractor may be revoked by local HKN management at any time.
I. Special Provisions – HKN Energy Ltd. - Approved Consortium

Enrollment in, and maintenance of, "active status" in an HKN-approved consortium that requires pre-
enrollment testing and continuously subjects active members to random drug and alcohol testing at
an annual effective rate of at least 50% will be recognized as satisfying HKN’s pre-access and
random testing requirements. Upon request, HKN will provide Contractor with a list of all approved
consortiums. Contractor may request approval by HKN of other consortiums.
J. Applicable Laws
Contractor shall comply with all applicable drug and alcohol related laws and regulations.
K. Audit
1) Contractor shall keep records required by this Part G available for inspection by HKN during
the term of this agreement and for a period of three (3) years after its termination.
2) HKN shall have the right, at its discretion, to perform unannounced audits of Contractor's
alcohol and drug program to verify that Contractor's policy and its enforcement comply with
these guidelines.
3) At HKN's request Contractor will provide separate lists of Contractor Personnel (including
name and government work identification number) who were eligible for HKN work on a
date specified by HKN in Safety-Sensitive Contractor Positions or Jobs Comparable to
Designated Positions. Upon further request, Contractor will provide HKN with the following
information on each alcohol and drug test conducted for each Contractor Personnel
identified by HKN from those lists:
i. date of and type of test (e.g. random, pre-access)

ii. laboratory chain-of-custody identification number and/or test number.
Contractor will obtain an agreement from any consortium, specimen collection service, laboratory
and/or Medical Review Officer providing drug/alcohol testing services under this agreement
that upon submission by HKN of a list, or lists, of Government Work Identification Numbers,
chain-of-custody ID numbers and test dates: 1) the laboratory will verify that the tests were
conducted as represented; and 2) the laboratory and/or Contractor Medical Review Officer
will provide a sworn statement that each of the tests identified by HKN were confirmed as
negative or that it/he/she cannot so swear.

MSC XXX
ATTACHMENT 1 TO PART G
REASONABLE SUSPICION / POST-INCIDENT DISCLOSURE CONSENT AND CERTIFICATION
___________________________________ _____________________ ____________

Contractor Personnel (Printed Name) Social Security Number Test ID #
Consent and Authorization for Disclosure to HKN Energy Ltd. of Drug Test Result and Related
Information
I hereby consent to disclosure by Contractor and its agents, including, but not limited to, any collecting and
testing agencies, of the test result identified above and any related information to HKN Energy Ltd. and/or HKN
Energy Ltd. authorized agents, assigns or representatives.
______________________________ _________________________
Contractor Personnel Signature Date
CERTIFICATION FOR RETURN TO WORK
Schedule 1 - Early Return Alcohol & Drug Screen Certification ( For Post-Incident Testing Only)
________________________ certifies that the individual shown above was tested using an approved drug
(Contractor)
and alcohol screening process on _____________ at _________ and that the result of that test was
(date) (time)
negative. The individual is therefore eligible to return to work pending result of required laboratory test.
___________________________________ ______________________________
Authorized Contractor Representative Signature
___________________________________ _______________________________
Title Date
Schedule 2 - Certification of Laboratory Test Result
______________________ certifies that the individual shown above was tested on ___________ at ________
(Contractor) Date Time
and that the result of the required laboratory alcohol and drug test was negative.
___________________________________ ________________________________
Authorized Contractor Representative Signature
__________________________________ ________________________________
Title Date
Contractor Instructions: Fax or send a copy of this form to HKN Energy Ltd. at the Work Site when the
disclosure consent and Schedule 1 of the certification have been completed. Deliver the completed original to
HKN Energy Ltd. when Schedule 2 of the certification is completed.

MSC XXX
3. Workplace Harassment
MEMORANDUM TO: Contractor Personnel Performing Services for HKN Energy Ltd.
FROM: HKN Energy Ltd.
SUBJECT: HKN Energy Ltd. Harassment Policy and Complaint Resolution Process
As a Contractor for HKN Energy Ltd. (“HKN”), you need to understand HKN’s expectations regarding the subject
matter:
 Contractor's employees, agents, and Subcontractors are prohibited from engaging in any act of harassment
toward HKN's employees, suppliers, customers, or other Contractor employees.
 HKN's employees, agents, and Contractors are prohibited from engaging in any act of harassment toward
other HKN employees, suppliers, customers, or Contractor employees.
HKN's Harassment in the Workplace Policy prohibits all forms of unlawful harassment based on race, color,
sex, religion, national origin, citizenship, age, disability or veteran status. In addition, HKN’s corporate policy
prohibits all other forms of harassment, which, while not unlawful, are considered inappropriate in a business
setting. HKN will not tolerate harassment in the workplace, whether committed by or directed at employees,
Contractors, suppliers, or customers. Contractors who violate the policy are subject to removal from HKN's work
assignments.
Examples of behaviors prohibited by HKN's corporate policy include:

 Racial or ethnic jokes, slurs, epithets, cartoons or graffiti
 Sexually graphic comments, epithets, pictures, cartoons, gestures or graffiti
 Taunting on the basis of actual or perceived sexual orientation
 Repeated use of demeaning or degrading comments based on individual characteristics
 Repeated use of offensive profanity or intimidating behaviors like yelling or throwing objects
 Threats of harm, violence, or assault
 Unwanted sexual flirtations or unwelcome, unnecessary touching
 Requesting sexual favors in return for a tangible employment action
If you are the victim of harassment in the workplace or if you witness any incident of harassment, you should
immediately report the incident to a supervisor or management representative of your employer and to the HKN's
representative for whom you are performing Services as appropriate. HKN will collaborate with a management
representative of your employer to investigate the reported policy violation and initiate action needed to
appropriately address the complaint. Neither HKN nor your employer will retaliate against anyone who reports an
incident of harassment or who cooperates in any investigation of such incidents.
A copy of this letter has been provided to a management representative of your employer so that he/she is
knowledgeable of the standard of conduct expected on HKN's premises or while performing work for HKN. You
are encouraged to become familiar with the provisions of this letter and the complaint reporting procedures of
both your employer and HKN.
If you have any questions about this letter, please contact your employer, the HKN representative for whom you
perform work or a representative of the HKN's Human Resources Department.

