PART III

SECTION 3.0

CONTRACT FORMS

Part III - Section 3.0 Page 1 of 16

Contract Forms
 Section 3.0 Contract Forms

Description

Attachment 3 – A Pro-forma Performance Bank Guarantee

Appendix 1 - Form of Demand of Payment
Attachment 3 – B Pro-forma Parent Company Guarantee
Attachment 3 – C Pro-forma Affidavit and Final Release and Waiver of Lien
Attachment 3 – D Pro-forma Certificate of Worksite Hand-Over
Attachment 3 – E Pro-forma Certificate of Mechanical Completion
Appendix 1 to Certificate of Mechanical Completion
Attachment 3 – F Pro-forma Certificate of Provisional Acceptance
Appendix 1 to Certificate of Provisional Acceptance
Attachment 3 – G Pro-forma Certificate of Final Acceptance

Part III - Section 3.0 Page 2 of 16

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 ATTACHMENT 3 – A

PROFORMA PERFORMANCE BANK GUARANTEE

[Issuing Branch Bank Letterhead or SWIFT identifier Code]

To: ANTON OILFIELD SERVICES DMCC

Majnoon Oilfield-Pioneer Camp (PC)
Al Nashwa District, Republic of Iraq

Date: [day, month, year]

Our guarantee number: [XXXXXXXXXX]

We are informed that: [Successful Tenderer/Contractor entity legal name] (hereinafter called
the “Contractor”) has entered into a contract referenced [Contract No.] and dated [Contract
Date] with you [Anton Oilfield Services DMCC] and titled [ Provision of Project Name ]
(“Contract”) and that a performance guarantees for [amount] being [5] % of the Contract price
is required.
On behalf of the Contractor we [Bank] [branch] hereby give you our unconditional and
irrevocable guarantee and undertake to pay you any amount or amounts not exceeding in
total a maximum of [amount] on receipt of your first demand in writing over original
handwritten signatures which written demand must contain a copy of the notice of default
previously given by you to Contractor.

This guarantee shall continue in full force notwithstanding any alterations, additions or
deletions to the Contract.

For the avoidance of doubt any document(s) received by way of facsimile or similar electronic
means is/are not acceptable for any purpose(s) under this guarantee.

This guarantee is valid for written demands received by us on or before [Expiry date] after
which date our liability to you under this guarantee will cease and this guarantee will be of no
further effect.

When the validity of this guarantee has definitely expired, it shall cease to have any value
whatsoever and shall be returned to the Bank by you.

This guarantee is personal to you and is not assignable.

This guarantee constitutes the entire agreement between us and you. No amendments to the
guarantee shall be effective unless evidenced in writing and executed by us or unless this
guarantee has been replaced by a similar guarantee.

This guarantee will be exclusively governed by and construed in accordance with the laws of
the Republic of Iraq.

Signed on behalf of:

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[Name of issuing Bank]
[Signature of Authorized Person]
[Name & Title of Authorized Person]
Date: [day, month, year]

Signature(s)

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 APPENDIX 1

FORM OF DEMAND OF PAYMENT

<*insert name and service address of Guarantor>

Dear Sirs,

<*insert Contract number and Contract title> (THE “CONTRACT”)

GUARANTEE NO. <*insert bank guarantee number> (THE “GUARANTEE”)

We refer to the above Contract and Guarantee.

We hereby certify that:

1. the Contractor is in breach of one or more of its obligations under the

Contract; and

2. we believe that the amount of the losses which we have incurred and/or will
incur in respect of such breach or breaches is not less than <*insert
demanded sum in words and figures>.

In accordance with the terms of the Contract we require payment by you of the sum
of <*insert demanded sum in words and figures>.

