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CONTRACTS

Sevoil International (Oil & Gas) Limited.


PURCHASE
ORDERS, POs

Sevoil International (Oil & Gas) Limited.


The Shell Petroleum Development Company of Nigeria Limited
Shell Industrial Area
Rumuobiakani
P.O. Box 263
Port Harcourt
Rivers State.

Vendor Code : 126562 PURCHASE ORDER


SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL & PO Number : 4510425500
2 CHIEF DAVIES IKANYA DRIVE Date : 28.09.2019
OFF BOSKEL RD, KM 17 ABA/PHC EX Buyer : BATCHNG01PO C/o PHAOKJ
PORT-HARCOURT Tel. No. : 20813
Nigeria Fax No. : 39103
E-mail : dorisogeonyema@yahoo.co.uk E-mail : evelyn.akin-longe@shell.com

Contact Person : DORIS ONYEM Our Reference : NG01018387


Telephone No. : 08023083278 Variation No. : Original
Fax No. : 08034050771 Urgency : NORMAL
Ordered By : Engineering

Please deliver to:


SPDC Work Management Plant
SPDC Work Management Plant
Port Harcourt
Nigeria

Scope of Supply
Please supply/deliver the services/materials shown below, subject to all terms and conditions incorporated and forming part of
this purchase order, which shall be only express terms of contract.

The provisions of the contract (if any) between Shell and Contractor, numbered and referenced above ("the Contract"), shall be
applicable to and shall govern this Purchase Order. Notwithstanding any provisions to the contrary, the contract (if any) shall take
precedence over the General Conditions stated in the Purchase Order.

Terms of Payment: 45 Days Net - No Discount

General Instructions

The Total PO Value shall mean the maximum anticipated value of services to be executed under this
PO for the duration of the contract. Notwithstanding the stated Total PO Value, the parties hereby
expressly acknowledge that the Contractor is not entitled to the Total PO value unless the services
rendered and reflected in the Work Completion Certificates (WCC) aggregate to that value. The total
payments due to the Vendor shall always be limited to the value of services rendered

Page 1 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425500
SEVOIL INT`L (OIL & Date : 28.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

10 DIebu Creek 15T Integrity


Check
WO/NT No : 22784762 0010
Agreement no : 4610042843/00070
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


20.09.2019 31.12.2019

The item covers the following services:

10 31772289 InterArea move-w/barge inc 1.000 LOT


M/barge

Item Currency Value USD 13,557.50 13,557.50


Item Currency Value NGN 4,978,875.00 4,978,875.00

20 31772406 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

30 31772454 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

40 31772296 G3- Discon/recon FL @ FS & 2.000 EA


w/h ends,

Item Currency Value USD 54.23 108.46


Item Currency Value NGN 19,915.50 39,831.00

50 31772556 Prov diesel boat (Al 7.000 DAY


marine / Modant

Item Currency Value USD 135.58 949.06

Page 2 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425500
SEVOIL INT`L (OIL & Date : 28.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value NGN 49,788.75 348,521.25

20 DIebu Creek 15T Integrity


Check
WO/NT No : 22784762 0020
Agreement no : 4610042843/00020
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


20.09.2019 31.12.2019

The item covers the following services:

10 31771866 Surveillan/Sec Cover for 84.000 HR


wellhd, FL, MFD

Item Currency Value USD 54.23 4,555.32


Item Currency Value NGN 19,915.50 1,672,902.00

30 Diebu Creek 13T Integrity


Check
WO/NT No : 30076732 0020 Diebu Creek 13T Integrity Check
WBS No. : O.NG.PBE.DCF.FAC.724FC
Location : DIEBU CREEK F/S
Agreement no : 4610042843/00070
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


23.09.2019 23.12.2019

Page 3 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425500
SEVOIL INT`L (OIL & Date : 28.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

The item covers the following services:

10 31772289 InterArea move-w/barge inc 1.000 LOT


M/barge

Item Currency Value USD 13,557.50 13,557.50


Item Currency Value NGN 4,978,875.00 4,978,875.00

20 31772414 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

30 31772462 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

40 31772556 Prov diesel boat (Al 7.000 DAY


marine / Modant

Item Currency Value USD 135.58 949.06


Item Currency Value NGN 49,788.75 348,521.25

50 31772296 G3- Discon/recon FL @ FS & 2.000 EA


w/h ends,

Item Currency Value USD 54.23 108.46


Item Currency Value NGN 19,915.50 39,831.00

40 Diebu Creek 13T Integrity


Check Surv
WO/NT No : 30076732 0030 Diebu Creek 13T Integrity Check Surv
WBS No. : O.NG.PBE.DCF.FAC.724FC
Location : DIEBU CREEK F/S
Agreement no : 4610042843/00020
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Page 4 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425500
SEVOIL INT`L (OIL & Date : 28.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


23.09.2019 23.12.2019

The item covers the following services:

10 31771866 Surveillan/Sec Cover for 84.000 HR


wellhd, FL, MFD

Item Currency Value USD 54.23 4,555.32


Item Currency Value NGN 19,915.50 1,672,902.00

50 Move material - equipment


WO/NT No : 30076818 0020 Move material - equipment
WBS No. : O.NG.PBE.DCF.FAC.724FC
Location : DIEBU CREEK F/S
Agreement no : 4610042843/00100
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


27.09.2019 27.12.2019

The item covers the following services:

10 31772597 Ramp Barge 5.000 DAY

Item Currency Value USD 189.81 949.05


Item Currency Value NGN 69,704.25 348,521.25

20 31772604 Tug Boat (Twin Engine) 5.000 DAY

Item Currency Value USD 216.92 1,084.60


Item Currency Value NGN 79,662.00 398,310.00

60 Move material - personnel

Page 5 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425500
SEVOIL INT`L (OIL & Date : 28.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

WO/NT No : 30076818 0030 Move material - personnel


WBS No. : O.NG.PBE.DCF.FAC.724FC
Location : DIEBU CREEK F/S
Agreement no : 4610042843/00110
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


27.09.2019 27.12.2019

The item covers the following services:

10 31772675 Security officer 20.000 DAY

Item Currency Value NGN 7,012.50 140,250.00

70 Move material - collect


material
WO/NT No : 30076818 0040 Move material - collect material
WBS No. : O.NG.PBE.DCF.FAC.724FC
Location : DIEBU CREEK F/S
Agreement no : 4610042843/00020
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


27.09.2019 27.12.2019

The item covers the following services:

10 31771922 Collect misc. fittings for 1.000 EA


flowline repl

Item Currency Value USD 189.81 189.81


Item Currency Value NGN 69,704.25 69,704.25

_______________________________________________________________________________________________________________________________________________

TOTAL ITEM CURRENCY VALUE USD 42,299.50


NGN15,674,340.00

Page 6 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425500
SEVOIL INT`L (OIL & Date : 28.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

TOTAL PO VALUE USD 42,299.50


NGN15,674,340.00

Page 7 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425500
SEVOIL INT`L (OIL & Date : 28.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

CLAUSE KEY 410

Seller shall supply the following where applicable:


(a) copies of Operations/Maintenance manuals
(b) copies of Parts Book
(c) Schematic drawings/diagram

Seller is hereby notified that acceptance of this Purchase Order implies a firm commitment to provide the following documents at stipulated
milestones:

(a) Evidence that order has been placed with the manufacturer, trading house, or other principal source, within two (2) weeks of receipt of
Purchase Order.

(b) Evidence that the material has been shipped, e.g. Bill of Lading and other shipment documents within forty-five (45) calendar days of
delivery date indicated on Purchase Order.

(c) Evidence of Clearing and Forwarding (C&F). The Customs documents and C&F documents listed below shall be submitted as evidence
of Clearing and Forwarding during delivery of the goods.

No delivery will be accepted without the Customs Duty documentation.


Seller is also informed that they are expected to pay appropriate customs duty at the designated entry point.

The Customs documents and C&F documents required as Evidence of Clearing and Forwarding are as follows:

· e-Form ‘M’
· PAAR
· Commercial Invoice
· Airway Bill or Bill of Lading
· Packing List
· Combined Certificate of Value and Origin (CCVO)
· Single Goods Declarations (ASYCUDA)
· Custom Assessment Notice
· Bank Receipt of Payment
· Exit Note

(d) However, Seller shall advise us their best expedited delivery date if earlier than the Purchase Order delivery date.

Be reminded that SPDC reserves the right to cancel this Purchase Order if vendor fails to provide evidence of any or all of these milestones
prior to agreed order due date.

Please note the Delivery Conditions of this PO.

Page 8 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425500
SEVOIL INT`L (OIL & Date : 28.09.2019

_______________________________________________________________________________________________________________________________________________
PURCHASE ORDER TERMS FOR GOODS AND SERVICES

These terms and conditions apply to the CONTRACT between COMPANY and CONTRACTOR, which may be in the form of a purchase
order or a work statement (the #CONTRACT”). These terms and conditions are binding between COMPANY and CONTRACTOR and
supersede and replace any CONTRACTOR terms and conditions or previous contracts for SCOPE. In the event any special terms are
agreed between the parties, the special terms will prevail over terms contained in these terms and conditions. Where these terms and
conditions are attached to or incorporated in a CONTRACT issued under an existing contract, the terms and conditions of that existing
contract will prevail.

PART A

1. DEFINITIONS
Capitalised words and expressions have the following meanings when interpreting the CONTRACT:

ACCEPTANCE: COMPANY accepts SCOPE in writing or is deemed to have accepted SCOPE in the manner specified by the CONTRACT.

AFFILIATE: in reference to a PERSON, any other PERSON that: (a) directly or indirectly controls or is controlled by the first PERSON; or (b)
is directly or indirectly controlled by a PERSON that also directly or indirectly controls the first PERSON. A PERSON controls another
PERSON if that first PERSON has the power to direct or cause the direction of the management of the other PERSON, whether directly or
indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of
voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise. An AFFILIATE of COMPANY is also an
AFFILIATE of Royal Dutch Shell, plc.

AGENCY PERSONNEL: those CONTRACTOR PERSONNEL who are not direct employees but are working under the direct control and
supervision of CONTRACTOR GROUP.

ANTI-BRIBERY LAWS: all APPLICABLE LAWS that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments, or
other benefits to, any GOVERNMENT OFFICIAL or any other PERSON, including: (a) the United States Foreign Corrupt Practices Act of
1977; and (b) the United Kingdom Bribery Act 2010.

APPLICABLE LAWS: where applicable to a PERSON, property, or circumstance, and as amended from time to time: (a) statutes (including
regulations enacted under those statutes); (b) national, regional, provincial, state, municipal, or local laws; (c) judgments and orders of
courts of competent jurisdiction; (d) rules, regulations, and orders issued by government agencies, authorities, and other regulatory bodies;
and (e) regulatory approvals, permits, licences, approvals, and authorisations.

BOOKS AND RECORDS: books, accounts, contracts, records, and documentation, in electronic format or otherwise, in respect of the
CONTRACT and performance of SCOPE.

COMPANY GROUP: COMPANY and (a) its CO-VENTURERS and JOINT VENTURES; (b) any AFFILIATE of COMPANY, its JOINT
VENTURES, or its CO-VENTURERS; and (c) any director, officer, employee, or other individual working under the direct control and
supervision of COMPANY, its JOINT VENTURES, or CO-VENTURERS, or the AFFILIATES of COMPANY, its JOINT VENTURES, or
CO-VENTURERS.

COMPANY PROVIDED ITEMS: items of materials, equipment, services, or facilities, provided by COMPANY to CONTRACTOR to perform
SCOPE.

CONFIDENTIAL INFORMATION: all technical, commercial, or other information, and all documents and other tangible items that record
information, whether on paper, in machine readable format, by sound or video, by way of samples or otherwise, relating to a PERSON’s
business, including WORK PRODUCT, PERSONAL DATA and SCOPE provided to that PERSON, business plans, property, way of doing
business, business results or prospects, the terms and negotiations of the CONTRACT, proprietary software, IP RIGHTS, and business

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Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425500
SEVOIL INT`L (OIL & Date : 28.09.2019

_______________________________________________________________________________________________________________________________________________
records.

CONSEQUENTIAL LOSS: (a) indirect or consequential losses; and (b) loss of production, loss of product, loss of use, and loss of revenue,
profit, or anticipated profit, whether direct, indirect, or consequential, and whether or not the losses were foreseeable at the time of entering
into the CONTRACT.

CONTRACT PRICE: the total amount payable by COMPANY to CONTRACTOR.

CONTRACTOR EQUIPMENT: any machinery, plant, tools, equipment, goods, materials, supplies, and other items (including all appropriate
associated spare parts, storage containers, packing, and securing) owned or contracted for by CONTRACTOR GROUP, provided title has
not passed and will not pass to COMPANY under the CONTRACT.

CONTRACTOR GROUP: CONTRACTOR and: (a) its SUBCONTRACTORS, (b) any AFFILIATE of CONTRACTOR or its
SUBCONTRACTORS; and (c) any director, officer, employee, other PERSON or AGENCY PERSONNEL employed by or acting for and on
behalf of CONTRACTOR, its SUBCONTRACTORS, or the AFFILIATES of CONTRACTOR and its SUBCONTRACTORS.

CONTRACTOR PERSONNEL: any individual provided by CONTRACTOR GROUP, whether directly or indirectly, and assigned to work in
connection with the performance of SCOPE, whether or not an employee of CONTRACTOR GROUP.

CO-VENTURER: any PERSON who is a party to a joint operating agreement, unitisation agreement, or similar agreement: (a) with
COMPANY or any of its AFFILIATES; and (b) which JOINT VENTURE or agreement is related to SCOPE performed under the
CONTRACT. A reference to CO-VENTURERS includes reference to each CO-VENTURER severally and to its respective successors and
permitted assigns.

FORCE MAJEURE EVENT: the events qualifying as a force majeure event as expressly set out in the CONTRACT.

GOODS: goods, materials, products, and equipment to be supplied by CONTRACTOR under the CONTRACT.

GOVERNMENT OFFICIAL: (a) any official or employee of any government, or any agency, ministry, or department of a government (at any
level); (b) anyone acting in an official capacity for a government regardless of rank or position; (c) any official or employee of a company
wholly or partially controlled by a government (e.g. a state-owned oil company), political party, or any official of a political party; (d) any
candidate for political office, or any officer or employee of a public international organisation (e.g. the United Nations or the World Bank);
and (e) any immediate family member (meaning a spouse, dependent child, or household member) of any of the foregoing.

HSSE STANDARDS: (a) all HSSE policies, manuals, standards, rules, and procedures, as communicated to CONTRACTOR, designed to
manage HSSE risks during performance of SCOPE under the CONTRACT; (b) all APPLICABLE LAWS relating to HSSE; and (c) any other
rules and procedures (whether issued by COMPANY GROUP or otherwise) in force at a relevant COMPANY GROUP WORKSITE at the
time of performance of SCOPE.

INDEMNIFY: release, save, indemnify, defend, and hold harmless.

INDIRECT TAXES: any of the following: (a) value added tax; (b) goods and services tax; or (c) sales tax or similar levy.

INSOLVENCY EVENT: when a PERSON (a) stops or suspends, or threatens to stop or suspend, payment of all or a material part of its
debts, or is unable to pay its debts as they fall due; (b) ceases or threatens to cease to carry on all or a substantial part of its business; (c)
begins negotiations for, starts any proceedings concerning, proposes or makes any agreement for the reorganisation, compromise, deferral,
or general assignment of, all or substantially all of its debts; (d) makes or proposes an arrangement for the benefit of some or all of its
creditors of all or substantially all of its debts; (e) takes any step with a view to the administration, winding up, or bankruptcy of that
PERSON; (f) is subject to an event in which all or substantially all of its assets are subject to any steps taken to enforce security over those
assets or to levy execution or similar process, including the appointment of a receiver, trustee in bankruptcy, or similar officer; or (g) is
subject to any event under the law of any relevant jurisdiction that has an analogous or equivalent effect to any of the INSOLVENCY

Page 10 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425500
SEVOIL INT`L (OIL & Date : 28.09.2019

_______________________________________________________________________________________________________________________________________________
EVENTS listed above.

IP RIGHTS: all patents, copyright, database rights, design rights, rights in CONFIDENTIAL INFORMATION, including know-how and trade
secrets, inventions, moral rights, trademarks and service marks (all whether registered or not and including all applications for any of them
and all equivalent rights in all parts of the world), whenever and however arising for their full term, and including any divisions, re-issues,
re-examinations, continuations, continuations-in-part, and renewals.

JOINT VENTURE: any entity in which an AFFILIATE of Royal Dutch Shell plc: (a) has a direct or indirect ownership interest; and (b) is not
an AFFILIATE.

LIABILITIES: liabilities for all claims, losses, damages, costs (including legal fees), and expenses.

LIENS: liens, attachments, charges, claims, or other encumbrances against SCOPE or property of COMPANY GROUP.

LIQUIDATED DAMAGES: amounts agreed in the CONTRACT that CONTRACTOR must pay to COMPANY if certain events or performance
as specified in the CONTRACT are not timely achieved.

OTHER CONTRACTOR: any other contractor engaged by COMPANY to perform WORK at the WORKSITE.

OTHER PERMITTED BUYER: (a) JOINT VENTURES; and (b) SHELL CONTRACTORS.

PERSON: (a) a natural person; or (b) a legal person, including any individual, partnership, limited partnership, firm, trust, body corporate,
government, governmental body, agency, or instrumentality, or unincorporated venture.

PERSONAL DATA: any information relating to an identified or identifiable individual, unless otherwise defined under APPLICABLE LAWS
related to the protection of individuals, the processing of such information, and security requirements for and the free movement of such
information.

RESTRICTED JURISDICTION: countries or states that are subject to comprehensive trade sanctions or embargoes (as may be amended
by the relevant governmental authorities from time to time).

RESTRICTED PARTY: (a) any PERSON targeted by national, regional, or multilateral trade or economic sanctions under APPLICABLE
LAWS; (b) any PERSON designated on the United Nations Financial Sanctions Lists, European Union (EU) or EU Member State
Consolidated Lists, US Department of the Treasury Office of Foreign Assets Control Lists, US State Department Non-proliferation Sanctions
Lists, or US Department of Commerce Denied Persons List, in force from time to time; or (c) any AFFILIATES of such PERSONS; and (d)
any PERSON acting on behalf of a PERSON referred to in the foregoing.

SCOPE: all activities and obligations to be performed by or on behalf of CONTRACTOR under the CONTRACT, including those set out in
the SCOPE description.

SERVICES: services to be supplied by CONTRACTOR under the CONTRACT, including the results of those services.

SHELL CONTRACTOR: a PERSON acting as a contractor of an AFFILIATE of Royal Dutch Shell plc.

SOFTWARE: any software forming part of SCOPE or necessary for the intended use of SCOPE, including, as applicable, the database and
all machine codes, binaries, object codes or source codes, whether in a machine or human readable form, and all improvements,
modifications, and updates, flow charts, logic diagrams, passwords, and output tapes, and any future updates, releases, and generally
available associated software items, together with the licence to use them or ownership rights in them.

STANDARDS OF PRACTICE: the sound standards, principles, and practices that are recognised and generally accepted in the international
oil, gas, and petrochemical industry.

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Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425500
SEVOIL INT`L (OIL & Date : 28.09.2019

_______________________________________________________________________________________________________________________________________________

SUBCONTRACT: any contract between CONTRACTOR and a SUBCONTRACTOR or between a SUBCONTRACTOR and another
SUBCONTRACTOR of any tier for the performance of any part of SCOPE, including any call off under framework agreements and supply
agreements for materials.

SUBCONTRACTOR: any party to a SUBCONTRACT, other than COMPANY and CONTRACTOR, including any employers of AGENCY
PERSONNEL (except as explicitly provided otherwise).

TAXES: all taxes, duties, levies, import, export, customs, stamp or excise duties (including clearing and brokerage charges), charges,
surcharges, withholdings, deductions, or contributions that are imposed or assessed by any competent authority of the country where
SCOPE is performed or any other country in accordance with APPLICABLE LAWS.

TRADE CONTROL LAWS: all APPLICABLE LAWS concerning the import, export, or re-export of goods, software, or technology, or their
direct product, including: (a) applicable customs regulations, Council Regulation (EC) No. 428/2009; (b) any sanction regulations issued by
the Council of the European Union; (c) the International Traffic in Arms Regulations ("ITAR"); (d) the Export Administration Regulations
("EAR"); and (e) the regulations and orders issued or administered by the US Department of the Treasury, Office of Foreign Assets Control
in relation to export control, anti-boycott, and trade sanctions matters.

VARIATION: a modification or alteration of, addition to, or deletion of, all or part of SCOPE.

VARIATION ASSESSMENT: a proposal prepared by CONTRACTOR in respect of a VARIATION in which it provides full detail of the
following: (a) the impact of the proposed VARIATION on SCOPE; (b) a detailed schedule for the performance of adjusted SCOPE; (c) the
effect on the CONTRACT PRICE (if any), determined in accordance with the CONTRACT; and (d) any other information COMPANY
concludes is necessary for its evaluation.

VARIATION ORDER: a written order for a VARIATION authorised by COMPANY.

WORK PRODUCT: any and all information, reports, data, drawings, computer programs, source and object codes, program documentation,
spread sheets, presentations, analyses, results, conclusions, findings, solutions, calculations, studies, concepts, codes, manuals,
inventions, business models, designs, prototypes, magnetic data, flow charts, recommendations, working notes, specifications or other
information, documents, or materials, which arise out of or are made, created, or generated for COMPANY, directly or indirectly, in the
course of performance of SCOPE, or which are made, created, or generated from or using COMPANY GROUP’S CONFIDENTIAL
INFORMATION or COMPANY GROUP’s IP RIGHTS.

WORKSITE: lands, waters, and other places on, under, in, or through which SCOPE or activities in connection with SCOPE are to be
performed, including manufacturing, fabrication, or storage facilities, offshore installations, floating construction equipment, vessels, offices,
workshops, camps, or messing facilities. WORKSITE does not include any lands, waters, or other places used during transportation to and
from WORKSITES.

2. REQUIREMENTS PERTAINING TO SCOPE


(a) This CONTRACT is non-exclusive and carries no requirement for COMPANY to place any orders or purchase any minimum quantities.
COMPANY may acquire same or similar SCOPE from other suppliers.
(b) Time is of the essence for the performance of SCOPE.
(c) Any information supplied by COMPANY is the property of COMPANY and will not be used by CONTRACTOR for any purpose other
than for performance of the CONTRACT.

3. REQUIREMENTS PERTAINING TO GOODS


(a) CONTRACTOR guarantees that GOODS supplied in connection with the performance of SCOPE will be: (i) without fault, defect, or
deficiency; (ii) new on delivery, unless otherwise specified in the CONTRACT; (iii) fit for use for any purpose specified in the CONTRACT;
and (iv) in strict conformance with the CONTRACT and any specification, drawing, or other description supplied by COMPANY to
CONTRACTOR and agreed to as part of the CONTRACT.

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Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425500
SEVOIL INT`L (OIL & Date : 28.09.2019

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(b) Unless a different period is specified in the SCOPE DESCRIPTION, CONTRACTOR’s warranty for GOODS applies to all defects
arising within 12 months of COMPANY’s ACCEPTANCE of GOODS.
(c) Following ACCEPTANCE by COMPANY of the GOODS, the warranties set out in this Article are in lieu of all other warranties expressed
or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR retains risk of loss of and damage to the GOODS until delivery is complete in accordance with the INCOTERMS in any
case where INCOTERMS are specified, otherwise when COMPANY takes physical possession of the GOODS.
(e) Title to the GOODS will pass to COMPANY at the earlier of: (i) risk of loss of and damage to the GOODS passing to COMPANY; or (ii)
as COMPANY makes payment for the GOODS.
(f) CONTRACTOR will pack the GOODS so that they may be transported and unloaded safely. CONTRACTOR represents that, on
delivery, the GOODS will have been accurately described, classified, marked, and labelled, in accordance with the CONTRACT, all
APPLICABLE LAWS, and STANDARDS OF PRACTICE.

4. REQUIREMENTS PERTAINING TO SERVICES


4.1. SERVICES Warranties
(a) CONTRACTOR warrants that all SERVICES supplied in connection with the performance of SCOPE will be: (i) performed in accordance
with the CONTRACT; (ii) fit for use for any purpose specified in the CONTRACT; and (iii) free from any defect or deficiency.
(b) Unless a different period is specified in the SCOPE description, CONTRACTOR’s warranty for SERVICES applies to all defects arising
within 12 months of COMPANY’s ACCEPTANCE of the SERVICES.
(c) Following ACCEPTANCE by COMPANY of the SERVICES, the warranties set out in this Article are in lieu of all other warranties
expressed or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR will supply SERVICES diligently, efficiently, and carefully, in a good and professional manner, and in accordance with
the CONTRACT and all STANDARDS OF PRACTICE. CONTRACTOR will furnish all skills, labour, supervision, equipment, goods,
materials, supplies, transport, and storage required for SERVICES.

4.2. CONTRACTOR PERSONNEL in Connection with SERVICES


Where required by COMPANY, CONTRACTOR will perform at its own expense security background checks and obtain entry credentials for
CONTRACTOR PERSONNEL on COMPANY GROUP WORKSITES.

5. COMPENSATION, PAYMENT, AND INVOICING


(a) COMPANY agrees to pay the CONTRACT PRICE to CONTRACTOR in the currency specified in the Schedule of Prices, and at the
times and in the manner specified in this Article. The CONTRACT PRICE is all-inclusive except for value added tax or sales tax.
(b) CONTRACTOR will invoice only after ACCEPTANCE of SCOPE, except as otherwise provided in the CONTRACT.
(c) COMPANY will pay CONTRACTOR any undisputed amount within the time period specified in the CONTRACT after receipt of a correct
and adequately supported invoice. An invoice is considered unsupported when COMPANY cannot reasonably verify the legitimacy or
accuracy of the invoice using the information provided by CONTRACTOR or if supporting documentation is missing.
(d) Payment of an invoice is not: (i) by itself an accord and satisfaction, or otherwise a limitation of the rights of the parties in connection
with the matter; or (ii) evidence SCOPE was performed in accordance with the CONTRACT.
(e) If COMPANY disputes an invoice, COMPANY may withhold payment of any disputed part of an invoice and pay only the undisputed
part. COMPANY may, on notice to CONTRACTOR, set off any liabilities between CONTRACTOR and COMPANY arising out of the
CONTRACT or any other agreement. Any exercise by COMPANY of its rights under this provision will be without prejudice to any other
rights or remedies available to COMPANY.

6. QUALITY ASSURANCE
CONTRACTOR must have quality assurance programs in place adequate to support its performance of SCOPE.

7. ACCESS TO COMPANY SYSTEMS, INFORMATION, OR INFRASTRUCTURE


In the event that performance of SCOPE requires CONTRACTOR or CONTRACTOR PERSONNEL to access COMPANY GROUP’s
technical information, information technology, or resources (including COMPANY’s infrastructure), CONTRACTOR will sign and comply with
COMPANY’s standard terms and conditions for access and security, unless other terms applicable to the CONTRACT were agreed on by
the parties in writing.

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8. VARIATIONS
COMPANY may request, or CONTRACTOR may initiate, a VARIATION ASSESSMENT for reasons of emergency, safety, or other
reasonable necessity. CONTRACTOR is not entitled to a VARIATION for matters that were included in SCOPE, or matters that
CONTRACTOR agreed to perform or take into account in connection with the CONTRACT. COMPANY may reject or accept the
VARIATION ASSESSMENT by issuing a VARIATION ORDER.

9. INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE


(a) To confirm SCOPE complies with the CONTRACT, CONTRACTOR will perform all tests and inspections required by the CONTRACT,
APPLICABLE LAWS and, unless otherwise specified in the CONTRACT, STANDARDS OF PRACTICE.
(b) CONTRACTOR will request ACCEPTANCE from COMPANY: i) of GOODS by completion of delivery; or ii) of SERVICES by writing on
completion of SCOPE. Other than to start the period for any warranty of limited duration, ACCEPTANCE does not limit or waive any
remedies.

10. REMEDIAL ACTIONS


If defects in SCOPE are discovered, CONTRACTOR will provide a plan to remedy the defects and will remedy the defects in an expeditious
manner. Without prejudice to other remedies it may have, COMPANY may perform or have others perform some or all of the remedial
actions, and CONTRACTOR will pay or promptly reimburse COMPANY for all costs CONTRACTOR would have been liable for under the
CONTRACT where: (i) emergency situations or other HSSE risks require the immediate performance of remedial actions; (ii)
CONTRACTOR presents a plan which does not provide for expeditious completion of warranty work; or (iii) CONTRACTOR does not timely
complete the actions according to the agreed schedule. CONTRACTOR’s warranties against defects are assignable, and CONTRACTOR
will assign to COMPANY all manufacturers’ warranties or will pursue for COMPANY or its assignee all warranties that cannot be assigned.

11. RIGHTS REGARDING CUSTOMS CLEARING AGENTS (CCA)


COMPANY and CONTRACTOR anticipate that performance of SCOPE will require customs clearance activities, which might include a
Customs Clearing Agent (CCA) responsible for: (a) arranging to pass the relevant documents at customs, (b) arranging for customs
inspections as required, (c) checking and processing duty and VAT payments as applicable, and (d) applying for refunds, where applicable.
Third parties performing such activities are SUBCONTRACTORS to CONTRACTOR, unless COMPANY has agreed in writing in the
CONTRACT or an amendment thereto to assume such responsibilities, Whether or not such rights are provided for other
SUBCONTRACTORS, COMPANY is entitled to approve the selection of the CCA. CONTRACTOR will timely provide information on its
intended CCA, with sufficient supporting information as necessary to allow COMPANY to evaluate the selection. Where COMPANY
accepts the selection of the CCA, but with conditions, CONTRACTOR will take account of COMPANY’s conditions, make necessary
changes to satisfy the conditions, and re-issue its request to approve the CCA. Where COMPANY declines to approve the CCA,
CONTRACTOR will promptly propose an alternative, or COMPANY may recommend a CCA which CONTRACTOR will accept absent sound
reasons made known to COMPANY for not doing so. CONTRACTOR may not proceed with the relevant part of SCOPE until COMPANY
has given its consent. In requiring CONTRACTOR’s cooperation in allowing COMPANY to approve the CCA, COMPANY GROUP
assumes no responsibilities or liabilities for the SCOPE, which will remain as provided for all other SUBCONTRACTS.

CONTRACTOR is responsible for any performance of the Purchase Order and all activities, omissions, and defaults of its CCA, as if they
were the activities, omissions, or defaults of CONTRACTOR.

PART B

1. PERFORMANCE
(a) CONTRACTOR will participate in business performance reviews to discuss HSSE performance, CONTRACTOR’S financial condition
and other key performance indicators (KPIs).
(b) The frequency of business performance reviews will be established by the SCOPE description or alternatively, by COMPANY’S
representative.

2. TAXES

2.1 CONTRACTOR TAXES

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CONTRACTOR will be responsible for payment of all TAXES, and any interest, fines, or penalties for which CONTRACTOR GROUP is
liable for: (a) income, capital gains, and wages; and (b) import or export of CONTRACTOR EQUIPMENT, or the movement of
CONTRACTOR PERSONNEL.

2.2 INDIRECT TAXES


CONTRACTOR will add to the invoice as a separate item, and COMPANY will pay in addition to the CONTRACT PRICE, if applicable, any
INDIRECT TAXES.

2.3 Withholding
(a) Where required under APPLICABLE LAWS, COMPANY will withhold, or deduct and pay over to relevant authorities, TAXES from
amounts payable to CONTRACTOR. CONTRACTOR acknowledges that any sum withheld or deducted will, for the purpose of the
CONTRACT, be deemed to have been paid to CONTRACTOR and that the sum is a corresponding discharge of COMPANY´s liability to
CONTRACTOR under the CONTRACT.
(b) Where COMPANY makes a withholding or deduction, COMPANY will provide CONTRACTOR with credit notes upon receipt from the
Federal Inland Revenue Service (#FIRS”) or appropriate tax authority.
(c) If CONTRACTOR holds a valid exemption certificate, it will provide copies or further information to substantiate an entitlement to avoid
the withholding, which COMPANY may then rely on to apply the exemption.

3. LIENS
CONTRACTOR warrants good and clear title to SCOPE supplied. CONTRACTOR will not permit CONTRACTOR GROUP to place any
LIENS or claim any LIENS. CONTRACTOR will immediately notify COMPANY and promptly remove any LINES by CONTRACTOR
GROUP.

4. SUSPENSION
(a) COMPANY may suspend the CONTRACT or reduce SCOPE for cause by written notice with immediate effect pending COMPANY’s
decision on termination where COMPANY concludes it has grounds to terminate the CONTRACT for cause. Where suspending for cause,
CONTRACTOR will not be entitled to any VARIATION or other compensation.
(b) COMPANY may suspend the CONTRACT or reduce SCOPE for convenience at its own discretion with seven days’ prior written notice.
CONTRACTOR may seek a VARIATION if actions required by suspension impact the schedule or timing of SCOPE.
(c) COMPANY may at any time withdraw by written notice all or part of a suspension and CONTRACTOR will resume performance.

5. TERMINATION

5.1. Termination by COMPANY


(a) COMPANY may terminate the CONTRACT or reduce SCOPE for cause by written notice with immediate effect if: (i) in connection with
the performance of the CONTRACT, CONTRACTOR breaches its own Business Principles, or if it has no equivalent principles, then Shell’s
Business Principles; (ii) any member of CONTRACTOR GROUP violates ANTI-BRIBERY LAWS, applicable competition laws, TRADE
CONTROL LAWS, other APPLICABLE LAWS, or HSSE STANDARDS or causes COMPANY to be in violation of those laws; (iii) any
member of CONTRACTOR GROUP becomes a RESTRICTED PARTY; or (iv) CONTRACTOR is subject to an INSOLVENCY EVENT.
(b) COMPANY may terminate the CONTRACT or reduce SCOPE for cause where COMPANY determines CONTRACTOR materially
breached a term or condition of the CONTRACT other than those set out in the preceding paragraph. COMPANY will first provide written
notice which may require CONTRACTOR to remedy the breach, or COMPANY may terminate the CONTRACT if COMPANY determines the
breach is not capable of timely remedy, or it is not subsequently remedied.
(c) COMPANY may terminate the CONTRACT or reduce SCOPE for convenience at its own discretion with 30 days’ prior written notice.

5.2. Termination by CONTRACTOR


(a) CONTRACTOR may terminate the CONTRACT with prior written notice of at least 30 days when: (i) COMPANY fails to pay an
undisputed amount to CONTRACTOR that is properly presented, due, and payable for more than 60 days; and (ii) COMPANY fails to cure
or provide proper grounds for non-payment during the notice period.
(b) CONTRACTOR’S termination rights do not apply to non-payment in the case of COMPANY’S valid exercise of set off rights.

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5.3. CONTRACTOR Obligations on Termination
On any termination, CONTRACTOR will promptly cease performance, give access to SCOPE in progress, avoid unreasonable interference
with others, and take reasonable steps to allow COMPANY to complete SCOPE, including turning over all documentation for SCOPE and
SOFTWARE which was to be supplied in connection with the CONTRACT.

5.4. Compensation in the Event of Termination


(a) On any termination, COMPANY will determine and pay (subject to valid set offs) the amounts owed to CONTRACTOR for SCOPE
properly performed prior to termination.
(b) If COMPANY terminates the CONTRACT #for convenience” or CONTRACTOR validly terminates for non-payment, COMPANY will also
pay reasonable, unavoidable, and auditable demobilisation costs that COMPANY has specifically agreed elsewhere in the CONTRACT to
pay on termination for convenience by COMPANY.

5.5. Exclusive Reasons for Termination


The parties waive any right to terminate, rescind, or otherwise end the CONTRACT, on grounds other than those set out in the CONTRACT.

6. LIQUIDATED DAMAGES
Any LIQUIDATED DAMAGES set out in the CONTRACT are genuine pre-estimates of the losses that may be sustained by failure of
performance. COMPANY may claim demonstrated general damages in any case where LIQUIDATED DAMAGES are unenforceable.

7. LIABILITIES AND INDEMNITIES


(a) Liability for loss of and damage to property and for personal injury, death, or disease to any PERSON, arising in connection with the
CONTRACT, will be determined in accordance with APPLICABLE LAW.
(b) Neither party will be liable to the other for that other party’s own CONSEQUENTIAL LOSS, REGARDLESS OF NEGLIGENCE OR
OTHER FAULT.
(c) Neither party excludes or limits its LIABILITIES to the extent they may not be excluded under APPLICABLE LAW.

8. INSURANCE
Prior to commencement of performance, CONTRACTOR will arrange any insurance required by APPLICABLE LAW, and maintain that
insurance in effect throughout the duration of the CONTRACT. Satisfaction of the obligation to procure insurance and perform other actions
in connection with this Article will not relieve CONTRACTOR of any other obligations or LIABILITIES.

9. COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS

9.1. APPLICABLE LAWS


CONTRACTOR will comply with APPLICABLE LAWS in the performance of the CONTRACT and will notify COMPANY of any material
breaches.

9.2. Business Principles


(a) CONTRACTOR acknowledges that it has actual knowledge of: (i) the Shell General Business Principles, at www.shell.com/sgbp, and
Shell’s Supplier Principles, at www.shell.com/suppliers; (ii) Shell’s Code of Conduct, at
http://www.shell.com/home/content/aboutshell/who_we_are/our_values/code_of_conduct/; and iii) Shell’s Global Helpline, at
http://www.shell.com/ home/content/aboutshell/who_we_are/our_values/compliance_helpline/.
(b) CONTRACTOR agrees that it and each member of CONTRACTOR GROUP will adhere to and notify of violations of the principles
contained in the Shell General Business Principles and Shell Supplier Principles (or where CONTRACTOR has adopted equivalent
principles, to those equivalent principles) in all its dealings with or on behalf of COMPANY, in connection with this CONTRACT and related
matters.
(c) If CONTRACTOR GROUP supplies staff that work on behalf of COMPANY or represent COMPANY, CONTRACTOR commits that the
staff will behave in a manner that is consistent with the Shell Code of Conduct.