MSC XXX
4. Cellular Telephone Use
The parties hereto agree that Supplier or Contractor, however referred to in the Agreement, Contract, or Order, as
the case may be, to which this Section 4 is attached, shall be referred in this Section 4 as "Supplier." As
used herein, "HKN Energy Ltd." and “HKN” refers to HKN Energy Ltd. and/or its affiliated companies.
Supplier, its employees, agents, and subcontractors shall comply with the requirements set forth in this Section 4.
Supplier shall notify its employees, agents, and subcontractors of the requirements of this Section 4.
A. Cell-phones, whether hands-free or hand-held, may not be used during the time Supplier is driving
while performing services exclusively for HKN, regardless of whether the vehicle is owned by HKN.
Without limiting the generality of the foregoing, cell phones may not be used while driving during:
(i) Travel between sites or locations at which Supplier performs services for HKN ("HKN
Sites"), regardless of whether such sites are owned or operated by HKN,
(ii) Transportation of HKN personnel, regardless of whether non-HKN personnel are

concurrently transported, or
(iii) Travel to a point of departure, such as an airport, train station, or port, for a trip involving
business related to HKN.
B. The foregoing prohibition against cell phone use does not apply to:
(i) The daily commute between the driver's residence and the HKN Site,
(ii) Commutes between an HKN Site and non-HKN. businesses for which Supplier, its
employees, agents, or subcontractors may perform work,
(iii) Common carriers,
(iv) Private carriers, manufacturers, distributors, and suppliers that transport both HKN and non-
HKN items in their vehicles,
(v) Citizen band and/or two-way radios,
(vi) Use while the vehicle is properly parked in a rest area, designated parking area, or other
safe location, and
(vii) Use of cell phones by passengers if the use is not a distraction to the driver of a passenger
vehicle.
5. Background Checks
As described more fully below, Contractor agrees that it will obtain background checks on its employees and
agents who perform Security-sensitive Services on HKN Premises and that it will also require any parties
to whom it subcontracts such work to do the same.
For purposes of this Section 5, the following definitions and terminology shall apply:
1. "HKN Premises" shall include any facilities owned, leased, operated, or otherwise controlled
or used by HKN, joint ventures operated by HKN, and any other facilities or premises
designated by HKN in writing.
2. "Security-sensitive Services" shall include those jobs, tasks, functions and activities which
afford the workers performing Services the opportunity to significantly harm HKN's assets or
employees.
3. "Contract Workers" shall include the employees and agents of Contractor and any parties to
whom Contractor subcontracts work and the employees and agents of such subcontractors.
4. "Agreement" refers to the document to which this Section is attached.
Contractor shall obtain background checks on all Contract Workers performing Services prior to their assignment to
perform Services on HKN Premises unless HKN, in its sole discretion, has subsequently agreed in writing
that a background check is not required for a particular individual or category of Contract Worker or

MSC XXX
Security-sensitive Services. In the event of such an agreement, HKN shall have the right to use
alternative measures, including but not limited to requiring appropriate identification, limiting areas to
which such Contract Workers have access, or escorting such Contract Workers while in HKN Premises.
In addition, HKN in its sole discretion may at any time require such background checks for Contract
Workers performing other jobs, tasks, functions and activities that it designates as Security-sensitive
Services.
To the extent permitted by Law, the background check for any Contract Workers performing Services must include
a criminal record check for criminal convictions, deferred adjudications, suspended sentences, no contest
pleas, or their equivalent in all jurisdictions in which the individual has lived or worked during the previous
five (5) years. These records must be checked as far back in time as feasible or as permitted by Law. A
conviction, deferred adjudication, suspended sentence, no contest plea, or their equivalent relating to any
major or serious crime whatsoever or any lesser crime indicating a proclivity or potential to harm to
persons or assets, such as, but not limited to, an offense for theft, embezzlement, physical violence,
sexual misconduct, controlled substances, or alcohol-related misconduct shall be considered a basis for
not assigning a Contract Worker to perform Security-sensitive Services.
The background check must also include a verification of the individual's employment history for the previous five
(5) years. In addition, for any positions in which Contract Workers operate HKN vehicles or transport HKN
employees, a motor vehicle records check must be performed if separate from criminal records. In the
event that the motor vehicle or criminal records check discloses conviction of one or more serious
violations, two or more non-serious violations, suspension or revocation of driver's license, a conviction of
driving under the influence of alcohol or controlled substances, two or more preventable accidents,
conviction for an offense involving death by vehicle or conviction of hit and run, those violations or
convictions shall be considered a basis for not assigning a Contract Worker to perform services involving
operation of HKN vehicles or transportation of HKN employees.
Where a criminal or motor vehicle records check for a Contract Worker contains findings of criminal behavior, as
identified herein, and Contractor nonetheless desires to assign such Contract Worker to perform Security-
sensitive Services or any task, jobs or Services involving operation of HKN's vehicles or transportation of
HKN's employees, Contractor shall notify HKN of such findings and shall not assign the Contract Worker
unless HKN agrees in writing to the assignment.
If legal requirements and customary practices in non-United States jurisdictions in which this Section is used limit
the implementation of the background check program, Contractor will work with HKN to identify
reasonable alternatives to accomplish the intent of this program.
Contractor agrees that it has full responsibility for compliance with all applicable legal requirements regarding
privacy rights or the obtaining of background checks and that it will comply with all legal requirements that
may apply in the jurisdictions in which the HKN Premises are located and the background checks are
being performed. Contractor also agrees that it has full responsibility for compliance with all legal
requirements regarding authorization to work, visas, work permits or any related documentation in any
jurisdictions in which Contract Workers are assigned to work and that it will comply with all such legal
requirements.
HKN will make available to Contractor a list of companies or other entities that are generally deemed to be qualified
to perform background checks. Contractor is free to identify other companies to perform such checks but
must inform HKN if they are using a Company or entity not on the list and identified as acceptable. HKN
shall have the right to refuse to rely on checks performed by any Company or entity that HKN, in its sole
discretion, deems unacceptable.
Subject to applicable Law, Contractor also agrees that it will maintain files of background checks obtained and will
permit HKN's representatives to review and audit such files during regular business hours upon HKN's
request.
Contractor further agrees that it has the ongoing duty to require Contract Workers to immediately inform Contractor
of any criminal conviction, deferred adjudication, suspended sentence, or no contest plea arising after the
completion of their background check. Upon being informed of a conviction, deferred adjudication,
suspended sentence or no contest plea, Contractor will immediately inform HKN in writing and will
discontinue the individual's assignment on HKN Premises unless HKN agrees in writing to the
continuation of the assignment.
Contractor agrees that by operation of Law or valid agreement with Contract Workers, Contractor has the right to
obtain any and all information required under this Agreement and to disclose that information to HKN as
provided in this Agreement or upon HKN's request.