Payment shall be made by telegraphic transfer to the following bank account:

Bank: <*insert bank name>

Account Number: <*insert bank account number>

Sort Code: <*insert sort code>

Yours faithfully

…………………………………
For and on behalf of ANTON OILFIELD SERVICES DMCC

Dated

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 ATTACHMENT 3 – B

PROFORMA PARENT COMPANY GUARANTEE

Date:

To: ANTON OILFIELD SERVICES DMCC

Majnoon Oilfield-Pioneer Camp (PC)
Al Nashwa District, Republic of Iraq

Whereas ANTON OILFIELD SERVICES DMCC (hereinafter referred to as the

“Company”) has entered into the Contract No. [Insert No., name and Effective Date of
Contract] (hereinafter referred to as the “Contract”), for [Insert object of Contract] with
[Insert Contractor’s complete company name and address] (hereinafter referred to as the
“Contractor”); and,

Whereas Contractor is a subsidiary of [Insert complete company name and address of

the Parent Company] (hereinafter referred to as the “Guarantor”).

Guarantor hereby unconditionally and irrevocably guarantee to Company, as primary

obligor and not as surety only (a) the due and punctual performance and observance by
Contractor of the terms and conditions of the Contract, (b) to perform or take such steps,
as necessary, to achieve performance of such obligations, and (c) to indemnify and keep
hold Company harmless against any and all losses, damages, claims, costs, charges and
expenses, howsoever arising from Contractor’s failure.

The undertaking assumed by Guarantor hereunder shall not be reduced, discharge or

prejudiced by (i) any alteration in the relationship between Guarantor and Contractor; (ii)
any arrangement between Contractor and Company; (iii) any amendment, variation,
supplement, renewal or replacement, from time to time, to the Contract; (vi) any
forbearance or indulgence by Company toward the Contractor; (vii) any act or omission
which might exonerate or discharge Guarantor; or, (viii) any invalidity or enforceability,
insolvency, bankruptcy, winding up or reorganization of Contractor.

Guarantor represent and warrants that (a) it has the power to enter into and perform this
Guarantee and has taken all necessary corporate actions to authorize the execution,
delivery and performance of this Guarantee, and (b) the execution, delivery and
performance of the Guarantee will not contravene any law or regulation to which the
Guarantor is subject to or any provision of the Guarantor’s Memorandum and Articles of
Association, and that all other consents require for such execution, delivery and
performance are in full force and effect.

This is an irrevocable and unconditional on-demand Guarantee. Guarantor agrees to

make any performance due hereunder upon first written Demand for Payment from
Company and without any legal formality such as protest or notice being necessary, and
waives all privileges or rights which it may have as Guarantor.

The Guarantee shall continue to be in force and effect after expiry or termination of
Contract, until all duties, obligations and liabilities have been fully discharged; even if
Company terminates the Contract pursuant to its provisions.

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Company agrees that the total responsibilities and liabilities of Guarantor shall in no
event be beyond those for which Contractor shall assume, be responsible or liable for
under the Contract.

This Guarantee shall be governed by and interpreted in accordance with the laws of Iraq
(without reference to its rules as to conflicts of law), excluding the Contracts (Rights of
Third Parties). Any dispute concerning the existence, validity or termination of this
Guarantee shall be finally and exclusively settled by arbitration, according to the Hong
Kong International Arbitration Centre Administered Arbitration Rules “HKIAC Rules”, in
force as of the date of commencement of any proceeding; the arbitration shall take place
in Hong Kong, Special Administrative Region of the People’s Republic of China, in the
English language.

This Guarantee shall become effective on [Insert Effective Date of the Agreement].

Signature(s)

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 ATTACHMENT 3 – C

PROFORMA AFFIDAVIT AND FINAL RELEASE

AND WAIVER OF LIENS

I, ________________________, acting in my capacity as _______________ of

_______________ (hereinafter referred to as the “Contractor”) hereby make on behalf of
the Contractor the following statement and execute the below set forth release which
ANTON OILFIELD SERVICES DMCC (hereinafter referred to as “Company”) may rely
upon in order to make final payment under Contract ________________ for Provision of
Engineering, Procurement and Construction (EPC) Service for Majnoon DS2 Wet Oil
Upgrading Project. Between Company and the Contractor dated the _______ day of
_________, 2014 (hereinafter referred to as the “Contract”).