9.3. Anti-Bribery and Corruption


(a) CONTRACTOR represents that, in connection with this CONTRACT and related matters: (i) it is knowledgeable about ANTI-BRIBERY

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LAWS applicable to the performance of the CONTRACT, including the Corrupt Practices and Other Related Offences Act, Laws of the
Federation of Nigeria 2004; Criminal Code Act Cap. 38, Laws of the Federation of Nigeria 2004; the Penal Code (Northern States) Federal
Provisions Act Cap.P3, Laws of the Federation of Nigeria, 2004; the Economic and Financial Crimes Commission (Establishment) Act Cap.
E.1, Laws of the Federation of Nigeria, 2004, (all as amended from time to time), and will comply with all such laws; (ii) CONTRACTOR
GROUP has not made, offered, authorised, or accepted, and will not make, offer, authorise, or accept, any payment, gift, promise, or other
advantage, whether directly or through any other PERSON, to or for the use or benefit of any GOVERNMENT OFFICIAL or any other
PERSON where that payment, gift, promise, or other advantage would:
(a) comprise a facilitation payment; or (B) violate the relevant ANTI-BRIBERY LAWS.
(b) CONTRACTOR will immediately notify COMPANY if CONTRACTOR receives or becomes aware of any request from a GOVERNMENT
OFFICIAL or any other PERSON that is prohibited by the preceding paragraph.
(c) CONTRACTOR will maintain adequate internal controls and procedures to ensure compliance with ANTI-BRIBERY LAWS, including the
ability to demonstrate compliance through adequate and accurate recording of transactions in its BOOKS AND RECORDS.
(d) COMPANY will have the right to confirm compliance with ANTI-BRIBERY LAWS and record keeping by audit. CONTRACTOR will keep
BOOKS AND RECORDS available for audit for a period as directed by COMPANY for at least as long as the period for retention of records
for financial and performance audit.
(e) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES arising out of CONTRACTOR’s breach of ANTI-BRIBERY
LAWS or any related undertakings under this Article.

9.4. Export and Trade Controls


(a) CONTRACTOR will comply with, all applicable TRADE CONTROL LAWS and will provide COMPANY with necessary data to comply
with TRADE CONTROL LAWS.
(b) CONTRACTOR will ensure that, except with the prior written consent of COMPANY: (i) COMPANY PROVIDED ITEMS are not
exported, provided, or made available to any RESTRICTED JURISDICTION or RESTRICTED PARTIES; (ii) CONTRACTOR PERSONNEL
with access to COMPANY GROUP’s technical information, information technology resources (including COMPANY GROUP’s
infrastructure), or COMPANY GROUP WORKSITES, are not RESTRICTED PARTIES or nationals of a RESTRICTED JURISDICTION; and
(iii) CONTRACTOR will not utilise SUBCONTRACTORS that are RESTRICTED PARTIES.

9.5. PERSONAL DATA Protection


(a) CONTRACTOR will implement all appropriate security measures to protect PERSONAL DATA against accidental, unlawful, or
unauthorised (i) destruction, (ii) loss, (iii) alteration, (iv) disclosure, or (v) access (including remote access). CONTRACTOR will protect
PERSONAL DATA against all other forms of unlawful processing, including unnecessary collection, transfer, or processing, beyond what is
strictly necessary for the performance of SCOPE.
(b) CONTRACTOR is not authorized to and will not process COMPANY GROUP PERSONAL DATA, whether or not included in the SCOPE
description, unless CONTRACTOR has first entered into a data privacy agreement as instructed by COMPANY.

9.6. Health, Safety, Security, and Environment (#HSSE”)


In performing SCOPE at COMPANY GROUP WORKSITES, CONTRACTOR will at all times: (i) pursue Shell’s HSSE principle of Goal Zero;
(ii) comply with Shell’s #Life Saving Rules”, at http://www.shell.com/global/environment- society/safety/culture.html; and (iii) comply with
other applicable HSSE STANDARDS.

9.7 Local Content and Opportunity


(a) CONTRACTOR will abide by and comply, and cause its SUBCONTRACTORS to comply, with all APPLICABLE LAWS on Nigerian
content, which is defined in the Nigerian Oil & Gas Industry Content Development Act to mean #the quantum of composite value added to
or created in the Nigerian economy by a systematic development of capacity and capabilities through the deliberate utilisation of Nigerian
human, material resources, and services in the Nigerian oil and gas industry”. CONTRACTOR will also maximise Nigerian Content in
performance of SCOPE.
(b) CONTRACTOR will promote the sustainable development of Nigerian businesses as suppliers and service providers, establish training
programs when specified by COMPANY, as well as utilise, as much as possible, goods and services procured from Nigerian markets.
(c) Any contravention of the Nigerian Oil and Gas Industry Content Development Act or failure by CONTRACTOR to comply with its Nigerian
content obligations as outlined in the CONTRACT, will entitle COMPANY to terminate the CONTRACT. CONTRACTOR will include the
provisions of this Article in all its SUBCONTRACTS.

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10. CONFIDENTIAL INFORMATION


(a) CONTRACTOR will not disclose or permit a disclosure to a third party of COMPANY GROUP’s CONFIDENTIAL INFORMATION
without the prior written consent of COMPANY and will use COMPANY GROUP’s CONFIDENTIAL INFORMATION only in connection with
performance of the CONTRACT.
(b) Information that CONTRACTOR can prove at disclosure is public knowledge, in the possession of CONTRACTOR without binder of
secrecy, or developed independently of COMPANY’s CONFIDENTAL INFORMATION is not CONFIDENTIAL INFORMATION. Restrictions
on disclosure of COMPANY’s CONFIDENTIAL INFORMATION will cease if CONTRACTOR can prove that the information had become
part of the public knowledge through no fault of CONTRACTOR GROUP or is subsequently disclosed to CONTRACTOR without an
obligation of confidentiality by a third party who has the legal right to do so.
(c) On COMPANY’s request, CONTRACTOR will return promptly any CONFIDENTIAL INFORMATION and delete it from electronic
storage, and delete or destroy all extracts or analyses that reflect any CONFIDENTIAL INFORMATION.
(d) Except where the obligation is expressly stated elsewhere in the CONTRACT or through a separate agreement, COMPANY GROUP will
not have an obligation of non-disclosure or non-use regarding information provided by CONTRACTOR or any other member of
CONTRACTOR GROUP.
(e) CONTRACTOR must obtain written approval from COMPANY before proceeding with any external communications in connection with
the CONTRACT, disclosure of business relationships, or use of COMPANY’s trademarks.

11. INTELLECTUAL PROPERTY


(a) Except for IP RIGHTS vested in CONTRACTOR as provided below, all ownership rights, title, and interest in and to SCOPE and WORK
PRODUCT will vest in COMPANY. This CONTRACT does not grant CONTRACTOR GROUP any rights, title, or interest in or to COMPANY
GROUP’s IP RIGHTS, other than those set out in the CONTRACT. IP RIGHTS created by modifications, amendments, enhancements, or
improvements (including tailor-made to the specifications of COMPANY) to COMPANY GROUP’s IP RIGHTS, or made using COMPANY
GROUP’s CONFIDENTIAL INFORMATION, will vest with COMPANY or its nominee when created.
(b) CONTRACTOR, warranting that it is entitled to do so, grants to COMPANY GROUP the irrevocable, non-exclusive, perpetual,
worldwide, royalty-free right and licence, with the right to grant sub-licences, to possess, and use any of CONTRACTOR’s IP RIGHTS
embodied in SCOPE, including the right to import, export, operate, sell, maintain, modify and repair SCOPE. CONTRACTOR warrants that
any possession or use of SCOPE as delivered by CONTRACTOR or of CONTRACTOR’s IP RIGHTS will not infringe the IP RIGHTS of any
third party.
(c) COMPANY’s ownership rights in SCOPE under this article will not extend to CONTRACTOR’s IP RIGHTS that: (i) pre-existed
performance under the CONTRACT; (ii) are developed independently from performance of the CONTRACT; or (iii) are used by
CONTRACTOR in connection with or to perform the CONTRACT, but are not based on or arising out of COMPANY GROUP’s IP RIGHTS
or CONFIDENTIAL INFORMATION.
(d) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees, transferees, and sublicensees permitted by this CONTRACT for any
LIABILITIES resulting from any claim that the possession or use of any SCOPE or WORK PRODUCT infringes or misappropriates the IP
RIGHTS of any third party.

12. FINANCIAL AND PERFORMANCE AUDIT


(a) COMPANY will have the right to audit: (i) invoiced charges and proper invoicing; (ii) other BOOKS AND RECORDS; and (iii) the
performance of any other of CONTRACTOR’s obligations under the CONTRACT, where capable of being verified by audit.
(b) Based on the findings of the audit the parties will settle any amounts charged incorrectly within 45 days of any audit finding; and
CONTRACTOR will provide or re-perform any SCOPE where the requirement to do so is identified by any audit within 45 days of any audit
finding.
(c) CONTRACTOR will keep BOOKS AND RECORDS available for audit for the longer of the following periods: (i) five years following
termination of the CONTRACT or any longer period as required by APPLICABLE LAWS; or (ii) two years after the period expires on any
obligation of CONTRACTOR to perform or re-perform any SCOPE.
(d) If a longer period is specified in the CONTRACT for retention of relevant records for compliance with ANTI-BRIBERY LAWS,
CONTRACTOR will comply with that requirement.

13. RELATIONSHIP OF THE PARTIES


(a) CONTRACTOR is an independent contractor in all aspects of performance under the CONTRACT. CONTRACTOR is responsible for the

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method and manner of performance to achieve the results required by the CONTRACT.
(b) Neither the CONTRACT nor its performance creates a partnership or joint venture. No party is appointed as agent of the other. The
CONTRACT does not permit CONTRACTOR to make any commitment on behalf of COMPANY GROUP.
(c) CONTRACTOR and CONTRACTOR PERSONNEL are not to be considered employees of any member of COMPANY GROUP and are
not eligible to participate in any of COMPANY GROUP’s employee benefit plans. CONTRACTOR will indemnify COMPANY GROUP for any
LIABILITIES related to claims for private or governmental benefits by CONTRACTOR or CONTRACTOR PERSONNEL.

14. CONTRACTOR PERSONNEL AND SUBCONTRACTING


(a) CONTRACTOR is responsible for any SCOPE performed by and all activities, omissions, and defaults of any SUBCONTRACTOR and
all CONTRACTOR PERSONNEL as if they were the activities, omissions, or defaults of CONTRACTOR.
(b) CONTRACTOR may not subcontract any part of its obligations under the CONTRACT except as agreed in writing by COMPANY.
(c) CONTRACTOR will ensure that SUBCONTRACTS are in all material respects consistent with the terms and conditions of the
CONTRACT.

15. ASSIGNMENT
An assignment or novation by a party of all or part of the CONTRACT requires the written consent of the other party, except that COMPANY
may assign and novate all or part of the CONTRACT to an AFFILIATE without the consent of CONTRACTOR by giving written notice to
CONTRACTOR.

16. FORCE MAJEURE


(a) COMPANY and CONTRACTOR are each excused from performance of the affected part of an obligation of the CONTRACT while
performance is prevented by a FORCE MAJEURE EVENT unless the event was contributed to by the fault of the party or was due to
circumstances that could have been avoided or mitigated by the exercise of reasonable diligence.
(b) Only the following are FORCE MAJEURE EVENTS: (i) riots, wars, blockades, or threats or acts of sabotage or terrorism; (ii)
earthquakes, floods, fires, named hurricanes or cyclones, tidal waves, tornadoes, or other natural physical disasters; (iii) radioactive
contamination, epidemics, maritime or aviation disasters; (iv) strikes or labour disputes at a national or regional level or involving labour not
forming part of CONTRACTOR GROUP or COMPANY GROUP, which materially impair the ability of the party claiming force majeure to
perform the CONTRACT; (v) government sanctions, embargoes, mandates, or laws, that prevent performance; (vi) inability of a party to
timely obtain licences, permits, or governmental consents required for performance; or (vii) non-performance of a party’s
SUBCONTRACTOR where the SUBCONTRACTOR has been or is affected by one of the above FORCE MAJEURE EVENTS. However,
performance will only be excused under this sub-paragraph if the parties to the CONTRACT agree that substitute performance by another
SUBCONTRACTOR is impracticable under the circumstances.
(c) A party whose performance is delayed or prevented will use reasonable endeavours to notify the other party and mitigate the effects of
any FORCE MAJEURE.
(d) COMPANY may terminate the CONTRACT if any FORCE MAJEURE EVENT results in a delay that exceeds 90 consecutive or 180
cumulative days.

17. NOTICES
All notices or other communications under the CONTRACT must be in English and in writing, and: (i) delivered by hand; (ii) sent by prepaid
courier; (iii) sent by registered post; or (iv) sent by email with confirmation receipt requested. Notices and communications are effective
when actually delivered at the address specified in the CONTRACT.

18. GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES

18.1. Governing Law


This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its subject matter or formation, including
any non-contractual disputes or claims, will be exclusively governed by and construed in accordance with the laws of the Federal Republic
of Nigeria, excluding conflict of law rules and choice of law principles that provide otherwise. The United Nations Convention on the
International Sale of Goods will not apply to this CONTRACT.

18.2. Dispute Resolution

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(a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or formation, whether in tort, contract,
under statute, or otherwise, including any question regarding its existence, validity, interpretation, breach, or termination, and including any
non-contractual claim, will be finally and exclusively resolved by arbitration under the Arbitration and Conciliation Act, Cap. A18, Laws of the
Federation of Nigeria, 2004 (#the ACT”), and any amendments to the ACT .
(b) The arbitral tribunal, to be appointed in accordance with the arbitration rules, will consist of one arbitrator. However, if either party asserts
the amount in controversy exceeds USD $5 million, then the tribunal will consist of three arbitrators.
(c) The seat of the arbitration will be Lagos, Nigeria.
(d) The language of the arbitration will be English.
(e) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar interim relief from any court with
competent jurisdiction. Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the parties. The
parties will carry out the award without delay. Judgment upon any award or order may be entered in any court having jurisdiction. All aspects
of the arbitration will be considered confidential.

18.3. Specific Performance


COMPANY is entitled to specific performance of the CONTRACT.

19. ADDITIONAL LEGAL PROVISIONS


(a) The parties retain their rights and remedies under APPLICABLE LAWS, subject to any provisions in the CONTRACT that provide
otherwise.
(b) A provision of the CONTRACT is not waived unless made in writing by an authorised representative of the waiving party.
(c) Provisions that state that they survive or by their nature are intended to survive completion of performance or termination of the
CONTRACT do so, along with all remedies attached to them.
(d) Amendments to the CONTRACT must be made in writing and signed by the parties’ authorised representatives in order to be binding.
(e) Members of CONTRACTOR GROUP or COMPANY GROUP not a party to the CONTRACT, but conferred rights in it are entitled to
enforce those rights, but are not required to consent to amend or terminate those rights.
(f) The CONTRACT sets forth the entire agreement between the parties concerning its subject matter and supersedes any other
agreements or statements pertaining to the same subject matter, except those agreements or statements expressly referenced in the
CONTRACT as included. Any confidentiality agreement pertaining to the subject matter will remain in effect according to its terms, unless
the CONTRACT provides that it is terminated or replaced.

_____________________________________________
For The Shell Petroleum Dev.Company of Nigeria Ltd

(hereinafter called SHELL)

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The Shell Petroleum Development Company of Nigeria Limited
Shell Industrial Area
Rumuobiakani
P.O. Box 263
Port Harcourt
Rivers State.

Vendor Code : 126562 PURCHASE ORDER


SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL & PO Number : 4510424152
2 CHIEF DAVIES IKANYA DRIVE Date : 06.09.2019
OFF BOSKEL RD, KM 17 ABA/PHC EX Buyer : PO Automation Support Group C/o PHAOKJ
PORT-HARCOURT Tel. No. : 20813
Nigeria Fax No. : 39103
E-mail : dorisogeonyema@yahoo.co.uk E-mail : iPortal_Admin@shell.com

Contact Person : DORIS ONYEM Our Reference : NG01018387


Telephone No. : 08023083278 Variation No. : Re-Print
Fax No. : 08034050771 Urgency : NORMAL
Ordered By : Engineering

Please deliver to:


SPDC Work Management Plant
SPDC Work Management Plant
Port Harcourt
Nigeria

Scope of Supply
Please supply/deliver the services/materials shown below, subject to all terms and conditions incorporated and forming part of
this purchase order, which shall be only express terms of contract.

The provisions of the contract (if any) between Shell and Contractor, numbered and referenced above ("the Contract"), shall be
applicable to and shall govern this Purchase Order. Notwithstanding any provisions to the contrary, the contract (if any) shall take
precedence over the General Conditions stated in the Purchase Order.

Terms of Payment: 45 Days Net - No Discount

General Instructions

The Total PO Value shall mean the maximum anticipated value of services to be executed under this
PO for the duration of the contract. Notwithstanding the stated Total PO Value, the parties hereby
expressly acknowledge that the Contractor is not entitled to the Total PO value unless the services
rendered and reflected in the Work Completion Certificates (WCC) aggregate to that value. The total
payments due to the Vendor shall always be limited to the value of services rendered

Page 1 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

10 Fab & Installn of hkup


arms for opuk 14T
WO/NT No : 30076389 0020 Fab & Installn of hkup arms for opuk 14T
WBS No. : C.NG.AFS.DL.18.013.1207
Location : OPUKUSHI F/S
Agreement no : 4610042843/00120
Final Recipient : PTP/O/NA Omon EHIZOYANYAN

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


06.09.2019 31.12.2019

The item covers the following services:

10 31772688 1/2 GLOBE VALVE 1500# FLG. 3.000 EA


ENDS

Item Currency Value USD 2,711.50 8,134.50


Item Currency Value NGN 995,775.00 2,987,325.00

20 31772685 4" CAP SCH XXS ASTM 1.000 EA


A234-WPB

Item Currency Value USD 108.46 108.46


Item Currency Value NGN 39,831.00 39,831.00

30 31772686 2-12"X1/2" BRANCH NIPPLE 6.000 EA


API 5000# CS

Item Currency Value USD 122.02 732.12


Item Currency Value NGN 44,809.88 268,859.28

40 31772689 3" BALL VALVE API 5000# 1.000 EA


FLG ENDS

Item Currency Value USD 1,626.90 1,626.90


Item Currency Value NGN 597,465.00 597,465.00

50 31772690 1/2" W.N FLANGE SCH 160 8.000 EA

Page 2 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

API 5000#

Item Currency Value USD 37.96 303.68


Item Currency Value NGN 13,940.85 111,526.80

60 31772692 3" W.N FLANGE API 5000# 2.000 EA


BORE 2.30"

Item Currency Value USD 162.69 325.38


Item Currency Value NGN 59,746.50 119,493.00

70 31772693 3" W.N FLANGE API 5000LB 2.000 EA


RTJ BORE 2.624"

Item Currency Value USD 162.69 325.38


Item Currency Value NGN 59,746.50 119,493.00

80 31772694 3" BLIND FLANGE API 5000# 1.000 EA

Item Currency Value USD 135.58 135.58


Item Currency Value NGN 49,788.75 49,788.75

90 31772703 R=35 RTJ GASKET OCTAGONAL 6.000 EA


CAD. PLATED

Item Currency Value USD 67.79 406.74


Item Currency Value NGN 24,894.38 149,366.28

100 31772704 R=35 RTJ GASKET GUARD 5.000 EA

Item Currency Value USD 32.54 162.70


Item Currency Value NGN 11,949.30 59,746.50

110 31772705 PRESSURE GUAGE RANGE 1.000 EA


(0-400BAR)

Item Currency Value USD 108.46 108.46


Item Currency Value NGN 39,831.00 39,831.00

Page 3 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

120 31772708 3" ASME 600# GASKET SPIRAL 1.000 EA


WOUND

Item Currency Value USD 27.12 27.12


Item Currency Value NGN 9,957.75 9,957.75

130 31772710 4"x3" CONC RED SCH XXS 1.000 EA


ASTM A234-WPW BW

Item Currency Value USD 94.90 94.90


Item Currency Value NGN 34,852.13 34,852.13

140 31772712 4" ASME 1500# W.N FLANGE 1.000 EA


BW RF

Item Currency Value USD 94.90 94.90


Item Currency Value NGN 34,852.13 34,852.13

20 Fab & Installn of hkup


arms for opuk 14T
WO/NT No : 30076389 0030 Fab & Installn of hkup arms for opuk 14T
WBS No. : C.NG.AFS.DL.18.013.1207
Location : OPUKUSHI F/S
Agreement no : 4610042843/00020
Final Recipient : PTP/O/NA Omon EHIZOYANYAN

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


06.09.2019 31.12.2019

The item covers the following services:

10 31771868 B1 mob (b) -Tie-in barge 0.250 EA

Item Currency Value USD 6,778.75 1,694.69


Item Currency Value NGN 2,489,437.50 622,359.38

Page 4 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

20 31771869 B1 mob (c) -Muster barge 0.250 EA

Item Currency Value USD 813.45 203.36


Item Currency Value NGN 298,732.50 74,683.13

30 31771911 B2 inter area move (b) 0.250 EA


-Tie-in barge

Item Currency Value USD 3,524.95 881.24


Item Currency Value NGN 1,294,507.50 323,626.88

40 31771912 B2 inter area move (c) 0.250 EA


-Muster barge

Item Currency Value USD 813.45 203.36


Item Currency Value NGN 298,732.50 74,683.13

50 31771921 B5.3 Coll fit w/h 0.250 EA


platfm/hook up kit

Item Currency Value USD 189.81 47.45


Item Currency Value NGN 69,704.25 17,426.06

60 31772111 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

70 31772186 Pressure Test hkup 1.000 EA


arm@5400psi for 24hrs

Item Currency Value USD 542.30 542.30


Item Currency Value NGN 199,155.00 199,155.00

80 31772189 Fab/inst oil wellhd hkup 1.000 EA


arm & paint arm

Item Currency Value USD 1,898.05 1,898.05


Item Currency Value NGN 697,042.50 697,042.50

Page 5 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

90 31772207 Tie in barge spread 0.250 EA

Item Currency Value USD 2,711.50 677.88


Item Currency Value NGN 995,775.00 248,943.75

100 31772208 Muster barge 0.250 EA

Item Currency Value USD 406.73 101.68


Item Currency Value NGN 149,366.25 37,341.56

30 Fab & Installn of hkup


arms for opuk 16T
WO/NT No : 30076386 0020 Fab & Installn of hkup arms for opuk 16T
WBS No. : C.NG.AFS.DL.18.013.1203
Location : OPUKUSHI F/S
Agreement no : 4610042843/00020
Final Recipient : PTP/O/NA Omon EHIZOYANYAN

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


06.09.2019 31.12.2019

The item covers the following services:

10 31771868 B1 mob (b) -Tie-in barge 0.250 EA

Item Currency Value USD 6,778.75 1,694.69


Item Currency Value NGN 2,489,437.50 622,359.38

20 31771869 B1 mob (c) -Muster barge 0.250 EA

Item Currency Value USD 813.45 203.36


Item Currency Value NGN 298,732.50 74,683.13

30 31771911 B2 inter area move (b) 0.250 EA


-Tie-in barge

Page 6 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value USD 3,524.95 881.24


Item Currency Value NGN 1,294,507.50 323,626.88

40 31771912 B2 inter area move (c) 0.250 EA


-Muster barge

Item Currency Value USD 813.45 203.36


Item Currency Value NGN 298,732.50 74,683.13

50 31771921 B5.3 Coll fit w/h 0.250 EA


platfm/hook up kit

Item Currency Value USD 189.81 47.45


Item Currency Value NGN 69,704.25 17,426.06

60 31772111 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

70 31772186 Pressure Test hkup 1.000 EA


arm@5400psi for 24hrs

Item Currency Value USD 542.30 542.30


Item Currency Value NGN 199,155.00 199,155.00

80 31772189 Fab/inst oil wellhd hkup 1.000 EA


arm & paint arm

Item Currency Value USD 1,898.05 1,898.05


Item Currency Value NGN 697,042.50 697,042.50

90 31772207 Tie in barge spread 0.250 EA

Item Currency Value USD 2,711.50 677.88


Item Currency Value NGN 995,775.00 248,943.75

Page 7 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

100 31772208 Muster barge 0.250 EA

Item Currency Value USD 406.73 101.68


Item Currency Value NGN 149,366.25 37,341.56

40 Fab & Installn of hkup


arms for opuk 16T
WO/NT No : 30076386 0030 Fab & Installn of hkup arms for opuk 16T
WBS No. : C.NG.AFS.DL.18.013.1203
Location : OPUKUSHI F/S
Agreement no : 4610042843/00120
Final Recipient : PTP/O/NA Omon EHIZOYANYAN

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


06.09.2019 31.12.2019

The item covers the following services:

10 31772685 4" CAP SCH XXS ASTM 1.000 EA


A234-WPB

Item Currency Value USD 108.46 108.46


Item Currency Value NGN 39,831.00 39,831.00

20 31772686 2-12"X1/2" BRANCH NIPPLE 6.000 EA


API 5000# CS

Item Currency Value USD 122.02 732.12


Item Currency Value NGN 44,809.88 268,859.28

30 31772688 1/2 GLOBE VALVE 1500# FLG. 3.000 EA


ENDS

Item Currency Value USD 2,711.50 8,134.50


Item Currency Value NGN 995,775.00 2,987,325.00

40 31772689 3" BALL VALVE API 5000# 1.000 EA

Page 8 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

FLG ENDS

Item Currency Value USD 1,626.90 1,626.90


Item Currency Value NGN 597,465.00 597,465.00

50 31772690 1/2" W.N FLANGE SCH 160 8.000 EA


API 5000#

Item Currency Value USD 37.96 303.68


Item Currency Value NGN 13,940.85 111,526.80

60 31772692 3" W.N FLANGE API 5000# 2.000 EA


BORE 2.30"

Item Currency Value USD 162.69 325.38


Item Currency Value NGN 59,746.50 119,493.00

70 31772693 3" W.N FLANGE API 5000LB 2.000 EA


RTJ BORE 2.624"

Item Currency Value USD 162.69 325.38


Item Currency Value NGN 59,746.50 119,493.00

80 31772694 3" BLIND FLANGE API 5000# 1.000 EA

Item Currency Value USD 135.58 135.58


Item Currency Value NGN 49,788.75 49,788.75

90 31772703 R=35 RTJ GASKET OCTAGONAL 6.000 EA


CAD. PLATED

Item Currency Value USD 67.79 406.74


Item Currency Value NGN 24,894.38 149,366.28

100 31772704 R=35 RTJ GASKET GUARD 5.000 EA

Item Currency Value USD 32.54 162.70


Item Currency Value NGN 11,949.30 59,746.50

Page 9 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

110 31772705 PRESSURE GUAGE RANGE 1.000 EA


(0-400BAR)

Item Currency Value USD 108.46 108.46


Item Currency Value NGN 39,831.00 39,831.00

120 31772708 3" ASME 600# GASKET SPIRAL 1.000 EA


WOUND

Item Currency Value USD 27.12 27.12


Item Currency Value NGN 9,957.75 9,957.75

130 31772710 4"x3" CONC RED SCH XXS 1.000 EA


ASTM A234-WPW BW

Item Currency Value USD 94.90 94.90


Item Currency Value NGN 34,852.13 34,852.13

140 31772712 4" ASME 1500# W.N FLANGE 1.000 EA


BW RF

Item Currency Value USD 94.90 94.90


Item Currency Value NGN 34,852.13 34,852.13

50 Fab & Installn of hkup


arms fo opuk 12S
WO/NT No : 30076464 0020 Fab & Installn of hkup arms fo opuk 12S
WBS No. : C.NG.AFS.DL.18.013.1207
Location : OPUKUSHI F/S
Agreement no : 4610042843/00020
Final Recipient : PTP/O/NA Omon EHIZOYANYAN

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


06.09.2019 31.12.2019

Page 10 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

The item covers the following services:

10 31771868 B1 mob (b) -Tie-in barge 0.250 EA

Item Currency Value USD 6,778.75 1,694.69


Item Currency Value NGN 2,489,437.50 622,359.38

20 31771869 B1 mob (c) -Muster barge 0.250 EA

Item Currency Value USD 813.45 203.36


Item Currency Value NGN 298,732.50 74,683.13

30 31771911 B2 inter area move (b) 0.250 EA


-Tie-in barge

Item Currency Value USD 3,524.95 881.24


Item Currency Value NGN 1,294,507.50 323,626.88

40 31771912 B2 inter area move (c) 0.250 EA


-Muster barge

Item Currency Value USD 813.45 203.36


Item Currency Value NGN 298,732.50 74,683.13

50 31771921 B5.3 Coll fit w/h 0.250 EA


platfm/hook up kit

Item Currency Value USD 189.81 47.45


Item Currency Value NGN 69,704.25 17,426.06

60 31772111 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

70 31772186 Pressure Test hkup 1.000 EA


arm@5400psi for 24hrs

Page 11 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value USD 542.30 542.30


Item Currency Value NGN 199,155.00 199,155.00

80 31772189 Fab/inst oil wellhd hkup 1.000 EA


arm & paint arm

Item Currency Value USD 1,898.05 1,898.05


Item Currency Value NGN 697,042.50 697,042.50

90 31772207 Tie in barge spread 0.250 EA

Item Currency Value USD 2,711.50 677.88


Item Currency Value NGN 995,775.00 248,943.75

100 31772208 Muster barge 0.250 EA

Item Currency Value USD 406.73 101.68


Item Currency Value NGN 149,366.25 37,341.56

60 Fab & Installn of hkup


arms fo opuk 12S
WO/NT No : 30076464 0030 Fab & Installn of hkup arms fo opuk 12S
WBS No. : C.NG.AFS.DL.18.013.1207
Location : OPUKUSHI F/S
Agreement no : 4610042843/00120
Final Recipient : PTP/O/NA Omon EHIZOYANYAN

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


06.09.2019 31.12.2019

Page 12 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

The item covers the following services:

10 31772685 4" CAP SCH XXS ASTM 1.000 EA


A234-WPB

Item Currency Value USD 108.46 108.46


Item Currency Value NGN 39,831.00 39,831.00

20 31772686 2-12"X1/2" BRANCH NIPPLE 6.000 EA


API 5000# CS

Item Currency Value USD 122.02 732.12


Item Currency Value NGN 44,809.88 268,859.28

30 31772688 1/2 GLOBE VALVE 1500# FLG. 3.000 EA


ENDS

Item Currency Value USD 2,711.50 8,134.50


Item Currency Value NGN 995,775.00 2,987,325.00

40 31772689 3" BALL VALVE API 5000# 1.000 EA


FLG ENDS

Item Currency Value USD 1,626.90 1,626.90


Item Currency Value NGN 597,465.00 597,465.00

50 31772690 1/2" W.N FLANGE SCH 160 7.000 EA


API 5000#

Item Currency Value USD 37.96 265.72


Item Currency Value NGN 13,940.85 97,585.95

60 31772692 3" W.N FLANGE API 5000# 2.000 EA


BORE 2.30"

Item Currency Value USD 162.69 325.38


Item Currency Value NGN 59,746.50 119,493.00

Page 13 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

70 31772693 3" W.N FLANGE API 5000LB 2.000 EA


RTJ BORE 2.624"

Item Currency Value USD 162.69 325.38


Item Currency Value NGN 59,746.50 119,493.00

80 31772694 3" BLIND FLANGE API 5000# 1.000 EA

Item Currency Value USD 135.58 135.58


Item Currency Value NGN 49,788.75 49,788.75

90 31772703 R=35 RTJ GASKET OCTAGONAL 6.000 EA


CAD. PLATED

Item Currency Value USD 67.79 406.74


Item Currency Value NGN 24,894.38 149,366.28

100 31772704 R=35 RTJ GASKET GUARD 6.000 EA

Item Currency Value USD 32.54 195.24


Item Currency Value NGN 11,949.30 71,695.80

110 31772705 PRESSURE GUAGE RANGE 1.000 EA


(0-400BAR)

Item Currency Value USD 108.46 108.46


Item Currency Value NGN 39,831.00 39,831.00

120 31772708 3" ASME 600# GASKET SPIRAL 1.000 EA


WOUND

Item Currency Value USD 27.12 27.12


Item Currency Value NGN 9,957.75 9,957.75

130 31772710 4"x3" CONC RED SCH XXS 1.000 EA


ASTM A234-WPW BW

Item Currency Value USD 94.90 94.90


Item Currency Value NGN 34,852.13 34,852.13

Page 14 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

140 31772712 4" ASME 1500# W.N FLANGE 1.000 EA


BW RF

Item Currency Value USD 94.90 94.90


Item Currency Value NGN 34,852.13 34,852.13

_______________________________________________________________________________________________________________________________________________

TOTAL ITEM CURRENCY VALUE USD 57,806.59


NGN21,228,927.48

TOTAL PO VALUE USD 57,806.59


NGN21,228,927.48

Page 15 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

CLAUSE KEY 410

Seller shall supply the following where applicable:


(a) copies of Operations/Maintenance manuals
(b) copies of Parts Book
(c) Schematic drawings/diagram

Seller is hereby notified that acceptance of this Purchase Order implies a firm commitment to provide the following documents at stipulated
milestones:

(a) Evidence that order has been placed with the manufacturer, trading house, or other principal source, within two (2) weeks of receipt of
Purchase Order.

(b) Evidence that the material has been shipped, e.g. Bill of Lading and other shipment documents within forty-five (45) calendar days of
delivery date indicated on Purchase Order.

(c) Evidence of Clearing and Forwarding (C&F). The Customs documents and C&F documents listed below shall be submitted as evidence
of Clearing and Forwarding during delivery of the goods.

No delivery will be accepted without the Customs Duty documentation.


Seller is also informed that they are expected to pay appropriate customs duty at the designated entry point.

The Customs documents and C&F documents required as Evidence of Clearing and Forwarding are as follows:

· e-Form ‘M’
· PAAR
· Commercial Invoice
· Airway Bill or Bill of Lading
· Packing List
· Combined Certificate of Value and Origin (CCVO)
· Single Goods Declarations (ASYCUDA)
· Custom Assessment Notice
· Bank Receipt of Payment
· Exit Note

(d) However, Seller shall advise us their best expedited delivery date if earlier than the Purchase Order delivery date.

Be reminded that SPDC reserves the right to cancel this Purchase Order if vendor fails to provide evidence of any or all of these milestones
prior to agreed order due date.

Please note the Delivery Conditions of this PO.

Page 16 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________
PURCHASE ORDER TERMS FOR GOODS AND SERVICES

These terms and conditions apply to the CONTRACT between COMPANY and CONTRACTOR, which may be in the form of a purchase
order or a work statement (the #CONTRACT”). These terms and conditions are binding between COMPANY and CONTRACTOR and
supersede and replace any CONTRACTOR terms and conditions or previous contracts for SCOPE. In the event any special terms are
agreed between the parties, the special terms will prevail over terms contained in these terms and conditions. Where these terms and
conditions are attached to or incorporated in a CONTRACT issued under an existing contract, the terms and conditions of that existing
contract will prevail.

PART A

1. DEFINITIONS
Capitalised words and expressions have the following meanings when interpreting the CONTRACT:

ACCEPTANCE: COMPANY accepts SCOPE in writing or is deemed to have accepted SCOPE in the manner specified by the CONTRACT.

AFFILIATE: in reference to a PERSON, any other PERSON that: (a) directly or indirectly controls or is controlled by the first PERSON; or (b)
is directly or indirectly controlled by a PERSON that also directly or indirectly controls the first PERSON. A PERSON controls another
PERSON if that first PERSON has the power to direct or cause the direction of the management of the other PERSON, whether directly or
indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of
voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise. An AFFILIATE of COMPANY is also an
AFFILIATE of Royal Dutch Shell, plc.

AGENCY PERSONNEL: those CONTRACTOR PERSONNEL who are not direct employees but are working under the direct control and
supervision of CONTRACTOR GROUP.

ANTI-BRIBERY LAWS: all APPLICABLE LAWS that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments, or
other benefits to, any GOVERNMENT OFFICIAL or any other PERSON, including: (a) the United States Foreign Corrupt Practices Act of
1977; and (b) the United Kingdom Bribery Act 2010.

APPLICABLE LAWS: where applicable to a PERSON, property, or circumstance, and as amended from time to time: (a) statutes (including
regulations enacted under those statutes); (b) national, regional, provincial, state, municipal, or local laws; (c) judgments and orders of
courts of competent jurisdiction; (d) rules, regulations, and orders issued by government agencies, authorities, and other regulatory bodies;
and (e) regulatory approvals, permits, licences, approvals, and authorisations.

BOOKS AND RECORDS: books, accounts, contracts, records, and documentation, in electronic format or otherwise, in respect of the
CONTRACT and performance of SCOPE.

COMPANY GROUP: COMPANY and (a) its CO-VENTURERS and JOINT VENTURES; (b) any AFFILIATE of COMPANY, its JOINT
VENTURES, or its CO-VENTURERS; and (c) any director, officer, employee, or other individual working under the direct control and
supervision of COMPANY, its JOINT VENTURES, or CO-VENTURERS, or the AFFILIATES of COMPANY, its JOINT VENTURES, or
CO-VENTURERS.

COMPANY PROVIDED ITEMS: items of materials, equipment, services, or facilities, provided by COMPANY to CONTRACTOR to perform
SCOPE.

CONFIDENTIAL INFORMATION: all technical, commercial, or other information, and all documents and other tangible items that record
information, whether on paper, in machine readable format, by sound or video, by way of samples or otherwise, relating to a PERSON’s
business, including WORK PRODUCT, PERSONAL DATA and SCOPE provided to that PERSON, business plans, property, way of doing
business, business results or prospects, the terms and negotiations of the CONTRACT, proprietary software, IP RIGHTS, and business

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records.

CONSEQUENTIAL LOSS: (a) indirect or consequential losses; and (b) loss of production, loss of product, loss of use, and loss of revenue,
profit, or anticipated profit, whether direct, indirect, or consequential, and whether or not the losses were foreseeable at the time of entering
into the CONTRACT.

CONTRACT PRICE: the total amount payable by COMPANY to CONTRACTOR.

CONTRACTOR EQUIPMENT: any machinery, plant, tools, equipment, goods, materials, supplies, and other items (including all appropriate
associated spare parts, storage containers, packing, and securing) owned or contracted for by CONTRACTOR GROUP, provided title has
not passed and will not pass to COMPANY under the CONTRACT.

CONTRACTOR GROUP: CONTRACTOR and: (a) its SUBCONTRACTORS, (b) any AFFILIATE of CONTRACTOR or its
SUBCONTRACTORS; and (c) any director, officer, employee, other PERSON or AGENCY PERSONNEL employed by or acting for and on
behalf of CONTRACTOR, its SUBCONTRACTORS, or the AFFILIATES of CONTRACTOR and its SUBCONTRACTORS.

CONTRACTOR PERSONNEL: any individual provided by CONTRACTOR GROUP, whether directly or indirectly, and assigned to work in
connection with the performance of SCOPE, whether or not an employee of CONTRACTOR GROUP.

CO-VENTURER: any PERSON who is a party to a joint operating agreement, unitisation agreement, or similar agreement: (a) with
COMPANY or any of its AFFILIATES; and (b) which JOINT VENTURE or agreement is related to SCOPE performed under the
CONTRACT. A reference to CO-VENTURERS includes reference to each CO-VENTURER severally and to its respective successors and
permitted assigns.