MSC XXX
PART H
HKN ENERGY LTD.
Third Party Due Diligence Questionnaire (Entity)
A. General Instructions: Please print or type all answers. If you believe a question is not
applicable, please print or type “N/A.”
B. Carefully read the definitions before filling out this questionnaire.
“Anything of Value” Anything that has value to the recipient. It can include, but is not limited
to, the following: money; transfers of stock, bonds or any other property; the Payment of
expenses; the provision of services of any type; gifts; employment; the forgiveness of debt;
any other transfer of goods, services, tangibles or intangibles that benefits the recipient.
There is no minimum amount that must be exceeded before a thing of value can be illegal
under the Global Anti-Bribery Laws.
“Facilitating Payment” A Facilitating Payment is a small payment to a Foreign Official

necessary to expedite or secure performance of a non-discretionary, routine governmental
action that (i) the Foreign Official ordinarily performs, and (ii) HKN is entitled to under the laws
of that country.
“Foreign Official” (i) Any officer, agent, or employee of (i) a non-U.S. government,
department, agency, or instrumentality including wholly- or majority- state-owned or controlled
enterprises; (ii) any officer, agent or employee of any public international organization, such
as the United Nations or the World Bank; (iii) any person acting in an official capacity for or on
behalf of any such government or department, agency, instrumentality or public international
organization, even if that person is not herself employed directly by the government or public
international organization; (iv) any foreign political party; (v) any official of foreign political
party; (vi) any candidate for foreign political office; (vii) any child, spouse or other close
relative of any of the individuals identified above; or (viii) any other person if you know or have
reason to know that person will make, offer, or promise a Payment in violation of relevant anti-
corruption laws and regulations, including the FCPA.
“Global Anti-Bribery Laws” Any applicable law, constitution, treaty, convention, ordinance,
equitable principle, code, rule, regulation, resolution, decree, executive order, or other similar
act enacted, adopted, promulgated, or validly and lawfully applied by any Governmental Body
designed to prevent bribery, corruption, or the provision of money or Anything of Value,
directly or indirectly, to a prohibited recipient, to obtain or retain an improper advantage,
including, but not limited to the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78m, 78dd1-
3, and 78ff) (“FCPA”) and the UK Bribery Act 2010 (UK Bribery Act”).
“Payment” A Payment is the direct or indirect giving of, offer to give, or promise to give a
thing of value, whether in the form of cash, commercial paper (e.g., checks of any kind,
promissory notes, or other paper creating or representing an obligation to transfer a thing of
value, etc.), in-kind transfers, employment opportunities, donations, gifts, entertainment, or
any other thing of value. Anything that could be considered a thing of value to the recipient is
a Payment.
“Prohibited Person” means (i) any individual or entity that is the subject of a prohibition in
any law, regulation, rule, or executive order administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury (“OFAC”) or the United States Department of
State; (ii) the government, including any political subdivision, agency, or instrumentality
thereof, of any country against which the United States maintains economic sanctions or
embargoes, including, without limitation, Cuba, Iran, North Korea, Sudan, or Syria
(hereinafter, “Prohibited Country”); (iii) any individual or entity that acts on behalf of, or is
owned or controlled by, the government of a Prohibited Country; or (iv) any individual or entity
located in a Prohibited Country; or (v) any individual or entity that is identified on the OFAC
Specially Designated Nationals and Blocked Persons List (“SDN List”) (Appendix A to 31
C.F.R. Ch. V), as amended from time to time, and any entity that is owned or controlled by an
individual or entity identified on the SDN List.
Part H – Vendor Disclosure Questionnaire Page H1

MSC XXX
HKN Energy Ltd. (“HKN”) and its owners and affiliated companies are required to and committed to
comply with U.S. and non-U.S. laws applicable to the HKN’s operations, including the Global Anti-
Bribery Laws. In furtherance of those legal obligations and as an initial step in our due diligence
review process, please complete the following Questionnaire. Based on your response, HKN may
request additional information about you and your company. HKN may collect this information through
additional written questions, in-person interviews, or other means.
Please answer these questions as completely and accurately as possible. Where information is
incomplete or not ascertainable, please so state. HKN appreciates your assistance with this important
process.
Please contact Rachel Russell, at +1. 817.224.6302, or by email at Rachel.Russell@hknenergy.com,

with any questions.
(Questionnaire on following page)

MSC XXX
I. CONTACT INFORMATION
Please provide the following information about your company, if applicable:
Legal Name: CPC Company
Other Names if any

(e.g., d/b/a, o/k/a):
Principal place of business: duhok - gari basi - Nobel Hotel - 3rd floor - Apartment #8
Address: duhok - gari basi - Nobel Hotel - 3rd floor - Apartment #8
Phone: 0750 486 78 75 Fax:
Business web site if

https://cpccompany.netlify.app
any:
(i)
Address of other
offices (if any):
(ii)
Contact Person: Ahmed Khairadeen Ali
Contact’s Title: Mr.
Contact’s Phone: 7504867875 Contact Fax:
Contact’s Email: cpccompanyinfo@gmail.com
Name(s) and Title(s)

of other contact(s) if
any:
II. EMPLOYMENT INFORMATION (IF APPLICABLE)
Job title: CEO
How long have you been employed in this

3 years
position?
Managing Creative Petroleum Company

What are your duties? Construction and architecture consultant
High tech construction developer
III. COMPANY INFORMATION
Please describe the nature of the company’s principal line of business:
Constructions
CPC company is authorized and has the abilities to invest and establish contracts in constructional
projects, like:
1. Establishing residential, industrial and government buildings, and renovating them.
2. Opening roads, laying down areas, rig sites, and building bridges. 3. Construction of dams and
water reservoirs.
General Trading

MSC XXX
CPC has experienced staff in general trading, Where they worked previously in the business of
supplying and equipping government and Non-government organizations and cooperation with
construction materials, equipment, electrical appliances, etc. They also have good relations with
quality known companies outside Iraq.
Oil Transport
One of our company's priorities is to provide oil services and transportations. We have more than 50
trucks to transport and deliver oil from and to any place across Iraq or within the work area. Our
trucks can be monitored and tracked by GPS so you can locate its location and observe their path
through a particular GPS system.
Engineering Consultancy
CPC Engineers have good experience with the engineering design field. They
worked with public and private sectors. They have experience in the following fields:
1. Multistory buildings.
2. Roads, bridges and interchange.
3. Pipeline networks.
4. Pumping stations.
5. Lift Irrigation.
How long has the company been in operation? 4 years
CO.1.2 General Building Materials Supply