AFFIDAVIT

I HEREBY AFFIRM THAT all subcontractors, vendors, suppliers, material, men, laborers,
equipment renters and all other persons or firms engaged by the Contractor or any of its
agents to provide any work, services, material, insurance, financing or equipment used in
the Provision of Engineering, Procurement and Construction (EPC) Service for Majnoon
DS2 Wet Oil Upgrading Project. (hereinafter referred to the “Work”) and all governmental
charges and charges by other Company contractors providing work, services, material,
insurance, financing or equipment at the request or direction of the Contractor or any of
its agents have been paid in full for all items furnished in connection with the
performance of the Work.

I FURTHER AFFIRM THAT there are no other claims against the Contractor or the
Company by any party with respect to work performed by or on behalf of the Contractor
or directed or requested by the Contractor related to the construction of the Work.

Initials ____________

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In order to process and receive the final payment under the Contract, Contractor
certifies that all claims which Contractor has against Company related to the
performance of the Work have been presented to Company and resolved and the
total amount due to the Contractor in full and final settlement of all outstanding
amounts claimed by the Contractor related to the Work is Zero United States Dollars.

The Contractor further agrees to protect, defend and indemnify and save Company
and its owners, harmless from any and all claims from suppliers, subcontractors,
vendors, engineers, laborers, and all other parties engaged by or requested or
directed to perform work by the Contractor for the construction of the Work.

Signed by me, ____________, on behalf of _______________ on this _______ day

of ____________, 2021, in the city of __________________.

Signed :

Name :

Title :

Company :

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Contract Forms
 ATTACHMENT 3 – D

PRO-FORMA CERTIFICATE Worksite HAND-OVER

<*Insert Contract no.>

<*Insert Contract title.>

BETWEEN

ANTON OILFIELD SERVICES DMCC

AND

<*Insert Contractor name>

This Certificate shall be effective the <*Insert date>

AS A RESULT of its examination of those surveys, data collections and inspections of the
Worksite carried out by Contractor under the pertaining provisions of the Contract:

1. Contractor declares that it has considered the concerned Technical Documentation

relative to Geodesic Location Data for the Worksite and for the purposes of
construction thereat of the Facilities for Provision of Engineering, Procurement and
Construction (EPC) Service for Majnoon DS2 Wet Oil Upgrading Project. (all as
more particularly described in said Contract) and has inspected the setting out
stations, permanent and temporary bench marks and other such like “field-
established” survey markers.

2. Contractor further declares that the presented field-established survey markers and
other such like setting points for said Worksite and said Facilities, together with their
coordinates, survey markers and their locations and manner of their fixing
correspond to the technical documentation presented by Contractor and are as set
out in Attachment No.1 hereto and comprise those drawings identified by Drawing
Title, Reference No., Revision No. and Date and that all have been executed with
required accuracy of construction and precision of measurement.

3. Attachment No.2 hereto comprises a short description of the territory of the Worksite
with regard to geography, bodies of water, climate, seismicity, soils, residual
contamination and as far as has been possible and able to determine, other
identified obstacles, both natural and man-made, including any existing Company
installations at said Worksite.

4. Accordingly therefore as at this ….. of ……………Company now hands over into the
care and custody of Contractor the concerned Worksite for the construction of the
Contract Work and Contractor hereby declares and affirms said date of hand-over of
said Worksite into his care and custody upon said date of ….. of ……………has
cause no delay or had any adverse impact upon the Contract SCHEDULE for the
WORK.