FORCE MAJEURE EVENT: the events qualifying as a force majeure event as expressly set out in the CONTRACT.

GOODS: goods, materials, products, and equipment to be supplied by CONTRACTOR under the CONTRACT.

GOVERNMENT OFFICIAL: (a) any official or employee of any government, or any agency, ministry, or department of a government (at any
level); (b) anyone acting in an official capacity for a government regardless of rank or position; (c) any official or employee of a company
wholly or partially controlled by a government (e.g. a state-owned oil company), political party, or any official of a political party; (d) any
candidate for political office, or any officer or employee of a public international organisation (e.g. the United Nations or the World Bank);
and (e) any immediate family member (meaning a spouse, dependent child, or household member) of any of the foregoing.

HSSE STANDARDS: (a) all HSSE policies, manuals, standards, rules, and procedures, as communicated to CONTRACTOR, designed to
manage HSSE risks during performance of SCOPE under the CONTRACT; (b) all APPLICABLE LAWS relating to HSSE; and (c) any other
rules and procedures (whether issued by COMPANY GROUP or otherwise) in force at a relevant COMPANY GROUP WORKSITE at the
time of performance of SCOPE.

INDEMNIFY: release, save, indemnify, defend, and hold harmless.

INDIRECT TAXES: any of the following: (a) value added tax; (b) goods and services tax; or (c) sales tax or similar levy.

INSOLVENCY EVENT: when a PERSON (a) stops or suspends, or threatens to stop or suspend, payment of all or a material part of its
debts, or is unable to pay its debts as they fall due; (b) ceases or threatens to cease to carry on all or a substantial part of its business; (c)
begins negotiations for, starts any proceedings concerning, proposes or makes any agreement for the reorganisation, compromise, deferral,
or general assignment of, all or substantially all of its debts; (d) makes or proposes an arrangement for the benefit of some or all of its
creditors of all or substantially all of its debts; (e) takes any step with a view to the administration, winding up, or bankruptcy of that
PERSON; (f) is subject to an event in which all or substantially all of its assets are subject to any steps taken to enforce security over those
assets or to levy execution or similar process, including the appointment of a receiver, trustee in bankruptcy, or similar officer; or (g) is
subject to any event under the law of any relevant jurisdiction that has an analogous or equivalent effect to any of the INSOLVENCY

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EVENTS listed above.

IP RIGHTS: all patents, copyright, database rights, design rights, rights in CONFIDENTIAL INFORMATION, including know-how and trade
secrets, inventions, moral rights, trademarks and service marks (all whether registered or not and including all applications for any of them
and all equivalent rights in all parts of the world), whenever and however arising for their full term, and including any divisions, re-issues,
re-examinations, continuations, continuations-in-part, and renewals.

JOINT VENTURE: any entity in which an AFFILIATE of Royal Dutch Shell plc: (a) has a direct or indirect ownership interest; and (b) is not
an AFFILIATE.

LIABILITIES: liabilities for all claims, losses, damages, costs (including legal fees), and expenses.

LIENS: liens, attachments, charges, claims, or other encumbrances against SCOPE or property of COMPANY GROUP.

LIQUIDATED DAMAGES: amounts agreed in the CONTRACT that CONTRACTOR must pay to COMPANY if certain events or performance
as specified in the CONTRACT are not timely achieved.

OTHER CONTRACTOR: any other contractor engaged by COMPANY to perform WORK at the WORKSITE.

OTHER PERMITTED BUYER: (a) JOINT VENTURES; and (b) SHELL CONTRACTORS.

PERSON: (a) a natural person; or (b) a legal person, including any individual, partnership, limited partnership, firm, trust, body corporate,
government, governmental body, agency, or instrumentality, or unincorporated venture.

PERSONAL DATA: any information relating to an identified or identifiable individual, unless otherwise defined under APPLICABLE LAWS
related to the protection of individuals, the processing of such information, and security requirements for and the free movement of such
information.

RESTRICTED JURISDICTION: countries or states that are subject to comprehensive trade sanctions or embargoes (as may be amended
by the relevant governmental authorities from time to time).

RESTRICTED PARTY: (a) any PERSON targeted by national, regional, or multilateral trade or economic sanctions under APPLICABLE
LAWS; (b) any PERSON designated on the United Nations Financial Sanctions Lists, European Union (EU) or EU Member State
Consolidated Lists, US Department of the Treasury Office of Foreign Assets Control Lists, US State Department Non-proliferation Sanctions
Lists, or US Department of Commerce Denied Persons List, in force from time to time; or (c) any AFFILIATES of such PERSONS; and (d)
any PERSON acting on behalf of a PERSON referred to in the foregoing.

SCOPE: all activities and obligations to be performed by or on behalf of CONTRACTOR under the CONTRACT, including those set out in
the SCOPE description.

SERVICES: services to be supplied by CONTRACTOR under the CONTRACT, including the results of those services.

SHELL CONTRACTOR: a PERSON acting as a contractor of an AFFILIATE of Royal Dutch Shell plc.

SOFTWARE: any software forming part of SCOPE or necessary for the intended use of SCOPE, including, as applicable, the database and
all machine codes, binaries, object codes or source codes, whether in a machine or human readable form, and all improvements,
modifications, and updates, flow charts, logic diagrams, passwords, and output tapes, and any future updates, releases, and generally
available associated software items, together with the licence to use them or ownership rights in them.

STANDARDS OF PRACTICE: the sound standards, principles, and practices that are recognised and generally accepted in the international
oil, gas, and petrochemical industry.

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SUBCONTRACT: any contract between CONTRACTOR and a SUBCONTRACTOR or between a SUBCONTRACTOR and another
SUBCONTRACTOR of any tier for the performance of any part of SCOPE, including any call off under framework agreements and supply
agreements for materials.

SUBCONTRACTOR: any party to a SUBCONTRACT, other than COMPANY and CONTRACTOR, including any employers of AGENCY
PERSONNEL (except as explicitly provided otherwise).

TAXES: all taxes, duties, levies, import, export, customs, stamp or excise duties (including clearing and brokerage charges), charges,
surcharges, withholdings, deductions, or contributions that are imposed or assessed by any competent authority of the country where
SCOPE is performed or any other country in accordance with APPLICABLE LAWS.

TRADE CONTROL LAWS: all APPLICABLE LAWS concerning the import, export, or re-export of goods, software, or technology, or their
direct product, including: (a) applicable customs regulations, Council Regulation (EC) No. 428/2009; (b) any sanction regulations issued by
the Council of the European Union; (c) the International Traffic in Arms Regulations ("ITAR"); (d) the Export Administration Regulations
("EAR"); and (e) the regulations and orders issued or administered by the US Department of the Treasury, Office of Foreign Assets Control
in relation to export control, anti-boycott, and trade sanctions matters.

VARIATION: a modification or alteration of, addition to, or deletion of, all or part of SCOPE.

VARIATION ASSESSMENT: a proposal prepared by CONTRACTOR in respect of a VARIATION in which it provides full detail of the
following: (a) the impact of the proposed VARIATION on SCOPE; (b) a detailed schedule for the performance of adjusted SCOPE; (c) the
effect on the CONTRACT PRICE (if any), determined in accordance with the CONTRACT; and (d) any other information COMPANY
concludes is necessary for its evaluation.

VARIATION ORDER: a written order for a VARIATION authorised by COMPANY.

WORK PRODUCT: any and all information, reports, data, drawings, computer programs, source and object codes, program documentation,
spread sheets, presentations, analyses, results, conclusions, findings, solutions, calculations, studies, concepts, codes, manuals,
inventions, business models, designs, prototypes, magnetic data, flow charts, recommendations, working notes, specifications or other
information, documents, or materials, which arise out of or are made, created, or generated for COMPANY, directly or indirectly, in the
course of performance of SCOPE, or which are made, created, or generated from or using COMPANY GROUP’S CONFIDENTIAL
INFORMATION or COMPANY GROUP’s IP RIGHTS.

WORKSITE: lands, waters, and other places on, under, in, or through which SCOPE or activities in connection with SCOPE are to be
performed, including manufacturing, fabrication, or storage facilities, offshore installations, floating construction equipment, vessels, offices,
workshops, camps, or messing facilities. WORKSITE does not include any lands, waters, or other places used during transportation to and
from WORKSITES.

2. REQUIREMENTS PERTAINING TO SCOPE


(a) This CONTRACT is non-exclusive and carries no requirement for COMPANY to place any orders or purchase any minimum quantities.
COMPANY may acquire same or similar SCOPE from other suppliers.
(b) Time is of the essence for the performance of SCOPE.
(c) Any information supplied by COMPANY is the property of COMPANY and will not be used by CONTRACTOR for any purpose other
than for performance of the CONTRACT.

3. REQUIREMENTS PERTAINING TO GOODS


(a) CONTRACTOR guarantees that GOODS supplied in connection with the performance of SCOPE will be: (i) without fault, defect, or
deficiency; (ii) new on delivery, unless otherwise specified in the CONTRACT; (iii) fit for use for any purpose specified in the CONTRACT;
and (iv) in strict conformance with the CONTRACT and any specification, drawing, or other description supplied by COMPANY to
CONTRACTOR and agreed to as part of the CONTRACT.

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(b) Unless a different period is specified in the SCOPE DESCRIPTION, CONTRACTOR’s warranty for GOODS applies to all defects
arising within 12 months of COMPANY’s ACCEPTANCE of GOODS.
(c) Following ACCEPTANCE by COMPANY of the GOODS, the warranties set out in this Article are in lieu of all other warranties expressed
or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR retains risk of loss of and damage to the GOODS until delivery is complete in accordance with the INCOTERMS in any
case where INCOTERMS are specified, otherwise when COMPANY takes physical possession of the GOODS.
(e) Title to the GOODS will pass to COMPANY at the earlier of: (i) risk of loss of and damage to the GOODS passing to COMPANY; or (ii)
as COMPANY makes payment for the GOODS.
(f) CONTRACTOR will pack the GOODS so that they may be transported and unloaded safely. CONTRACTOR represents that, on
delivery, the GOODS will have been accurately described, classified, marked, and labelled, in accordance with the CONTRACT, all
APPLICABLE LAWS, and STANDARDS OF PRACTICE.

4. REQUIREMENTS PERTAINING TO SERVICES


4.1. SERVICES Warranties
(a) CONTRACTOR warrants that all SERVICES supplied in connection with the performance of SCOPE will be: (i) performed in accordance
with the CONTRACT; (ii) fit for use for any purpose specified in the CONTRACT; and (iii) free from any defect or deficiency.
(b) Unless a different period is specified in the SCOPE description, CONTRACTOR’s warranty for SERVICES applies to all defects arising
within 12 months of COMPANY’s ACCEPTANCE of the SERVICES.
(c) Following ACCEPTANCE by COMPANY of the SERVICES, the warranties set out in this Article are in lieu of all other warranties
expressed or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR will supply SERVICES diligently, efficiently, and carefully, in a good and professional manner, and in accordance with
the CONTRACT and all STANDARDS OF PRACTICE. CONTRACTOR will furnish all skills, labour, supervision, equipment, goods,
materials, supplies, transport, and storage required for SERVICES.

4.2. CONTRACTOR PERSONNEL in Connection with SERVICES


Where required by COMPANY, CONTRACTOR will perform at its own expense security background checks and obtain entry credentials for
CONTRACTOR PERSONNEL on COMPANY GROUP WORKSITES.

5. COMPENSATION, PAYMENT, AND INVOICING


(a) COMPANY agrees to pay the CONTRACT PRICE to CONTRACTOR in the currency specified in the Schedule of Prices, and at the
times and in the manner specified in this Article. The CONTRACT PRICE is all-inclusive except for value added tax or sales tax.
(b) CONTRACTOR will invoice only after ACCEPTANCE of SCOPE, except as otherwise provided in the CONTRACT.
(c) COMPANY will pay CONTRACTOR any undisputed amount within the time period specified in the CONTRACT after receipt of a correct
and adequately supported invoice. An invoice is considered unsupported when COMPANY cannot reasonably verify the legitimacy or
accuracy of the invoice using the information provided by CONTRACTOR or if supporting documentation is missing.
(d) Payment of an invoice is not: (i) by itself an accord and satisfaction, or otherwise a limitation of the rights of the parties in connection
with the matter; or (ii) evidence SCOPE was performed in accordance with the CONTRACT.
(e) If COMPANY disputes an invoice, COMPANY may withhold payment of any disputed part of an invoice and pay only the undisputed
part. COMPANY may, on notice to CONTRACTOR, set off any liabilities between CONTRACTOR and COMPANY arising out of the
CONTRACT or any other agreement. Any exercise by COMPANY of its rights under this provision will be without prejudice to any other
rights or remedies available to COMPANY.

6. QUALITY ASSURANCE
CONTRACTOR must have quality assurance programs in place adequate to support its performance of SCOPE.

7. ACCESS TO COMPANY SYSTEMS, INFORMATION, OR INFRASTRUCTURE


In the event that performance of SCOPE requires CONTRACTOR or CONTRACTOR PERSONNEL to access COMPANY GROUP’s
technical information, information technology, or resources (including COMPANY’s infrastructure), CONTRACTOR will sign and comply with
COMPANY’s standard terms and conditions for access and security, unless other terms applicable to the CONTRACT were agreed on by
the parties in writing.

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8. VARIATIONS
COMPANY may request, or CONTRACTOR may initiate, a VARIATION ASSESSMENT for reasons of emergency, safety, or other
reasonable necessity. CONTRACTOR is not entitled to a VARIATION for matters that were included in SCOPE, or matters that
CONTRACTOR agreed to perform or take into account in connection with the CONTRACT. COMPANY may reject or accept the
VARIATION ASSESSMENT by issuing a VARIATION ORDER.

9. INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE


(a) To confirm SCOPE complies with the CONTRACT, CONTRACTOR will perform all tests and inspections required by the CONTRACT,
APPLICABLE LAWS and, unless otherwise specified in the CONTRACT, STANDARDS OF PRACTICE.
(b) CONTRACTOR will request ACCEPTANCE from COMPANY: i) of GOODS by completion of delivery; or ii) of SERVICES by writing on
completion of SCOPE. Other than to start the period for any warranty of limited duration, ACCEPTANCE does not limit or waive any
remedies.

10. REMEDIAL ACTIONS


If defects in SCOPE are discovered, CONTRACTOR will provide a plan to remedy the defects and will remedy the defects in an expeditious
manner. Without prejudice to other remedies it may have, COMPANY may perform or have others perform some or all of the remedial
actions, and CONTRACTOR will pay or promptly reimburse COMPANY for all costs CONTRACTOR would have been liable for under the
CONTRACT where: (i) emergency situations or other HSSE risks require the immediate performance of remedial actions; (ii)
CONTRACTOR presents a plan which does not provide for expeditious completion of warranty work; or (iii) CONTRACTOR does not timely
complete the actions according to the agreed schedule. CONTRACTOR’s warranties against defects are assignable, and CONTRACTOR
will assign to COMPANY all manufacturers’ warranties or will pursue for COMPANY or its assignee all warranties that cannot be assigned.

11. RIGHTS REGARDING CUSTOMS CLEARING AGENTS (CCA)


COMPANY and CONTRACTOR anticipate that performance of SCOPE will require customs clearance activities, which might include a
Customs Clearing Agent (CCA) responsible for: (a) arranging to pass the relevant documents at customs, (b) arranging for customs
inspections as required, (c) checking and processing duty and VAT payments as applicable, and (d) applying for refunds, where applicable.
Third parties performing such activities are SUBCONTRACTORS to CONTRACTOR, unless COMPANY has agreed in writing in the
CONTRACT or an amendment thereto to assume such responsibilities, Whether or not such rights are provided for other
SUBCONTRACTORS, COMPANY is entitled to approve the selection of the CCA. CONTRACTOR will timely provide information on its
intended CCA, with sufficient supporting information as necessary to allow COMPANY to evaluate the selection. Where COMPANY
accepts the selection of the CCA, but with conditions, CONTRACTOR will take account of COMPANY’s conditions, make necessary
changes to satisfy the conditions, and re-issue its request to approve the CCA. Where COMPANY declines to approve the CCA,
CONTRACTOR will promptly propose an alternative, or COMPANY may recommend a CCA which CONTRACTOR will accept absent sound
reasons made known to COMPANY for not doing so. CONTRACTOR may not proceed with the relevant part of SCOPE until COMPANY
has given its consent. In requiring CONTRACTOR’s cooperation in allowing COMPANY to approve the CCA, COMPANY GROUP
assumes no responsibilities or liabilities for the SCOPE, which will remain as provided for all other SUBCONTRACTS.

CONTRACTOR is responsible for any performance of the Purchase Order and all activities, omissions, and defaults of its CCA, as if they
were the activities, omissions, or defaults of CONTRACTOR.

PART B

1. PERFORMANCE
(a) CONTRACTOR will participate in business performance reviews to discuss HSSE performance, CONTRACTOR’S financial condition
and other key performance indicators (KPIs).
(b) The frequency of business performance reviews will be established by the SCOPE description or alternatively, by COMPANY’S
representative.

2. TAXES

2.1 CONTRACTOR TAXES

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CONTRACTOR will be responsible for payment of all TAXES, and any interest, fines, or penalties for which CONTRACTOR GROUP is
liable for: (a) income, capital gains, and wages; and (b) import or export of CONTRACTOR EQUIPMENT, or the movement of
CONTRACTOR PERSONNEL.

2.2 INDIRECT TAXES


CONTRACTOR will add to the invoice as a separate item, and COMPANY will pay in addition to the CONTRACT PRICE, if applicable, any
INDIRECT TAXES.

2.3 Withholding
(a) Where required under APPLICABLE LAWS, COMPANY will withhold, or deduct and pay over to relevant authorities, TAXES from
amounts payable to CONTRACTOR. CONTRACTOR acknowledges that any sum withheld or deducted will, for the purpose of the
CONTRACT, be deemed to have been paid to CONTRACTOR and that the sum is a corresponding discharge of COMPANY´s liability to
CONTRACTOR under the CONTRACT.
(b) Where COMPANY makes a withholding or deduction, COMPANY will provide CONTRACTOR with credit notes upon receipt from the
Federal Inland Revenue Service (#FIRS”) or appropriate tax authority.
(c) If CONTRACTOR holds a valid exemption certificate, it will provide copies or further information to substantiate an entitlement to avoid
the withholding, which COMPANY may then rely on to apply the exemption.

3. LIENS
CONTRACTOR warrants good and clear title to SCOPE supplied. CONTRACTOR will not permit CONTRACTOR GROUP to place any
LIENS or claim any LIENS. CONTRACTOR will immediately notify COMPANY and promptly remove any LINES by CONTRACTOR
GROUP.

4. SUSPENSION
(a) COMPANY may suspend the CONTRACT or reduce SCOPE for cause by written notice with immediate effect pending COMPANY’s
decision on termination where COMPANY concludes it has grounds to terminate the CONTRACT for cause. Where suspending for cause,
CONTRACTOR will not be entitled to any VARIATION or other compensation.
(b) COMPANY may suspend the CONTRACT or reduce SCOPE for convenience at its own discretion with seven days’ prior written notice.
CONTRACTOR may seek a VARIATION if actions required by suspension impact the schedule or timing of SCOPE.
(c) COMPANY may at any time withdraw by written notice all or part of a suspension and CONTRACTOR will resume performance.

5. TERMINATION

5.1. Termination by COMPANY


(a) COMPANY may terminate the CONTRACT or reduce SCOPE for cause by written notice with immediate effect if: (i) in connection with
the performance of the CONTRACT, CONTRACTOR breaches its own Business Principles, or if it has no equivalent principles, then Shell’s
Business Principles; (ii) any member of CONTRACTOR GROUP violates ANTI-BRIBERY LAWS, applicable competition laws, TRADE
CONTROL LAWS, other APPLICABLE LAWS, or HSSE STANDARDS or causes COMPANY to be in violation of those laws; (iii) any
member of CONTRACTOR GROUP becomes a RESTRICTED PARTY; or (iv) CONTRACTOR is subject to an INSOLVENCY EVENT.
(b) COMPANY may terminate the CONTRACT or reduce SCOPE for cause where COMPANY determines CONTRACTOR materially
breached a term or condition of the CONTRACT other than those set out in the preceding paragraph. COMPANY will first provide written
notice which may require CONTRACTOR to remedy the breach, or COMPANY may terminate the CONTRACT if COMPANY determines the
breach is not capable of timely remedy, or it is not subsequently remedied.
(c) COMPANY may terminate the CONTRACT or reduce SCOPE for convenience at its own discretion with 30 days’ prior written notice.

5.2. Termination by CONTRACTOR


(a) CONTRACTOR may terminate the CONTRACT with prior written notice of at least 30 days when: (i) COMPANY fails to pay an
undisputed amount to CONTRACTOR that is properly presented, due, and payable for more than 60 days; and (ii) COMPANY fails to cure
or provide proper grounds for non-payment during the notice period.
(b) CONTRACTOR’S termination rights do not apply to non-payment in the case of COMPANY’S valid exercise of set off rights.

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5.3. CONTRACTOR Obligations on Termination
On any termination, CONTRACTOR will promptly cease performance, give access to SCOPE in progress, avoid unreasonable interference
with others, and take reasonable steps to allow COMPANY to complete SCOPE, including turning over all documentation for SCOPE and
SOFTWARE which was to be supplied in connection with the CONTRACT.

5.4. Compensation in the Event of Termination


(a) On any termination, COMPANY will determine and pay (subject to valid set offs) the amounts owed to CONTRACTOR for SCOPE
properly performed prior to termination.
(b) If COMPANY terminates the CONTRACT #for convenience” or CONTRACTOR validly terminates for non-payment, COMPANY will also
pay reasonable, unavoidable, and auditable demobilisation costs that COMPANY has specifically agreed elsewhere in the CONTRACT to
pay on termination for convenience by COMPANY.

5.5. Exclusive Reasons for Termination


The parties waive any right to terminate, rescind, or otherwise end the CONTRACT, on grounds other than those set out in the CONTRACT.

6. LIQUIDATED DAMAGES
Any LIQUIDATED DAMAGES set out in the CONTRACT are genuine pre-estimates of the losses that may be sustained by failure of
performance. COMPANY may claim demonstrated general damages in any case where LIQUIDATED DAMAGES are unenforceable.

7. LIABILITIES AND INDEMNITIES


(a) Liability for loss of and damage to property and for personal injury, death, or disease to any PERSON, arising in connection with the
CONTRACT, will be determined in accordance with APPLICABLE LAW.
(b) Neither party will be liable to the other for that other party’s own CONSEQUENTIAL LOSS, REGARDLESS OF NEGLIGENCE OR
OTHER FAULT.
(c) Neither party excludes or limits its LIABILITIES to the extent they may not be excluded under APPLICABLE LAW.

8. INSURANCE
Prior to commencement of performance, CONTRACTOR will arrange any insurance required by APPLICABLE LAW, and maintain that
insurance in effect throughout the duration of the CONTRACT. Satisfaction of the obligation to procure insurance and perform other actions
in connection with this Article will not relieve CONTRACTOR of any other obligations or LIABILITIES.

9. COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS

9.1. APPLICABLE LAWS


CONTRACTOR will comply with APPLICABLE LAWS in the performance of the CONTRACT and will notify COMPANY of any material
breaches.

9.2. Business Principles


(a) CONTRACTOR acknowledges that it has actual knowledge of: (i) the Shell General Business Principles, at www.shell.com/sgbp, and
Shell’s Supplier Principles, at www.shell.com/suppliers; (ii) Shell’s Code of Conduct, at
http://www.shell.com/home/content/aboutshell/who_we_are/our_values/code_of_conduct/; and iii) Shell’s Global Helpline, at
http://www.shell.com/ home/content/aboutshell/who_we_are/our_values/compliance_helpline/.
(b) CONTRACTOR agrees that it and each member of CONTRACTOR GROUP will adhere to and notify of violations of the principles
contained in the Shell General Business Principles and Shell Supplier Principles (or where CONTRACTOR has adopted equivalent
principles, to those equivalent principles) in all its dealings with or on behalf of COMPANY, in connection with this CONTRACT and related
matters.
(c) If CONTRACTOR GROUP supplies staff that work on behalf of COMPANY or represent COMPANY, CONTRACTOR commits that the
staff will behave in a manner that is consistent with the Shell Code of Conduct.

9.3. Anti-Bribery and Corruption


(a) CONTRACTOR represents that, in connection with this CONTRACT and related matters: (i) it is knowledgeable about ANTI-BRIBERY

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LAWS applicable to the performance of the CONTRACT, including the Corrupt Practices and Other Related Offences Act, Laws of the
Federation of Nigeria 2004; Criminal Code Act Cap. 38, Laws of the Federation of Nigeria 2004; the Penal Code (Northern States) Federal
Provisions Act Cap.P3, Laws of the Federation of Nigeria, 2004; the Economic and Financial Crimes Commission (Establishment) Act Cap.
E.1, Laws of the Federation of Nigeria, 2004, (all as amended from time to time), and will comply with all such laws; (ii) CONTRACTOR
GROUP has not made, offered, authorised, or accepted, and will not make, offer, authorise, or accept, any payment, gift, promise, or other
advantage, whether directly or through any other PERSON, to or for the use or benefit of any GOVERNMENT OFFICIAL or any other
PERSON where that payment, gift, promise, or other advantage would:
(a) comprise a facilitation payment; or (B) violate the relevant ANTI-BRIBERY LAWS.
(b) CONTRACTOR will immediately notify COMPANY if CONTRACTOR receives or becomes aware of any request from a GOVERNMENT
OFFICIAL or any other PERSON that is prohibited by the preceding paragraph.
(c) CONTRACTOR will maintain adequate internal controls and procedures to ensure compliance with ANTI-BRIBERY LAWS, including the
ability to demonstrate compliance through adequate and accurate recording of transactions in its BOOKS AND RECORDS.
(d) COMPANY will have the right to confirm compliance with ANTI-BRIBERY LAWS and record keeping by audit. CONTRACTOR will keep
BOOKS AND RECORDS available for audit for a period as directed by COMPANY for at least as long as the period for retention of records
for financial and performance audit.
(e) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES arising out of CONTRACTOR’s breach of ANTI-BRIBERY
LAWS or any related undertakings under this Article.

9.4. Export and Trade Controls


(a) CONTRACTOR will comply with, all applicable TRADE CONTROL LAWS and will provide COMPANY with necessary data to comply
with TRADE CONTROL LAWS.
(b) CONTRACTOR will ensure that, except with the prior written consent of COMPANY: (i) COMPANY PROVIDED ITEMS are not
exported, provided, or made available to any RESTRICTED JURISDICTION or RESTRICTED PARTIES; (ii) CONTRACTOR PERSONNEL
with access to COMPANY GROUP’s technical information, information technology resources (including COMPANY GROUP’s
infrastructure), or COMPANY GROUP WORKSITES, are not RESTRICTED PARTIES or nationals of a RESTRICTED JURISDICTION; and
(iii) CONTRACTOR will not utilise SUBCONTRACTORS that are RESTRICTED PARTIES.

9.5. PERSONAL DATA Protection


(a) CONTRACTOR will implement all appropriate security measures to protect PERSONAL DATA against accidental, unlawful, or
unauthorised (i) destruction, (ii) loss, (iii) alteration, (iv) disclosure, or (v) access (including remote access). CONTRACTOR will protect
PERSONAL DATA against all other forms of unlawful processing, including unnecessary collection, transfer, or processing, beyond what is
strictly necessary for the performance of SCOPE.
(b) CONTRACTOR is not authorized to and will not process COMPANY GROUP PERSONAL DATA, whether or not included in the SCOPE
description, unless CONTRACTOR has first entered into a data privacy agreement as instructed by COMPANY.

9.6. Health, Safety, Security, and Environment (#HSSE”)


In performing SCOPE at COMPANY GROUP WORKSITES, CONTRACTOR will at all times: (i) pursue Shell’s HSSE principle of Goal Zero;
(ii) comply with Shell’s #Life Saving Rules”, at http://www.shell.com/global/environment- society/safety/culture.html; and (iii) comply with
other applicable HSSE STANDARDS.

9.7 Local Content and Opportunity


(a) CONTRACTOR will abide by and comply, and cause its SUBCONTRACTORS to comply, with all APPLICABLE LAWS on Nigerian
content, which is defined in the Nigerian Oil & Gas Industry Content Development Act to mean #the quantum of composite value added to
or created in the Nigerian economy by a systematic development of capacity and capabilities through the deliberate utilisation of Nigerian
human, material resources, and services in the Nigerian oil and gas industry”. CONTRACTOR will also maximise Nigerian Content in
performance of SCOPE.
(b) CONTRACTOR will promote the sustainable development of Nigerian businesses as suppliers and service providers, establish training
programs when specified by COMPANY, as well as utilise, as much as possible, goods and services procured from Nigerian markets.
(c) Any contravention of the Nigerian Oil and Gas Industry Content Development Act or failure by CONTRACTOR to comply with its Nigerian
content obligations as outlined in the CONTRACT, will entitle COMPANY to terminate the CONTRACT. CONTRACTOR will include the
provisions of this Article in all its SUBCONTRACTS.

Page 25 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________

10. CONFIDENTIAL INFORMATION


(a) CONTRACTOR will not disclose or permit a disclosure to a third party of COMPANY GROUP’s CONFIDENTIAL INFORMATION
without the prior written consent of COMPANY and will use COMPANY GROUP’s CONFIDENTIAL INFORMATION only in connection with
performance of the CONTRACT.
(b) Information that CONTRACTOR can prove at disclosure is public knowledge, in the possession of CONTRACTOR without binder of
secrecy, or developed independently of COMPANY’s CONFIDENTAL INFORMATION is not CONFIDENTIAL INFORMATION. Restrictions
on disclosure of COMPANY’s CONFIDENTIAL INFORMATION will cease if CONTRACTOR can prove that the information had become
part of the public knowledge through no fault of CONTRACTOR GROUP or is subsequently disclosed to CONTRACTOR without an
obligation of confidentiality by a third party who has the legal right to do so.
(c) On COMPANY’s request, CONTRACTOR will return promptly any CONFIDENTIAL INFORMATION and delete it from electronic
storage, and delete or destroy all extracts or analyses that reflect any CONFIDENTIAL INFORMATION.
(d) Except where the obligation is expressly stated elsewhere in the CONTRACT or through a separate agreement, COMPANY GROUP will
not have an obligation of non-disclosure or non-use regarding information provided by CONTRACTOR or any other member of
CONTRACTOR GROUP.
(e) CONTRACTOR must obtain written approval from COMPANY before proceeding with any external communications in connection with
the CONTRACT, disclosure of business relationships, or use of COMPANY’s trademarks.

11. INTELLECTUAL PROPERTY


(a) Except for IP RIGHTS vested in CONTRACTOR as provided below, all ownership rights, title, and interest in and to SCOPE and WORK
PRODUCT will vest in COMPANY. This CONTRACT does not grant CONTRACTOR GROUP any rights, title, or interest in or to COMPANY
GROUP’s IP RIGHTS, other than those set out in the CONTRACT. IP RIGHTS created by modifications, amendments, enhancements, or
improvements (including tailor-made to the specifications of COMPANY) to COMPANY GROUP’s IP RIGHTS, or made using COMPANY
GROUP’s CONFIDENTIAL INFORMATION, will vest with COMPANY or its nominee when created.
(b) CONTRACTOR, warranting that it is entitled to do so, grants to COMPANY GROUP the irrevocable, non-exclusive, perpetual,
worldwide, royalty-free right and licence, with the right to grant sub-licences, to possess, and use any of CONTRACTOR’s IP RIGHTS
embodied in SCOPE, including the right to import, export, operate, sell, maintain, modify and repair SCOPE. CONTRACTOR warrants that
any possession or use of SCOPE as delivered by CONTRACTOR or of CONTRACTOR’s IP RIGHTS will not infringe the IP RIGHTS of any
third party.
(c) COMPANY’s ownership rights in SCOPE under this article will not extend to CONTRACTOR’s IP RIGHTS that: (i) pre-existed
performance under the CONTRACT; (ii) are developed independently from performance of the CONTRACT; or (iii) are used by
CONTRACTOR in connection with or to perform the CONTRACT, but are not based on or arising out of COMPANY GROUP’s IP RIGHTS
or CONFIDENTIAL INFORMATION.
(d) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees, transferees, and sublicensees permitted by this CONTRACT for any
LIABILITIES resulting from any claim that the possession or use of any SCOPE or WORK PRODUCT infringes or misappropriates the IP
RIGHTS of any third party.

12. FINANCIAL AND PERFORMANCE AUDIT


(a) COMPANY will have the right to audit: (i) invoiced charges and proper invoicing; (ii) other BOOKS AND RECORDS; and (iii) the
performance of any other of CONTRACTOR’s obligations under the CONTRACT, where capable of being verified by audit.
(b) Based on the findings of the audit the parties will settle any amounts charged incorrectly within 45 days of any audit finding; and
CONTRACTOR will provide or re-perform any SCOPE where the requirement to do so is identified by any audit within 45 days of any audit
finding.
(c) CONTRACTOR will keep BOOKS AND RECORDS available for audit for the longer of the following periods: (i) five years following
termination of the CONTRACT or any longer period as required by APPLICABLE LAWS; or (ii) two years after the period expires on any
obligation of CONTRACTOR to perform or re-perform any SCOPE.
(d) If a longer period is specified in the CONTRACT for retention of relevant records for compliance with ANTI-BRIBERY LAWS,
CONTRACTOR will comply with that requirement.

13. RELATIONSHIP OF THE PARTIES


(a) CONTRACTOR is an independent contractor in all aspects of performance under the CONTRACT. CONTRACTOR is responsible for the

Page 26 of 28
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510424152
SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________
method and manner of performance to achieve the results required by the CONTRACT.
(b) Neither the CONTRACT nor its performance creates a partnership or joint venture. No party is appointed as agent of the other. The
CONTRACT does not permit CONTRACTOR to make any commitment on behalf of COMPANY GROUP.
(c) CONTRACTOR and CONTRACTOR PERSONNEL are not to be considered employees of any member of COMPANY GROUP and are
not eligible to participate in any of COMPANY GROUP’s employee benefit plans. CONTRACTOR will indemnify COMPANY GROUP for any
LIABILITIES related to claims for private or governmental benefits by CONTRACTOR or CONTRACTOR PERSONNEL.

14. CONTRACTOR PERSONNEL AND SUBCONTRACTING


(a) CONTRACTOR is responsible for any SCOPE performed by and all activities, omissions, and defaults of any SUBCONTRACTOR and
all CONTRACTOR PERSONNEL as if they were the activities, omissions, or defaults of CONTRACTOR.
(b) CONTRACTOR may not subcontract any part of its obligations under the CONTRACT except as agreed in writing by COMPANY.
(c) CONTRACTOR will ensure that SUBCONTRACTS are in all material respects consistent with the terms and conditions of the
CONTRACT.

15. ASSIGNMENT
An assignment or novation by a party of all or part of the CONTRACT requires the written consent of the other party, except that COMPANY
may assign and novate all or part of the CONTRACT to an AFFILIATE without the consent of CONTRACTOR by giving written notice to
CONTRACTOR.

16. FORCE MAJEURE


(a) COMPANY and CONTRACTOR are each excused from performance of the affected part of an obligation of the CONTRACT while
performance is prevented by a FORCE MAJEURE EVENT unless the event was contributed to by the fault of the party or was due to
circumstances that could have been avoided or mitigated by the exercise of reasonable diligence.
(b) Only the following are FORCE MAJEURE EVENTS: (i) riots, wars, blockades, or threats or acts of sabotage or terrorism; (ii)
earthquakes, floods, fires, named hurricanes or cyclones, tidal waves, tornadoes, or other natural physical disasters; (iii) radioactive
contamination, epidemics, maritime or aviation disasters; (iv) strikes or labour disputes at a national or regional level or involving labour not
forming part of CONTRACTOR GROUP or COMPANY GROUP, which materially impair the ability of the party claiming force majeure to
perform the CONTRACT; (v) government sanctions, embargoes, mandates, or laws, that prevent performance; (vi) inability of a party to
timely obtain licences, permits, or governmental consents required for performance; or (vii) non-performance of a party’s
SUBCONTRACTOR where the SUBCONTRACTOR has been or is affected by one of the above FORCE MAJEURE EVENTS. However,
performance will only be excused under this sub-paragraph if the parties to the CONTRACT agree that substitute performance by another
SUBCONTRACTOR is impracticable under the circumstances.
(c) A party whose performance is delayed or prevented will use reasonable endeavours to notify the other party and mitigate the effects of
any FORCE MAJEURE.
(d) COMPANY may terminate the CONTRACT if any FORCE MAJEURE EVENT results in a delay that exceeds 90 consecutive or 180
cumulative days.

17. NOTICES
All notices or other communications under the CONTRACT must be in English and in writing, and: (i) delivered by hand; (ii) sent by prepaid
courier; (iii) sent by registered post; or (iv) sent by email with confirmation receipt requested. Notices and communications are effective
when actually delivered at the address specified in the CONTRACT.

18. GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES

18.1. Governing Law


This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its subject matter or formation, including
any non-contractual disputes or claims, will be exclusively governed by and construed in accordance with the laws of the Federal Republic
of Nigeria, excluding conflict of law rules and choice of law principles that provide otherwise. The United Nations Convention on the
International Sale of Goods will not apply to this CONTRACT.

18.2. Dispute Resolution

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SEVOIL INT`L (OIL & Date : 06.09.2019

_______________________________________________________________________________________________________________________________________________
(a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or formation, whether in tort, contract,
under statute, or otherwise, including any question regarding its existence, validity, interpretation, breach, or termination, and including any
non-contractual claim, will be finally and exclusively resolved by arbitration under the Arbitration and Conciliation Act, Cap. A18, Laws of the
Federation of Nigeria, 2004 (#the ACT”), and any amendments to the ACT .
(b) The arbitral tribunal, to be appointed in accordance with the arbitration rules, will consist of one arbitrator. However, if either party asserts
the amount in controversy exceeds USD $5 million, then the tribunal will consist of three arbitrators.
(c) The seat of the arbitration will be Lagos, Nigeria.
(d) The language of the arbitration will be English.
(e) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar interim relief from any court with
competent jurisdiction. Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the parties. The
parties will carry out the award without delay. Judgment upon any award or order may be entered in any court having jurisdiction. All aspects
of the arbitration will be considered confidential.

18.3. Specific Performance


COMPANY is entitled to specific performance of the CONTRACT.