CO.4.1 Road & Site Preparation
GOH.1.1 Housing Appliances and Furniture
Supply
GOH.2.2 Office Equipment Supply
What type of business entity is the company (e.g.,
HSE.3.6 Personal Protective Equipment (PPE)
LLC, partnership)
Supply
LS1.1. Camp Equipment Supply
U.1.2 Fuel Supply
U2.2 Water Supply
VE.2.1 Vehicle Rental & Supply
Is the company registered to do business? YES NO
If yes, where is the company registered? Kurdistan MNR
Tax Identification/Registration No.: 26941
Registration No.: 26941
duhok - gari basi - Nobel Hotel - 3rd floor - Apartment #8

Registered Address:
When was the company registered? 2018
Has the company’s registration ever been terminated voluntarily or involuntarily? If so, please provide
an explanation of the circumstances of the termination, and reinstatement, if any.
Never

MSC XXX
PLEASE INCLUDE A COPY OF THE REGISTRATION AND REINSTATEMENT CERTIFICATE(S)

OR OTHER REINSTATEMENT DOCUMENTS, IF ANY.
Does the company hold a license to conduct its principal line of business?
100918 YES NO
IF YES, PLEASE INCLUDE A COPY OF LICENSE WITH THIS RESPONSE.
How many employees does the company have? 2
Please describe the company’s other (non-principal) business activities, if any:
No business activities
Please list all other offices of the company, with address, not listed above (add additional sheets if
necessary):
Sagvan tower – Malta street – Gehan bank – 3rd floor – office 6#
Does your company use consultants or subcontractors or sell products to subsequent purchasers?
YES NO
If yes, please provide the following information:
Direct, Indirect, or
Beneficial Interest
by Foreign Official,
Covered Recipient
Name of Consultant,
Contact or Prohibited
Sub-Contractor or Location
Information Person in
Subsequent Purchaser
Consultant, Sub-
Contractor or
Subsequent
Purchaser
What is the contract or arrangement with each consultant or sub-contractor or what is or will be the
contract or arrangement with each subsequent purchaser?

MSC XXX
What are your reasons for using consultants or sub-contractors?

MSC XXX
IV. COMPANY OWNERSHIP
Please provide the following information about the owners/partners of the company:
Name of Percentage Date of

Nationality Acquisition of
Owner/Partner Ownership
Interest
Ahmed Khairadeen Ali Iraqi 50% 2018
Sardar Muhammed
Iraqi 50% 2018
salih
Do any other persons or entities hold an interest in the company’s equity, debt, revenues or
profits, whether directly or indirectly?
YES NO
Are any other persons or entities able to exercise control over the company through any other
arrangement or relationship?
YES NO
If yes to either question, please provide names and other details:
Please provide the following information about the officers and directors of the company:
Name Nationality Title

MSC XXX
Do any principals, owners, partners, directors, officers or employees of the company or any
related entity currently hold any official office with or have any duties, including any consulting,
ceremonial or titular positions, for any domestic or foreign government entity (including public
international organizations, agencies, sub-divisions, wholly- or partially- state-owned enterprises,
etc.)? Are any of these persons or related entities Prohibited Persons or Foreign Officials?
YES NO
If yes, please provide the following:
Government
Name Position(s) Held Entity/Prohibited Person
Status
Do any principals, partners, owners, directors, officers or employees currently hold any office or
position in any political party or are they candidates for any political office?
YES NO
Name Position(s) Held Political Party(ies)
Is any member of the immediate family of any of the principals, owners, partners, directors,
officers or employees of the company or any related entity one or more of the following:
An official of any government/government agency? YES NO
An employee of any government/government

YES NO
agency?
An official of a political party? YES NO

MSC XXX
A candidate for political office? YES NO
A Prohibited Person? YES NO
If yes, please providing the following:
Name Position(s)/Office(s) Held Familial Relationship
Are any of the principals, owners, partners, directors, officers or employees of the company or any
related entity a former employee of any government entity (including public international
organizations, agencies, sub-divisions, wholly- or partially- state-owned enterprises, etc.)?
YES NO
Dates of
Name Position/Office Held Government Entity
Employment

MSC XXX
V. JOINT VENTURES
Please provide the following information about any joint venture partner with which your company
is involved.
Percentage Date of Acquisition
Name of Owner/Partner Nationality
Ownership of Interest
VI. BANK ACCOUNT

Please provide the following information about the bank account in which the company will
receive payment from HKN.
Account
Bank Name Bank Location Routing Number
Number
Kurdistan international Iraq – Duhok -
4274267 IQ92KIBI987042742670001
Islamic bank Shndokha
VII. REFERENCES
Banking. Please provide the following information about the company’s banking relationships.
Principal Account (e.g.,

Other Account Other Account
operating account)
Kurdistan international
Bank Name
Islamic bank
Address Iraq – Duhok - Shndokha
Phone 964(0)662112010-2-3-4
Fax
Contact Name NA
Financial Information. PLEASE INCLUDE A FINANCIAL STATEMENT OR ANNUAL REPORT

PERTAINING TO THE COMPANY WITH THIS RESPONSE.
Accountants/auditors. Please provide the name and contact information for the company’s
outside accountants or auditors.
69 ‫رائد جاسم مجید – دهوک – رقم االجازة‬
2016/12/23‫ في‬11733 ‫ المرقم‬t‫ کتابها‬t‫الصادرة من نقابة المحاسبین و المدققین في اقلیم کوردستان العراق بموجب‬
Legal Counsel. Please provide the name and contact information for your or the company’s
external legal counsel.
‫هاشم محمد علی‬

MSC XXX
Will the company use any non-employee contractors to perform work for HKN?
YES NO
If so, please describe:
If any of these non-employee contractors has ties to government officials, officials of political
parties or candidates for political office or is a Prohibited Person or any other Foreign Official,
please identify the person, the office held or sought, proposed duties under this representation,
and whether the office relates to those duties and, if a Prohibited Person or Covered Recipient,
the reason for their status as a Prohibited Person or Covered Recipient.
HKN may contact some of your company’s past and/or present business partners to obtain
additional information about you/your company. For that purpose, please provide the following
information about at least three past and/or present customers, affiliates, or business partners.
By providing this information, you authorize HKN to contact the persons identified.
Name/title of Contact address Description of

Name of partner
individual contact and telephone relationship
Construction
conducted by
Engineer Sardar
Araz
07504588708 Mohammed Salih in
Mzory
a contract with
Samyan
Company Ltd.
Construction
conducted by
Eng.Karzan Adil 07504872817
Engineer Sardar
Mohammed Salih
Supervised by
Engineer Sardar
Claudio Milani 00393398386015
Mohammed
Salih
VIII. GLOBAL ANTI-BRIBERY LAWS COMPLIANCE
Has your company or any related entity ever offered, promised, or given Anything of Value directly
or indirectly to a Foreign Official or any other person, to obtain or retain business, induce a person
to perform any public- or business-related function improperly, or secure any improper advantage
in relation to your /HKN’s or its joint ventures’ business?