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For Company: For Contractor:
Name : Name :
Title : Title :
Signature : Signature :
Dated : Dated :

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 ATTACHMENT 3 – E

PROFORMA CERTIFICATE OF MECHANICAL COMPLETION

<*Insert Contract no.>

<*Insert Contract title.>

BETWEEN

ANTON OILFIELD SERVICES DMCC

AND

<*Insert Contractor name>

MECHANICAL COMPLETION CERTIFICATE

In accordance with Article <*insert article no.> of the Contract, the Company hereby issues
this Certificate for the following sections of the Works to Contractor:

<*Insert System Name>

(DETAILS AS PER APPENDIX 1)

Contractor is obliged to correct the defects and deficiencies set forth in the attached exhibit
(hereinafter referred to as the “Mechanical Completion Punch list”) to the satisfaction of the
Company.

This Certificate shall be effective the <*Insert date>

This Certificate is also subject to faithful and diligent completion and fulfillment of all of
Contractor’s obligations under said Contract, including the completion of the said part of the
Works strictly in accordance with the Contract.

Nothing contained in this Certificate shall be construed as relieving the Contractor of any of its
obligations under the Contract.

Company QA/QC Representative Company Representative

Signed : Signed :
Name : Name :
Title : Title :

BOC Representative (if required) Contractor Representative

Signed : Signed :
Name : Name :
Title : Title :

Part III - Section 3.0 Page 12 of 16

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 APPENDIX 1 TO MECHANICAL COMPLETION CERTIFICATE

Pre-
Checked
commissio Request Approved
Syste System By: MC Dossier
ning By: By:
m No Description Project Ref. No.
Completion Contractor Company
Consultant
Date

(This format is also fitting for Milestone Certificates)

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 ATTACHMENT 3 – F

PROFORMA CERTIFICATE OF PROVISIONAL ACCEPTANCE

<*Insert Contract no.>

<*Insert Contract title.>

BETWEEN

ANTON OILFIELD SERVICES DMCC

AND

<*Insert Contractor name>

PROVISONAL ACCEPTANCE CERTIFICATE

In accordance with Article <*insert article no.> of the Contract, the Company hereby issues
this Certificate for the following sections of the Works to Contractor:

<*Insert System Name>

(DETAILS AS PER APPENDIX 1)

Contractor is obliged to correct the defects and deficiencies set forth in the attached exhibit
(hereinafter referred to as the “Provisional Acceptance Punch list”) to the satisfaction of the
Company.

This Certificate shall be effective the <*Insert date>

This Certificate is also subject to faithful and diligent completion and fulfillment of all of
Contractor’s obligations under said Contract, including the completion of the said part of the
WORKs strictly in accordance with the Contract.

Nothing contained in this Certificate shall be construed as relieving the Contractor of any of its
obligations under the Contract.

Company QA/QC Representative Company Representative

Signed : Signed :
Name : Name :
Title : Title :

BOC Representative (if required) Contractor Representative

Signed : Signed :
Name : Name :
Title : Title :

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 APPENDIX 1 TO PROVISIONAL ACCEPTANCE CERTIFICATE

Com- Checked
Request Approved
System System missioning By: PA Dossier
By: By:
No Description Completion Project Ref. No.
Contractor Company
Date Consultant

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 ATTACHMENT 3 – G

PROFORMA CERTIFICATE OF FINAL ACCEPTANCE

<*Insert Contract no.>

<*Insert Contract title.>

BETWEEN

ANTON OILFIELD SERVICES DMCC

AND

<*Insert Contractor name>

FINAL ACCEPTANCE CERTIFICATE

In accordance with Article <*insert article no.> of the Contract, Company hereby accepts and
issues this Certificate for the following sections of the Works to Contractor:

<*Insert system name>

This Certificate shall be effective the <*Insert date>

Nothing contained in this Certificate shall be construed as relieving the Contractor of any of its
obligations under the Contract.

Company QA/QC Representative Company Representative

Signed : Signed :
Name : Name :
Title : Title :

BOC Representative (if required) Contractor Representative

Signed : Signed :
Name : Name :
Title : Title :

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