19. ADDITIONAL LEGAL PROVISIONS


(a) The parties retain their rights and remedies under APPLICABLE LAWS, subject to any provisions in the CONTRACT that provide
otherwise.
(b) A provision of the CONTRACT is not waived unless made in writing by an authorised representative of the waiving party.
(c) Provisions that state that they survive or by their nature are intended to survive completion of performance or termination of the
CONTRACT do so, along with all remedies attached to them.
(d) Amendments to the CONTRACT must be made in writing and signed by the parties’ authorised representatives in order to be binding.
(e) Members of CONTRACTOR GROUP or COMPANY GROUP not a party to the CONTRACT, but conferred rights in it are entitled to
enforce those rights, but are not required to consent to amend or terminate those rights.
(f) The CONTRACT sets forth the entire agreement between the parties concerning its subject matter and supersedes any other
agreements or statements pertaining to the same subject matter, except those agreements or statements expressly referenced in the
CONTRACT as included. Any confidentiality agreement pertaining to the subject matter will remain in effect according to its terms, unless
the CONTRACT provides that it is terminated or replaced.

_____________________________________________
For The Shell Petroleum Dev.Company of Nigeria Ltd

(hereinafter called SHELL)

Page 28 of 28
The Shell Petroleum Development Company of Nigeria Limited
Shell Industrial Area
Rumuobiakani
P.O. Box 263
Port Harcourt
Rivers State.

Vendor Code : 126562 PURCHASE ORDER


SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL & PO Number : 4510419080
2 CHIEF DAVIES IKANYA DRIVE Date : 07.06.2019
OFF BOSKEL RD, KM 17 ABA/PHC EX Buyer : BATCHNG01PO C/o PHAOKJ
PORT-HARCOURT Tel. No. : 20813
Nigeria Fax No. : 39103
E-mail : dorisogeonyema@yahoo.co.uk E-mail : evelyn.akin-longe@shell.com

Contact Person : DORIS ONYEM Our Reference : NG01018387


Telephone No. : 08023083278 Variation No. : Original
Fax No. : 08034050771 Urgency : NORMAL
Ordered By : Engineering

Please deliver to:


SPDC Work Management Plant
SPDC Work Management Plant
Port Harcourt
Nigeria

Scope of Supply
Please supply/deliver the services/materials shown below, subject to all terms and conditions incorporated and forming part of
this purchase order, which shall be only express terms of contract.

The provisions of the contract (if any) between Shell and Contractor, numbered and referenced above ("the Contract"), shall be
applicable to and shall govern this Purchase Order. Notwithstanding any provisions to the contrary, the contract (if any) shall take
precedence over the General Conditions stated in the Purchase Order.

Terms of Payment: 45 Days Net - No Discount

General Instructions

"The Total Purchase order Value shall mean the maximum anticipated valueof services to be executed
under this PO for the duration of the contract. Notwithstanding the stated Total PO Value, the
parties hereby expressly acknowledge that the Contractor is not entitled to the Total PO value
unless the services rendered and reflected in the Work Completion Certificates (WCC) aggregate to
that value. The total payments due to the Vendor shall always be limited to the value of services
rendered and reflected on the WCC".

Page 1 of 21
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SEVOIL INT`L (OIL & Date : 07.06.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

10 OPOKUSHI 33S F/L


REPLACEMENT 4" X 2.4KM
WO/NT No : 30075045 0020 OPOKUSHI 33S F/L REPLACEMENT 4" X 2.4KM
WBS No. : C.NG.PCW.DL.17.001.1230
Location : OPUKUSHI F/S
Agreement no : 4610042843/00020
Final Recipient : PTP/O/NA Obiora Obiakor

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


06.06.2019 31.12.2019

The item covers the following services:

10 31771867 B1 mob (a) - Lay barge 1.000 EA

Item Currency Value USD 8,134.50 8,134.50


Item Currency Value NGN 2,987,325.00 2,987,325.00

20 31771868 B1 mob (b) -Tie-in barge 1.000 EA

Item Currency Value USD 6,778.75 6,778.75


Item Currency Value NGN 2,489,437.50 2,489,437.50

30 31771869 B1 mob (c) -Muster barge 1.000 EA

Item Currency Value USD 813.45 813.45


Item Currency Value NGN 298,732.50 298,732.50

40 31771919 Collect/Loadout pipe & 6.000 EA


shrinksleeves#PH

Item Currency Value USD 1,355.75 8,134.50


Item Currency Value NGN 497,887.50 2,987,325.00

50 31771922 Collect misc. fittings for 1.000 EA


flowline repl

Item Currency Value USD 189.81 189.81

Page 2 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510419080
SEVOIL INT`L (OIL & Date : 07.06.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value NGN 69,704.25 69,704.25

60 31771923 Clear f/l trace of all 15000.000 M3


vegetation per M2

Item Currency Value USD 0.27 4,050.00


Item Currency Value NGN 99.58 1,493,700.00

70 31771931 B7.8 Exc f/l trench 3450.000 M3


(min.depth =1.5m)

Item Currency Value USD 4.88 16,836.00


Item Currency Value NGN 1,792.40 6,183,780.00

80 31771932 B7.9 Bfill f/l 3450.000 M3


trench(min. depth =1.5m)

Item Currency Value USD 3.52 12,144.00


Item Currency Value NGN 1,294.51 4,466,059.50

90 31771940 (d) 4# (under 0.4" wall 2400.000 M


thickness)

Item Currency Value USD 16.27 39,048.00


Item Currency Value NGN 5,974.65 14,339,160.00

100 31772069 B10 (c) 4" f/l per joint 24.000 JT

Item Currency Value USD 113.88 2,733.12


Item Currency Value NGN 41,822.55 1,003,741.20

110 31772083 B12 (c) 4" f/l per joint 240.000 JT

Item Currency Value USD 18.98 4,555.20


Item Currency Value NGN 6,970.43 1,672,903.20

120 31772090 B13 (c) 4" f/l per joint 240.000 JT

Page 3 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510419080
SEVOIL INT`L (OIL & Date : 07.06.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value USD 5.42 1,300.80


Item Currency Value NGN 1,991.55 477,972.00

130 31772097 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

140 31772139 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

150 31771934 Crossing b/w 51 # 250m 150.000 M3


width

Item Currency Value USD 6.78 1,017.00


Item Currency Value NGN 2,489.44 373,416.00

160 31771966 (d) 4# (under 0.4" wall 100.000 M


thickness)

Item Currency Value USD 16.27 1,627.00


Item Currency Value NGN 5,974.65 597,465.00

170 31772206 Lay barge spread 1.000 EA

Item Currency Value USD 4,067.25 4,067.25


Item Currency Value NGN 1,493,662.50 1,493,662.50

180 31772207 Tie in barge spread 1.000 EA

Item Currency Value USD 2,711.50 2,711.50


Item Currency Value NGN 995,775.00 995,775.00

190 31772208 Muster barge 1.000 EA

Item Currency Value USD 406.73 406.73

Page 4 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510419080
SEVOIL INT`L (OIL & Date : 07.06.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value NGN 149,366.25 149,366.25

200 31771866 Surveillan/Sec Cover for 348.000 HR


wellhd, FL, MFD

Item Currency Value USD 54.23 18,872.04


Item Currency Value NGN 19,915.50 6,930,594.00

20 OPUK 33S FL REPL- SURVEY


WO/NT No : 30075045 0040 OPUK 33S FL REPL- SURVEY
WBS No. : C.NG.PCW.DL.17.001.1230
Location : OPUKUSHI F/S
Agreement no : 4610042843/00090
Final Recipient : PTP/O/NA Obiora Obiakor

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


06.06.2019 31.12.2019

The item covers the following services:

10 31772585 Boundary Re-opening of 2.400 EA


pipeline ROW,etc

Item Currency Value USD 1,355.75 3,253.80


Item Currency Value NGN 497,887.50 1,194,930.00

20 31772586 As-built Surv(AB) of 2.400 EA


Multiple pipes, etc

Item Currency Value USD 949.03 2,277.67


Item Currency Value NGN 348,521.25 836,451.00

30 31772588 RECOORDINATION OF BOUNDARY 2.400 EA


BEACONS,

Item Currency Value USD 813.45 1,952.28


Item Currency Value NGN 298,732.50 716,958.00

Page 5 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510419080
SEVOIL INT`L (OIL & Date : 07.06.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

40 31772589 RE-ESTABLISHMENT OF 5.000 LOT


BOUNDARY BEACONS

Item Currency Value USD 1,220.18 6,100.90


Item Currency Value NGN 448,098.75 2,240,493.75

50 31772590 "TOPO DATA SUP-BURYING 2.400 KM


PIPE UNDER H2O#"

Item Currency Value USD 813.45 1,952.28


Item Currency Value NGN 298,732.50 716,958.00

30 OPUK 33S FL REPL- Cathodic


protection
WO/NT No : 30075045 0050 OPUK 33S FL REPL- Cathodic protection
WBS No. : C.NG.PCW.DL.17.001.1230
Location : OPUKUSHI F/S
Agreement no : 4610042843/00050
Final Recipient : PTP/O/NA Obiora Obiakor

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


06.06.2019 31.12.2019

The item covers the following services:

10 31772250 70mm2 100.000 M

Item Currency Value USD 5.42 542.00


Item Currency Value NGN 1,991.55 199,155.00

20 31772260 Construct/Install Test 8.000 EA


Post

Item Currency Value USD 54.23 433.84


Item Currency Value NGN 19,915.50 159,324.00

Page 6 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510419080
SEVOIL INT`L (OIL & Date : 07.06.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

30 31772261 CarryOut Surv&CP bal-newly 2.000 EA


instal F/L

Item Currency Value USD 18.98 37.96


Item Currency Value NGN 6,970.43 13,940.86

40 OPUK 33S FL REPL-


MATERIALS
WO/NT No : 30075045 0060 OPUK 33S FL REPL- MATERIALS
WBS No. : C.NG.PCW.DL.17.001.1230
Location : OPUKUSHI F/S
Agreement no : 4610042843/00120
Final Recipient : PTP/O/NA Obiora Obiakor

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


06.06.2019 31.12.2019

The item covers the following services:

10 31772709 4"x3" CONC RED 0.281" WT 2.000 EA


ASTMA234-WPB BW

Item Currency Value USD 94.90 189.80


Item Currency Value NGN 34,852.13 69,704.26

20 31772711 4" ASME 600# W.N FLANGE BW 2.000 EA


RF

Item Currency Value USD 94.90 189.80


Item Currency Value NGN 34,852.13 69,704.26

30 31772715 4" - 90 DEG BEND LR BW WPB 15.000 EA

Item Currency Value USD 244.04 3,660.60


Item Currency Value NGN 89,619.75 1,344,296.25

Page 7 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510419080
SEVOIL INT`L (OIL & Date : 07.06.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

40 31772720 7/8"x150MM STUDBT/NUT 24.000 EA


A193-B7/A194-Gr 2H

Item Currency Value USD 13.56 325.44


Item Currency Value NGN 4,978.88 119,493.12

_______________________________________________________________________________________________________________________________________________

TOTAL ITEM CURRENCY VALUE USD 155,203.70


NGN57,010,175.40

TOTAL PO VALUE USD 155,203.70


NGN57,010,175.40

Page 8 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510419080
SEVOIL INT`L (OIL & Date : 07.06.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

CLAUSE KEY 410

Seller shall supply the following where applicable:


(a) copies of Operations/Maintenance manuals
(b) copies of Parts Book
(c) Schematic drawings/diagram

Seller is hereby notified that acceptance of this Purchase Order implies a firm commitment to provide the following documents at stipulated
milestones:

(a) Evidence that order has been placed with the manufacturer, trading house, or other principal source, within two (2) weeks of receipt of
Purchase Order.

(b) Evidence that the material has been shipped, e.g. Bill of Lading and other shipment documents within forty-five (45) calendar days of
delivery date indicated on Purchase Order.

(c) Evidence of Clearing and Forwarding (C&F). The Customs documents and C&F documents listed below shall be submitted as evidence
of Clearing and Forwarding during delivery of the goods.

No delivery will be accepted without the Customs Duty documentation.


Seller is also informed that they are expected to pay appropriate customs duty at the designated entry point.

The Customs documents and C&F documents required as Evidence of Clearing and Forwarding are as follows:

· e-Form ‘M’
· PAAR
· Commercial Invoice
· Airway Bill or Bill of Lading
· Packing List
· Combined Certificate of Value and Origin (CCVO)
· Single Goods Declarations (ASYCUDA)
· Custom Assessment Notice
· Bank Receipt of Payment
· Exit Note

(d) However, Seller shall advise us their best expedited delivery date if earlier than the Purchase Order delivery date.

Be reminded that SPDC reserves the right to cancel this Purchase Order if vendor fails to provide evidence of any or all of these milestones
prior to agreed order due date.

Please note the Delivery Conditions of this PO.

Page 9 of 21
Vendor Code : 126562
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SEVOIL INT`L (OIL & Date : 07.06.2019

_______________________________________________________________________________________________________________________________________________
PURCHASE ORDER TERMS FOR GOODS AND SERVICES

These terms and conditions apply to the CONTRACT between COMPANY and CONTRACTOR, which may be in the form of a purchase
order or a work statement (the #CONTRACT”). These terms and conditions are binding between COMPANY and CONTRACTOR and
supersede and replace any CONTRACTOR terms and conditions or previous contracts for SCOPE. In the event any special terms are
agreed between the parties, the special terms will prevail over terms contained in these terms and conditions. Where these terms and
conditions are attached to or incorporated in a CONTRACT issued under an existing contract, the terms and conditions of that existing
contract will prevail.

PART A

1. DEFINITIONS
Capitalised words and expressions have the following meanings when interpreting the CONTRACT:

ACCEPTANCE: COMPANY accepts SCOPE in writing or is deemed to have accepted SCOPE in the manner specified by the CONTRACT.

AFFILIATE: in reference to a PERSON, any other PERSON that: (a) directly or indirectly controls or is controlled by the first PERSON; or (b)
is directly or indirectly controlled by a PERSON that also directly or indirectly controls the first PERSON. A PERSON controls another
PERSON if that first PERSON has the power to direct or cause the direction of the management of the other PERSON, whether directly or
indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of
voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise. An AFFILIATE of COMPANY is also an
AFFILIATE of Royal Dutch Shell, plc.

AGENCY PERSONNEL: those CONTRACTOR PERSONNEL who are not direct employees but are working under the direct control and
supervision of CONTRACTOR GROUP.

ANTI-BRIBERY LAWS: all APPLICABLE LAWS that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments, or
other benefits to, any GOVERNMENT OFFICIAL or any other PERSON, including: (a) the United States Foreign Corrupt Practices Act of
1977; and (b) the United Kingdom Bribery Act 2010.

APPLICABLE LAWS: where applicable to a PERSON, property, or circumstance, and as amended from time to time: (a) statutes (including
regulations enacted under those statutes); (b) national, regional, provincial, state, municipal, or local laws; (c) judgments and orders of
courts of competent jurisdiction; (d) rules, regulations, and orders issued by government agencies, authorities, and other regulatory bodies;
and (e) regulatory approvals, permits, licences, approvals, and authorisations.

BOOKS AND RECORDS: books, accounts, contracts, records, and documentation, in electronic format or otherwise, in respect of the
CONTRACT and performance of SCOPE.

COMPANY GROUP: COMPANY and (a) its CO-VENTURERS and JOINT VENTURES; (b) any AFFILIATE of COMPANY, its JOINT
VENTURES, or its CO-VENTURERS; and (c) any director, officer, employee, or other individual working under the direct control and
supervision of COMPANY, its JOINT VENTURES, or CO-VENTURERS, or the AFFILIATES of COMPANY, its JOINT VENTURES, or
CO-VENTURERS.

COMPANY PROVIDED ITEMS: items of materials, equipment, services, or facilities, provided by COMPANY to CONTRACTOR to perform
SCOPE.

CONFIDENTIAL INFORMATION: all technical, commercial, or other information, and all documents and other tangible items that record
information, whether on paper, in machine readable format, by sound or video, by way of samples or otherwise, relating to a PERSON’s
business, including WORK PRODUCT, PERSONAL DATA and SCOPE provided to that PERSON, business plans, property, way of doing
business, business results or prospects, the terms and negotiations of the CONTRACT, proprietary software, IP RIGHTS, and business

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records.

CONSEQUENTIAL LOSS: (a) indirect or consequential losses; and (b) loss of production, loss of product, loss of use, and loss of revenue,
profit, or anticipated profit, whether direct, indirect, or consequential, and whether or not the losses were foreseeable at the time of entering
into the CONTRACT.

CONTRACT PRICE: the total amount payable by COMPANY to CONTRACTOR.

CONTRACTOR EQUIPMENT: any machinery, plant, tools, equipment, goods, materials, supplies, and other items (including all appropriate
associated spare parts, storage containers, packing, and securing) owned or contracted for by CONTRACTOR GROUP, provided title has
not passed and will not pass to COMPANY under the CONTRACT.

CONTRACTOR GROUP: CONTRACTOR and: (a) its SUBCONTRACTORS, (b) any AFFILIATE of CONTRACTOR or its
SUBCONTRACTORS; and (c) any director, officer, employee, other PERSON or AGENCY PERSONNEL employed by or acting for and on
behalf of CONTRACTOR, its SUBCONTRACTORS, or the AFFILIATES of CONTRACTOR and its SUBCONTRACTORS.

CONTRACTOR PERSONNEL: any individual provided by CONTRACTOR GROUP, whether directly or indirectly, and assigned to work in
connection with the performance of SCOPE, whether or not an employee of CONTRACTOR GROUP.

CO-VENTURER: any PERSON who is a party to a joint operating agreement, unitisation agreement, or similar agreement: (a) with
COMPANY or any of its AFFILIATES; and (b) which JOINT VENTURE or agreement is related to SCOPE performed under the
CONTRACT. A reference to CO-VENTURERS includes reference to each CO-VENTURER severally and to its respective successors and
permitted assigns.

FORCE MAJEURE EVENT: the events qualifying as a force majeure event as expressly set out in the CONTRACT.

GOODS: goods, materials, products, and equipment to be supplied by CONTRACTOR under the CONTRACT.

GOVERNMENT OFFICIAL: (a) any official or employee of any government, or any agency, ministry, or department of a government (at any
level); (b) anyone acting in an official capacity for a government regardless of rank or position; (c) any official or employee of a company
wholly or partially controlled by a government (e.g. a state-owned oil company), political party, or any official of a political party; (d) any
candidate for political office, or any officer or employee of a public international organisation (e.g. the United Nations or the World Bank);
and (e) any immediate family member (meaning a spouse, dependent child, or household member) of any of the foregoing.

HSSE STANDARDS: (a) all HSSE policies, manuals, standards, rules, and procedures, as communicated to CONTRACTOR, designed to
manage HSSE risks during performance of SCOPE under the CONTRACT; (b) all APPLICABLE LAWS relating to HSSE; and (c) any other
rules and procedures (whether issued by COMPANY GROUP or otherwise) in force at a relevant COMPANY GROUP WORKSITE at the
time of performance of SCOPE.

INDEMNIFY: release, save, indemnify, defend, and hold harmless.

INDIRECT TAXES: any of the following: (a) value added tax; (b) goods and services tax; or (c) sales tax or similar levy.

INSOLVENCY EVENT: when a PERSON (a) stops or suspends, or threatens to stop or suspend, payment of all or a material part of its
debts, or is unable to pay its debts as they fall due; (b) ceases or threatens to cease to carry on all or a substantial part of its business; (c)
begins negotiations for, starts any proceedings concerning, proposes or makes any agreement for the reorganisation, compromise, deferral,
or general assignment of, all or substantially all of its debts; (d) makes or proposes an arrangement for the benefit of some or all of its
creditors of all or substantially all of its debts; (e) takes any step with a view to the administration, winding up, or bankruptcy of that
PERSON; (f) is subject to an event in which all or substantially all of its assets are subject to any steps taken to enforce security over those
assets or to levy execution or similar process, including the appointment of a receiver, trustee in bankruptcy, or similar officer; or (g) is
subject to any event under the law of any relevant jurisdiction that has an analogous or equivalent effect to any of the INSOLVENCY

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EVENTS listed above.

IP RIGHTS: all patents, copyright, database rights, design rights, rights in CONFIDENTIAL INFORMATION, including know-how and trade
secrets, inventions, moral rights, trademarks and service marks (all whether registered or not and including all applications for any of them
and all equivalent rights in all parts of the world), whenever and however arising for their full term, and including any divisions, re-issues,
re-examinations, continuations, continuations-in-part, and renewals.

JOINT VENTURE: any entity in which an AFFILIATE of Royal Dutch Shell plc: (a) has a direct or indirect ownership interest; and (b) is not
an AFFILIATE.

LIABILITIES: liabilities for all claims, losses, damages, costs (including legal fees), and expenses.

LIENS: liens, attachments, charges, claims, or other encumbrances against SCOPE or property of COMPANY GROUP.

LIQUIDATED DAMAGES: amounts agreed in the CONTRACT that CONTRACTOR must pay to COMPANY if certain events or performance
as specified in the CONTRACT are not timely achieved.

OTHER CONTRACTOR: any other contractor engaged by COMPANY to perform WORK at the WORKSITE.

OTHER PERMITTED BUYER: (a) JOINT VENTURES; and (b) SHELL CONTRACTORS.

PERSON: (a) a natural person; or (b) a legal person, including any individual, partnership, limited partnership, firm, trust, body corporate,
government, governmental body, agency, or instrumentality, or unincorporated venture.

PERSONAL DATA: any information relating to an identified or identifiable individual, unless otherwise defined under APPLICABLE LAWS
related to the protection of individuals, the processing of such information, and security requirements for and the free movement of such
information.

RESTRICTED JURISDICTION: countries or states that are subject to comprehensive trade sanctions or embargoes (as may be amended
by the relevant governmental authorities from time to time).

RESTRICTED PARTY: (a) any PERSON targeted by national, regional, or multilateral trade or economic sanctions under APPLICABLE
LAWS; (b) any PERSON designated on the United Nations Financial Sanctions Lists, European Union (EU) or EU Member State
Consolidated Lists, US Department of the Treasury Office of Foreign Assets Control Lists, US State Department Non-proliferation Sanctions
Lists, or US Department of Commerce Denied Persons List, in force from time to time; or (c) any AFFILIATES of such PERSONS; and (d)
any PERSON acting on behalf of a PERSON referred to in the foregoing.

SCOPE: all activities and obligations to be performed by or on behalf of CONTRACTOR under the CONTRACT, including those set out in
the SCOPE description.

SERVICES: services to be supplied by CONTRACTOR under the CONTRACT, including the results of those services.

SHELL CONTRACTOR: a PERSON acting as a contractor of an AFFILIATE of Royal Dutch Shell plc.

SOFTWARE: any software forming part of SCOPE or necessary for the intended use of SCOPE, including, as applicable, the database and
all machine codes, binaries, object codes or source codes, whether in a machine or human readable form, and all improvements,
modifications, and updates, flow charts, logic diagrams, passwords, and output tapes, and any future updates, releases, and generally
available associated software items, together with the licence to use them or ownership rights in them.

STANDARDS OF PRACTICE: the sound standards, principles, and practices that are recognised and generally accepted in the international
oil, gas, and petrochemical industry.

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SUBCONTRACT: any contract between CONTRACTOR and a SUBCONTRACTOR or between a SUBCONTRACTOR and another
SUBCONTRACTOR of any tier for the performance of any part of SCOPE, including any call off under framework agreements and supply
agreements for materials.

SUBCONTRACTOR: any party to a SUBCONTRACT, other than COMPANY and CONTRACTOR, including any employers of AGENCY
PERSONNEL (except as explicitly provided otherwise).

TAXES: all taxes, duties, levies, import, export, customs, stamp or excise duties (including clearing and brokerage charges), charges,
surcharges, withholdings, deductions, or contributions that are imposed or assessed by any competent authority of the country where
SCOPE is performed or any other country in accordance with APPLICABLE LAWS.

TRADE CONTROL LAWS: all APPLICABLE LAWS concerning the import, export, or re-export of goods, software, or technology, or their
direct product, including: (a) applicable customs regulations, Council Regulation (EC) No. 428/2009; (b) any sanction regulations issued by
the Council of the European Union; (c) the International Traffic in Arms Regulations ("ITAR"); (d) the Export Administration Regulations
("EAR"); and (e) the regulations and orders issued or administered by the US Department of the Treasury, Office of Foreign Assets Control
in relation to export control, anti-boycott, and trade sanctions matters.

VARIATION: a modification or alteration of, addition to, or deletion of, all or part of SCOPE.

VARIATION ASSESSMENT: a proposal prepared by CONTRACTOR in respect of a VARIATION in which it provides full detail of the
following: (a) the impact of the proposed VARIATION on SCOPE; (b) a detailed schedule for the performance of adjusted SCOPE; (c) the
effect on the CONTRACT PRICE (if any), determined in accordance with the CONTRACT; and (d) any other information COMPANY
concludes is necessary for its evaluation.

VARIATION ORDER: a written order for a VARIATION authorised by COMPANY.

WORK PRODUCT: any and all information, reports, data, drawings, computer programs, source and object codes, program documentation,
spread sheets, presentations, analyses, results, conclusions, findings, solutions, calculations, studies, concepts, codes, manuals,
inventions, business models, designs, prototypes, magnetic data, flow charts, recommendations, working notes, specifications or other
information, documents, or materials, which arise out of or are made, created, or generated for COMPANY, directly or indirectly, in the
course of performance of SCOPE, or which are made, created, or generated from or using COMPANY GROUP’S CONFIDENTIAL
INFORMATION or COMPANY GROUP’s IP RIGHTS.

WORKSITE: lands, waters, and other places on, under, in, or through which SCOPE or activities in connection with SCOPE are to be
performed, including manufacturing, fabrication, or storage facilities, offshore installations, floating construction equipment, vessels, offices,
workshops, camps, or messing facilities. WORKSITE does not include any lands, waters, or other places used during transportation to and
from WORKSITES.

2. REQUIREMENTS PERTAINING TO SCOPE


(a) This CONTRACT is non-exclusive and carries no requirement for COMPANY to place any orders or purchase any minimum quantities.
COMPANY may acquire same or similar SCOPE from other suppliers.
(b) Time is of the essence for the performance of SCOPE.
(c) Any information supplied by COMPANY is the property of COMPANY and will not be used by CONTRACTOR for any purpose other
than for performance of the CONTRACT.

3. REQUIREMENTS PERTAINING TO GOODS


(a) CONTRACTOR guarantees that GOODS supplied in connection with the performance of SCOPE will be: (i) without fault, defect, or
deficiency; (ii) new on delivery, unless otherwise specified in the CONTRACT; (iii) fit for use for any purpose specified in the CONTRACT;
and (iv) in strict conformance with the CONTRACT and any specification, drawing, or other description supplied by COMPANY to
CONTRACTOR and agreed to as part of the CONTRACT.

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(b) Unless a different period is specified in the SCOPE DESCRIPTION, CONTRACTOR’s warranty for GOODS applies to all defects
arising within 12 months of COMPANY’s ACCEPTANCE of GOODS.
(c) Following ACCEPTANCE by COMPANY of the GOODS, the warranties set out in this Article are in lieu of all other warranties expressed
or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR retains risk of loss of and damage to the GOODS until delivery is complete in accordance with the INCOTERMS in any
case where INCOTERMS are specified, otherwise when COMPANY takes physical possession of the GOODS.
(e) Title to the GOODS will pass to COMPANY at the earlier of: (i) risk of loss of and damage to the GOODS passing to COMPANY; or (ii)
as COMPANY makes payment for the GOODS.
(f) CONTRACTOR will pack the GOODS so that they may be transported and unloaded safely. CONTRACTOR represents that, on
delivery, the GOODS will have been accurately described, classified, marked, and labelled, in accordance with the CONTRACT, all
APPLICABLE LAWS, and STANDARDS OF PRACTICE.

4. REQUIREMENTS PERTAINING TO SERVICES


4.1. SERVICES Warranties
(a) CONTRACTOR warrants that all SERVICES supplied in connection with the performance of SCOPE will be: (i) performed in accordance
with the CONTRACT; (ii) fit for use for any purpose specified in the CONTRACT; and (iii) free from any defect or deficiency.
(b) Unless a different period is specified in the SCOPE description, CONTRACTOR’s warranty for SERVICES applies to all defects arising
within 12 months of COMPANY’s ACCEPTANCE of the SERVICES.
(c) Following ACCEPTANCE by COMPANY of the SERVICES, the warranties set out in this Article are in lieu of all other warranties
expressed or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR will supply SERVICES diligently, efficiently, and carefully, in a good and professional manner, and in accordance with
the CONTRACT and all STANDARDS OF PRACTICE. CONTRACTOR will furnish all skills, labour, supervision, equipment, goods,
materials, supplies, transport, and storage required for SERVICES.

4.2. CONTRACTOR PERSONNEL in Connection with SERVICES


Where required by COMPANY, CONTRACTOR will perform at its own expense security background checks and obtain entry credentials for
CONTRACTOR PERSONNEL on COMPANY GROUP WORKSITES.

5. COMPENSATION, PAYMENT, AND INVOICING


(a) COMPANY agrees to pay the CONTRACT PRICE to CONTRACTOR in the currency specified in the Schedule of Prices, and at the
times and in the manner specified in this Article. The CONTRACT PRICE is all-inclusive except for value added tax or sales tax.
(b) CONTRACTOR will invoice only after ACCEPTANCE of SCOPE, except as otherwise provided in the CONTRACT.
(c) COMPANY will pay CONTRACTOR any undisputed amount within the time period specified in the CONTRACT after receipt of a correct
and adequately supported invoice. An invoice is considered unsupported when COMPANY cannot reasonably verify the legitimacy or
accuracy of the invoice using the information provided by CONTRACTOR or if supporting documentation is missing.
(d) Payment of an invoice is not: (i) by itself an accord and satisfaction, or otherwise a limitation of the rights of the parties in connection
with the matter; or (ii) evidence SCOPE was performed in accordance with the CONTRACT.
(e) If COMPANY disputes an invoice, COMPANY may withhold payment of any disputed part of an invoice and pay only the undisputed
part. COMPANY may, on notice to CONTRACTOR, set off any liabilities between CONTRACTOR and COMPANY arising out of the
CONTRACT or any other agreement. Any exercise by COMPANY of its rights under this provision will be without prejudice to any other
rights or remedies available to COMPANY.

6. QUALITY ASSURANCE
CONTRACTOR must have quality assurance programs in place adequate to support its performance of SCOPE.

7. ACCESS TO COMPANY SYSTEMS, INFORMATION, OR INFRASTRUCTURE


In the event that performance of SCOPE requires CONTRACTOR or CONTRACTOR PERSONNEL to access COMPANY GROUP’s
technical information, information technology, or resources (including COMPANY’s infrastructure), CONTRACTOR will sign and comply with
COMPANY’s standard terms and conditions for access and security, unless other terms applicable to the CONTRACT were agreed on by
the parties in writing.

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8. VARIATIONS
COMPANY may request, or CONTRACTOR may initiate, a VARIATION ASSESSMENT for reasons of emergency, safety, or other
reasonable necessity. CONTRACTOR is not entitled to a VARIATION for matters that were included in SCOPE, or matters that
CONTRACTOR agreed to perform or take into account in connection with the CONTRACT. COMPANY may reject or accept the
VARIATION ASSESSMENT by issuing a VARIATION ORDER.

9. INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE


(a) To confirm SCOPE complies with the CONTRACT, CONTRACTOR will perform all tests and inspections required by the CONTRACT,
APPLICABLE LAWS and, unless otherwise specified in the CONTRACT, STANDARDS OF PRACTICE.
(b) CONTRACTOR will request ACCEPTANCE from COMPANY: i) of GOODS by completion of delivery; or ii) of SERVICES by writing on
completion of SCOPE. Other than to start the period for any warranty of limited duration, ACCEPTANCE does not limit or waive any
remedies.

10. REMEDIAL ACTIONS


If defects in SCOPE are discovered, CONTRACTOR will provide a plan to remedy the defects and will remedy the defects in an expeditious
manner. Without prejudice to other remedies it may have, COMPANY may perform or have others perform some or all of the remedial
actions, and CONTRACTOR will pay or promptly reimburse COMPANY for all costs CONTRACTOR would have been liable for under the
CONTRACT where: (i) emergency situations or other HSSE risks require the immediate performance of remedial actions; (ii)
CONTRACTOR presents a plan which does not provide for expeditious completion of warranty work; or (iii) CONTRACTOR does not timely
complete the actions according to the agreed schedule. CONTRACTOR’s warranties against defects are assignable, and CONTRACTOR
will assign to COMPANY all manufacturers’ warranties or will pursue for COMPANY or its assignee all warranties that cannot be assigned.

11. RIGHTS REGARDING CUSTOMS CLEARING AGENTS (CCA)


COMPANY and CONTRACTOR anticipate that performance of SCOPE will require customs clearance activities, which might include a
Customs Clearing Agent (CCA) responsible for: (a) arranging to pass the relevant documents at customs, (b) arranging for customs
inspections as required, (c) checking and processing duty and VAT payments as applicable, and (d) applying for refunds, where applicable.
Third parties performing such activities are SUBCONTRACTORS to CONTRACTOR, unless COMPANY has agreed in writing in the
CONTRACT or an amendment thereto to assume such responsibilities, Whether or not such rights are provided for other
SUBCONTRACTORS, COMPANY is entitled to approve the selection of the CCA. CONTRACTOR will timely provide information on its
intended CCA, with sufficient supporting information as necessary to allow COMPANY to evaluate the selection. Where COMPANY
accepts the selection of the CCA, but with conditions, CONTRACTOR will take account of COMPANY’s conditions, make necessary
changes to satisfy the conditions, and re-issue its request to approve the CCA. Where COMPANY declines to approve the CCA,
CONTRACTOR will promptly propose an alternative, or COMPANY may recommend a CCA which CONTRACTOR will accept absent sound
reasons made known to COMPANY for not doing so. CONTRACTOR may not proceed with the relevant part of SCOPE until COMPANY
has given its consent. In requiring CONTRACTOR’s cooperation in allowing COMPANY to approve the CCA, COMPANY GROUP
assumes no responsibilities or liabilities for the SCOPE, which will remain as provided for all other SUBCONTRACTS.

CONTRACTOR is responsible for any performance of the Purchase Order and all activities, omissions, and defaults of its CCA, as if they
were the activities, omissions, or defaults of CONTRACTOR.

PART B

1. PERFORMANCE
(a) CONTRACTOR will participate in business performance reviews to discuss HSSE performance, CONTRACTOR’S financial condition
and other key performance indicators (KPIs).
(b) The frequency of business performance reviews will be established by the SCOPE description or alternatively, by COMPANY’S
representative.

2. TAXES

2.1 CONTRACTOR TAXES

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CONTRACTOR will be responsible for payment of all TAXES, and any interest, fines, or penalties for which CONTRACTOR GROUP is
liable for: (a) income, capital gains, and wages; and (b) import or export of CONTRACTOR EQUIPMENT, or the movement of
CONTRACTOR PERSONNEL.

2.2 INDIRECT TAXES


CONTRACTOR will add to the invoice as a separate item, and COMPANY will pay in addition to the CONTRACT PRICE, if applicable, any
INDIRECT TAXES.

2.3 Withholding
(a) Where required under APPLICABLE LAWS, COMPANY will withhold, or deduct and pay over to relevant authorities, TAXES from
amounts payable to CONTRACTOR. CONTRACTOR acknowledges that any sum withheld or deducted will, for the purpose of the
CONTRACT, be deemed to have been paid to CONTRACTOR and that the sum is a corresponding discharge of COMPANY´s liability to
CONTRACTOR under the CONTRACT.
(b) Where COMPANY makes a withholding or deduction, COMPANY will provide CONTRACTOR with credit notes upon receipt from the
Federal Inland Revenue Service (#FIRS”) or appropriate tax authority.
(c) If CONTRACTOR holds a valid exemption certificate, it will provide copies or further information to substantiate an entitlement to avoid
the withholding, which COMPANY may then rely on to apply the exemption.

3. LIENS
CONTRACTOR warrants good and clear title to SCOPE supplied. CONTRACTOR will not permit CONTRACTOR GROUP to place any
LIENS or claim any LIENS. CONTRACTOR will immediately notify COMPANY and promptly remove any LINES by CONTRACTOR
GROUP.

4. SUSPENSION
(a) COMPANY may suspend the CONTRACT or reduce SCOPE for cause by written notice with immediate effect pending COMPANY’s
decision on termination where COMPANY concludes it has grounds to terminate the CONTRACT for cause. Where suspending for cause,
CONTRACTOR will not be entitled to any VARIATION or other compensation.
(b) COMPANY may suspend the CONTRACT or reduce SCOPE for convenience at its own discretion with seven days’ prior written notice.
CONTRACTOR may seek a VARIATION if actions required by suspension impact the schedule or timing of SCOPE.
(c) COMPANY may at any time withdraw by written notice all or part of a suspension and CONTRACTOR will resume performance.

5. TERMINATION

5.1. Termination by COMPANY


(a) COMPANY may terminate the CONTRACT or reduce SCOPE for cause by written notice with immediate effect if: (i) in connection with
the performance of the CONTRACT, CONTRACTOR breaches its own Business Principles, or if it has no equivalent principles, then Shell’s
Business Principles; (ii) any member of CONTRACTOR GROUP violates ANTI-BRIBERY LAWS, applicable competition laws, TRADE
CONTROL LAWS, other APPLICABLE LAWS, or HSSE STANDARDS or causes COMPANY to be in violation of those laws; (iii) any
member of CONTRACTOR GROUP becomes a RESTRICTED PARTY; or (iv) CONTRACTOR is subject to an INSOLVENCY EVENT.
(b) COMPANY may terminate the CONTRACT or reduce SCOPE for cause where COMPANY determines CONTRACTOR materially
breached a term or condition of the CONTRACT other than those set out in the preceding paragraph. COMPANY will first provide written
notice which may require CONTRACTOR to remedy the breach, or COMPANY may terminate the CONTRACT if COMPANY determines the
breach is not capable of timely remedy, or it is not subsequently remedied.
(c) COMPANY may terminate the CONTRACT or reduce SCOPE for convenience at its own discretion with 30 days’ prior written notice.

5.2. Termination by CONTRACTOR


(a) CONTRACTOR may terminate the CONTRACT with prior written notice of at least 30 days when: (i) COMPANY fails to pay an
undisputed amount to CONTRACTOR that is properly presented, due, and payable for more than 60 days; and (ii) COMPANY fails to cure
or provide proper grounds for non-payment during the notice period.
(b) CONTRACTOR’S termination rights do not apply to non-payment in the case of COMPANY’S valid exercise of set off rights.

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5.3. CONTRACTOR Obligations on Termination
On any termination, CONTRACTOR will promptly cease performance, give access to SCOPE in progress, avoid unreasonable interference
with others, and take reasonable steps to allow COMPANY to complete SCOPE, including turning over all documentation for SCOPE and
SOFTWARE which was to be supplied in connection with the CONTRACT.