MSC XXX
YES NO
If yes, please provide details including what was offered or given, to whom it was given, the
reason that the Payment was offered or made, the date the Payment was made, the location in
which the Payment was made, and how your company became aware of the Payment.
If the Payment was a Facilitating Payment, please explain how the Payment constituted a
Facilitating Payment.
Have you ever received a request for an improper Payment, gift or kickback from any Foreign
Official or any other person?
YES NO
Have you ever been offered, promised or received any financial or other advantage or Anything of
Value from a party in return for which you acted improperly in performance of an official function?
YES NO
Have you ever been a party to a proceeding anywhere in the world for violation of applicable anti-
corruption or anti-bribery laws or regulations?
YES NO
If yes to any of the three questions directly above, please provide details below:
Are you familiar with and do you understand obligations under the U.S. Foreign Corrupt Practices
Act (“FCPA”)?
YES NO
Are you familiar with and do you understand obligations under the UK Bribery Act?
YES NO
Does the company maintain policies, procedures, and internal controls that would be effective in
preventing a corrupt payment? If so, please describe such policies, procedures, and internal
controls in detail.
YES NO
Is the company in compliance with all Global Anti-Bribery Laws that govern its activities?

MSC XXX
If no, please provide details of such noncompliance and how relevant issues were resolved.
Please explain below how the company will record transactions relating to work on behalf of HKN or
its joint venturers, including, without limitation, the spending of money, any other disposition of
assets and the incurrence of liabilities, expenses and contractual obligations, in accordance with
applicable law. Such records should fairly and accurately reflect the transactions undertaken by in
the performance of the work.
Please refer to polices preventing corrupt payment pdf
Has your company or any associated or previously associated entity, any predecessor entity or
any present or former owner, manager, partner, director, officer, employee or consultant of your
company been within the last ten years (10) years: (a) suspended from doing business in any
capacity; (b) charged or indicted with any criminal act; (c) the subject of any allegation or
investigation of fraud, bribery, misrepresentation or similar circumstances; (d) mentioned in the
press for having been involved in any improper activity; or (e) terminated by a client because of
ethical or legal concerns?
YES NO
If yes, please provide complete details including the entities, dates, and outcome or disposition.

MSC XXX
CERTIFICATION
The undersigned entity hereby certifies that the information provided in this Questionnaire is true and
accurate to the best of our knowledge and belief. We also certify that if we learn of any additional
information that is relevant to this questionnaire, we will promptly report that information to Rachel
Russell at the address below. We acknowledge and agree we will be required from time to time to
certify to HKN regarding our compliance with HKN’s Policy, Procedures, and Global Anti-Bribery
Laws.
Name of Company:
By:
Printed Name:
Title:
Date:
Rachel Russell
HKN Energy Ltd.
421 West 3rd Street, Suite 250
Fort Worth, TX 76102
Phone: +1.817.224.6302
Email: Rachel.Russell@hknenergy.com

MSC XXX
PART I
HKN ENERGY LTD.
SALE OF GOODS
1.0 General Terms for Sale of Goods
1.1. ALL GOODS ARE TO BE SOURCED FROM UNITED STATES GOVERNMENT APPROVED
COUNTRIES. PRODUCTS SOURCED FROM COUNTRIES ON THE U.S. PROHIBITED
PARTIES LIST (Reference: Article B6.8) WILL NOT BE ACCEPTED.
1.2. The commercial terms within the Purchase Order (Commercial Conditions) shall be deemed a
part of the Contract.
1.3. All Goods shall be capable of withstanding and performing properly in the extreme heat and
the extreme cold of the northern Kurdistan weather environment.
2.0 General Handling Of Goods
2.1 It is Contractor’s responsibility to notify Company’s drilling supervisor at the Work Site of any
material or equipment discrepancy within ten (10) working days of any return of Contractor’s
material or equipment.
2.2 Any trucks and related loading or unloading documentation provided by Contractor shall meet
all Kurdistan transportation regulations. Company may refuse to load or unload Contractor
supplied trucks if deemed unsuitable. There will be no charges by Contractor for lost
time/equipment rentals due to unsuitable Contractor supplied trucks.
2.3 Contractor shall provide Material Safety Data Sheets (“MSDS”), Technical Specification Sheets
and any other published information which details the operating or utilization specifications and
limitations for all of its proposed materials recommended for the Goods. A chemical may not be
used or shipped to the Work Site until a MSDS is submitted to and reviewed by an appropriate
Company representative who will assess the potential human health risk of the chemical. It
shall be the responsibility of the Contractor to ensure that applicable MSDS sheets accompany
any materials during transportation and storage as required.
2.4 All chemicals, cement additives, explosives, radiation sources or any other materials of a
hazardous nature, including dust hazard, must be labeled, on each package, not only the outer
package, with the internationally recognized inherent hazard label (ISO 3864). Materials
received by the Company without the requisite hazard labels will not be accepted.
2.5 Company will normally only receive loads that are properly packaged and ticketed and have all
necessary paperwork in hand, including MSDS. Loads that are not properly documented or
loads that are found to be improperly packaged may be immediately returned to Contractor at
Contractor’s expense.
2.6 All personnel involved in material handling shall be properly trained in Hazardous Material
handling procedures. These personnel shall follow all local Iraqi laws and regulations in
regards to hazardous material shipment and handling.
2.7 Contractor is responsible for ensuring that Contractor’s equipment, tools, and materials are
packed safely and securely to avoid risk to personnel involved in handling and shipping said
Goods and prevent loss due to damage or deterioration. Equipment, tools and materials within
racks are to be secured with web slings or other restraining equipment compliant with current
legislation. Packaging failures prior to delivery to the Work Site are the complete responsibility
of Contractor.
2.8 The following requirements are to be followed by Contractor:
a. Contractor shall designate a representative for all transportation, packaging and
handling requirements for the Goods.
b. Contractor shall advise Company of any special handling, packaging or trucking
requirements it may have regarding any delivery.
c. Contractor shall mark each item with its exact weight. The weight marking is to be
clearly visible to personnel involved in the handling and transportation of the delivered
item. The weight must also be clearly indicated on Contractor’s delivery ticket(s).
Part I – Sale of Goods Page I1