5.4. Compensation in the Event of Termination


(a) On any termination, COMPANY will determine and pay (subject to valid set offs) the amounts owed to CONTRACTOR for SCOPE
properly performed prior to termination.
(b) If COMPANY terminates the CONTRACT #for convenience” or CONTRACTOR validly terminates for non-payment, COMPANY will also
pay reasonable, unavoidable, and auditable demobilisation costs that COMPANY has specifically agreed elsewhere in the CONTRACT to
pay on termination for convenience by COMPANY.

5.5. Exclusive Reasons for Termination


The parties waive any right to terminate, rescind, or otherwise end the CONTRACT, on grounds other than those set out in the CONTRACT.

6. LIQUIDATED DAMAGES
Any LIQUIDATED DAMAGES set out in the CONTRACT are genuine pre-estimates of the losses that may be sustained by failure of
performance. COMPANY may claim demonstrated general damages in any case where LIQUIDATED DAMAGES are unenforceable.

7. LIABILITIES AND INDEMNITIES


(a) Liability for loss of and damage to property and for personal injury, death, or disease to any PERSON, arising in connection with the
CONTRACT, will be determined in accordance with APPLICABLE LAW.
(b) Neither party will be liable to the other for that other party’s own CONSEQUENTIAL LOSS, REGARDLESS OF NEGLIGENCE OR
OTHER FAULT.
(c) Neither party excludes or limits its LIABILITIES to the extent they may not be excluded under APPLICABLE LAW.

8. INSURANCE
Prior to commencement of performance, CONTRACTOR will arrange any insurance required by APPLICABLE LAW, and maintain that
insurance in effect throughout the duration of the CONTRACT. Satisfaction of the obligation to procure insurance and perform other actions
in connection with this Article will not relieve CONTRACTOR of any other obligations or LIABILITIES.

9. COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS

9.1. APPLICABLE LAWS


CONTRACTOR will comply with APPLICABLE LAWS in the performance of the CONTRACT and will notify COMPANY of any material
breaches.

9.2. Business Principles


(a) CONTRACTOR acknowledges that it has actual knowledge of: (i) the Shell General Business Principles, at www.shell.com/sgbp, and
Shell’s Supplier Principles, at www.shell.com/suppliers; (ii) Shell’s Code of Conduct, at
http://www.shell.com/home/content/aboutshell/who_we_are/our_values/code_of_conduct/; and iii) Shell’s Global Helpline, at
http://www.shell.com/ home/content/aboutshell/who_we_are/our_values/compliance_helpline/.
(b) CONTRACTOR agrees that it and each member of CONTRACTOR GROUP will adhere to and notify of violations of the principles
contained in the Shell General Business Principles and Shell Supplier Principles (or where CONTRACTOR has adopted equivalent
principles, to those equivalent principles) in all its dealings with or on behalf of COMPANY, in connection with this CONTRACT and related
matters.
(c) If CONTRACTOR GROUP supplies staff that work on behalf of COMPANY or represent COMPANY, CONTRACTOR commits that the
staff will behave in a manner that is consistent with the Shell Code of Conduct.

9.3. Anti-Bribery and Corruption


(a) CONTRACTOR represents that, in connection with this CONTRACT and related matters: (i) it is knowledgeable about ANTI-BRIBERY

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LAWS applicable to the performance of the CONTRACT, including the Corrupt Practices and Other Related Offences Act, Laws of the
Federation of Nigeria 2004; Criminal Code Act Cap. 38, Laws of the Federation of Nigeria 2004; the Penal Code (Northern States) Federal
Provisions Act Cap.P3, Laws of the Federation of Nigeria, 2004; the Economic and Financial Crimes Commission (Establishment) Act Cap.
E.1, Laws of the Federation of Nigeria, 2004, (all as amended from time to time), and will comply with all such laws; (ii) CONTRACTOR
GROUP has not made, offered, authorised, or accepted, and will not make, offer, authorise, or accept, any payment, gift, promise, or other
advantage, whether directly or through any other PERSON, to or for the use or benefit of any GOVERNMENT OFFICIAL or any other
PERSON where that payment, gift, promise, or other advantage would:
(a) comprise a facilitation payment; or (B) violate the relevant ANTI-BRIBERY LAWS.
(b) CONTRACTOR will immediately notify COMPANY if CONTRACTOR receives or becomes aware of any request from a GOVERNMENT
OFFICIAL or any other PERSON that is prohibited by the preceding paragraph.
(c) CONTRACTOR will maintain adequate internal controls and procedures to ensure compliance with ANTI-BRIBERY LAWS, including the
ability to demonstrate compliance through adequate and accurate recording of transactions in its BOOKS AND RECORDS.
(d) COMPANY will have the right to confirm compliance with ANTI-BRIBERY LAWS and record keeping by audit. CONTRACTOR will keep
BOOKS AND RECORDS available for audit for a period as directed by COMPANY for at least as long as the period for retention of records
for financial and performance audit.
(e) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES arising out of CONTRACTOR’s breach of ANTI-BRIBERY
LAWS or any related undertakings under this Article.

9.4. Export and Trade Controls


(a) CONTRACTOR will comply with, all applicable TRADE CONTROL LAWS and will provide COMPANY with necessary data to comply
with TRADE CONTROL LAWS.
(b) CONTRACTOR will ensure that, except with the prior written consent of COMPANY: (i) COMPANY PROVIDED ITEMS are not
exported, provided, or made available to any RESTRICTED JURISDICTION or RESTRICTED PARTIES; (ii) CONTRACTOR PERSONNEL
with access to COMPANY GROUP’s technical information, information technology resources (including COMPANY GROUP’s
infrastructure), or COMPANY GROUP WORKSITES, are not RESTRICTED PARTIES or nationals of a RESTRICTED JURISDICTION; and
(iii) CONTRACTOR will not utilise SUBCONTRACTORS that are RESTRICTED PARTIES.

9.5. PERSONAL DATA Protection


(a) CONTRACTOR will implement all appropriate security measures to protect PERSONAL DATA against accidental, unlawful, or
unauthorised (i) destruction, (ii) loss, (iii) alteration, (iv) disclosure, or (v) access (including remote access). CONTRACTOR will protect
PERSONAL DATA against all other forms of unlawful processing, including unnecessary collection, transfer, or processing, beyond what is
strictly necessary for the performance of SCOPE.
(b) CONTRACTOR is not authorized to and will not process COMPANY GROUP PERSONAL DATA, whether or not included in the SCOPE
description, unless CONTRACTOR has first entered into a data privacy agreement as instructed by COMPANY.

9.6. Health, Safety, Security, and Environment (#HSSE”)


In performing SCOPE at COMPANY GROUP WORKSITES, CONTRACTOR will at all times: (i) pursue Shell’s HSSE principle of Goal Zero;
(ii) comply with Shell’s #Life Saving Rules”, at http://www.shell.com/global/environment- society/safety/culture.html; and (iii) comply with
other applicable HSSE STANDARDS.

9.7 Local Content and Opportunity


(a) CONTRACTOR will abide by and comply, and cause its SUBCONTRACTORS to comply, with all APPLICABLE LAWS on Nigerian
content, which is defined in the Nigerian Oil & Gas Industry Content Development Act to mean #the quantum of composite value added to
or created in the Nigerian economy by a systematic development of capacity and capabilities through the deliberate utilisation of Nigerian
human, material resources, and services in the Nigerian oil and gas industry”. CONTRACTOR will also maximise Nigerian Content in
performance of SCOPE.
(b) CONTRACTOR will promote the sustainable development of Nigerian businesses as suppliers and service providers, establish training
programs when specified by COMPANY, as well as utilise, as much as possible, goods and services procured from Nigerian markets.
(c) Any contravention of the Nigerian Oil and Gas Industry Content Development Act or failure by CONTRACTOR to comply with its Nigerian
content obligations as outlined in the CONTRACT, will entitle COMPANY to terminate the CONTRACT. CONTRACTOR will include the
provisions of this Article in all its SUBCONTRACTS.

Page 18 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510419080
SEVOIL INT`L (OIL & Date : 07.06.2019

_______________________________________________________________________________________________________________________________________________

10. CONFIDENTIAL INFORMATION


(a) CONTRACTOR will not disclose or permit a disclosure to a third party of COMPANY GROUP’s CONFIDENTIAL INFORMATION
without the prior written consent of COMPANY and will use COMPANY GROUP’s CONFIDENTIAL INFORMATION only in connection with
performance of the CONTRACT.
(b) Information that CONTRACTOR can prove at disclosure is public knowledge, in the possession of CONTRACTOR without binder of
secrecy, or developed independently of COMPANY’s CONFIDENTAL INFORMATION is not CONFIDENTIAL INFORMATION. Restrictions
on disclosure of COMPANY’s CONFIDENTIAL INFORMATION will cease if CONTRACTOR can prove that the information had become
part of the public knowledge through no fault of CONTRACTOR GROUP or is subsequently disclosed to CONTRACTOR without an
obligation of confidentiality by a third party who has the legal right to do so.
(c) On COMPANY’s request, CONTRACTOR will return promptly any CONFIDENTIAL INFORMATION and delete it from electronic
storage, and delete or destroy all extracts or analyses that reflect any CONFIDENTIAL INFORMATION.
(d) Except where the obligation is expressly stated elsewhere in the CONTRACT or through a separate agreement, COMPANY GROUP will
not have an obligation of non-disclosure or non-use regarding information provided by CONTRACTOR or any other member of
CONTRACTOR GROUP.
(e) CONTRACTOR must obtain written approval from COMPANY before proceeding with any external communications in connection with
the CONTRACT, disclosure of business relationships, or use of COMPANY’s trademarks.

11. INTELLECTUAL PROPERTY


(a) Except for IP RIGHTS vested in CONTRACTOR as provided below, all ownership rights, title, and interest in and to SCOPE and WORK
PRODUCT will vest in COMPANY. This CONTRACT does not grant CONTRACTOR GROUP any rights, title, or interest in or to COMPANY
GROUP’s IP RIGHTS, other than those set out in the CONTRACT. IP RIGHTS created by modifications, amendments, enhancements, or
improvements (including tailor-made to the specifications of COMPANY) to COMPANY GROUP’s IP RIGHTS, or made using COMPANY
GROUP’s CONFIDENTIAL INFORMATION, will vest with COMPANY or its nominee when created.
(b) CONTRACTOR, warranting that it is entitled to do so, grants to COMPANY GROUP the irrevocable, non-exclusive, perpetual,
worldwide, royalty-free right and licence, with the right to grant sub-licences, to possess, and use any of CONTRACTOR’s IP RIGHTS
embodied in SCOPE, including the right to import, export, operate, sell, maintain, modify and repair SCOPE. CONTRACTOR warrants that
any possession or use of SCOPE as delivered by CONTRACTOR or of CONTRACTOR’s IP RIGHTS will not infringe the IP RIGHTS of any
third party.
(c) COMPANY’s ownership rights in SCOPE under this article will not extend to CONTRACTOR’s IP RIGHTS that: (i) pre-existed
performance under the CONTRACT; (ii) are developed independently from performance of the CONTRACT; or (iii) are used by
CONTRACTOR in connection with or to perform the CONTRACT, but are not based on or arising out of COMPANY GROUP’s IP RIGHTS
or CONFIDENTIAL INFORMATION.
(d) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees, transferees, and sublicensees permitted by this CONTRACT for any
LIABILITIES resulting from any claim that the possession or use of any SCOPE or WORK PRODUCT infringes or misappropriates the IP
RIGHTS of any third party.

12. FINANCIAL AND PERFORMANCE AUDIT


(a) COMPANY will have the right to audit: (i) invoiced charges and proper invoicing; (ii) other BOOKS AND RECORDS; and (iii) the
performance of any other of CONTRACTOR’s obligations under the CONTRACT, where capable of being verified by audit.
(b) Based on the findings of the audit the parties will settle any amounts charged incorrectly within 45 days of any audit finding; and
CONTRACTOR will provide or re-perform any SCOPE where the requirement to do so is identified by any audit within 45 days of any audit
finding.
(c) CONTRACTOR will keep BOOKS AND RECORDS available for audit for the longer of the following periods: (i) five years following
termination of the CONTRACT or any longer period as required by APPLICABLE LAWS; or (ii) two years after the period expires on any
obligation of CONTRACTOR to perform or re-perform any SCOPE.
(d) If a longer period is specified in the CONTRACT for retention of relevant records for compliance with ANTI-BRIBERY LAWS,
CONTRACTOR will comply with that requirement.

13. RELATIONSHIP OF THE PARTIES


(a) CONTRACTOR is an independent contractor in all aspects of performance under the CONTRACT. CONTRACTOR is responsible for the

Page 19 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510419080
SEVOIL INT`L (OIL & Date : 07.06.2019

_______________________________________________________________________________________________________________________________________________
method and manner of performance to achieve the results required by the CONTRACT.
(b) Neither the CONTRACT nor its performance creates a partnership or joint venture. No party is appointed as agent of the other. The
CONTRACT does not permit CONTRACTOR to make any commitment on behalf of COMPANY GROUP.
(c) CONTRACTOR and CONTRACTOR PERSONNEL are not to be considered employees of any member of COMPANY GROUP and are
not eligible to participate in any of COMPANY GROUP’s employee benefit plans. CONTRACTOR will indemnify COMPANY GROUP for any
LIABILITIES related to claims for private or governmental benefits by CONTRACTOR or CONTRACTOR PERSONNEL.

14. CONTRACTOR PERSONNEL AND SUBCONTRACTING


(a) CONTRACTOR is responsible for any SCOPE performed by and all activities, omissions, and defaults of any SUBCONTRACTOR and
all CONTRACTOR PERSONNEL as if they were the activities, omissions, or defaults of CONTRACTOR.
(b) CONTRACTOR may not subcontract any part of its obligations under the CONTRACT except as agreed in writing by COMPANY.
(c) CONTRACTOR will ensure that SUBCONTRACTS are in all material respects consistent with the terms and conditions of the
CONTRACT.

15. ASSIGNMENT
An assignment or novation by a party of all or part of the CONTRACT requires the written consent of the other party, except that COMPANY
may assign and novate all or part of the CONTRACT to an AFFILIATE without the consent of CONTRACTOR by giving written notice to
CONTRACTOR.

16. FORCE MAJEURE


(a) COMPANY and CONTRACTOR are each excused from performance of the affected part of an obligation of the CONTRACT while
performance is prevented by a FORCE MAJEURE EVENT unless the event was contributed to by the fault of the party or was due to
circumstances that could have been avoided or mitigated by the exercise of reasonable diligence.
(b) Only the following are FORCE MAJEURE EVENTS: (i) riots, wars, blockades, or threats or acts of sabotage or terrorism; (ii)
earthquakes, floods, fires, named hurricanes or cyclones, tidal waves, tornadoes, or other natural physical disasters; (iii) radioactive
contamination, epidemics, maritime or aviation disasters; (iv) strikes or labour disputes at a national or regional level or involving labour not
forming part of CONTRACTOR GROUP or COMPANY GROUP, which materially impair the ability of the party claiming force majeure to
perform the CONTRACT; (v) government sanctions, embargoes, mandates, or laws, that prevent performance; (vi) inability of a party to
timely obtain licences, permits, or governmental consents required for performance; or (vii) non-performance of a party’s
SUBCONTRACTOR where the SUBCONTRACTOR has been or is affected by one of the above FORCE MAJEURE EVENTS. However,
performance will only be excused under this sub-paragraph if the parties to the CONTRACT agree that substitute performance by another
SUBCONTRACTOR is impracticable under the circumstances.
(c) A party whose performance is delayed or prevented will use reasonable endeavours to notify the other party and mitigate the effects of
any FORCE MAJEURE.
(d) COMPANY may terminate the CONTRACT if any FORCE MAJEURE EVENT results in a delay that exceeds 90 consecutive or 180
cumulative days.

17. NOTICES
All notices or other communications under the CONTRACT must be in English and in writing, and: (i) delivered by hand; (ii) sent by prepaid
courier; (iii) sent by registered post; or (iv) sent by email with confirmation receipt requested. Notices and communications are effective
when actually delivered at the address specified in the CONTRACT.

18. GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES

18.1. Governing Law


This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its subject matter or formation, including
any non-contractual disputes or claims, will be exclusively governed by and construed in accordance with the laws of the Federal Republic
of Nigeria, excluding conflict of law rules and choice of law principles that provide otherwise. The United Nations Convention on the
International Sale of Goods will not apply to this CONTRACT.

18.2. Dispute Resolution

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SEVOIL INT`L (OIL & Date : 07.06.2019

_______________________________________________________________________________________________________________________________________________
(a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or formation, whether in tort, contract,
under statute, or otherwise, including any question regarding its existence, validity, interpretation, breach, or termination, and including any
non-contractual claim, will be finally and exclusively resolved by arbitration under the Arbitration and Conciliation Act, Cap. A18, Laws of the
Federation of Nigeria, 2004 (#the ACT”), and any amendments to the ACT .
(b) The arbitral tribunal, to be appointed in accordance with the arbitration rules, will consist of one arbitrator. However, if either party asserts
the amount in controversy exceeds USD $5 million, then the tribunal will consist of three arbitrators.
(c) The seat of the arbitration will be Lagos, Nigeria.
(d) The language of the arbitration will be English.
(e) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar interim relief from any court with
competent jurisdiction. Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the parties. The
parties will carry out the award without delay. Judgment upon any award or order may be entered in any court having jurisdiction. All aspects
of the arbitration will be considered confidential.

18.3. Specific Performance


COMPANY is entitled to specific performance of the CONTRACT.

19. ADDITIONAL LEGAL PROVISIONS


(a) The parties retain their rights and remedies under APPLICABLE LAWS, subject to any provisions in the CONTRACT that provide
otherwise.
(b) A provision of the CONTRACT is not waived unless made in writing by an authorised representative of the waiving party.
(c) Provisions that state that they survive or by their nature are intended to survive completion of performance or termination of the
CONTRACT do so, along with all remedies attached to them.
(d) Amendments to the CONTRACT must be made in writing and signed by the parties’ authorised representatives in order to be binding.
(e) Members of CONTRACTOR GROUP or COMPANY GROUP not a party to the CONTRACT, but conferred rights in it are entitled to
enforce those rights, but are not required to consent to amend or terminate those rights.
(f) The CONTRACT sets forth the entire agreement between the parties concerning its subject matter and supersedes any other
agreements or statements pertaining to the same subject matter, except those agreements or statements expressly referenced in the
CONTRACT as included. Any confidentiality agreement pertaining to the subject matter will remain in effect according to its terms, unless
the CONTRACT provides that it is terminated or replaced.

_____________________________________________
For The Shell Petroleum Dev.Company of Nigeria Ltd

(hereinafter called SHELL)

Page 21 of 21
The Shell Petroleum Development Company of Nigeria Limited
Shell Industrial Area
Rumuobiakani
P.O. Box 263
Port Harcourt
Rivers State.

Vendor Code : 126562 PURCHASE ORDER


SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL & PO Number : 4510425548
2 CHIEF DAVIES IKANYA DRIVE Date : 30.09.2019
OFF BOSKEL RD, KM 17 ABA/PHC EX Buyer : BATCHNG01PO C/o PHAOKJ
PORT-HARCOURT Tel. No. : 20813
Nigeria Fax No. : 39103
E-mail : dorisogeonyema@yahoo.co.uk E-mail : evelyn.akin-longe@shell.com

Contact Person : DORIS ONYEM Our Reference : NG01018387


Telephone No. : 08023083278 Variation No. : Original
Fax No. : 08034050771 Urgency : NORMAL
Ordered By : Engineering

Please deliver to:


SPDC Work Management Plant
SPDC Work Management Plant
Port Harcourt
Nigeria

Scope of Supply
Please supply/deliver the services/materials shown below, subject to all terms and conditions incorporated and forming part of
this purchase order, which shall be only express terms of contract.

The provisions of the contract (if any) between Shell and Contractor, numbered and referenced above ("the Contract"), shall be
applicable to and shall govern this Purchase Order. Notwithstanding any provisions to the contrary, the contract (if any) shall take
precedence over the General Conditions stated in the Purchase Order.

Terms of Payment: 45 Days Net - No Discount

General Instructions

The Total PO Value shall mean the maximum anticipated value of services to be executed under this
PO for the duration of the contract. Notwithstanding the stated Total PO Value, the parties hereby
expressly acknowledge that the Contractor is not entitled to the Total PO value unless the services
rendered and reflected in the Work Completion Certificates (WCC) aggregate to that value. The total
payments due to the Vendor shall always be limited to the value of services rendered

Page 1 of 19
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425548
SEVOIL INT`L (OIL & Date : 30.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

10 OPUK12L HK-UP ARM SURFACE


COMMINGLING
WO/NT No : 22785737 0010
Agreement no : 4610042843/00020
Final Recipient : OMON SEVOIL

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


25.09.2019 31.12.2019

The item covers the following services:

10 31771868 B1 mob (b) -Tie-in barge 0.250 EA

Item Currency Value USD 6,778.75 1,694.69


Item Currency Value NGN 2,489,437.50 622,359.38

20 31771869 B1 mob (c) -Muster barge 0.250 EA

Item Currency Value USD 813.45 203.36


Item Currency Value NGN 298,732.50 74,683.13

30 31771911 B2 inter area move (b) 0.250 EA


-Tie-in barge

Item Currency Value USD 3,524.95 881.24


Item Currency Value NGN 1,294,507.50 323,626.88

40 31771912 B2 inter area move (c) 0.250 EA


-Muster barge

Item Currency Value USD 813.45 203.36


Item Currency Value NGN 298,732.50 74,683.13

50 31771921 B5.3 Coll fit w/h 1.000 EA


platfm/hook up kit

Item Currency Value USD 189.81 189.81


Item Currency Value NGN 69,704.25 69,704.25

Page 2 of 19
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425548
SEVOIL INT`L (OIL & Date : 30.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

60 31772111 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

70 31772186 Pressure Test hkup 1.000 EA


arm@5400psi for 24hrs

Item Currency Value USD 542.30 542.30


Item Currency Value NGN 199,155.00 199,155.00

80 31772189 Fab/inst oil wellhd hkup 1.000 EA


arm & paint arm

Item Currency Value USD 1,898.05 1,898.05


Item Currency Value NGN 697,042.50 697,042.50

20 OPUK12L HK-UP ARM


MATERIALS
WO/NT No : 22786574 0010
Agreement no : 4610042843/00120
Final Recipient : PTP/O/NA Sagbe Seprebo

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


30.09.2019 31.12.2019

The item covers the following services:

10 31772685 4" CAP SCH XXS ASTM 1.000 EA


A234-WPB

Item Currency Value USD 108.46 108.46


Item Currency Value NGN 39,831.00 39,831.00

20 31772686 2-12"X1/2" BRANCH NIPPLE 6.000 EA

Page 3 of 19
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425548
SEVOIL INT`L (OIL & Date : 30.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

API 5000# CS

Item Currency Value USD 122.02 732.12


Item Currency Value NGN 44,809.88 268,859.28

30 31772688 1/2 GLOBE VALVE 1500# FLG. 3.000 EA


ENDS

Item Currency Value USD 2,711.50 8,134.50


Item Currency Value NGN 995,775.00 2,987,325.00

40 31772689 3" BALL VALVE API 5000# 1.000 EA


FLG ENDS

Item Currency Value USD 1,626.90 1,626.90


Item Currency Value NGN 597,465.00 597,465.00

50 31772690 1/2" W.N FLANGE SCH 160 6.000 EA


API 5000#

Item Currency Value USD 37.96 227.76


Item Currency Value NGN 13,940.85 83,645.10

60 31772692 3" W.N FLANGE API 5000# 2.000 EA


BORE 2.30"

Item Currency Value USD 162.69 325.38


Item Currency Value NGN 59,746.50 119,493.00

70 31772693 3" W.N FLANGE API 5000LB 2.000 EA


RTJ BORE 2.624"

Item Currency Value USD 162.69 325.38


Item Currency Value NGN 59,746.50 119,493.00

80 31772694 3" BLIND FLANGE API 5000# 1.000 EA

Item Currency Value USD 135.58 135.58


Item Currency Value NGN 49,788.75 49,788.75

Page 4 of 19
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425548
SEVOIL INT`L (OIL & Date : 30.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

90 31772703 R=35 RTJ GASKET OCTAGONAL 6.000 EA


CAD. PLATED

Item Currency Value USD 67.79 406.74


Item Currency Value NGN 24,894.38 149,366.28

100 31772704 R=35 RTJ GASKET GUARD 5.000 EA

Item Currency Value USD 32.54 162.70


Item Currency Value NGN 11,949.30 59,746.50

110 31772705 PRESSURE GUAGE RANGE 1.000 EA


(0-400BAR)

Item Currency Value USD 108.46 108.46


Item Currency Value NGN 39,831.00 39,831.00

120 31772708 3" ASME 600# GASKET SPIRAL 1.000 EA


WOUND

Item Currency Value USD 27.12 27.12


Item Currency Value NGN 9,957.75 9,957.75

130 31772710 4"x3" CONC RED SCH XXS 1.000 EA


ASTM A234-WPW BW

Item Currency Value USD 94.90 94.90


Item Currency Value NGN 34,852.13 34,852.13

140 31772712 4" ASME 1500# W.N FLANGE 1.000 EA


BW RF

Item Currency Value USD 94.90 94.90


Item Currency Value NGN 34,852.13 34,852.13

150 31772692 3" W.N FLANGE API 5000# 1.000 EA


BORE 2.30"

Page 5 of 19
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425548
SEVOIL INT`L (OIL & Date : 30.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value USD 162.69 162.69


Item Currency Value NGN 59,746.50 59,746.50

160 31772694 3" BLIND FLANGE API 5000# 1.000 EA

Item Currency Value USD 135.58 135.58


Item Currency Value NGN 49,788.75 49,788.75

170 31772695 3" STR. TEE SCH XXS ASTM 1.000 EA


A234-WPB BW

Item Currency Value USD 149.13 149.13


Item Currency Value NGN 54,767.63 54,767.63

180 31772696 3"-90 DEG BEND 0.600" API 1.000 EA


5LX-52 BW, etc

Item Currency Value USD 135.58 135.58


Item Currency Value NGN 49,788.75 49,788.75

190 31772715 4" - 90 DEG BEND LR BW WPB 1.000 EA

Item Currency Value USD 244.04 244.04


Item Currency Value NGN 89,619.75 89,619.75

_______________________________________________________________________________________________________________________________________________

TOTAL ITEM CURRENCY VALUE USD 19,384.57


NGN 7,118,795.57

TOTAL PO VALUE USD 19,384.57


NGN 7,118,795.57

Page 6 of 19
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425548
SEVOIL INT`L (OIL & Date : 30.09.2019

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

CLAUSE KEY 410

Seller shall supply the following where applicable:


(a) copies of Operations/Maintenance manuals
(b) copies of Parts Book
(c) Schematic drawings/diagram

Seller is hereby notified that acceptance of this Purchase Order implies a firm commitment to provide the following documents at stipulated
milestones:

(a) Evidence that order has been placed with the manufacturer, trading house, or other principal source, within two (2) weeks of receipt of
Purchase Order.

(b) Evidence that the material has been shipped, e.g. Bill of Lading and other shipment documents within forty-five (45) calendar days of
delivery date indicated on Purchase Order.

(c) Evidence of Clearing and Forwarding (C&F). The Customs documents and C&F documents listed below shall be submitted as evidence
of Clearing and Forwarding during delivery of the goods.

No delivery will be accepted without the Customs Duty documentation.


Seller is also informed that they are expected to pay appropriate customs duty at the designated entry point.

The Customs documents and C&F documents required as Evidence of Clearing and Forwarding are as follows:

· e-Form ‘M’
· PAAR
· Commercial Invoice
· Airway Bill or Bill of Lading
· Packing List
· Combined Certificate of Value and Origin (CCVO)
· Single Goods Declarations (ASYCUDA)
· Custom Assessment Notice
· Bank Receipt of Payment
· Exit Note

(d) However, Seller shall advise us their best expedited delivery date if earlier than the Purchase Order delivery date.

Be reminded that SPDC reserves the right to cancel this Purchase Order if vendor fails to provide evidence of any or all of these milestones
prior to agreed order due date.

Please note the Delivery Conditions of this PO.

Page 7 of 19
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425548
SEVOIL INT`L (OIL & Date : 30.09.2019

_______________________________________________________________________________________________________________________________________________
PURCHASE ORDER TERMS FOR GOODS AND SERVICES

These terms and conditions apply to the CONTRACT between COMPANY and CONTRACTOR, which may be in the form of a purchase
order or a work statement (the #CONTRACT”). These terms and conditions are binding between COMPANY and CONTRACTOR and
supersede and replace any CONTRACTOR terms and conditions or previous contracts for SCOPE. In the event any special terms are
agreed between the parties, the special terms will prevail over terms contained in these terms and conditions. Where these terms and
conditions are attached to or incorporated in a CONTRACT issued under an existing contract, the terms and conditions of that existing
contract will prevail.

PART A

1. DEFINITIONS
Capitalised words and expressions have the following meanings when interpreting the CONTRACT:

ACCEPTANCE: COMPANY accepts SCOPE in writing or is deemed to have accepted SCOPE in the manner specified by the CONTRACT.

AFFILIATE: in reference to a PERSON, any other PERSON that: (a) directly or indirectly controls or is controlled by the first PERSON; or (b)
is directly or indirectly controlled by a PERSON that also directly or indirectly controls the first PERSON. A PERSON controls another
PERSON if that first PERSON has the power to direct or cause the direction of the management of the other PERSON, whether directly or
indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of
voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise. An AFFILIATE of COMPANY is also an
AFFILIATE of Royal Dutch Shell, plc.

AGENCY PERSONNEL: those CONTRACTOR PERSONNEL who are not direct employees but are working under the direct control and
supervision of CONTRACTOR GROUP.

ANTI-BRIBERY LAWS: all APPLICABLE LAWS that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments, or
other benefits to, any GOVERNMENT OFFICIAL or any other PERSON, including: (a) the United States Foreign Corrupt Practices Act of
1977; and (b) the United Kingdom Bribery Act 2010.

APPLICABLE LAWS: where applicable to a PERSON, property, or circumstance, and as amended from time to time: (a) statutes (including
regulations enacted under those statutes); (b) national, regional, provincial, state, municipal, or local laws; (c) judgments and orders of
courts of competent jurisdiction; (d) rules, regulations, and orders issued by government agencies, authorities, and other regulatory bodies;
and (e) regulatory approvals, permits, licences, approvals, and authorisations.

BOOKS AND RECORDS: books, accounts, contracts, records, and documentation, in electronic format or otherwise, in respect of the
CONTRACT and performance of SCOPE.

COMPANY GROUP: COMPANY and (a) its CO-VENTURERS and JOINT VENTURES; (b) any AFFILIATE of COMPANY, its JOINT
VENTURES, or its CO-VENTURERS; and (c) any director, officer, employee, or other individual working under the direct control and
supervision of COMPANY, its JOINT VENTURES, or CO-VENTURERS, or the AFFILIATES of COMPANY, its JOINT VENTURES, or
CO-VENTURERS.

COMPANY PROVIDED ITEMS: items of materials, equipment, services, or facilities, provided by COMPANY to CONTRACTOR to perform
SCOPE.

CONFIDENTIAL INFORMATION: all technical, commercial, or other information, and all documents and other tangible items that record
information, whether on paper, in machine readable format, by sound or video, by way of samples or otherwise, relating to a PERSON’s
business, including WORK PRODUCT, PERSONAL DATA and SCOPE provided to that PERSON, business plans, property, way of doing
business, business results or prospects, the terms and negotiations of the CONTRACT, proprietary software, IP RIGHTS, and business

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records.

CONSEQUENTIAL LOSS: (a) indirect or consequential losses; and (b) loss of production, loss of product, loss of use, and loss of revenue,
profit, or anticipated profit, whether direct, indirect, or consequential, and whether or not the losses were foreseeable at the time of entering
into the CONTRACT.

CONTRACT PRICE: the total amount payable by COMPANY to CONTRACTOR.

CONTRACTOR EQUIPMENT: any machinery, plant, tools, equipment, goods, materials, supplies, and other items (including all appropriate
associated spare parts, storage containers, packing, and securing) owned or contracted for by CONTRACTOR GROUP, provided title has
not passed and will not pass to COMPANY under the CONTRACT.

CONTRACTOR GROUP: CONTRACTOR and: (a) its SUBCONTRACTORS, (b) any AFFILIATE of CONTRACTOR or its
SUBCONTRACTORS; and (c) any director, officer, employee, other PERSON or AGENCY PERSONNEL employed by or acting for and on
behalf of CONTRACTOR, its SUBCONTRACTORS, or the AFFILIATES of CONTRACTOR and its SUBCONTRACTORS.

CONTRACTOR PERSONNEL: any individual provided by CONTRACTOR GROUP, whether directly or indirectly, and assigned to work in
connection with the performance of SCOPE, whether or not an employee of CONTRACTOR GROUP.

CO-VENTURER: any PERSON who is a party to a joint operating agreement, unitisation agreement, or similar agreement: (a) with
COMPANY or any of its AFFILIATES; and (b) which JOINT VENTURE or agreement is related to SCOPE performed under the
CONTRACT. A reference to CO-VENTURERS includes reference to each CO-VENTURER severally and to its respective successors and
permitted assigns.

FORCE MAJEURE EVENT: the events qualifying as a force majeure event as expressly set out in the CONTRACT.

GOODS: goods, materials, products, and equipment to be supplied by CONTRACTOR under the CONTRACT.

GOVERNMENT OFFICIAL: (a) any official or employee of any government, or any agency, ministry, or department of a government (at any
level); (b) anyone acting in an official capacity for a government regardless of rank or position; (c) any official or employee of a company
wholly or partially controlled by a government (e.g. a state-owned oil company), political party, or any official of a political party; (d) any
candidate for political office, or any officer or employee of a public international organisation (e.g. the United Nations or the World Bank);
and (e) any immediate family member (meaning a spouse, dependent child, or household member) of any of the foregoing.

HSSE STANDARDS: (a) all HSSE policies, manuals, standards, rules, and procedures, as communicated to CONTRACTOR, designed to
manage HSSE risks during performance of SCOPE under the CONTRACT; (b) all APPLICABLE LAWS relating to HSSE; and (c) any other
rules and procedures (whether issued by COMPANY GROUP or otherwise) in force at a relevant COMPANY GROUP WORKSITE at the
time of performance of SCOPE.

INDEMNIFY: release, save, indemnify, defend, and hold harmless.

INDIRECT TAXES: any of the following: (a) value added tax; (b) goods and services tax; or (c) sales tax or similar levy.

INSOLVENCY EVENT: when a PERSON (a) stops or suspends, or threatens to stop or suspend, payment of all or a material part of its
debts, or is unable to pay its debts as they fall due; (b) ceases or threatens to cease to carry on all or a substantial part of its business; (c)
begins negotiations for, starts any proceedings concerning, proposes or makes any agreement for the reorganisation, compromise, deferral,
or general assignment of, all or substantially all of its debts; (d) makes or proposes an arrangement for the benefit of some or all of its
creditors of all or substantially all of its debts; (e) takes any step with a view to the administration, winding up, or bankruptcy of that
PERSON; (f) is subject to an event in which all or substantially all of its assets are subject to any steps taken to enforce security over those
assets or to levy execution or similar process, including the appointment of a receiver, trustee in bankruptcy, or similar officer; or (g) is
subject to any event under the law of any relevant jurisdiction that has an analogous or equivalent effect to any of the INSOLVENCY

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EVENTS listed above.

IP RIGHTS: all patents, copyright, database rights, design rights, rights in CONFIDENTIAL INFORMATION, including know-how and trade
secrets, inventions, moral rights, trademarks and service marks (all whether registered or not and including all applications for any of them
and all equivalent rights in all parts of the world), whenever and however arising for their full term, and including any divisions, re-issues,
re-examinations, continuations, continuations-in-part, and renewals.

JOINT VENTURE: any entity in which an AFFILIATE of Royal Dutch Shell plc: (a) has a direct or indirect ownership interest; and (b) is not
an AFFILIATE.

LIABILITIES: liabilities for all claims, losses, damages, costs (including legal fees), and expenses.

LIENS: liens, attachments, charges, claims, or other encumbrances against SCOPE or property of COMPANY GROUP.

LIQUIDATED DAMAGES: amounts agreed in the CONTRACT that CONTRACTOR must pay to COMPANY if certain events or performance
as specified in the CONTRACT are not timely achieved.

OTHER CONTRACTOR: any other contractor engaged by COMPANY to perform WORK at the WORKSITE.

OTHER PERMITTED BUYER: (a) JOINT VENTURES; and (b) SHELL CONTRACTORS.

PERSON: (a) a natural person; or (b) a legal person, including any individual, partnership, limited partnership, firm, trust, body corporate,
government, governmental body, agency, or instrumentality, or unincorporated venture.

PERSONAL DATA: any information relating to an identified or identifiable individual, unless otherwise defined under APPLICABLE LAWS
related to the protection of individuals, the processing of such information, and security requirements for and the free movement of such
information.

RESTRICTED JURISDICTION: countries or states that are subject to comprehensive trade sanctions or embargoes (as may be amended
by the relevant governmental authorities from time to time).

RESTRICTED PARTY: (a) any PERSON targeted by national, regional, or multilateral trade or economic sanctions under APPLICABLE
LAWS; (b) any PERSON designated on the United Nations Financial Sanctions Lists, European Union (EU) or EU Member State
Consolidated Lists, US Department of the Treasury Office of Foreign Assets Control Lists, US State Department Non-proliferation Sanctions
Lists, or US Department of Commerce Denied Persons List, in force from time to time; or (c) any AFFILIATES of such PERSONS; and (d)
any PERSON acting on behalf of a PERSON referred to in the foregoing.

SCOPE: all activities and obligations to be performed by or on behalf of CONTRACTOR under the CONTRACT, including those set out in
the SCOPE description.

SERVICES: services to be supplied by CONTRACTOR under the CONTRACT, including the results of those services.

SHELL CONTRACTOR: a PERSON acting as a contractor of an AFFILIATE of Royal Dutch Shell plc.

SOFTWARE: any software forming part of SCOPE or necessary for the intended use of SCOPE, including, as applicable, the database and
all machine codes, binaries, object codes or source codes, whether in a machine or human readable form, and all improvements,
modifications, and updates, flow charts, logic diagrams, passwords, and output tapes, and any future updates, releases, and generally
available associated software items, together with the licence to use them or ownership rights in them.

STANDARDS OF PRACTICE: the sound standards, principles, and practices that are recognised and generally accepted in the international
oil, gas, and petrochemical industry.

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SUBCONTRACT: any contract between CONTRACTOR and a SUBCONTRACTOR or between a SUBCONTRACTOR and another
SUBCONTRACTOR of any tier for the performance of any part of SCOPE, including any call off under framework agreements and supply
agreements for materials.

SUBCONTRACTOR: any party to a SUBCONTRACT, other than COMPANY and CONTRACTOR, including any employers of AGENCY
PERSONNEL (except as explicitly provided otherwise).

TAXES: all taxes, duties, levies, import, export, customs, stamp or excise duties (including clearing and brokerage charges), charges,
surcharges, withholdings, deductions, or contributions that are imposed or assessed by any competent authority of the country where
SCOPE is performed or any other country in accordance with APPLICABLE LAWS.

TRADE CONTROL LAWS: all APPLICABLE LAWS concerning the import, export, or re-export of goods, software, or technology, or their
direct product, including: (a) applicable customs regulations, Council Regulation (EC) No. 428/2009; (b) any sanction regulations issued by
the Council of the European Union; (c) the International Traffic in Arms Regulations ("ITAR"); (d) the Export Administration Regulations
("EAR"); and (e) the regulations and orders issued or administered by the US Department of the Treasury, Office of Foreign Assets Control
in relation to export control, anti-boycott, and trade sanctions matters.

VARIATION: a modification or alteration of, addition to, or deletion of, all or part of SCOPE.

VARIATION ASSESSMENT: a proposal prepared by CONTRACTOR in respect of a VARIATION in which it provides full detail of the
following: (a) the impact of the proposed VARIATION on SCOPE; (b) a detailed schedule for the performance of adjusted SCOPE; (c) the
effect on the CONTRACT PRICE (if any), determined in accordance with the CONTRACT; and (d) any other information COMPANY
concludes is necessary for its evaluation.

VARIATION ORDER: a written order for a VARIATION authorised by COMPANY.

WORK PRODUCT: any and all information, reports, data, drawings, computer programs, source and object codes, program documentation,
spread sheets, presentations, analyses, results, conclusions, findings, solutions, calculations, studies, concepts, codes, manuals,
inventions, business models, designs, prototypes, magnetic data, flow charts, recommendations, working notes, specifications or other
information, documents, or materials, which arise out of or are made, created, or generated for COMPANY, directly or indirectly, in the
course of performance of SCOPE, or which are made, created, or generated from or using COMPANY GROUP’S CONFIDENTIAL
INFORMATION or COMPANY GROUP’s IP RIGHTS.

WORKSITE: lands, waters, and other places on, under, in, or through which SCOPE or activities in connection with SCOPE are to be
performed, including manufacturing, fabrication, or storage facilities, offshore installations, floating construction equipment, vessels, offices,
workshops, camps, or messing facilities. WORKSITE does not include any lands, waters, or other places used during transportation to and
from WORKSITES.

2. REQUIREMENTS PERTAINING TO SCOPE


(a) This CONTRACT is non-exclusive and carries no requirement for COMPANY to place any orders or purchase any minimum quantities.
COMPANY may acquire same or similar SCOPE from other suppliers.
(b) Time is of the essence for the performance of SCOPE.
(c) Any information supplied by COMPANY is the property of COMPANY and will not be used by CONTRACTOR for any purpose other
than for performance of the CONTRACT.

3. REQUIREMENTS PERTAINING TO GOODS


(a) CONTRACTOR guarantees that GOODS supplied in connection with the performance of SCOPE will be: (i) without fault, defect, or
deficiency; (ii) new on delivery, unless otherwise specified in the CONTRACT; (iii) fit for use for any purpose specified in the CONTRACT;
and (iv) in strict conformance with the CONTRACT and any specification, drawing, or other description supplied by COMPANY to
CONTRACTOR and agreed to as part of the CONTRACT.

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(b) Unless a different period is specified in the SCOPE DESCRIPTION, CONTRACTOR’s warranty for GOODS applies to all defects
arising within 12 months of COMPANY’s ACCEPTANCE of GOODS.
(c) Following ACCEPTANCE by COMPANY of the GOODS, the warranties set out in this Article are in lieu of all other warranties expressed
or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR retains risk of loss of and damage to the GOODS until delivery is complete in accordance with the INCOTERMS in any
case where INCOTERMS are specified, otherwise when COMPANY takes physical possession of the GOODS.
(e) Title to the GOODS will pass to COMPANY at the earlier of: (i) risk of loss of and damage to the GOODS passing to COMPANY; or (ii)
as COMPANY makes payment for the GOODS.
(f) CONTRACTOR will pack the GOODS so that they may be transported and unloaded safely. CONTRACTOR represents that, on
delivery, the GOODS will have been accurately described, classified, marked, and labelled, in accordance with the CONTRACT, all
APPLICABLE LAWS, and STANDARDS OF PRACTICE.

4. REQUIREMENTS PERTAINING TO SERVICES


4.1. SERVICES Warranties
(a) CONTRACTOR warrants that all SERVICES supplied in connection with the performance of SCOPE will be: (i) performed in accordance
with the CONTRACT; (ii) fit for use for any purpose specified in the CONTRACT; and (iii) free from any defect or deficiency.
(b) Unless a different period is specified in the SCOPE description, CONTRACTOR’s warranty for SERVICES applies to all defects arising
within 12 months of COMPANY’s ACCEPTANCE of the SERVICES.
(c) Following ACCEPTANCE by COMPANY of the SERVICES, the warranties set out in this Article are in lieu of all other warranties
expressed or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR will supply SERVICES diligently, efficiently, and carefully, in a good and professional manner, and in accordance with
the CONTRACT and all STANDARDS OF PRACTICE. CONTRACTOR will furnish all skills, labour, supervision, equipment, goods,
materials, supplies, transport, and storage required for SERVICES.

4.2. CONTRACTOR PERSONNEL in Connection with SERVICES


Where required by COMPANY, CONTRACTOR will perform at its own expense security background checks and obtain entry credentials for
CONTRACTOR PERSONNEL on COMPANY GROUP WORKSITES.

5. COMPENSATION, PAYMENT, AND INVOICING


(a) COMPANY agrees to pay the CONTRACT PRICE to CONTRACTOR in the currency specified in the Schedule of Prices, and at the
times and in the manner specified in this Article. The CONTRACT PRICE is all-inclusive except for value added tax or sales tax.
(b) CONTRACTOR will invoice only after ACCEPTANCE of SCOPE, except as otherwise provided in the CONTRACT.
(c) COMPANY will pay CONTRACTOR any undisputed amount within the time period specified in the CONTRACT after receipt of a correct
and adequately supported invoice. An invoice is considered unsupported when COMPANY cannot reasonably verify the legitimacy or
accuracy of the invoice using the information provided by CONTRACTOR or if supporting documentation is missing.
(d) Payment of an invoice is not: (i) by itself an accord and satisfaction, or otherwise a limitation of the rights of the parties in connection
with the matter; or (ii) evidence SCOPE was performed in accordance with the CONTRACT.
(e) If COMPANY disputes an invoice, COMPANY may withhold payment of any disputed part of an invoice and pay only the undisputed
part. COMPANY may, on notice to CONTRACTOR, set off any liabilities between CONTRACTOR and COMPANY arising out of the
CONTRACT or any other agreement. Any exercise by COMPANY of its rights under this provision will be without prejudice to any other
rights or remedies available to COMPANY.

6. QUALITY ASSURANCE
CONTRACTOR must have quality assurance programs in place adequate to support its performance of SCOPE.

7. ACCESS TO COMPANY SYSTEMS, INFORMATION, OR INFRASTRUCTURE


In the event that performance of SCOPE requires CONTRACTOR or CONTRACTOR PERSONNEL to access COMPANY GROUP’s
technical information, information technology, or resources (including COMPANY’s infrastructure), CONTRACTOR will sign and comply with
COMPANY’s standard terms and conditions for access and security, unless other terms applicable to the CONTRACT were agreed on by
the parties in writing.

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8. VARIATIONS
COMPANY may request, or CONTRACTOR may initiate, a VARIATION ASSESSMENT for reasons of emergency, safety, or other
reasonable necessity. CONTRACTOR is not entitled to a VARIATION for matters that were included in SCOPE, or matters that
CONTRACTOR agreed to perform or take into account in connection with the CONTRACT. COMPANY may reject or accept the
VARIATION ASSESSMENT by issuing a VARIATION ORDER.

9. INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE


(a) To confirm SCOPE complies with the CONTRACT, CONTRACTOR will perform all tests and inspections required by the CONTRACT,
APPLICABLE LAWS and, unless otherwise specified in the CONTRACT, STANDARDS OF PRACTICE.
(b) CONTRACTOR will request ACCEPTANCE from COMPANY: i) of GOODS by completion of delivery; or ii) of SERVICES by writing on
completion of SCOPE. Other than to start the period for any warranty of limited duration, ACCEPTANCE does not limit or waive any
remedies.

10. REMEDIAL ACTIONS


If defects in SCOPE are discovered, CONTRACTOR will provide a plan to remedy the defects and will remedy the defects in an expeditious
manner. Without prejudice to other remedies it may have, COMPANY may perform or have others perform some or all of the remedial
actions, and CONTRACTOR will pay or promptly reimburse COMPANY for all costs CONTRACTOR would have been liable for under the
CONTRACT where: (i) emergency situations or other HSSE risks require the immediate performance of remedial actions; (ii)
CONTRACTOR presents a plan which does not provide for expeditious completion of warranty work; or (iii) CONTRACTOR does not timely
complete the actions according to the agreed schedule. CONTRACTOR’s warranties against defects are assignable, and CONTRACTOR
will assign to COMPANY all manufacturers’ warranties or will pursue for COMPANY or its assignee all warranties that cannot be assigned.

11. RIGHTS REGARDING CUSTOMS CLEARING AGENTS (CCA)


COMPANY and CONTRACTOR anticipate that performance of SCOPE will require customs clearance activities, which might include a
Customs Clearing Agent (CCA) responsible for: (a) arranging to pass the relevant documents at customs, (b) arranging for customs
inspections as required, (c) checking and processing duty and VAT payments as applicable, and (d) applying for refunds, where applicable.
Third parties performing such activities are SUBCONTRACTORS to CONTRACTOR, unless COMPANY has agreed in writing in the
CONTRACT or an amendment thereto to assume such responsibilities, Whether or not such rights are provided for other
SUBCONTRACTORS, COMPANY is entitled to approve the selection of the CCA. CONTRACTOR will timely provide information on its
intended CCA, with sufficient supporting information as necessary to allow COMPANY to evaluate the selection. Where COMPANY
accepts the selection of the CCA, but with conditions, CONTRACTOR will take account of COMPANY’s conditions, make necessary
changes to satisfy the conditions, and re-issue its request to approve the CCA. Where COMPANY declines to approve the CCA,
CONTRACTOR will promptly propose an alternative, or COMPANY may recommend a CCA which CONTRACTOR will accept absent sound
reasons made known to COMPANY for not doing so. CONTRACTOR may not proceed with the relevant part of SCOPE until COMPANY
has given its consent. In requiring CONTRACTOR’s cooperation in allowing COMPANY to approve the CCA, COMPANY GROUP
assumes no responsibilities or liabilities for the SCOPE, which will remain as provided for all other SUBCONTRACTS.

CONTRACTOR is responsible for any performance of the Purchase Order and all activities, omissions, and defaults of its CCA, as if they
were the activities, omissions, or defaults of CONTRACTOR.

PART B

1. PERFORMANCE
(a) CONTRACTOR will participate in business performance reviews to discuss HSSE performance, CONTRACTOR’S financial condition
and other key performance indicators (KPIs).
(b) The frequency of business performance reviews will be established by the SCOPE description or alternatively, by COMPANY’S
representative.

2. TAXES

2.1 CONTRACTOR TAXES

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CONTRACTOR will be responsible for payment of all TAXES, and any interest, fines, or penalties for which CONTRACTOR GROUP is
liable for: (a) income, capital gains, and wages; and (b) import or export of CONTRACTOR EQUIPMENT, or the movement of
CONTRACTOR PERSONNEL.

2.2 INDIRECT TAXES


CONTRACTOR will add to the invoice as a separate item, and COMPANY will pay in addition to the CONTRACT PRICE, if applicable, any
INDIRECT TAXES.

2.3 Withholding
(a) Where required under APPLICABLE LAWS, COMPANY will withhold, or deduct and pay over to relevant authorities, TAXES from
amounts payable to CONTRACTOR. CONTRACTOR acknowledges that any sum withheld or deducted will, for the purpose of the
CONTRACT, be deemed to have been paid to CONTRACTOR and that the sum is a corresponding discharge of COMPANY´s liability to
CONTRACTOR under the CONTRACT.
(b) Where COMPANY makes a withholding or deduction, COMPANY will provide CONTRACTOR with credit notes upon receipt from the
Federal Inland Revenue Service (#FIRS”) or appropriate tax authority.
(c) If CONTRACTOR holds a valid exemption certificate, it will provide copies or further information to substantiate an entitlement to avoid
the withholding, which COMPANY may then rely on to apply the exemption.

3. LIENS
CONTRACTOR warrants good and clear title to SCOPE supplied. CONTRACTOR will not permit CONTRACTOR GROUP to place any
LIENS or claim any LIENS. CONTRACTOR will immediately notify COMPANY and promptly remove any LINES by CONTRACTOR
GROUP.

4. SUSPENSION
(a) COMPANY may suspend the CONTRACT or reduce SCOPE for cause by written notice with immediate effect pending COMPANY’s
decision on termination where COMPANY concludes it has grounds to terminate the CONTRACT for cause. Where suspending for cause,
CONTRACTOR will not be entitled to any VARIATION or other compensation.
(b) COMPANY may suspend the CONTRACT or reduce SCOPE for convenience at its own discretion with seven days’ prior written notice.
CONTRACTOR may seek a VARIATION if actions required by suspension impact the schedule or timing of SCOPE.
(c) COMPANY may at any time withdraw by written notice all or part of a suspension and CONTRACTOR will resume performance.

5. TERMINATION

5.1. Termination by COMPANY


(a) COMPANY may terminate the CONTRACT or reduce SCOPE for cause by written notice with immediate effect if: (i) in connection with
the performance of the CONTRACT, CONTRACTOR breaches its own Business Principles, or if it has no equivalent principles, then Shell’s
Business Principles; (ii) any member of CONTRACTOR GROUP violates ANTI-BRIBERY LAWS, applicable competition laws, TRADE
CONTROL LAWS, other APPLICABLE LAWS, or HSSE STANDARDS or causes COMPANY to be in violation of those laws; (iii) any
member of CONTRACTOR GROUP becomes a RESTRICTED PARTY; or (iv) CONTRACTOR is subject to an INSOLVENCY EVENT.
(b) COMPANY may terminate the CONTRACT or reduce SCOPE for cause where COMPANY determines CONTRACTOR materially
breached a term or condition of the CONTRACT other than those set out in the preceding paragraph. COMPANY will first provide written
notice which may require CONTRACTOR to remedy the breach, or COMPANY may terminate the CONTRACT if COMPANY determines the
breach is not capable of timely remedy, or it is not subsequently remedied.
(c) COMPANY may terminate the CONTRACT or reduce SCOPE for convenience at its own discretion with 30 days’ prior written notice.

5.2. Termination by CONTRACTOR


(a) CONTRACTOR may terminate the CONTRACT with prior written notice of at least 30 days when: (i) COMPANY fails to pay an
undisputed amount to CONTRACTOR that is properly presented, due, and payable for more than 60 days; and (ii) COMPANY fails to cure
or provide proper grounds for non-payment during the notice period.
(b) CONTRACTOR’S termination rights do not apply to non-payment in the case of COMPANY’S valid exercise of set off rights.

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5.3. CONTRACTOR Obligations on Termination
On any termination, CONTRACTOR will promptly cease performance, give access to SCOPE in progress, avoid unreasonable interference
with others, and take reasonable steps to allow COMPANY to complete SCOPE, including turning over all documentation for SCOPE and
SOFTWARE which was to be supplied in connection with the CONTRACT.

5.4. Compensation in the Event of Termination


(a) On any termination, COMPANY will determine and pay (subject to valid set offs) the amounts owed to CONTRACTOR for SCOPE
properly performed prior to termination.
(b) If COMPANY terminates the CONTRACT #for convenience” or CONTRACTOR validly terminates for non-payment, COMPANY will also
pay reasonable, unavoidable, and auditable demobilisation costs that COMPANY has specifically agreed elsewhere in the CONTRACT to
pay on termination for convenience by COMPANY.

5.5. Exclusive Reasons for Termination


The parties waive any right to terminate, rescind, or otherwise end the CONTRACT, on grounds other than those set out in the CONTRACT.

6. LIQUIDATED DAMAGES
Any LIQUIDATED DAMAGES set out in the CONTRACT are genuine pre-estimates of the losses that may be sustained by failure of
performance. COMPANY may claim demonstrated general damages in any case where LIQUIDATED DAMAGES are unenforceable.

7. LIABILITIES AND INDEMNITIES


(a) Liability for loss of and damage to property and for personal injury, death, or disease to any PERSON, arising in connection with the
CONTRACT, will be determined in accordance with APPLICABLE LAW.
(b) Neither party will be liable to the other for that other party’s own CONSEQUENTIAL LOSS, REGARDLESS OF NEGLIGENCE OR
OTHER FAULT.
(c) Neither party excludes or limits its LIABILITIES to the extent they may not be excluded under APPLICABLE LAW.

8. INSURANCE
Prior to commencement of performance, CONTRACTOR will arrange any insurance required by APPLICABLE LAW, and maintain that
insurance in effect throughout the duration of the CONTRACT. Satisfaction of the obligation to procure insurance and perform other actions
in connection with this Article will not relieve CONTRACTOR of any other obligations or LIABILITIES.

9. COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS

9.1. APPLICABLE LAWS


CONTRACTOR will comply with APPLICABLE LAWS in the performance of the CONTRACT and will notify COMPANY of any material
breaches.

9.2. Business Principles


(a) CONTRACTOR acknowledges that it has actual knowledge of: (i) the Shell General Business Principles, at www.shell.com/sgbp, and
Shell’s Supplier Principles, at www.shell.com/suppliers; (ii) Shell’s Code of Conduct, at
http://www.shell.com/home/content/aboutshell/who_we_are/our_values/code_of_conduct/; and iii) Shell’s Global Helpline, at
http://www.shell.com/ home/content/aboutshell/who_we_are/our_values/compliance_helpline/.
(b) CONTRACTOR agrees that it and each member of CONTRACTOR GROUP will adhere to and notify of violations of the principles
contained in the Shell General Business Principles and Shell Supplier Principles (or where CONTRACTOR has adopted equivalent
principles, to those equivalent principles) in all its dealings with or on behalf of COMPANY, in connection with this CONTRACT and related
matters.
(c) If CONTRACTOR GROUP supplies staff that work on behalf of COMPANY or represent COMPANY, CONTRACTOR commits that the
staff will behave in a manner that is consistent with the Shell Code of Conduct.

9.3. Anti-Bribery and Corruption


(a) CONTRACTOR represents that, in connection with this CONTRACT and related matters: (i) it is knowledgeable about ANTI-BRIBERY

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LAWS applicable to the performance of the CONTRACT, including the Corrupt Practices and Other Related Offences Act, Laws of the
Federation of Nigeria 2004; Criminal Code Act Cap. 38, Laws of the Federation of Nigeria 2004; the Penal Code (Northern States) Federal
Provisions Act Cap.P3, Laws of the Federation of Nigeria, 2004; the Economic and Financial Crimes Commission (Establishment) Act Cap.
E.1, Laws of the Federation of Nigeria, 2004, (all as amended from time to time), and will comply with all such laws; (ii) CONTRACTOR
GROUP has not made, offered, authorised, or accepted, and will not make, offer, authorise, or accept, any payment, gift, promise, or other
advantage, whether directly or through any other PERSON, to or for the use or benefit of any GOVERNMENT OFFICIAL or any other
PERSON where that payment, gift, promise, or other advantage would:
(a) comprise a facilitation payment; or (B) violate the relevant ANTI-BRIBERY LAWS.
(b) CONTRACTOR will immediately notify COMPANY if CONTRACTOR receives or becomes aware of any request from a GOVERNMENT
OFFICIAL or any other PERSON that is prohibited by the preceding paragraph.
(c) CONTRACTOR will maintain adequate internal controls and procedures to ensure compliance with ANTI-BRIBERY LAWS, including the
ability to demonstrate compliance through adequate and accurate recording of transactions in its BOOKS AND RECORDS.
(d) COMPANY will have the right to confirm compliance with ANTI-BRIBERY LAWS and record keeping by audit. CONTRACTOR will keep
BOOKS AND RECORDS available for audit for a period as directed by COMPANY for at least as long as the period for retention of records
for financial and performance audit.
(e) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES arising out of CONTRACTOR’s breach of ANTI-BRIBERY
LAWS or any related undertakings under this Article.

9.4. Export and Trade Controls


(a) CONTRACTOR will comply with, all applicable TRADE CONTROL LAWS and will provide COMPANY with necessary data to comply
with TRADE CONTROL LAWS.
(b) CONTRACTOR will ensure that, except with the prior written consent of COMPANY: (i) COMPANY PROVIDED ITEMS are not
exported, provided, or made available to any RESTRICTED JURISDICTION or RESTRICTED PARTIES; (ii) CONTRACTOR PERSONNEL
with access to COMPANY GROUP’s technical information, information technology resources (including COMPANY GROUP’s
infrastructure), or COMPANY GROUP WORKSITES, are not RESTRICTED PARTIES or nationals of a RESTRICTED JURISDICTION; and
(iii) CONTRACTOR will not utilise SUBCONTRACTORS that are RESTRICTED PARTIES.

9.5. PERSONAL DATA Protection


(a) CONTRACTOR will implement all appropriate security measures to protect PERSONAL DATA against accidental, unlawful, or
unauthorised (i) destruction, (ii) loss, (iii) alteration, (iv) disclosure, or (v) access (including remote access). CONTRACTOR will protect
PERSONAL DATA against all other forms of unlawful processing, including unnecessary collection, transfer, or processing, beyond what is
strictly necessary for the performance of SCOPE.
(b) CONTRACTOR is not authorized to and will not process COMPANY GROUP PERSONAL DATA, whether or not included in the SCOPE
description, unless CONTRACTOR has first entered into a data privacy agreement as instructed by COMPANY.

9.6. Health, Safety, Security, and Environment (#HSSE”)


In performing SCOPE at COMPANY GROUP WORKSITES, CONTRACTOR will at all times: (i) pursue Shell’s HSSE principle of Goal Zero;
(ii) comply with Shell’s #Life Saving Rules”, at http://www.shell.com/global/environment- society/safety/culture.html; and (iii) comply with
other applicable HSSE STANDARDS.

9.7 Local Content and Opportunity


(a) CONTRACTOR will abide by and comply, and cause its SUBCONTRACTORS to comply, with all APPLICABLE LAWS on Nigerian
content, which is defined in the Nigerian Oil & Gas Industry Content Development Act to mean #the quantum of composite value added to
or created in the Nigerian economy by a systematic development of capacity and capabilities through the deliberate utilisation of Nigerian
human, material resources, and services in the Nigerian oil and gas industry”. CONTRACTOR will also maximise Nigerian Content in
performance of SCOPE.
(b) CONTRACTOR will promote the sustainable development of Nigerian businesses as suppliers and service providers, establish training
programs when specified by COMPANY, as well as utilise, as much as possible, goods and services procured from Nigerian markets.
(c) Any contravention of the Nigerian Oil and Gas Industry Content Development Act or failure by CONTRACTOR to comply with its Nigerian
content obligations as outlined in the CONTRACT, will entitle COMPANY to terminate the CONTRACT. CONTRACTOR will include the
provisions of this Article in all its SUBCONTRACTS.

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Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510425548
SEVOIL INT`L (OIL & Date : 30.09.2019

_______________________________________________________________________________________________________________________________________________

10. CONFIDENTIAL INFORMATION


(a) CONTRACTOR will not disclose or permit a disclosure to a third party of COMPANY GROUP’s CONFIDENTIAL INFORMATION
without the prior written consent of COMPANY and will use COMPANY GROUP’s CONFIDENTIAL INFORMATION only in connection with
performance of the CONTRACT.
(b) Information that CONTRACTOR can prove at disclosure is public knowledge, in the possession of CONTRACTOR without binder of
secrecy, or developed independently of COMPANY’s CONFIDENTAL INFORMATION is not CONFIDENTIAL INFORMATION. Restrictions
on disclosure of COMPANY’s CONFIDENTIAL INFORMATION will cease if CONTRACTOR can prove that the information had become
part of the public knowledge through no fault of CONTRACTOR GROUP or is subsequently disclosed to CONTRACTOR without an
obligation of confidentiality by a third party who has the legal right to do so.
(c) On COMPANY’s request, CONTRACTOR will return promptly any CONFIDENTIAL INFORMATION and delete it from electronic
storage, and delete or destroy all extracts or analyses that reflect any CONFIDENTIAL INFORMATION.
(d) Except where the obligation is expressly stated elsewhere in the CONTRACT or through a separate agreement, COMPANY GROUP will
not have an obligation of non-disclosure or non-use regarding information provided by CONTRACTOR or any other member of
CONTRACTOR GROUP.
(e) CONTRACTOR must obtain written approval from COMPANY before proceeding with any external communications in connection with
the CONTRACT, disclosure of business relationships, or use of COMPANY’s trademarks.

11. INTELLECTUAL PROPERTY


(a) Except for IP RIGHTS vested in CONTRACTOR as provided below, all ownership rights, title, and interest in and to SCOPE and WORK
PRODUCT will vest in COMPANY. This CONTRACT does not grant CONTRACTOR GROUP any rights, title, or interest in or to COMPANY
GROUP’s IP RIGHTS, other than those set out in the CONTRACT. IP RIGHTS created by modifications, amendments, enhancements, or
improvements (including tailor-made to the specifications of COMPANY) to COMPANY GROUP’s IP RIGHTS, or made using COMPANY
GROUP’s CONFIDENTIAL INFORMATION, will vest with COMPANY or its nominee when created.
(b) CONTRACTOR, warranting that it is entitled to do so, grants to COMPANY GROUP the irrevocable, non-exclusive, perpetual,
worldwide, royalty-free right and licence, with the right to grant sub-licences, to possess, and use any of CONTRACTOR’s IP RIGHTS
embodied in SCOPE, including the right to import, export, operate, sell, maintain, modify and repair SCOPE. CONTRACTOR warrants that
any possession or use of SCOPE as delivered by CONTRACTOR or of CONTRACTOR’s IP RIGHTS will not infringe the IP RIGHTS of any
third party.
(c) COMPANY’s ownership rights in SCOPE under this article will not extend to CONTRACTOR’s IP RIGHTS that: (i) pre-existed
performance under the CONTRACT; (ii) are developed independently from performance of the CONTRACT; or (iii) are used by
CONTRACTOR in connection with or to perform the CONTRACT, but are not based on or arising out of COMPANY GROUP’s IP RIGHTS
or CONFIDENTIAL INFORMATION.
(d) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees, transferees, and sublicensees permitted by this CONTRACT for any
LIABILITIES resulting from any claim that the possession or use of any SCOPE or WORK PRODUCT infringes or misappropriates the IP
RIGHTS of any third party.

12. FINANCIAL AND PERFORMANCE AUDIT


(a) COMPANY will have the right to audit: (i) invoiced charges and proper invoicing; (ii) other BOOKS AND RECORDS; and (iii) the
performance of any other of CONTRACTOR’s obligations under the CONTRACT, where capable of being verified by audit.
(b) Based on the findings of the audit the parties will settle any amounts charged incorrectly within 45 days of any audit finding; and
CONTRACTOR will provide or re-perform any SCOPE where the requirement to do so is identified by any audit within 45 days of any audit
finding.
(c) CONTRACTOR will keep BOOKS AND RECORDS available for audit for the longer of the following periods: (i) five years following
termination of the CONTRACT or any longer period as required by APPLICABLE LAWS; or (ii) two years after the period expires on any
obligation of CONTRACTOR to perform or re-perform any SCOPE.
(d) If a longer period is specified in the CONTRACT for retention of relevant records for compliance with ANTI-BRIBERY LAWS,
CONTRACTOR will comply with that requirement.

13. RELATIONSHIP OF THE PARTIES


(a) CONTRACTOR is an independent contractor in all aspects of performance under the CONTRACT. CONTRACTOR is responsible for the

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_______________________________________________________________________________________________________________________________________________
method and manner of performance to achieve the results required by the CONTRACT.
(b) Neither the CONTRACT nor its performance creates a partnership or joint venture. No party is appointed as agent of the other. The
CONTRACT does not permit CONTRACTOR to make any commitment on behalf of COMPANY GROUP.
(c) CONTRACTOR and CONTRACTOR PERSONNEL are not to be considered employees of any member of COMPANY GROUP and are
not eligible to participate in any of COMPANY GROUP’s employee benefit plans. CONTRACTOR will indemnify COMPANY GROUP for any
LIABILITIES related to claims for private or governmental benefits by CONTRACTOR or CONTRACTOR PERSONNEL.

14. CONTRACTOR PERSONNEL AND SUBCONTRACTING


(a) CONTRACTOR is responsible for any SCOPE performed by and all activities, omissions, and defaults of any SUBCONTRACTOR and
all CONTRACTOR PERSONNEL as if they were the activities, omissions, or defaults of CONTRACTOR.
(b) CONTRACTOR may not subcontract any part of its obligations under the CONTRACT except as agreed in writing by COMPANY.
(c) CONTRACTOR will ensure that SUBCONTRACTS are in all material respects consistent with the terms and conditions of the
CONTRACT.

15. ASSIGNMENT
An assignment or novation by a party of all or part of the CONTRACT requires the written consent of the other party, except that COMPANY
may assign and novate all or part of the CONTRACT to an AFFILIATE without the consent of CONTRACTOR by giving written notice to
CONTRACTOR.

16. FORCE MAJEURE


(a) COMPANY and CONTRACTOR are each excused from performance of the affected part of an obligation of the CONTRACT while
performance is prevented by a FORCE MAJEURE EVENT unless the event was contributed to by the fault of the party or was due to
circumstances that could have been avoided or mitigated by the exercise of reasonable diligence.
(b) Only the following are FORCE MAJEURE EVENTS: (i) riots, wars, blockades, or threats or acts of sabotage or terrorism; (ii)
earthquakes, floods, fires, named hurricanes or cyclones, tidal waves, tornadoes, or other natural physical disasters; (iii) radioactive
contamination, epidemics, maritime or aviation disasters; (iv) strikes or labour disputes at a national or regional level or involving labour not
forming part of CONTRACTOR GROUP or COMPANY GROUP, which materially impair the ability of the party claiming force majeure to
perform the CONTRACT; (v) government sanctions, embargoes, mandates, or laws, that prevent performance; (vi) inability of a party to
timely obtain licences, permits, or governmental consents required for performance; or (vii) non-performance of a party’s
SUBCONTRACTOR where the SUBCONTRACTOR has been or is affected by one of the above FORCE MAJEURE EVENTS. However,
performance will only be excused under this sub-paragraph if the parties to the CONTRACT agree that substitute performance by another
SUBCONTRACTOR is impracticable under the circumstances.
(c) A party whose performance is delayed or prevented will use reasonable endeavours to notify the other party and mitigate the effects of
any FORCE MAJEURE.
(d) COMPANY may terminate the CONTRACT if any FORCE MAJEURE EVENT results in a delay that exceeds 90 consecutive or 180
cumulative days.

17. NOTICES
All notices or other communications under the CONTRACT must be in English and in writing, and: (i) delivered by hand; (ii) sent by prepaid
courier; (iii) sent by registered post; or (iv) sent by email with confirmation receipt requested. Notices and communications are effective
when actually delivered at the address specified in the CONTRACT.

18. GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES

18.1. Governing Law


This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its subject matter or formation, including
any non-contractual disputes or claims, will be exclusively governed by and construed in accordance with the laws of the Federal Republic
of Nigeria, excluding conflict of law rules and choice of law principles that provide otherwise. The United Nations Convention on the
International Sale of Goods will not apply to this CONTRACT.

18.2. Dispute Resolution

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(a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or formation, whether in tort, contract,
under statute, or otherwise, including any question regarding its existence, validity, interpretation, breach, or termination, and including any
non-contractual claim, will be finally and exclusively resolved by arbitration under the Arbitration and Conciliation Act, Cap. A18, Laws of the
Federation of Nigeria, 2004 (#the ACT”), and any amendments to the ACT .
(b) The arbitral tribunal, to be appointed in accordance with the arbitration rules, will consist of one arbitrator. However, if either party asserts
the amount in controversy exceeds USD $5 million, then the tribunal will consist of three arbitrators.
(c) The seat of the arbitration will be Lagos, Nigeria.
(d) The language of the arbitration will be English.
(e) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar interim relief from any court with
competent jurisdiction. Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the parties. The
parties will carry out the award without delay. Judgment upon any award or order may be entered in any court having jurisdiction. All aspects
of the arbitration will be considered confidential.

18.3. Specific Performance


COMPANY is entitled to specific performance of the CONTRACT.

19. ADDITIONAL LEGAL PROVISIONS


(a) The parties retain their rights and remedies under APPLICABLE LAWS, subject to any provisions in the CONTRACT that provide
otherwise.
(b) A provision of the CONTRACT is not waived unless made in writing by an authorised representative of the waiving party.
(c) Provisions that state that they survive or by their nature are intended to survive completion of performance or termination of the
CONTRACT do so, along with all remedies attached to them.
(d) Amendments to the CONTRACT must be made in writing and signed by the parties’ authorised representatives in order to be binding.
(e) Members of CONTRACTOR GROUP or COMPANY GROUP not a party to the CONTRACT, but conferred rights in it are entitled to
enforce those rights, but are not required to consent to amend or terminate those rights.
(f) The CONTRACT sets forth the entire agreement between the parties concerning its subject matter and supersedes any other
agreements or statements pertaining to the same subject matter, except those agreements or statements expressly referenced in the
CONTRACT as included. Any confidentiality agreement pertaining to the subject matter will remain in effect according to its terms, unless
the CONTRACT provides that it is terminated or replaced.

_____________________________________________
For The Shell Petroleum Dev.Company of Nigeria Ltd

(hereinafter called SHELL)

Page 19 of 19
The Shell Petroleum Development Company of Nigeria Limited
Shell Industrial Area
Rumuobiakani
P.O. Box 263
Port Harcourt
Rivers State.

Vendor Code : 126562 PURCHASE ORDER


SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL & PO Number : 4510383400
2 CHIEF DAVIES IKANYA DRIVE Date : 03.05.2017
OFF BOSKEL RD, KM 17 ABA/PHC EX Buyer : PO Automation support Group UserID for
PORT-HARCOURT BatchPOs BATCHNG01PO
Nigeria Tel. No. : 20813
E-mail : dorisogeonyema@yahoo.co.uk Fax No. : 39103

Contact Person : DORIS ONYEM Our Reference : NG01018387


Telephone No. : 08023083278 Variation No. : Original
Fax No. : 08034050771 Urgency : NORMAL
Ordered By : Engineering

Please deliver to:


SPDC Work Management Plant
SPDC Work Management Plant
Port Harcourt
Nigeria

Scope of Supply
Please supply/deliver the services/materials shown below, subject to all terms and conditions incorporated and forming part of
this purchase order, which shall be only express terms of contract.

The provisions of the contract (if any) between Shell and Contractor, numbered and referenced above ("the Contract"), shall be
applicable to and shall govern this Purchase Order. Notwithstanding any provisions to the contrary, the contract (if any) shall take
precedence over the General Conditions stated in the Purchase Order.

Terms of Payment: 45 Days Net - No Discount

General Instructions

"The Total Purchase order Value shall mean the maximum anticipated valueof services to be executed
under this PO for the duration of the contract. Notwithstanding the stated Total PO Value, the
parties hereby expressly acknowledge that the Contractor is not entitled to the Total PO value
unless the services rendered and reflected in the Work Completion Certificates (WCC) aggregate to
that value. The total payments due to the Vendor shall always be limited to the value of services
rendered and reflected on the WCC".

Page 1 of 18
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_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

10 OTUMARA AF FLOWLINE 039L


WO/NT No : 30064864 0020 OTUMARA AF FLOWLINE 039L
WBS No. : C.NG.AFS.DL.17.003.1201
Location : OTUMARA F/S
Agreement no : 4610042843/00020
Final Recipient : UIG/T/PEDC Uche EGUNATUM

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


02.05.2017 31.07.2017

The item covers the following services:

10 31771867 B1 mob (a) - Lay barge 0.950 EA

Item Currency Value USD 8,700.00 8,265.00


Item Currency Value NGN 3,195,000.00 3,035,250.00

20 31771864 Interdivisional move 0.950 EA


(Tie-in barge)

Item Currency Value USD 8,700.00 8,265.00


Item Currency Value NGN 3,195,000.00 3,035,250.00

30 31771865 Interdivisional move 0.950 EA


(Muster barge)

Item Currency Value USD 870.00 826.50


Item Currency Value NGN 319,500.00 303,525.00

40 31771866 Surveillan/Sec Cover for 42.730 HR


wellhd, FL, MFD

Item Currency Value USD 58.00 2,478.34


Item Currency Value NGN 21,300.00 910,149.00

50 31771919 Collect/Loadout pipe & 0.950 EA


shrinksleeves#PH

Page 2 of 18
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SEVOIL INT`L (OIL & Date : 03.05.2017

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value USD 1,450.00 1,377.50


Item Currency Value NGN 532,500.00 505,875.00

60 31771924 B7.1 Exc f/l trench 2375.000 M3


(min.depth =1m)

Item Currency Value USD 4.35 10,331.25


Item Currency Value NGN 1,597.50 3,794,062.50

70 31771932 B7.9 Bfill f/l 2375.000 M3


trench(min. depth =1.5m)

Item Currency Value USD 3.77 8,953.75


Item Currency Value NGN 1,384.50 3,288,187.50

80 31772019 (e) 4# (above 0.4" wall 2090.000 M


thickness)

Item Currency Value USD 58.00 121,220.00


Item Currency Value NGN 21,300.00 44,517,000.00

90 31772069 B10 (c) 4" f/l per joint 217.550 JT

Item Currency Value USD 121.80 26,497.59


Item Currency Value NGN 44,730.00 9,731,011.50

100 31772083 B12 (c) 4" f/l per joint 217.550 JT

Item Currency Value USD 20.30 4,416.27


Item Currency Value NGN 7,455.00 1,621,835.25

110 31772090 B13 (c) 4" f/l per joint 217.550 JT

Item Currency Value USD 5.80 1,261.79


Item Currency Value NGN 2,130.00 463,381.50

120 31772146 4" dia flowline 1.900 EA

Page 3 of 18
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510383400
SEVOIL INT`L (OIL & Date : 03.05.2017

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value USD 464.00 881.60


Item Currency Value NGN 170,400.00 323,760.00

130 31772111 4" dia flowline 0.950 EA

Item Currency Value USD 464.00 440.80


Item Currency Value NGN 170,400.00 161,880.00

140 31772206 Lay barge spread 0.950 EA

Item Currency Value USD 4,350.00 4,132.50


Item Currency Value NGN 1,597,500.00 1,517,625.00

150 31772207 Tie in barge spread 0.950 EA

Item Currency Value USD 2,900.00 2,755.00


Item Currency Value NGN 1,065,000.00 1,011,750.00

160 31772208 Muster barge 0.950 EA

Item Currency Value USD 435.00 413.25


Item Currency Value NGN 159,750.00 151,762.50

170 31771920 Collect/Loadout pipe & 0.670 EA


shrinksleeves#War

Item Currency Value USD 1,450.00 971.50


Item Currency Value NGN 532,500.00 356,775.00

180 31772189 Fab/inst oil wellhd hkup 0.960 EA


arm & paint arm

Item Currency Value USD 2,030.00 1,948.80


Item Currency Value NGN 745,500.00 715,680.00

_______________________________________________________________________________________________________________________________________________

TOTAL ITEM CURRENCY VALUE USD 205,436.44


NGN75,444,759.75

Page 4 of 18
Vendor Code : 126562
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SEVOIL INT`L (OIL & Date : 03.05.2017

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

TOTAL PO VALUE USD 205,436.44


NGN75,444,759.75

Page 5 of 18
Vendor Code : 126562
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SEVOIL INT`L (OIL & Date : 03.05.2017

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

CLAUSE KEY 410

Seller shall supply the following where applicable:


(a) copies of Operations/Maintenance manuals
(b) copies of Parts Book
(c) Schematic drawings/diagram

Seller is hereby notified that acceptance of this Purchase Order implies a firm commitment to provide the following documents at stipulated
milestones:

(a) Evidence that order has been placed with the manufacturer, trading house, or other principal source, within two (2) weeks of receipt of
Purchase Order.