MSC XXX
d. All equipment with exposed flange openings, machined faces, or threads, etc. is to be
properly packaged and suitably protected to prevent damage and ingress of foreign
objects.
e. Where multiple items are shipped in common outer packaging, they must be properly
packaged for safe transportation, handling and protection.
f. Adequate weather protection of equipment, tools and materials during transportation
is the responsibility of Contractor and to Contractor’s account. All packaging is to be
of suitable quality to withstand Kurdistan climate.
g. Contractor is responsible for delivering Contractor’s equipment, tools and materials
destined for use at the Work Site. Any third party company used by Contractor to
complete these services must also properly handle and ship Contractor’s equipment
in accordance with Company’s requirements for packaging and shipping.
3.0 Palletized Equipment, Tools, and Materials
3.1 In addition to the above General Handling of Goods requirements, where applicable, the
following requirements are to be followed by Contractor:
a. All equipment, tools, and materials are to be adequately packaged for safe handling
and transportation by ground from Contractor’s source of supply to the Work Site. All
costs associated with packaging, bulking and handling are included in the material,
equipment, and tool prices. Sufficient weather protection of goods during
transportation is also Contractor’s responsibility and at Contractor’s cost.
b. Palletizing shall be done in the usual plywood and heavy duty plastic wrapping and
the name of the vendor, manufacturer, product name and number of sacks contained
therein shall be clearly marked on all four (4) sides of each pallet, as well as the top.
c. All pallets supplied by Contractor shall be made of solidly constructed wood, with the
top board being a minimum of 1” thick and the sills a minimum of 2” wide by 3-1/2”
high. No pallets with damaged boards shall be accepted.
4.0 Drums
4.1. Liquids are to be transported by approved intermediate bulk containers ("IBC’s") or tote tanks.
4.2. If permission is granted by Company for the use of drums, the following requirements will
apply:
a. Drums must be new and approved for the product they contain. Drums that do not
meet the requirements below will be held without payment until they are returned to
Contractor at Contractor’s cost.
b. All drums are to be marked and labeled in accordance with Kurdistan regulations and
other relevant labeling standards for chemical containers.
c. Drums shall be transported in either a barrel rack or basket with secondary
containment in it.
d. Drums that are punctured, excessively rusty, dented or with folded rims shall not be
used.
e. Contractor shall fit all drums with new stoppers and seals.
f. Plastic drums shall not be stacked more than three pallets high.
5.0 Slings and Pad Eye Management
5.1. Contractor shall ensure that all of its lifting equipment is certified and color coded prior to use
and that re-certification takes place at the required interval. Contractor shall adhere to OGP
Lifting and Hoisting Safety Recommended Practice Report No. 376 for lifting equipment and
slings. Lifting equipment certifications shall comply with Kurdistan regulations.
5.2. Contractor shall ensure that any of Contractor's Personnel who will operate mechanical lifting
devices are qualified per applicable regulations, competent and authorized to do so per
applicable regulations.

MSC XXX
5.3. Contractor shall provide lifting equipment for the transportation of Contractor’s equipment,
tools, and materials between Contractor’s source of supply and the Work Site. The lifting
equipment provided by Contractor shall comply with the required API specification and come
with certified slings and shackles.
5.4. Contractor shall have a program implemented for the inspection, operation and management of
Contractor’s lifting gear including the training and supervision of personnel involved in using
such equipment and a system that uniquely identifies the safe working load ("SWL") and
inspection frequency of all lifting equipment and pad eyes. A register of all lifting gear will be
maintained at Contractor’s offices. Each item of lifting gear must have a means of identifying it
and cross-referencing it to certificates and inventory records. The identification number and
SWL must be forged, stamped, tagged to or permanently marked on the item of lifting
equipment.
5.5. Hand spliced wire slings are not permitted to be used by Contractor. All slings when
purchased and delivered will be provided with a certificate of conformance and test.
Certificates will be available for inspection if requested by Company at any time. Certificates of
scrapped slings shall be destroyed. While in Contractor’s use on a job, Contractor shall
inspect slings daily for damage. Wire slings shall be clearly marked with the SWL and color
coded. When slings are not in use Contractor shall ensure that they are stored in an area that
protects them from weathering. Contractor shall not hammer or use other force on the ferrule.
5.6. Slings made of synthetic fiber may be used by Contractor in special cases if approved by the
Company.
5.7. Contractor shall ensure any barrel slings are certified and marked with SWL for use of lifting
barrels made of plastic or PVC. Conventional barrel slings and hooks will not be used. Using
a net, basket or other special device is preferred.
5.8. Contractor is to have in place a system of color coding for all its lifting equipment.
5.9. Contractor shall ensure that shackles are stenciled with a tracking number and logged to
ensure they were inspected within the year, and if required be color coded. Contractor shall
ensure that its shackles as well as the slings are covered by a valid certificate. Shackles shall
have a non-destructive test ("NDT") performed annually.
5.10. All pad eyes, regardless of location, will be drilled. Flame cut pad eyes are banned from all
locations. Deliveries of materials in shipping containers, baskets, etc. where flame cut pad
eyes are in use will be immediately returned to Contractor at Contractor’s cost.
6.0 Basket and Container Management
6.1. Contractor shall ensure that all baskets and containers shall be approved for the product being
transported and clearly marked with the load weight and the maximum allowable weight.
6.2. All baskets and containers shall be supplied with a certified four leg lifting bridle arrangement
terminating in a single ring with pennant line, capable of being connected to the crane hook
with the operator standing on the deck.
6.3. All baskets and containers utilized by Contractor shall have bi-annual independent lifting
company visual inspection verification. Any failure to meet the minimum requirements of these
specifications shall result in the basket/container and the contents being rejected by the
Company.
7.0 Marking and Labeling
7.1 Two sides of each package must be marked with:
 Consignee (to destination as follows):
Final Destination Final Destination

ERBIL OTHER PLACES
(IRAQ)
REFER TO INSTRUCTIONS
HKN Energy Ltd.
ON THE
278 English Village
Purchase Order
Erbil-Iraq

MSC XXX
 Gross Weight of the Package (in kilogram)

 Outside Dimension (in centimetres)
 Package Number [BOX (number) OF (total number of) BOXES]
7.2 Appropriate Stickers or Markings such as “FRAGILE”; “KEEP DRY”; “NO HOOKS”; etc. must
be applied on all packages, if applicable. All OCTG must be labelled with the appropriate
Classification, Packaging and Labelling requirements that conform to international standards
sanctioned by the United Nations. Dangerous and Hazardous Goods must be appropriately
marked and declared in accordance with appropriate International Packing and Transport
Regulations.
8.0 Shipping Documentation
8.1 In general, the shipping documents required are:
 Shipping Invoice
 Packing List
 Country of Origin Certificates
 Documents issued by carrier (e.g. Bill of Lading, Airway Bill, CMR)
8.2 Shipping Invoice should comply with these points:
i. Shipping Invoice must originate from the Contractor, the Consignor.
ii. Shipping Invoice shall comprise of THREE originals and THREE copies
which must be prepared on Consignor’s official letterhead, signed and stamped
with Consignor’s company seal.
iii. Shipping Invoice must show to whom the Goods are (1) “SOLD TO”; and (2)
“SHIP TO”.
iv. Shipping Invoice must contain the following information:

 Invoice number (one invoice for each Purchase Order)
 Company Purchase Order reference/number
 Delivery Terms (e.g. DDU, CIF, EXW, etc.)
 Description of Goods (identical to the Purchase Order)
 Quantity of each Goods
 Country of Origin of each Goods
 Unit Value of each Goods
 Total Value of each Goods
 Sub-total cost of all Goods
 Other charges, if applicable (e.g. boxing, crating, handling, etc.)
 Total Invoice Value and Currency (both in figures and words)
v. Where the Goods are destined to Erbil, Iraq and shipped via a transit ports
and/or airports, the following wording must be inserted (in bold) in the Shipping
Invoice:
“GOODS ARE IN TRANSIT FOR FINAL DESTINATION IRAQ”
8.3 The Packing List (for the purpose of Shipping Documentation requirement) shall comply with
these points:
i. Packing List shall comprise of THREE originals and THREE copies.
ii. Packing List shall contain the following information:

 Company name and address
 Contractor name and address
 Company Purchase Order reference/number
 Description of Goods, Quantity and Country of Origin
 Description, quantity, dimension (in centimetres), tare weight of the Goods (in
kilogram) and gross weight of the packaging (in kilogram)
8.4 Certificates are required for only certain items. Except for item (i) below, which shall be a
standard requirement to be included in the Shipping Document, the requirement for the others

MSC XXX
will be specifically stated in the Purchase Order. In the Purchase Order, the certificates
required may be any of the following:
i. ISO/EC Safety Data Sheets (especially for chemicals)

ii. Mill Certificates
iii. Country of Origin Certificates
iv. Test Certificates
v. Inspection Certificates
8.5 Depending of the type of freight agreed in the Purchase Order, the documents issued by the
carrier required to be provided by the Contractor as part of the Shipping Document shall be:
i. By Airfreight
 Airway bill comprising of original to accompany the Goods and a copy to be

provided to the Company
ii. By Sea/Ocean Freight
 Bill of Lading comprising of THREE originals and THREE copies (if the
responsibility to ship the Goods to the final destination Erbil, Iraq lies with the
Company) or ONE copy (if the responsibility to ship the Goods to the final
destination Erbil, Iraq lies with the Contractor)
iii. Road Freight
 CMR comprising of original to accompany the Goods and a copy to be

provided to the Company
9.0 Delivery Tickets, Shipping Manifests
9.1 Delivery tickets are required with every delivery of Goods at the Work Site. The following
information shall be included by Contractor on every delivery ticket with no exceptions:
a. Company, Well name and Purchase Order/Job Order number;
b. Name of Company Representative or Contractor Representative who ordered the
shipment;
c. Date of delivery;
d. Itemized description of the Goods;
e. Posted goods weight if the individual item is over one thousand five hundred (1,500)
kilograms;
f. All required certification, MSDS, etc. applicable to the equipment being shipped;
g. Name, location and telephone number of Contractor representative responsible for
the shipment. A Contractor Representative shall be available at this number twenty
four (24) hours per Day, seven (7) Days per week in order to support the material
movement process.
10.0 Compliance with Packing and Shipping Instructions
10.1 The Contractor is to ensure that its shipping/forwarding agent(s) fully comply with the shipping
instructions and requirements of the Contract, Job Order or Purchase Order.
11.0 Right of interruption by Company
11.1 Company shall be entitled, without obligation to give reasons, to demand Contractor to
interrupt delivery or completion and to reschedule agreed dates or deadlines. Contractor shall
only be entitled to compensation for such periods of interruption of delivery or services or in
case of dates or deadlines being rescheduled if the aggregate of such interruption or
rescheduling exceeds three working days. In any event, and not withstanding anything
contained in this Agreement, if Company requests interruption of supply under this clause

MSC XXX
Company shall not be liable, in contract, tort (including negligence or breach of statutory duty)
or otherwise howsoever, and whatsoever the cause thereof, (a) for any increased costs or
expenses, save for reasonable storage and labor costs or (b) for any loss of profit, business,
contracts, revenues, or anticipated savings, or (c) for any special, indirect or consequential
damages of whatsoever nature.
11.2 Usual packing means that the object of delivery or service has to be packed in a way that the
packing is safe and fit for transport. Packaging material shall remain the property of Contractor
unless otherwise requested by Company. Packaging has to be effected with all the due care
and attention having regard to all possible transport risks.
11.3 Packing slips, labels, tags etc. shall be provided by Contractor in order to secure identification
of the items delivered or supplied and quantification.
12.0 Returns
12.1 Company shall be entitled to return the packaging of the objects of delivery or service to
Contractor. Expense and risk of returns of the object of delivery or service and/or its packaging
shall be borne by Contractor.
13.0 Ascertainment of delivered quantity
13.1 The delivered quantity shall be ascertained on the basis of Company's inspection on receipt of
delivery. In case of partial delivery or service, Company shall be entitled to make use of such
partial delivery or service prior to completion of the delivery or service without performance in
conformity with the contract being in any way acknowledged.
14.0 Dispatch
14.1 Dispatch only upon instruction - no passage of risk or title. Dispatch shall be made according
to instructions of Company. Until the date of dispatch, Company shall be entitled to change the
shipping address and any additional costs arising there from shall be borne by Company.
Dispatch according to instructions within the meaning of this Clause shall not constitute
passage of risk.
14.2 Place of performance - Place of performance for supplies and services by Contractor shall be
the destination specified from time to time in the order.
14.3. Notice of dispatch - Contractor shall provide Company timely on dispatch with a notice of
dispatch in duplicate specifying the exact order reference. A further copy of the notice of
dispatch shall be sent to the shipping address timeously so that the necessary precautions for
the receipt of the shipment can be taken. If the circumstances so require, notice of dispatch
shall also be given by wire, by telegraph or by facsimile upon determination of the exact
dispatch date.
14.4 Shipping documents order reference - All shipping documents have to show the order number,
order date, quantity, technical description and all other necessary references.
14.5 Shipping agents - If shipment is effected through another company (i.e. another firm) or carrier
then such third parties must specify the order reference. If packing material is not reclaimed by
Contractor, then reference is to be made in the shipping documents. Company's rights to return
remain unaffected by the use of shipping agents.
15.0 Inspection and Defects
15.1 The Contractor will allow the Company’s representatives to inspect and test the Goods during
manufacture and/or prior to shipment at the Contractor’s premises at Company’s cost. The
Company shall have a further right to inspect and/or to re-inspect the Goods at any other
location upon final delivery. Any such inspection or testing will in no way relieve the Contractor
of its obligations under the Contract.
15.2 Title to and risk in defective Goods that are rejected will re-vest in the Contractor at the time the
defect is notified by Company to the Contractor and Contractor takes control over such rejected
Goods.

MSC XXX
16.0 Delivery
16.1 The Contractor will deliver or make the Goods available to the Company at the time and place
specified in the relevant Job Order and / or Purchase Order. Except as otherwise stated in the
relevant Job Order and / or Purchase Order, the Contractor shall be responsible for the
provision of on/off-loading of the Goods.
16.2 If the Contractor is for any reason not able to deliver the Goods on the delivery date, the
Contractor shall notify the Company at the earliest opportunity. The Company and Contractor
shall endeavor to agree a mutually acceptable revised delivery date and method. However, in
the event that the Company and Contractor cannot agree, the Company shall have the right to
treat such non-delivery as a default of the Contractor.
16.3 Any agreement by the Company to a revised delivery date shall not, unless otherwise
expressly stated, affect any of the Company's other rights under the Contract.

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MSC XXX

MASTER SERVICE CONTRACT

HKN Energy Ltd.

THIS CONTRACT CONTAINS

Part Article Page

A WORK SPECIFIC TERMS AND CONDITIONS

B STANDARD TERMS AND CONDITIONS

C KURDISTAN TERMS AND CONDITIONS

D STANDARD DEFINED TERMS D1

MASTER SERVICE CONTRACT

Part A - Work Specific Terms and Conditions

A16.1 INDEMNITY FROM COMPANY TO CONTRACTOR - COMPANY SHALL PROTECT, DEFEND,

(i) PERSONAL INJURY (INCLUDING ILLNESS, BODILY INJURY OR DEATH) OF MEMBERS

(ii) LOSS, DAMAGE OR DESTRUCTION OF COMPANY FURNISHED ITEMS OR PROPERTY

ARISING IN CONNECTION WITH THE CONTRACT, AND REGARDLESS OF THE ACTUAL OR

(I) ALL INJURIES TO, DEATHS, OR ILLNESSES OF THIRD PARTIES; AND

(II) ALL DAMAGES TO OR LOSSES OF THIRD PARTIES' PROPERTY,

TO THE EXTENT CAUSED BY THE NEGLIGENCE/FAULT OF COMPANY GROUP, EVEN IF

A16.2 INDEMNITY FROM CONTRACTOR TO COMPANY - CONTRACTOR SHALL PROTECT, DEFEND,

(i) PERSONAL INJURY (INCLUDING ILLNESS, BODILY INJURY OR DEATH) OF MEMBERS

(ii) SAVE IN RESPECT OF DOWNHOLE EQUIPMENT AS PROVIDED IN ARTICLE A16.4:

ARISING IN CONNECTION WITH THE CONTRACT, AND REGARDLESS OF THE ACTUAL OR

(I) ALL INJURIES TO, DEATHS, OR ILLNESSES OF THIRD PARTIES; AND

(II) ALL DAMAGES TO OR LOSSES OF THIRD PARTIES' PROPERTY,

TO THE EXTENT CAUSED BY THE NEGLIGENCE/FAULT OF CONTRACTOR GROUP, EVEN IF

A16.3 CROSS INDEMNITY - IN ADDITION TO THE INDEMNITIES PROVIDED IN THE CONTRACT,

INDEMNITY PROVISIONS SUBSTANTIALLY SIMILAR TO THIS PROVISION ("CROSS-

(i) PERSONAL INJURY (INCLUDING ILLNESS, BODILY INJURY OR DEATH) OF MEMBERS

(ii) LOSS, DAMAGE OR DESTRUCTION OF CONTRACTOR FURNISHED ITEMS OR

ARISING IN CONNECTION WITH THE CONTRACT, HOWSOEVER CAUSED, (a) WHETHER OR

A16.6 CONTRACTOR'S ABOVE GROUND POLLUTION RESPONSIBILITIES - CONTRACTOR SHALL BE

A16.7 COMPANY'S ABOVE GROUND POLLUTION RESPONSIBILITIES - COMPANY SHALL BE

CONTRACTOR WILL NOT NEGATE ANY INDEMNITY CONTRACTOR PROVIDES TO COMPANY

A16.8 UNDERGROUND POLLUTION DAMAGE - COMPANY SHALL PROTECT, DEFEND, RELEASE,

A16.9 UNDERGROUND PROPERTY DAMAGE - COMPANY SHALL PROTECT, DEFEND, RELEASE,

A16.10 INTELLECTUAL PROPERTY INFRINGEMENT - CONTRACTOR SHALL PROTECT, DEFEND,

A16.12 CONTRACTUAL PERFORMANCE INDEMNITY - CONTRACTOR SHALL PROTECT, DEFEND,

A16.13 COMPANY ASSISTANCE INDEMNITY - CONTRACTOR SHALL PROTECT, DEFEND, RELEASE,

A16.15 EXEMPLARY AND PUNITIVE DAMAGES - NOTWITHSTANDING THE PROVISIONS CONTAINED

Employers Liability: USD Statutory / $1,000,000.00

B2.4 Communications - All Exchanges will be in writing.

Part B – Standard Terms & Conditions Page B1

Part B – Standard Terms & Conditions Page B2

(i) Not to abuse human rights in the performance of the Work;

Part B – Standard Terms & Conditions Page B3

A. In particular, Contractor shall be obliged to:

Part B – Standard Terms & Conditions Page B4

G. If Contractor refuses discussions or agreement on measures according to F. Company shall be

• exposure to physical, psychological or sexual abuse;

Part B – Standard Terms & Conditions Page B5

B7.8 Nomination of Bank Account -

The Contractor’s account details are as follows:

Part B – Standard Terms & Conditions Page B6

(ii) Contractor's obligations under the Contract;

(iii) Contractor's Personnel and Contractor Furnished Items.

Part B – Standard Terms & Conditions Page B7

B11.2 Workers' Compensation - Workers' Compensation/Employer's Liability insurance in full compliance

Part B – Standard Terms & Conditions Page B8

Part B – Standard Terms & Conditions Page B9

Part B – Standard Terms & Conditions Page B10

Part B – Standard Terms & Conditions Page B11

(iii) is required to be disclosed by a court of competent jurisdiction, a Governmental Authority, or by

(iv) is required to be disclosed in an arbitration, mediation or court proceeding in order to enforce