(b) Evidence that the material has been shipped, e.g. Bill of Lading and other shipment documents within forty-five (45) calendar days of
delivery date indicated on Purchase Order.

(c) Evidence of Clearing and Forwarding (C&F). The Customs documents and C&F documents listed below shall be submitted as evidence
of Clearing and Forwarding during delivery of the goods.

No delivery will be accepted without the Customs Duty documentation.


Seller is also informed that they are expected to pay appropriate customs duty at the designated entry point.

The Customs documents and C&F documents required as Evidence of Clearing and Forwarding are as follows:

· e-Form ‘M’
· PAAR
· Commercial Invoice
· Airway Bill or Bill of Lading
· Packing List
· Combined Certificate of Value and Origin (CCVO)
· Single Goods Declarations (ASYCUDA)
· Custom Assessment Notice
· Bank Receipt of Payment
· Exit Note

(d) However, Seller shall advise us their best expedited delivery date if earlier than the Purchase Order delivery date.

Be reminded that SPDC reserves the right to cancel this Purchase Order if vendor fails to provide evidence of any or all of these milestones
prior to agreed order due date.

Please note the Delivery Conditions of this PO.

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_______________________________________________________________________________________________________________________________________________
PURCHASE ORDER TERMS FOR GOODS AND SERVICES

These terms and conditions apply to the CONTRACT between COMPANY and CONTRACTOR, which may be in the form of a purchase
order or a work statement (the #CONTRACT”). These terms and conditions are binding between COMPANY and CONTRACTOR and
supersede and replace any CONTRACTOR terms and conditions or previous contracts for SCOPE. In the event any special terms are
agreed between the parties, the special terms will prevail over terms contained in these terms and conditions. Where these terms and
conditions are attached to or incorporated in a CONTRACT issued under an existing contract, the terms and conditions of that existing
contract will prevail.

PART A

1. DEFINITIONS
Capitalised words and expressions have the following meanings when interpreting the CONTRACT:

ACCEPTANCE: COMPANY accepts SCOPE in writing or is deemed to have accepted SCOPE in the manner specified by the CONTRACT.

AFFILIATE: in reference to a PERSON, any other PERSON that: (a) directly or indirectly controls or is controlled by the first PERSON; or (b)
is directly or indirectly controlled by a PERSON that also directly or indirectly controls the first PERSON. A PERSON controls another
PERSON if that first PERSON has the power to direct or cause the direction of the management of the other PERSON, whether directly or
indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of
voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise. An AFFILIATE of COMPANY is also an
AFFILIATE of Royal Dutch Shell, plc.

AGENCY PERSONNEL: those CONTRACTOR PERSONNEL who are not direct employees but are working under the direct control and
supervision of CONTRACTOR GROUP.

ANTI-BRIBERY LAWS: all APPLICABLE LAWS that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments, or
other benefits to, any GOVERNMENT OFFICIAL or any other PERSON, including: (a) the United States Foreign Corrupt Practices Act of
1977; and (b) the United Kingdom Bribery Act 2010.

APPLICABLE LAWS: where applicable to a PERSON, property, or circumstance, and as amended from time to time: (a) statutes (including
regulations enacted under those statutes); (b) national, regional, provincial, state, municipal, or local laws; (c) judgments and orders of
courts of competent jurisdiction; (d) rules, regulations, and orders issued by government agencies, authorities, and other regulatory bodies;
and (e) regulatory approvals, permits, licences, approvals, and authorisations.

BOOKS AND RECORDS: books, accounts, contracts, records, and documentation, in electronic format or otherwise, in respect of the
CONTRACT and performance of SCOPE.

COMPANY GROUP: COMPANY and (a) its CO-VENTURERS and JOINT VENTURES; (b) any AFFILIATE of COMPANY, its JOINT
VENTURES, or its CO-VENTURERS; and (c) any director, officer, employee, or other individual working under the direct control and
supervision of COMPANY, its JOINT VENTURES, or CO-VENTURERS, or the AFFILIATES of COMPANY, its JOINT VENTURES, or
CO-VENTURERS.

COMPANY PROVIDED ITEMS: items of materials, equipment, services, or facilities, provided by COMPANY to CONTRACTOR to perform
SCOPE.

CONFIDENTIAL INFORMATION: all technical, commercial, or other information, and all documents and other tangible items that record
information, whether on paper, in machine readable format, by sound or video, by way of samples or otherwise, relating to a PERSON’s
business, including WORK PRODUCT, PERSONAL DATA and SCOPE provided to that PERSON, business plans, property, way of doing
business, business results or prospects, the terms and negotiations of the CONTRACT, proprietary software, IP RIGHTS, and business

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records.

CONSEQUENTIAL LOSS: (a) indirect or consequential losses; and (b) loss of production, loss of product, loss of use, and loss of revenue,
profit, or anticipated profit, whether direct, indirect, or consequential, and whether or not the losses were foreseeable at the time of entering
into the CONTRACT.

CONTRACT PRICE: the total amount payable by COMPANY to CONTRACTOR.

CONTRACTOR EQUIPMENT: any machinery, plant, tools, equipment, goods, materials, supplies, and other items (including all appropriate
associated spare parts, storage containers, packing, and securing) owned or contracted for by CONTRACTOR GROUP, provided title has
not passed and will not pass to COMPANY under the CONTRACT.

CONTRACTOR GROUP: CONTRACTOR and: (a) its SUBCONTRACTORS, (b) any AFFILIATE of CONTRACTOR or its
SUBCONTRACTORS; and (c) any director, officer, employee, other PERSON or AGENCY PERSONNEL employed by or acting for and on
behalf of CONTRACTOR, its SUBCONTRACTORS, or the AFFILIATES of CONTRACTOR and its SUBCONTRACTORS.

CONTRACTOR PERSONNEL: any individual provided by CONTRACTOR GROUP, whether directly or indirectly, and assigned to work in
connection with the performance of SCOPE, whether or not an employee of CONTRACTOR GROUP.

CO-VENTURER: any PERSON who is a party to a joint operating agreement, unitisation agreement, or similar agreement: (a) with
COMPANY or any of its AFFILIATES; and (b) which JOINT VENTURE or agreement is related to SCOPE performed under the
CONTRACT. A reference to CO-VENTURERS includes reference to each CO-VENTURER severally and to its respective successors and
permitted assigns.

FORCE MAJEURE EVENT: the events qualifying as a force majeure event as expressly set out in the CONTRACT.

GOODS: goods, materials, products, and equipment to be supplied by CONTRACTOR under the CONTRACT.

GOVERNMENT OFFICIAL: (a) any official or employee of any government, or any agency, ministry, or department of a government (at any
level); (b) anyone acting in an official capacity for a government regardless of rank or position; (c) any official or employee of a company
wholly or partially controlled by a government (e.g. a state-owned oil company), political party, or any official of a political party; (d) any
candidate for political office, or any officer or employee of a public international organisation (e.g. the United Nations or the World Bank);
and (e) any immediate family member (meaning a spouse, dependent child, or household member) of any of the foregoing.

HSSE STANDARDS: (a) all HSSE policies, manuals, standards, rules, and procedures, as communicated to CONTRACTOR, designed to
manage HSSE risks during performance of SCOPE under the CONTRACT; (b) all APPLICABLE LAWS relating to HSSE; and (c) any other
rules and procedures (whether issued by COMPANY GROUP or otherwise) in force at a relevant COMPANY GROUP WORKSITE at the
time of performance of SCOPE.

INDEMNIFY: release, save, indemnify, defend, and hold harmless.

INDIRECT TAXES: any of the following: (a) value added tax; (b) goods and services tax; or (c) sales tax or similar levy.

INSOLVENCY EVENT: when a PERSON (a) stops or suspends, or threatens to stop or suspend, payment of all or a material part of its
debts, or is unable to pay its debts as they fall due; (b) ceases or threatens to cease to carry on all or a substantial part of its business; (c)
begins negotiations for, starts any proceedings concerning, proposes or makes any agreement for the reorganisation, compromise, deferral,
or general assignment of, all or substantially all of its debts; (d) makes or proposes an arrangement for the benefit of some or all of its
creditors of all or substantially all of its debts; (e) takes any step with a view to the administration, winding up, or bankruptcy of that
PERSON; (f) is subject to an event in which all or substantially all of its assets are subject to any steps taken to enforce security over those
assets or to levy execution or similar process, including the appointment of a receiver, trustee in bankruptcy, or similar officer; or (g) is
subject to any event under the law of any relevant jurisdiction that has an analogous or equivalent effect to any of the INSOLVENCY

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EVENTS listed above.

IP RIGHTS: all patents, copyright, database rights, design rights, rights in CONFIDENTIAL INFORMATION, including know-how and trade
secrets, inventions, moral rights, trademarks and service marks (all whether registered or not and including all applications for any of them
and all equivalent rights in all parts of the world), whenever and however arising for their full term, and including any divisions, re-issues,
re-examinations, continuations, continuations-in-part, and renewals.

JOINT VENTURE: any entity in which an AFFILIATE of Royal Dutch Shell plc: (a) has a direct or indirect ownership interest; and (b) is not
an AFFILIATE.

LIABILITIES: liabilities for all claims, losses, damages, costs (including legal fees), and expenses.

LIENS: liens, attachments, charges, claims, or other encumbrances against SCOPE or property of COMPANY GROUP.

LIQUIDATED DAMAGES: amounts agreed in the CONTRACT that CONTRACTOR must pay to COMPANY if certain events or performance
as specified in the CONTRACT are not timely achieved.

OTHER CONTRACTOR: any other contractor engaged by COMPANY to perform WORK at the WORKSITE.

OTHER PERMITTED BUYER: (a) JOINT VENTURES; and (b) SHELL CONTRACTORS.

PERSON: (a) a natural person; or (b) a legal person, including any individual, partnership, limited partnership, firm, trust, body corporate,
government, governmental body, agency, or instrumentality, or unincorporated venture.

PERSONAL DATA: any information relating to an identified or identifiable individual, unless otherwise defined under APPLICABLE LAWS
related to the protection of individuals, the processing of such information, and security requirements for and the free movement of such
information.

RESTRICTED JURISDICTION: countries or states that are subject to comprehensive trade sanctions or embargoes (as may be amended
by the relevant governmental authorities from time to time).

RESTRICTED PARTY: (a) any PERSON targeted by national, regional, or multilateral trade or economic sanctions under APPLICABLE
LAWS; (b) any PERSON designated on the United Nations Financial Sanctions Lists, European Union (EU) or EU Member State
Consolidated Lists, US Department of the Treasury Office of Foreign Assets Control Lists, US State Department Non-proliferation Sanctions
Lists, or US Department of Commerce Denied Persons List, in force from time to time; or (c) any AFFILIATES of such PERSONS; and (d)
any PERSON acting on behalf of a PERSON referred to in the foregoing.

SCOPE: all activities and obligations to be performed by or on behalf of CONTRACTOR under the CONTRACT, including those set out in
the SCOPE description.

SERVICES: services to be supplied by CONTRACTOR under the CONTRACT, including the results of those services.

SHELL CONTRACTOR: a PERSON acting as a contractor of an AFFILIATE of Royal Dutch Shell plc.

SOFTWARE: any software forming part of SCOPE or necessary for the intended use of SCOPE, including, as applicable, the database and
all machine codes, binaries, object codes or source codes, whether in a machine or human readable form, and all improvements,
modifications, and updates, flow charts, logic diagrams, passwords, and output tapes, and any future updates, releases, and generally
available associated software items, together with the licence to use them or ownership rights in them.

STANDARDS OF PRACTICE: the sound standards, principles, and practices that are recognised and generally accepted in the international
oil, gas, and petrochemical industry.

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SUBCONTRACT: any contract between CONTRACTOR and a SUBCONTRACTOR or between a SUBCONTRACTOR and another
SUBCONTRACTOR of any tier for the performance of any part of SCOPE, including any call off under framework agreements and supply
agreements for materials.

SUBCONTRACTOR: any party to a SUBCONTRACT, other than COMPANY and CONTRACTOR, including any employers of AGENCY
PERSONNEL (except as explicitly provided otherwise).

TAXES: all taxes, duties, levies, import, export, customs, stamp or excise duties (including clearing and brokerage charges), charges,
surcharges, withholdings, deductions, or contributions that are imposed or assessed by any competent authority of the country where
SCOPE is performed or any other country in accordance with APPLICABLE LAWS.

TRADE CONTROL LAWS: all APPLICABLE LAWS concerning the import, export, or re-export of goods, software, or technology, or their
direct product, including: (a) applicable customs regulations, Council Regulation (EC) No. 428/2009; (b) any sanction regulations issued by
the Council of the European Union; (c) the International Traffic in Arms Regulations ("ITAR"); (d) the Export Administration Regulations
("EAR"); and (e) the regulations and orders issued or administered by the US Department of the Treasury, Office of Foreign Assets Control
in relation to export control, anti-boycott, and trade sanctions matters.

VARIATION: a modification or alteration of, addition to, or deletion of, all or part of SCOPE.

VARIATION ASSESSMENT: a proposal prepared by CONTRACTOR in respect of a VARIATION in which it provides full detail of the
following: (a) the impact of the proposed VARIATION on SCOPE; (b) a detailed schedule for the performance of adjusted SCOPE; (c) the
effect on the CONTRACT PRICE (if any), determined in accordance with the CONTRACT; and (d) any other information COMPANY
concludes is necessary for its evaluation.

VARIATION ORDER: a written order for a VARIATION authorised by COMPANY.

WORK PRODUCT: any and all information, reports, data, drawings, computer programs, source and object codes, program documentation,
spread sheets, presentations, analyses, results, conclusions, findings, solutions, calculations, studies, concepts, codes, manuals,
inventions, business models, designs, prototypes, magnetic data, flow charts, recommendations, working notes, specifications or other
information, documents, or materials, which arise out of or are made, created, or generated for COMPANY, directly or indirectly, in the
course of performance of SCOPE, or which are made, created, or generated from or using COMPANY GROUP’S CONFIDENTIAL
INFORMATION or COMPANY GROUP’s IP RIGHTS.

WORKSITE: lands, waters, and other places on, under, in, or through which SCOPE or activities in connection with SCOPE are to be
performed, including manufacturing, fabrication, or storage facilities, offshore installations, floating construction equipment, vessels, offices,
workshops, camps, or messing facilities. WORKSITE does not include any lands, waters, or other places used during transportation to and
from WORKSITES.

2. REQUIREMENTS PERTAINING TO SCOPE


(a) This CONTRACT is non-exclusive and carries no requirement for COMPANY to place any orders or purchase any minimum quantities.
COMPANY may acquire same or similar SCOPE from other suppliers.
(b) Time is of the essence for the performance of SCOPE.
(c) Any information supplied by COMPANY is the property of COMPANY and will not be used by CONTRACTOR for any purpose other
than for performance of the CONTRACT.

3. REQUIREMENTS PERTAINING TO GOODS


(a) CONTRACTOR guarantees that GOODS supplied in connection with the performance of SCOPE will be: (i) without fault, defect, or
deficiency; (ii) new on delivery, unless otherwise specified in the CONTRACT; (iii) fit for use for any purpose specified in the CONTRACT;
and (iv) in strict conformance with the CONTRACT and any specification, drawing, or other description supplied by COMPANY to
CONTRACTOR and agreed to as part of the CONTRACT.

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(b) Unless a different period is specified in the SCOPE DESCRIPTION, CONTRACTOR’s warranty for GOODS applies to all defects
arising within 12 months of COMPANY’s ACCEPTANCE of GOODS.
(c) Following ACCEPTANCE by COMPANY of the GOODS, the warranties set out in this Article are in lieu of all other warranties expressed
or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR retains risk of loss of and damage to the GOODS until delivery is complete in accordance with the INCOTERMS in any
case where INCOTERMS are specified, otherwise when COMPANY takes physical possession of the GOODS.
(e) Title to the GOODS will pass to COMPANY at the earlier of: (i) risk of loss of and damage to the GOODS passing to COMPANY; or (ii)
as COMPANY makes payment for the GOODS.
(f) CONTRACTOR will pack the GOODS so that they may be transported and unloaded safely. CONTRACTOR represents that, on
delivery, the GOODS will have been accurately described, classified, marked, and labelled, in accordance with the CONTRACT, all
APPLICABLE LAWS, and STANDARDS OF PRACTICE.

4. REQUIREMENTS PERTAINING TO SERVICES


4.1. SERVICES Warranties
(a) CONTRACTOR warrants that all SERVICES supplied in connection with the performance of SCOPE will be: (i) performed in accordance
with the CONTRACT; (ii) fit for use for any purpose specified in the CONTRACT; and (iii) free from any defect or deficiency.
(b) Unless a different period is specified in the SCOPE description, CONTRACTOR’s warranty for SERVICES applies to all defects arising
within 12 months of COMPANY’s ACCEPTANCE of the SERVICES.
(c) Following ACCEPTANCE by COMPANY of the SERVICES, the warranties set out in this Article are in lieu of all other warranties
expressed or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR will supply SERVICES diligently, efficiently, and carefully, in a good and professional manner, and in accordance with
the CONTRACT and all STANDARDS OF PRACTICE. CONTRACTOR will furnish all skills, labour, supervision, equipment, goods,
materials, supplies, transport, and storage required for SERVICES.

4.2. CONTRACTOR PERSONNEL in Connection with SERVICES


Where required by COMPANY, CONTRACTOR will perform at its own expense security background checks and obtain entry credentials for
CONTRACTOR PERSONNEL on COMPANY GROUP WORKSITES.

5. COMPENSATION, PAYMENT, AND INVOICING


(a) COMPANY agrees to pay the CONTRACT PRICE to CONTRACTOR in the currency specified in the Schedule of Prices, and at the
times and in the manner specified in this Article. The CONTRACT PRICE is all-inclusive except for value added tax or sales tax.
(b) CONTRACTOR will invoice only after ACCEPTANCE of SCOPE, except as otherwise provided in the CONTRACT.
(c) COMPANY will pay CONTRACTOR any undisputed amount within the time period specified in the CONTRACT after receipt of a correct
and adequately supported invoice. An invoice is considered unsupported when COMPANY cannot reasonably verify the legitimacy or
accuracy of the invoice using the information provided by CONTRACTOR or if supporting documentation is missing.
(d) Payment of an invoice is not: (i) by itself an accord and satisfaction, or otherwise a limitation of the rights of the parties in connection
with the matter; or (ii) evidence SCOPE was performed in accordance with the CONTRACT.
(e) If COMPANY disputes an invoice, COMPANY may withhold payment of any disputed part of an invoice and pay only the undisputed
part. COMPANY may, on notice to CONTRACTOR, set off any liabilities between CONTRACTOR and COMPANY arising out of the
CONTRACT or any other agreement. Any exercise by COMPANY of its rights under this provision will be without prejudice to any other
rights or remedies available to COMPANY.

6. QUALITY ASSURANCE
CONTRACTOR must have quality assurance programs in place adequate to support its performance of SCOPE.

7. ACCESS TO COMPANY SYSTEMS, INFORMATION, OR INFRASTRUCTURE


In the event that performance of SCOPE requires CONTRACTOR or CONTRACTOR PERSONNEL to access COMPANY GROUP’s
technical information, information technology, or resources (including COMPANY’s infrastructure), CONTRACTOR will sign and comply with
COMPANY’s standard terms and conditions for access and security, unless other terms applicable to the CONTRACT were agreed on by
the parties in writing.

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8. VARIATIONS
COMPANY may request, or CONTRACTOR may initiate, a VARIATION ASSESSMENT for reasons of emergency, safety, or other
reasonable necessity. CONTRACTOR is not entitled to a VARIATION for matters that were included in SCOPE, or matters that
CONTRACTOR agreed to perform or take into account in connection with the CONTRACT. COMPANY may reject or accept the
VARIATION ASSESSMENT by issuing a VARIATION ORDER.

9. INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE


(a) To confirm SCOPE complies with the CONTRACT, CONTRACTOR will perform all tests and inspections required by the CONTRACT,
APPLICABLE LAWS and, unless otherwise specified in the CONTRACT, STANDARDS OF PRACTICE.
(b) CONTRACTOR will request ACCEPTANCE from COMPANY: i) of GOODS by completion of delivery; or ii) of SERVICES by writing on
completion of SCOPE. Other than to start the period for any warranty of limited duration, ACCEPTANCE does not limit or waive any
remedies.

10. REMEDIAL ACTIONS


If defects in SCOPE are discovered, CONTRACTOR will provide a plan to remedy the defects and will remedy the defects in an expeditious
manner. Without prejudice to other remedies it may have, COMPANY may perform or have others perform some or all of the remedial
actions, and CONTRACTOR will pay or promptly reimburse COMPANY for all costs CONTRACTOR would have been liable for under the
CONTRACT where: (i) emergency situations or other HSSE risks require the immediate performance of remedial actions; (ii)
CONTRACTOR presents a plan which does not provide for expeditious completion of warranty work; or (iii) CONTRACTOR does not timely
complete the actions according to the agreed schedule. CONTRACTOR’s warranties against defects are assignable, and CONTRACTOR
will assign to COMPANY all manufacturers’ warranties or will pursue for COMPANY or its assignee all warranties that cannot be assigned.

11. RIGHTS REGARDING CUSTOMS CLEARING AGENTS (CCA)


COMPANY and CONTRACTOR anticipate that performance of SCOPE will require customs clearance activities, which might include a
Customs Clearing Agent (CCA) responsible for: (a) arranging to pass the relevant documents at customs, (b) arranging for customs
inspections as required, (c) checking and processing duty and VAT payments as applicable, and (d) applying for refunds, where applicable.
Third parties performing such activities are SUBCONTRACTORS to CONTRACTOR, unless COMPANY has agreed in writing in the
CONTRACT or an amendment thereto to assume such responsibilities, Whether or not such rights are provided for other
SUBCONTRACTORS, COMPANY is entitled to approve the selection of the CCA. CONTRACTOR will timely provide information on its
intended CCA, with sufficient supporting information as necessary to allow COMPANY to evaluate the selection. Where COMPANY
accepts the selection of the CCA, but with conditions, CONTRACTOR will take account of COMPANY’s conditions, make necessary
changes to satisfy the conditions, and re-issue its request to approve the CCA. Where COMPANY declines to approve the CCA,
CONTRACTOR will promptly propose an alternative, or COMPANY may recommend a CCA which CONTRACTOR will accept absent sound
reasons made known to COMPANY for not doing so. CONTRACTOR may not proceed with the relevant part of SCOPE until COMPANY
has given its consent. In requiring CONTRACTOR’s cooperation in allowing COMPANY to approve the CCA, COMPANY GROUP
assumes no responsibilities or liabilities for the SCOPE, which will remain as provided for all other SUBCONTRACTS.

CONTRACTOR is responsible for any performance of the Purchase Order and all activities, omissions, and defaults of its CCA, as if they
were the activities, omissions, or defaults of CONTRACTOR.

PART B

1. PERFORMANCE
(a) CONTRACTOR will participate in business performance reviews to discuss HSSE performance, CONTRACTOR’S financial condition
and other key performance indicators (KPIs).
(b) The frequency of business performance reviews will be established by the SCOPE description or alternatively, by COMPANY’S
representative.

2. TAXES

2.1 CONTRACTOR TAXES

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CONTRACTOR will be responsible for payment of all TAXES, and any interest, fines, or penalties for which CONTRACTOR GROUP is
liable for: (a) income, capital gains, and wages; and (b) import or export of CONTRACTOR EQUIPMENT, or the movement of
CONTRACTOR PERSONNEL.

2.2 INDIRECT TAXES


CONTRACTOR will add to the invoice as a separate item, and COMPANY will pay in addition to the CONTRACT PRICE, if applicable, any
INDIRECT TAXES.

2.3 Withholding
(a) Where required under APPLICABLE LAWS, COMPANY will withhold, or deduct and pay over to relevant authorities, TAXES from
amounts payable to CONTRACTOR. CONTRACTOR acknowledges that any sum withheld or deducted will, for the purpose of the
CONTRACT, be deemed to have been paid to CONTRACTOR and that the sum is a corresponding discharge of COMPANY´s liability to
CONTRACTOR under the CONTRACT.
(b) Where COMPANY makes a withholding or deduction, COMPANY will provide CONTRACTOR with credit notes upon receipt from the
Federal Inland Revenue Service (#FIRS”) or appropriate tax authority.
(c) If CONTRACTOR holds a valid exemption certificate, it will provide copies or further information to substantiate an entitlement to avoid
the withholding, which COMPANY may then rely on to apply the exemption.

3. LIENS
CONTRACTOR warrants good and clear title to SCOPE supplied. CONTRACTOR will not permit CONTRACTOR GROUP to place any
LIENS or claim any LIENS. CONTRACTOR will immediately notify COMPANY and promptly remove any LINES by CONTRACTOR
GROUP.

4. SUSPENSION
(a) COMPANY may suspend the CONTRACT or reduce SCOPE for cause by written notice with immediate effect pending COMPANY’s
decision on termination where COMPANY concludes it has grounds to terminate the CONTRACT for cause. Where suspending for cause,
CONTRACTOR will not be entitled to any VARIATION or other compensation.
(b) COMPANY may suspend the CONTRACT or reduce SCOPE for convenience at its own discretion with seven days’ prior written notice.
CONTRACTOR may seek a VARIATION if actions required by suspension impact the schedule or timing of SCOPE.
(c) COMPANY may at any time withdraw by written notice all or part of a suspension and CONTRACTOR will resume performance.

5. TERMINATION

5.1. Termination by COMPANY


(a) COMPANY may terminate the CONTRACT or reduce SCOPE for cause by written notice with immediate effect if: (i) in connection with
the performance of the CONTRACT, CONTRACTOR breaches its own Business Principles, or if it has no equivalent principles, then Shell’s
Business Principles; (ii) any member of CONTRACTOR GROUP violates ANTI-BRIBERY LAWS, applicable competition laws, TRADE
CONTROL LAWS, other APPLICABLE LAWS, or HSSE STANDARDS or causes COMPANY to be in violation of those laws; (iii) any
member of CONTRACTOR GROUP becomes a RESTRICTED PARTY; or (iv) CONTRACTOR is subject to an INSOLVENCY EVENT.
(b) COMPANY may terminate the CONTRACT or reduce SCOPE for cause where COMPANY determines CONTRACTOR materially
breached a term or condition of the CONTRACT other than those set out in the preceding paragraph. COMPANY will first provide written
notice which may require CONTRACTOR to remedy the breach, or COMPANY may terminate the CONTRACT if COMPANY determines the
breach is not capable of timely remedy, or it is not subsequently remedied.
(c) COMPANY may terminate the CONTRACT or reduce SCOPE for convenience at its own discretion with 30 days’ prior written notice.

5.2. Termination by CONTRACTOR


(a) CONTRACTOR may terminate the CONTRACT with prior written notice of at least 30 days when: (i) COMPANY fails to pay an
undisputed amount to CONTRACTOR that is properly presented, due, and payable for more than 60 days; and (ii) COMPANY fails to cure
or provide proper grounds for non-payment during the notice period.
(b) CONTRACTOR’S termination rights do not apply to non-payment in the case of COMPANY’S valid exercise of set off rights.

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5.3. CONTRACTOR Obligations on Termination
On any termination, CONTRACTOR will promptly cease performance, give access to SCOPE in progress, avoid unreasonable interference
with others, and take reasonable steps to allow COMPANY to complete SCOPE, including turning over all documentation for SCOPE and
SOFTWARE which was to be supplied in connection with the CONTRACT.

5.4. Compensation in the Event of Termination


(a) On any termination, COMPANY will determine and pay (subject to valid set offs) the amounts owed to CONTRACTOR for SCOPE
properly performed prior to termination.
(b) If COMPANY terminates the CONTRACT #for convenience” or CONTRACTOR validly terminates for non-payment, COMPANY will also
pay reasonable, unavoidable, and auditable demobilisation costs that COMPANY has specifically agreed elsewhere in the CONTRACT to
pay on termination for convenience by COMPANY.

5.5. Exclusive Reasons for Termination


The parties waive any right to terminate, rescind, or otherwise end the CONTRACT, on grounds other than those set out in the CONTRACT.

6. LIQUIDATED DAMAGES
Any LIQUIDATED DAMAGES set out in the CONTRACT are genuine pre-estimates of the losses that may be sustained by failure of
performance. COMPANY may claim demonstrated general damages in any case where LIQUIDATED DAMAGES are unenforceable.

7. LIABILITIES AND INDEMNITIES


(a) Liability for loss of and damage to property and for personal injury, death, or disease to any PERSON, arising in connection with the
CONTRACT, will be determined in accordance with APPLICABLE LAW.
(b) Neither party will be liable to the other for that other party’s own CONSEQUENTIAL LOSS, REGARDLESS OF NEGLIGENCE OR
OTHER FAULT.
(c) Neither party excludes or limits its LIABILITIES to the extent they may not be excluded under APPLICABLE LAW.

8. INSURANCE
Prior to commencement of performance, CONTRACTOR will arrange any insurance required by APPLICABLE LAW, and maintain that
insurance in effect throughout the duration of the CONTRACT. Satisfaction of the obligation to procure insurance and perform other actions
in connection with this Article will not relieve CONTRACTOR of any other obligations or LIABILITIES.

9. COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS

9.1. APPLICABLE LAWS


CONTRACTOR will comply with APPLICABLE LAWS in the performance of the CONTRACT and will notify COMPANY of any material
breaches.

9.2. Business Principles


(a) CONTRACTOR acknowledges that it has actual knowledge of: (i) the Shell General Business Principles, at www.shell.com/sgbp, and
Shell’s Supplier Principles, at www.shell.com/suppliers; (ii) Shell’s Code of Conduct, at
http://www.shell.com/home/content/aboutshell/who_we_are/our_values/code_of_conduct/; and iii) Shell’s Global Helpline, at
http://www.shell.com/ home/content/aboutshell/who_we_are/our_values/compliance_helpline/.
(b) CONTRACTOR agrees that it and each member of CONTRACTOR GROUP will adhere to and notify of violations of the principles
contained in the Shell General Business Principles and Shell Supplier Principles (or where CONTRACTOR has adopted equivalent
principles, to those equivalent principles) in all its dealings with or on behalf of COMPANY, in connection with this CONTRACT and related
matters.
(c) If CONTRACTOR GROUP supplies staff that work on behalf of COMPANY or represent COMPANY, CONTRACTOR commits that the
staff will behave in a manner that is consistent with the Shell Code of Conduct.

9.3. Anti-Bribery and Corruption


(a) CONTRACTOR represents that, in connection with this CONTRACT and related matters: (i) it is knowledgeable about ANTI-BRIBERY

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LAWS applicable to the performance of the CONTRACT, including the Corrupt Practices and Other Related Offences Act, Laws of the
Federation of Nigeria 2004; Criminal Code Act Cap. 38, Laws of the Federation of Nigeria 2004; the Penal Code (Northern States) Federal
Provisions Act Cap.P3, Laws of the Federation of Nigeria, 2004; the Economic and Financial Crimes Commission (Establishment) Act Cap.
E.1, Laws of the Federation of Nigeria, 2004, (all as amended from time to time), and will comply with all such laws; (ii) CONTRACTOR
GROUP has not made, offered, authorised, or accepted, and will not make, offer, authorise, or accept, any payment, gift, promise, or other
advantage, whether directly or through any other PERSON, to or for the use or benefit of any GOVERNMENT OFFICIAL or any other
PERSON where that payment, gift, promise, or other advantage would:
(a) comprise a facilitation payment; or (B) violate the relevant ANTI-BRIBERY LAWS.
(b) CONTRACTOR will immediately notify COMPANY if CONTRACTOR receives or becomes aware of any request from a GOVERNMENT
OFFICIAL or any other PERSON that is prohibited by the preceding paragraph.
(c) CONTRACTOR will maintain adequate internal controls and procedures to ensure compliance with ANTI-BRIBERY LAWS, including the
ability to demonstrate compliance through adequate and accurate recording of transactions in its BOOKS AND RECORDS.
(d) COMPANY will have the right to confirm compliance with ANTI-BRIBERY LAWS and record keeping by audit. CONTRACTOR will keep
BOOKS AND RECORDS available for audit for a period as directed by COMPANY for at least as long as the period for retention of records
for financial and performance audit.
(e) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES arising out of CONTRACTOR’s breach of ANTI-BRIBERY
LAWS or any related undertakings under this Article.

9.4. Export and Trade Controls


(a) CONTRACTOR will comply with, all applicable TRADE CONTROL LAWS and will provide COMPANY with necessary data to comply
with TRADE CONTROL LAWS.
(b) CONTRACTOR will ensure that, except with the prior written consent of COMPANY: (i) COMPANY PROVIDED ITEMS are not
exported, provided, or made available to any RESTRICTED JURISDICTION or RESTRICTED PARTIES; (ii) CONTRACTOR PERSONNEL
with access to COMPANY GROUP’s technical information, information technology resources (including COMPANY GROUP’s
infrastructure), or COMPANY GROUP WORKSITES, are not RESTRICTED PARTIES or nationals of a RESTRICTED JURISDICTION; and
(iii) CONTRACTOR will not utilise SUBCONTRACTORS that are RESTRICTED PARTIES.

9.5. PERSONAL DATA Protection


(a) CONTRACTOR will implement all appropriate security measures to protect PERSONAL DATA against accidental, unlawful, or
unauthorised (i) destruction, (ii) loss, (iii) alteration, (iv) disclosure, or (v) access (including remote access). CONTRACTOR will protect
PERSONAL DATA against all other forms of unlawful processing, including unnecessary collection, transfer, or processing, beyond what is
strictly necessary for the performance of SCOPE.
(b) CONTRACTOR is not authorized to and will not process COMPANY GROUP PERSONAL DATA, whether or not included in the SCOPE
description, unless CONTRACTOR has first entered into a data privacy agreement as instructed by COMPANY.

9.6. Health, Safety, Security, and Environment (#HSSE”)


In performing SCOPE at COMPANY GROUP WORKSITES, CONTRACTOR will at all times: (i) pursue Shell’s HSSE principle of Goal Zero;
(ii) comply with Shell’s #Life Saving Rules”, at http://www.shell.com/global/environment- society/safety/culture.html; and (iii) comply with
other applicable HSSE STANDARDS.

9.7 Local Content and Opportunity


(a) CONTRACTOR will abide by and comply, and cause its SUBCONTRACTORS to comply, with all APPLICABLE LAWS on Nigerian
content, which is defined in the Nigerian Oil & Gas Industry Content Development Act to mean #the quantum of composite value added to
or created in the Nigerian economy by a systematic development of capacity and capabilities through the deliberate utilisation of Nigerian
human, material resources, and services in the Nigerian oil and gas industry”. CONTRACTOR will also maximise Nigerian Content in
performance of SCOPE.
(b) CONTRACTOR will promote the sustainable development of Nigerian businesses as suppliers and service providers, establish training
programs when specified by COMPANY, as well as utilise, as much as possible, goods and services procured from Nigerian markets.
(c) Any contravention of the Nigerian Oil and Gas Industry Content Development Act or failure by CONTRACTOR to comply with its Nigerian
content obligations as outlined in the CONTRACT, will entitle COMPANY to terminate the CONTRACT. CONTRACTOR will include the
provisions of this Article in all its SUBCONTRACTS.

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10. CONFIDENTIAL INFORMATION


(a) CONTRACTOR will not disclose or permit a disclosure to a third party of COMPANY GROUP’s CONFIDENTIAL INFORMATION
without the prior written consent of COMPANY and will use COMPANY GROUP’s CONFIDENTIAL INFORMATION only in connection with
performance of the CONTRACT.
(b) Information that CONTRACTOR can prove at disclosure is public knowledge, in the possession of CONTRACTOR without binder of
secrecy, or developed independently of COMPANY’s CONFIDENTAL INFORMATION is not CONFIDENTIAL INFORMATION. Restrictions
on disclosure of COMPANY’s CONFIDENTIAL INFORMATION will cease if CONTRACTOR can prove that the information had become
part of the public knowledge through no fault of CONTRACTOR GROUP or is subsequently disclosed to CONTRACTOR without an
obligation of confidentiality by a third party who has the legal right to do so.
(c) On COMPANY’s request, CONTRACTOR will return promptly any CONFIDENTIAL INFORMATION and delete it from electronic
storage, and delete or destroy all extracts or analyses that reflect any CONFIDENTIAL INFORMATION.
(d) Except where the obligation is expressly stated elsewhere in the CONTRACT or through a separate agreement, COMPANY GROUP will
not have an obligation of non-disclosure or non-use regarding information provided by CONTRACTOR or any other member of
CONTRACTOR GROUP.
(e) CONTRACTOR must obtain written approval from COMPANY before proceeding with any external communications in connection with
the CONTRACT, disclosure of business relationships, or use of COMPANY’s trademarks.

11. INTELLECTUAL PROPERTY


(a) Except for IP RIGHTS vested in CONTRACTOR as provided below, all ownership rights, title, and interest in and to SCOPE and WORK
PRODUCT will vest in COMPANY. This CONTRACT does not grant CONTRACTOR GROUP any rights, title, or interest in or to COMPANY
GROUP’s IP RIGHTS, other than those set out in the CONTRACT. IP RIGHTS created by modifications, amendments, enhancements, or
improvements (including tailor-made to the specifications of COMPANY) to COMPANY GROUP’s IP RIGHTS, or made using COMPANY
GROUP’s CONFIDENTIAL INFORMATION, will vest with COMPANY or its nominee when created.
(b) CONTRACTOR, warranting that it is entitled to do so, grants to COMPANY GROUP the irrevocable, non-exclusive, perpetual,
worldwide, royalty-free right and licence, with the right to grant sub-licences, to possess, and use any of CONTRACTOR’s IP RIGHTS
embodied in SCOPE, including the right to import, export, operate, sell, maintain, modify and repair SCOPE. CONTRACTOR warrants that
any possession or use of SCOPE as delivered by CONTRACTOR or of CONTRACTOR’s IP RIGHTS will not infringe the IP RIGHTS of any
third party.
(c) COMPANY’s ownership rights in SCOPE under this article will not extend to CONTRACTOR’s IP RIGHTS that: (i) pre-existed
performance under the CONTRACT; (ii) are developed independently from performance of the CONTRACT; or (iii) are used by
CONTRACTOR in connection with or to perform the CONTRACT, but are not based on or arising out of COMPANY GROUP’s IP RIGHTS
or CONFIDENTIAL INFORMATION.
(d) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees, transferees, and sublicensees permitted by this CONTRACT for any
LIABILITIES resulting from any claim that the possession or use of any SCOPE or WORK PRODUCT infringes or misappropriates the IP
RIGHTS of any third party.

12. FINANCIAL AND PERFORMANCE AUDIT


(a) COMPANY will have the right to audit: (i) invoiced charges and proper invoicing; (ii) other BOOKS AND RECORDS; and (iii) the
performance of any other of CONTRACTOR’s obligations under the CONTRACT, where capable of being verified by audit.
(b) Based on the findings of the audit the parties will settle any amounts charged incorrectly within 45 days of any audit finding; and
CONTRACTOR will provide or re-perform any SCOPE where the requirement to do so is identified by any audit within 45 days of any audit
finding.
(c) CONTRACTOR will keep BOOKS AND RECORDS available for audit for the longer of the following periods: (i) five years following
termination of the CONTRACT or any longer period as required by APPLICABLE LAWS; or (ii) two years after the period expires on any
obligation of CONTRACTOR to perform or re-perform any SCOPE.
(d) If a longer period is specified in the CONTRACT for retention of relevant records for compliance with ANTI-BRIBERY LAWS,
CONTRACTOR will comply with that requirement.

13. RELATIONSHIP OF THE PARTIES


(a) CONTRACTOR is an independent contractor in all aspects of performance under the CONTRACT. CONTRACTOR is responsible for the

Page 16 of 18
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510383400
SEVOIL INT`L (OIL & Date : 03.05.2017

_______________________________________________________________________________________________________________________________________________
method and manner of performance to achieve the results required by the CONTRACT.
(b) Neither the CONTRACT nor its performance creates a partnership or joint venture. No party is appointed as agent of the other. The
CONTRACT does not permit CONTRACTOR to make any commitment on behalf of COMPANY GROUP.
(c) CONTRACTOR and CONTRACTOR PERSONNEL are not to be considered employees of any member of COMPANY GROUP and are
not eligible to participate in any of COMPANY GROUP’s employee benefit plans. CONTRACTOR will indemnify COMPANY GROUP for any
LIABILITIES related to claims for private or governmental benefits by CONTRACTOR or CONTRACTOR PERSONNEL.

14. CONTRACTOR PERSONNEL AND SUBCONTRACTING


(a) CONTRACTOR is responsible for any SCOPE performed by and all activities, omissions, and defaults of any SUBCONTRACTOR and
all CONTRACTOR PERSONNEL as if they were the activities, omissions, or defaults of CONTRACTOR.
(b) CONTRACTOR may not subcontract any part of its obligations under the CONTRACT except as agreed in writing by COMPANY.
(c) CONTRACTOR will ensure that SUBCONTRACTS are in all material respects consistent with the terms and conditions of the
CONTRACT.

15. ASSIGNMENT
An assignment or novation by a party of all or part of the CONTRACT requires the written consent of the other party, except that COMPANY
may assign and novate all or part of the CONTRACT to an AFFILIATE without the consent of CONTRACTOR by giving written notice to
CONTRACTOR.

16. FORCE MAJEURE


(a) COMPANY and CONTRACTOR are each excused from performance of the affected part of an obligation of the CONTRACT while
performance is prevented by a FORCE MAJEURE EVENT unless the event was contributed to by the fault of the party or was due to
circumstances that could have been avoided or mitigated by the exercise of reasonable diligence.
(b) Only the following are FORCE MAJEURE EVENTS: (i) riots, wars, blockades, or threats or acts of sabotage or terrorism; (ii)
earthquakes, floods, fires, named hurricanes or cyclones, tidal waves, tornadoes, or other natural physical disasters; (iii) radioactive
contamination, epidemics, maritime or aviation disasters; (iv) strikes or labour disputes at a national or regional level or involving labour not
forming part of CONTRACTOR GROUP or COMPANY GROUP, which materially impair the ability of the party claiming force majeure to
perform the CONTRACT; (v) government sanctions, embargoes, mandates, or laws, that prevent performance; (vi) inability of a party to
timely obtain licences, permits, or governmental consents required for performance; or (vii) non-performance of a party’s
SUBCONTRACTOR where the SUBCONTRACTOR has been or is affected by one of the above FORCE MAJEURE EVENTS. However,
performance will only be excused under this sub-paragraph if the parties to the CONTRACT agree that substitute performance by another
SUBCONTRACTOR is impracticable under the circumstances.
(c) A party whose performance is delayed or prevented will use reasonable endeavours to notify the other party and mitigate the effects of
any FORCE MAJEURE.
(d) COMPANY may terminate the CONTRACT if any FORCE MAJEURE EVENT results in a delay that exceeds 90 consecutive or 180
cumulative days.

17. NOTICES
All notices or other communications under the CONTRACT must be in English and in writing, and: (i) delivered by hand; (ii) sent by prepaid
courier; (iii) sent by registered post; or (iv) sent by email with confirmation receipt requested. Notices and communications are effective
when actually delivered at the address specified in the CONTRACT.

18. GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES

18.1. Governing Law


This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its subject matter or formation, including
any non-contractual disputes or claims, will be exclusively governed by and construed in accordance with the laws of the Federal Republic
of Nigeria, excluding conflict of law rules and choice of law principles that provide otherwise. The United Nations Convention on the
International Sale of Goods will not apply to this CONTRACT.

18.2. Dispute Resolution

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_______________________________________________________________________________________________________________________________________________
(a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or formation, whether in tort, contract,
under statute, or otherwise, including any question regarding its existence, validity, interpretation, breach, or termination, and including any
non-contractual claim, will be finally and exclusively resolved by arbitration under the Arbitration and Conciliation Act, Cap. A18, Laws of the
Federation of Nigeria, 2004 (#the ACT”), and any amendments to the ACT .
(b) The arbitral tribunal, to be appointed in accordance with the arbitration rules, will consist of one arbitrator. However, if either party asserts
the amount in controversy exceeds USD $5 million, then the tribunal will consist of three arbitrators.
(c) The seat of the arbitration will be Lagos, Nigeria.
(d) The language of the arbitration will be English.
(e) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar interim relief from any court with
competent jurisdiction. Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the parties. The
parties will carry out the award without delay. Judgment upon any award or order may be entered in any court having jurisdiction. All aspects
of the arbitration will be considered confidential.

18.3. Specific Performance


COMPANY is entitled to specific performance of the CONTRACT.

19. ADDITIONAL LEGAL PROVISIONS


(a) The parties retain their rights and remedies under APPLICABLE LAWS, subject to any provisions in the CONTRACT that provide
otherwise.
(b) A provision of the CONTRACT is not waived unless made in writing by an authorised representative of the waiving party.
(c) Provisions that state that they survive or by their nature are intended to survive completion of performance or termination of the
CONTRACT do so, along with all remedies attached to them.
(d) Amendments to the CONTRACT must be made in writing and signed by the parties’ authorised representatives in order to be binding.
(e) Members of CONTRACTOR GROUP or COMPANY GROUP not a party to the CONTRACT, but conferred rights in it are entitled to
enforce those rights, but are not required to consent to amend or terminate those rights.
(f) The CONTRACT sets forth the entire agreement between the parties concerning its subject matter and supersedes any other
agreements or statements pertaining to the same subject matter, except those agreements or statements expressly referenced in the
CONTRACT as included. Any confidentiality agreement pertaining to the subject matter will remain in effect according to its terms, unless
the CONTRACT provides that it is terminated or replaced.

_____________________________________________
For The Shell Petroleum Dev.Company of Nigeria Ltd

(hereinafter called SHELL)

Page 18 of 18
The Shell Petroleum Development Company of Nigeria Limited
Shell Industrial Area
Rumuobiakani
P.O. Box 263
Port Harcourt
Rivers State.

Vendor Code : 126562 PURCHASE ORDER


SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL & PO Number : 4510389195
2 CHIEF DAVIES IKANYA DRIVE Date : 17.09.2017
OFF BOSKEL RD, KM 17 ABA/PHC EX Buyer : PO Automation Support Group
PORT-HARCOURT Tel. No. : 20813
Nigeria Fax No. : 39103
E-mail : dorisogeonyema@yahoo.co.uk E-mail : iPortal_Admin@shell.com

Contact Person : DORIS ONYEM Our Reference : NG01018387


Telephone No. : 08023083278 Variation No. : Original
Fax No. : 08034050771 Urgency : NORMAL
Ordered By : Engineering

Please deliver to:


SPDC Work Management Plant
SPDC Work Management Plant
Port Harcourt
Nigeria

Scope of Supply
Please supply/deliver the services/materials shown below, subject to all terms and conditions incorporated and forming part of
this purchase order, which shall be only express terms of contract.

The provisions of the contract (if any) between Shell and Contractor, numbered and referenced above ("the Contract"), shall be
applicable to and shall govern this Purchase Order. Notwithstanding any provisions to the contrary, the contract (if any) shall take
precedence over the General Conditions stated in the Purchase Order.

Terms of Payment: 45 Days Net - No Discount

General Instructions

The Total PO Value (as detailed on page 2) shall mean the maximum anticipated value of services to
be executed under this PO for the duration of the contract. Notwithstanding the stated Total PO
Value, the parties hereby expressly acknowledge that the Contractor is not entitled to the Total
PO value unless the services rendered and reflected in the Work Completion Certificates (WCC)
aggregate to that value. The total payments due to the Vendor shall always be limited to the value
of services rendered and reflected on the WCC.

Page 1 of 21
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SEVOIL INT`L (OIL & Date : 17.09.2017

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

10 SECTIONAL REPL OF OTUMARA


W16T
WO/NT No : 30066317 0020 SECTIONAL REPL OF OTUMARA W16T
WBS No. : C.NG.PBW.DF.17.006.1230
Location : OTUMARA F/S
Agreement no : 4610042843/00020
Final Recipient : PTP/O/NA IBISO MARTYNS

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


15.09.2017 31.12.2017

The item covers the following services:

10 31771864 Interdivisional move 1.000 EA


(Tie-in barge)

Item Currency Value USD 8,134.50 8,134.50


Item Currency Value NGN 2,987,325.00 2,987,325.00

20 31771865 Interdivisional move 1.000 EA


(Muster barge)

Item Currency Value USD 813.45 813.45


Item Currency Value NGN 298,732.50 298,732.50

30 31771866 Surveillan/Sec Cover for 1.000 HR


wellhd, FL, MFD

Item Currency Value USD 54.23 54.23


Item Currency Value NGN 19,915.50 19,915.50

40 31771919 Collect/Loadout pipe & 1.000 EA


shrinksleeves#PH

Item Currency Value USD 1,355.75 1,355.75


Item Currency Value NGN 497,887.50 497,887.50

50 31771923 Clear f/l trace of all 1000.000 M3

Page 2 of 21
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SEVOIL INT`L (OIL & Date : 17.09.2017

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

vegetation per M2

Item Currency Value USD 0.27 270.00


Item Currency Value NGN 99.58 99,580.00

60 31771924 B7.1 Exc f/l trench 210.000 M3


(min.depth =1m)

Item Currency Value USD 4.07 854.70


Item Currency Value NGN 1,493.66 313,668.60

70 31771925 B7.2 Backfill f/l 210.000 M3


trench(min.depth =1m)

Item Currency Value USD 2.98 625.80


Item Currency Value NGN 1,095.35 230,023.50

80 31772070 B10 (d) 6" f/l per joint 9.000 JT

Item Currency Value USD 176.25 1,586.25


Item Currency Value NGN 64,725.38 582,528.42

90 31772084 B12 (d) 6" f/l per joint 9.000 JT

Item Currency Value USD 21.69 195.21


Item Currency Value NGN 7,966.20 71,695.80

100 31772091 B13 (d) 6" f/l per joint 9.000 JT

Item Currency Value USD 5.42 48.78


Item Currency Value NGN 1,991.55 17,923.95

110 31772098 6" dia flowline 2.000 EA

Item Currency Value USD 433.84 867.68


Item Currency Value NGN 159,324.00 318,648.00

120 31772147 6" dia flowline 1.000 EA

Page 3 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510389195
SEVOIL INT`L (OIL & Date : 17.09.2017

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

130 31772205 B24.3- diesel boat (Al mar 15.000 EA


/ Modant mar)

Item Currency Value USD 176.25 2,643.75


Item Currency Value NGN 64,725.38 970,880.70

20 PROVISION OF TUGBOAT AND


WATER BARGE 16T
WO/NT No : 30066317 0030 PROVISION OF TUGBOAT AND WATER BARGE 16T
WBS No. : C.NG.PBW.DF.17.006.1230
Location : OTUMARA F/S
Agreement no : 4610042843/00100
Final Recipient : PTP/O/NA IBISO MARTYNS

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


15.09.2017 31.12.2017

The item covers the following services:

10 31772599 Environmental Barge 15.000 DAY

Item Currency Value USD 203.36 3,050.40


Item Currency Value NGN 74,683.13 1,120,246.95

20 31772604 Tug Boat (Twin Engine) 15.000 DAY

Item Currency Value USD 216.92 3,253.80


Item Currency Value NGN 79,662.00 1,194,930.00

30 31772597 Ramp Barge 15.000 DAY

Item Currency Value USD 189.81 2,847.15


Item Currency Value NGN 69,704.25 1,045,563.75

Page 4 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510389195
SEVOIL INT`L (OIL & Date : 17.09.2017

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

40 31772602 Diesel Flush Pump 15.000 DAY

Item Currency Value USD 122.02 1,830.30


Item Currency Value NGN 44,809.88 672,148.20

30 SECTIONAL REPL OF OTUMARA


W54T
WO/NT No : 30066318 0020 SECTIONAL REPL OF OTUMARA W54T
WBS No. : C.NG.PBW.DF.17.006.1230
Location : OTUMARA F/S
Agreement no : 4610042843/00020
Final Recipient : PTP/O/NA IBISO MARTYNS

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


15.09.2017 31.12.2017

The item covers the following services:

10 31771864 Interdivisional move 1.000 EA


(Tie-in barge)

Item Currency Value USD 8,134.50 8,134.50


Item Currency Value NGN 2,987,325.00 2,987,325.00

20 31771865 Interdivisional move 1.000 EA


(Muster barge)

Item Currency Value USD 813.45 813.45


Item Currency Value NGN 298,732.50 298,732.50

30 31771866 Surveillan/Sec Cover for 15.000 HR


wellhd, FL, MFD

Item Currency Value USD 54.23 813.45


Item Currency Value NGN 19,915.50 298,732.50

Page 5 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510389195
SEVOIL INT`L (OIL & Date : 17.09.2017

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

40 31772069 B10 (c) 4" f/l per joint 9.000 JT

Item Currency Value USD 113.88 1,024.92


Item Currency Value NGN 41,822.55 376,402.95

50 31772083 B12 (c) 4" f/l per joint 9.000 JT

Item Currency Value USD 18.98 170.82


Item Currency Value NGN 6,970.43 62,733.87

60 31772090 B13 (c) 4" f/l per joint 9.000 JT

Item Currency Value USD 5.42 48.78


Item Currency Value NGN 1,991.55 17,923.95

70 31772097 4" dia flowline 2.000 EA

Item Currency Value USD 433.84 867.68


Item Currency Value NGN 159,324.00 318,648.00

80 31772153 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

90 31772205 B24.3- diesel boat (Al mar 15.000 EA


/ Modant mar)

Item Currency Value USD 176.25 2,643.75


Item Currency Value NGN 64,725.38 970,880.70

100 31771919 Collect/Loadout pipe & 1.000 EA


shrinksleeves#PH

Item Currency Value USD 1,355.75 1,355.75


Item Currency Value NGN 497,887.50 497,887.50

Page 6 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510389195
SEVOIL INT`L (OIL & Date : 17.09.2017

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

110 31771923 Clear f/l trace of all 200.000 M3


vegetation per M2

Item Currency Value USD 0.27 54.00


Item Currency Value NGN 99.58 19,916.00

120 31771931 B7.8 Exc f/l trench 160.000 M3


(min.depth =1.5m)

Item Currency Value USD 4.88 780.80


Item Currency Value NGN 1,792.40 286,784.00

130 31771932 B7.9 Bfill f/l 160.000 M3


trench(min. depth =1.5m)

Item Currency Value USD 3.52 563.20


Item Currency Value NGN 1,294.51 207,121.60

40 PROVISION OF TUGBOAT AND


WATER BARGE 54T
WO/NT No : 30066318 0030 PROVISION OF TUGBOAT AND WATER BARGE 54T
WBS No. : C.NG.PBW.DF.17.006.1230
Location : OTUMARA F/S
Agreement no : 4610042843/00100
Final Recipient : PTP/O/NA IBISO MARTYNS

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


15.09.2017 31.12.2017

The item covers the following services:

10 31772599 Environmental Barge 15.000 DAY

Item Currency Value USD 203.36 3,050.40


Item Currency Value NGN 74,683.13 1,120,246.95

20 31772604 Tug Boat (Twin Engine) 15.000 DAY

Page 7 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510389195
SEVOIL INT`L (OIL & Date : 17.09.2017

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value USD 216.92 3,253.80


Item Currency Value NGN 79,662.00 1,194,930.00

30 31772597 Ramp Barge 15.000 DAY

Item Currency Value USD 189.81 2,847.15


Item Currency Value NGN 69,704.25 1,045,563.75

_______________________________________________________________________________________________________________________________________________

TOTAL ITEM CURRENCY VALUE USD 55,721.88


NGN20,464,175.64

TOTAL PO VALUE USD 55,721.88


NGN20,464,175.64

Page 8 of 21
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510389195
SEVOIL INT`L (OIL & Date : 17.09.2017

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

CLAUSE KEY 410

Seller shall supply the following where applicable:


(a) copies of Operations/Maintenance manuals
(b) copies of Parts Book
(c) Schematic drawings/diagram

Seller is hereby notified that acceptance of this Purchase Order implies a firm commitment to provide the following documents at stipulated
milestones:

(a) Evidence that order has been placed with the manufacturer, trading house, or other principal source, within two (2) weeks of receipt of
Purchase Order.

(b) Evidence that the material has been shipped, e.g. Bill of Lading and other shipment documents within forty-five (45) calendar days of
delivery date indicated on Purchase Order.

(c) Evidence of Clearing and Forwarding (C&F). The Customs documents and C&F documents listed below shall be submitted as evidence
of Clearing and Forwarding during delivery of the goods.

No delivery will be accepted without the Customs Duty documentation.


Seller is also informed that they are expected to pay appropriate customs duty at the designated entry point.

The Customs documents and C&F documents required as Evidence of Clearing and Forwarding are as follows:

· e-Form ‘M’
· PAAR
· Commercial Invoice
· Airway Bill or Bill of Lading
· Packing List
· Combined Certificate of Value and Origin (CCVO)
· Single Goods Declarations (ASYCUDA)
· Custom Assessment Notice
· Bank Receipt of Payment
· Exit Note

(d) However, Seller shall advise us their best expedited delivery date if earlier than the Purchase Order delivery date.

Be reminded that SPDC reserves the right to cancel this Purchase Order if vendor fails to provide evidence of any or all of these milestones
prior to agreed order due date.

Please note the Delivery Conditions of this PO.

Page 9 of 21
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SEVOIL INT`L (OIL & Date : 17.09.2017

_______________________________________________________________________________________________________________________________________________
PURCHASE ORDER TERMS FOR GOODS AND SERVICES

These terms and conditions apply to the CONTRACT between COMPANY and CONTRACTOR, which may be in the form of a purchase
order or a work statement (the #CONTRACT”). These terms and conditions are binding between COMPANY and CONTRACTOR and
supersede and replace any CONTRACTOR terms and conditions or previous contracts for SCOPE. In the event any special terms are
agreed between the parties, the special terms will prevail over terms contained in these terms and conditions. Where these terms and
conditions are attached to or incorporated in a CONTRACT issued under an existing contract, the terms and conditions of that existing
contract will prevail.

PART A

1. DEFINITIONS
Capitalised words and expressions have the following meanings when interpreting the CONTRACT:

ACCEPTANCE: COMPANY accepts SCOPE in writing or is deemed to have accepted SCOPE in the manner specified by the CONTRACT.

AFFILIATE: in reference to a PERSON, any other PERSON that: (a) directly or indirectly controls or is controlled by the first PERSON; or (b)
is directly or indirectly controlled by a PERSON that also directly or indirectly controls the first PERSON. A PERSON controls another
PERSON if that first PERSON has the power to direct or cause the direction of the management of the other PERSON, whether directly or
indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of
voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise. An AFFILIATE of COMPANY is also an
AFFILIATE of Royal Dutch Shell, plc.

AGENCY PERSONNEL: those CONTRACTOR PERSONNEL who are not direct employees but are working under the direct control and
supervision of CONTRACTOR GROUP.

ANTI-BRIBERY LAWS: all APPLICABLE LAWS that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments, or
other benefits to, any GOVERNMENT OFFICIAL or any other PERSON, including: (a) the United States Foreign Corrupt Practices Act of
1977; and (b) the United Kingdom Bribery Act 2010.

APPLICABLE LAWS: where applicable to a PERSON, property, or circumstance, and as amended from time to time: (a) statutes (including
regulations enacted under those statutes); (b) national, regional, provincial, state, municipal, or local laws; (c) judgments and orders of
courts of competent jurisdiction; (d) rules, regulations, and orders issued by government agencies, authorities, and other regulatory bodies;
and (e) regulatory approvals, permits, licences, approvals, and authorisations.

BOOKS AND RECORDS: books, accounts, contracts, records, and documentation, in electronic format or otherwise, in respect of the
CONTRACT and performance of SCOPE.

COMPANY GROUP: COMPANY and (a) its CO-VENTURERS and JOINT VENTURES; (b) any AFFILIATE of COMPANY, its JOINT
VENTURES, or its CO-VENTURERS; and (c) any director, officer, employee, or other individual working under the direct control and
supervision of COMPANY, its JOINT VENTURES, or CO-VENTURERS, or the AFFILIATES of COMPANY, its JOINT VENTURES, or
CO-VENTURERS.

COMPANY PROVIDED ITEMS: items of materials, equipment, services, or facilities, provided by COMPANY to CONTRACTOR to perform
SCOPE.

CONFIDENTIAL INFORMATION: all technical, commercial, or other information, and all documents and other tangible items that record
information, whether on paper, in machine readable format, by sound or video, by way of samples or otherwise, relating to a PERSON’s
business, including WORK PRODUCT, PERSONAL DATA and SCOPE provided to that PERSON, business plans, property, way of doing
business, business results or prospects, the terms and negotiations of the CONTRACT, proprietary software, IP RIGHTS, and business

Page 10 of 21
Vendor Code : 126562
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SEVOIL INT`L (OIL & Date : 17.09.2017

_______________________________________________________________________________________________________________________________________________
records.

CONSEQUENTIAL LOSS: (a) indirect or consequential losses; and (b) loss of production, loss of product, loss of use, and loss of revenue,
profit, or anticipated profit, whether direct, indirect, or consequential, and whether or not the losses were foreseeable at the time of entering
into the CONTRACT.

CONTRACT PRICE: the total amount payable by COMPANY to CONTRACTOR.

CONTRACTOR EQUIPMENT: any machinery, plant, tools, equipment, goods, materials, supplies, and other items (including all appropriate
associated spare parts, storage containers, packing, and securing) owned or contracted for by CONTRACTOR GROUP, provided title has
not passed and will not pass to COMPANY under the CONTRACT.

CONTRACTOR GROUP: CONTRACTOR and: (a) its SUBCONTRACTORS, (b) any AFFILIATE of CONTRACTOR or its
SUBCONTRACTORS; and (c) any director, officer, employee, other PERSON or AGENCY PERSONNEL employed by or acting for and on
behalf of CONTRACTOR, its SUBCONTRACTORS, or the AFFILIATES of CONTRACTOR and its SUBCONTRACTORS.

CONTRACTOR PERSONNEL: any individual provided by CONTRACTOR GROUP, whether directly or indirectly, and assigned to work in
connection with the performance of SCOPE, whether or not an employee of CONTRACTOR GROUP.

CO-VENTURER: any PERSON who is a party to a joint operating agreement, unitisation agreement, or similar agreement: (a) with
COMPANY or any of its AFFILIATES; and (b) which JOINT VENTURE or agreement is related to SCOPE performed under the
CONTRACT. A reference to CO-VENTURERS includes reference to each CO-VENTURER severally and to its respective successors and
permitted assigns.

FORCE MAJEURE EVENT: the events qualifying as a force majeure event as expressly set out in the CONTRACT.

GOODS: goods, materials, products, and equipment to be supplied by CONTRACTOR under the CONTRACT.

GOVERNMENT OFFICIAL: (a) any official or employee of any government, or any agency, ministry, or department of a government (at any
level); (b) anyone acting in an official capacity for a government regardless of rank or position; (c) any official or employee of a company
wholly or partially controlled by a government (e.g. a state-owned oil company), political party, or any official of a political party; (d) any
candidate for political office, or any officer or employee of a public international organisation (e.g. the United Nations or the World Bank);
and (e) any immediate family member (meaning a spouse, dependent child, or household member) of any of the foregoing.

HSSE STANDARDS: (a) all HSSE policies, manuals, standards, rules, and procedures, as communicated to CONTRACTOR, designed to
manage HSSE risks during performance of SCOPE under the CONTRACT; (b) all APPLICABLE LAWS relating to HSSE; and (c) any other
rules and procedures (whether issued by COMPANY GROUP or otherwise) in force at a relevant COMPANY GROUP WORKSITE at the
time of performance of SCOPE.

INDEMNIFY: release, save, indemnify, defend, and hold harmless.

INDIRECT TAXES: any of the following: (a) value added tax; (b) goods and services tax; or (c) sales tax or similar levy.

INSOLVENCY EVENT: when a PERSON (a) stops or suspends, or threatens to stop or suspend, payment of all or a material part of its
debts, or is unable to pay its debts as they fall due; (b) ceases or threatens to cease to carry on all or a substantial part of its business; (c)
begins negotiations for, starts any proceedings concerning, proposes or makes any agreement for the reorganisation, compromise, deferral,
or general assignment of, all or substantially all of its debts; (d) makes or proposes an arrangement for the benefit of some or all of its
creditors of all or substantially all of its debts; (e) takes any step with a view to the administration, winding up, or bankruptcy of that
PERSON; (f) is subject to an event in which all or substantially all of its assets are subject to any steps taken to enforce security over those
assets or to levy execution or similar process, including the appointment of a receiver, trustee in bankruptcy, or similar officer; or (g) is
subject to any event under the law of any relevant jurisdiction that has an analogous or equivalent effect to any of the INSOLVENCY

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EVENTS listed above.

IP RIGHTS: all patents, copyright, database rights, design rights, rights in CONFIDENTIAL INFORMATION, including know-how and trade
secrets, inventions, moral rights, trademarks and service marks (all whether registered or not and including all applications for any of them
and all equivalent rights in all parts of the world), whenever and however arising for their full term, and including any divisions, re-issues,
re-examinations, continuations, continuations-in-part, and renewals.

JOINT VENTURE: any entity in which an AFFILIATE of Royal Dutch Shell plc: (a) has a direct or indirect ownership interest; and (b) is not
an AFFILIATE.

LIABILITIES: liabilities for all claims, losses, damages, costs (including legal fees), and expenses.

LIENS: liens, attachments, charges, claims, or other encumbrances against SCOPE or property of COMPANY GROUP.

LIQUIDATED DAMAGES: amounts agreed in the CONTRACT that CONTRACTOR must pay to COMPANY if certain events or performance
as specified in the CONTRACT are not timely achieved.

OTHER CONTRACTOR: any other contractor engaged by COMPANY to perform WORK at the WORKSITE.

OTHER PERMITTED BUYER: (a) JOINT VENTURES; and (b) SHELL CONTRACTORS.

PERSON: (a) a natural person; or (b) a legal person, including any individual, partnership, limited partnership, firm, trust, body corporate,
government, governmental body, agency, or instrumentality, or unincorporated venture.

PERSONAL DATA: any information relating to an identified or identifiable individual, unless otherwise defined under APPLICABLE LAWS
related to the protection of individuals, the processing of such information, and security requirements for and the free movement of such
information.

RESTRICTED JURISDICTION: countries or states that are subject to comprehensive trade sanctions or embargoes (as may be amended
by the relevant governmental authorities from time to time).

RESTRICTED PARTY: (a) any PERSON targeted by national, regional, or multilateral trade or economic sanctions under APPLICABLE
LAWS; (b) any PERSON designated on the United Nations Financial Sanctions Lists, European Union (EU) or EU Member State
Consolidated Lists, US Department of the Treasury Office of Foreign Assets Control Lists, US State Department Non-proliferation Sanctions
Lists, or US Department of Commerce Denied Persons List, in force from time to time; or (c) any AFFILIATES of such PERSONS; and (d)
any PERSON acting on behalf of a PERSON referred to in the foregoing.

SCOPE: all activities and obligations to be performed by or on behalf of CONTRACTOR under the CONTRACT, including those set out in
the SCOPE description.

SERVICES: services to be supplied by CONTRACTOR under the CONTRACT, including the results of those services.

SHELL CONTRACTOR: a PERSON acting as a contractor of an AFFILIATE of Royal Dutch Shell plc.

SOFTWARE: any software forming part of SCOPE or necessary for the intended use of SCOPE, including, as applicable, the database and
all machine codes, binaries, object codes or source codes, whether in a machine or human readable form, and all improvements,
modifications, and updates, flow charts, logic diagrams, passwords, and output tapes, and any future updates, releases, and generally
available associated software items, together with the licence to use them or ownership rights in them.

STANDARDS OF PRACTICE: the sound standards, principles, and practices that are recognised and generally accepted in the international
oil, gas, and petrochemical industry.

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SUBCONTRACT: any contract between CONTRACTOR and a SUBCONTRACTOR or between a SUBCONTRACTOR and another
SUBCONTRACTOR of any tier for the performance of any part of SCOPE, including any call off under framework agreements and supply
agreements for materials.

SUBCONTRACTOR: any party to a SUBCONTRACT, other than COMPANY and CONTRACTOR, including any employers of AGENCY
PERSONNEL (except as explicitly provided otherwise).

TAXES: all taxes, duties, levies, import, export, customs, stamp or excise duties (including clearing and brokerage charges), charges,
surcharges, withholdings, deductions, or contributions that are imposed or assessed by any competent authority of the country where
SCOPE is performed or any other country in accordance with APPLICABLE LAWS.

TRADE CONTROL LAWS: all APPLICABLE LAWS concerning the import, export, or re-export of goods, software, or technology, or their
direct product, including: (a) applicable customs regulations, Council Regulation (EC) No. 428/2009; (b) any sanction regulations issued by
the Council of the European Union; (c) the International Traffic in Arms Regulations ("ITAR"); (d) the Export Administration Regulations
("EAR"); and (e) the regulations and orders issued or administered by the US Department of the Treasury, Office of Foreign Assets Control
in relation to export control, anti-boycott, and trade sanctions matters.

VARIATION: a modification or alteration of, addition to, or deletion of, all or part of SCOPE.

VARIATION ASSESSMENT: a proposal prepared by CONTRACTOR in respect of a VARIATION in which it provides full detail of the
following: (a) the impact of the proposed VARIATION on SCOPE; (b) a detailed schedule for the performance of adjusted SCOPE; (c) the
effect on the CONTRACT PRICE (if any), determined in accordance with the CONTRACT; and (d) any other information COMPANY
concludes is necessary for its evaluation.

VARIATION ORDER: a written order for a VARIATION authorised by COMPANY.

WORK PRODUCT: any and all information, reports, data, drawings, computer programs, source and object codes, program documentation,
spread sheets, presentations, analyses, results, conclusions, findings, solutions, calculations, studies, concepts, codes, manuals,
inventions, business models, designs, prototypes, magnetic data, flow charts, recommendations, working notes, specifications or other
information, documents, or materials, which arise out of or are made, created, or generated for COMPANY, directly or indirectly, in the
course of performance of SCOPE, or which are made, created, or generated from or using COMPANY GROUP’S CONFIDENTIAL
INFORMATION or COMPANY GROUP’s IP RIGHTS.

WORKSITE: lands, waters, and other places on, under, in, or through which SCOPE or activities in connection with SCOPE are to be
performed, including manufacturing, fabrication, or storage facilities, offshore installations, floating construction equipment, vessels, offices,
workshops, camps, or messing facilities. WORKSITE does not include any lands, waters, or other places used during transportation to and
from WORKSITES.

2. REQUIREMENTS PERTAINING TO SCOPE


(a) This CONTRACT is non-exclusive and carries no requirement for COMPANY to place any orders or purchase any minimum quantities.
COMPANY may acquire same or similar SCOPE from other suppliers.
(b) Time is of the essence for the performance of SCOPE.
(c) Any information supplied by COMPANY is the property of COMPANY and will not be used by CONTRACTOR for any purpose other
than for performance of the CONTRACT.

3. REQUIREMENTS PERTAINING TO GOODS


(a) CONTRACTOR guarantees that GOODS supplied in connection with the performance of SCOPE will be: (i) without fault, defect, or
deficiency; (ii) new on delivery, unless otherwise specified in the CONTRACT; (iii) fit for use for any purpose specified in the CONTRACT;
and (iv) in strict conformance with the CONTRACT and any specification, drawing, or other description supplied by COMPANY to
CONTRACTOR and agreed to as part of the CONTRACT.

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(b) Unless a different period is specified in the SCOPE DESCRIPTION, CONTRACTOR’s warranty for GOODS applies to all defects
arising within 12 months of COMPANY’s ACCEPTANCE of GOODS.
(c) Following ACCEPTANCE by COMPANY of the GOODS, the warranties set out in this Article are in lieu of all other warranties expressed
or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR retains risk of loss of and damage to the GOODS until delivery is complete in accordance with the INCOTERMS in any
case where INCOTERMS are specified, otherwise when COMPANY takes physical possession of the GOODS.
(e) Title to the GOODS will pass to COMPANY at the earlier of: (i) risk of loss of and damage to the GOODS passing to COMPANY; or (ii)
as COMPANY makes payment for the GOODS.
(f) CONTRACTOR will pack the GOODS so that they may be transported and unloaded safely. CONTRACTOR represents that, on
delivery, the GOODS will have been accurately described, classified, marked, and labelled, in accordance with the CONTRACT, all
APPLICABLE LAWS, and STANDARDS OF PRACTICE.

4. REQUIREMENTS PERTAINING TO SERVICES


4.1. SERVICES Warranties
(a) CONTRACTOR warrants that all SERVICES supplied in connection with the performance of SCOPE will be: (i) performed in accordance
with the CONTRACT; (ii) fit for use for any purpose specified in the CONTRACT; and (iii) free from any defect or deficiency.
(b) Unless a different period is specified in the SCOPE description, CONTRACTOR’s warranty for SERVICES applies to all defects arising
within 12 months of COMPANY’s ACCEPTANCE of the SERVICES.
(c) Following ACCEPTANCE by COMPANY of the SERVICES, the warranties set out in this Article are in lieu of all other warranties
expressed or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR will supply SERVICES diligently, efficiently, and carefully, in a good and professional manner, and in accordance with
the CONTRACT and all STANDARDS OF PRACTICE. CONTRACTOR will furnish all skills, labour, supervision, equipment, goods,
materials, supplies, transport, and storage required for SERVICES.

4.2. CONTRACTOR PERSONNEL in Connection with SERVICES


Where required by COMPANY, CONTRACTOR will perform at its own expense security background checks and obtain entry credentials for
CONTRACTOR PERSONNEL on COMPANY GROUP WORKSITES.

5. COMPENSATION, PAYMENT, AND INVOICING


(a) COMPANY agrees to pay the CONTRACT PRICE to CONTRACTOR in the currency specified in the Schedule of Prices, and at the
times and in the manner specified in this Article. The CONTRACT PRICE is all-inclusive except for value added tax or sales tax.
(b) CONTRACTOR will invoice only after ACCEPTANCE of SCOPE, except as otherwise provided in the CONTRACT.
(c) COMPANY will pay CONTRACTOR any undisputed amount within the time period specified in the CONTRACT after receipt of a correct
and adequately supported invoice. An invoice is considered unsupported when COMPANY cannot reasonably verify the legitimacy or
accuracy of the invoice using the information provided by CONTRACTOR or if supporting documentation is missing.
(d) Payment of an invoice is not: (i) by itself an accord and satisfaction, or otherwise a limitation of the rights of the parties in connection
with the matter; or (ii) evidence SCOPE was performed in accordance with the CONTRACT.
(e) If COMPANY disputes an invoice, COMPANY may withhold payment of any disputed part of an invoice and pay only the undisputed
part. COMPANY may, on notice to CONTRACTOR, set off any liabilities between CONTRACTOR and COMPANY arising out of the
CONTRACT or any other agreement. Any exercise by COMPANY of its rights under this provision will be without prejudice to any other
rights or remedies available to COMPANY.

6. QUALITY ASSURANCE
CONTRACTOR must have quality assurance programs in place adequate to support its performance of SCOPE.

7. ACCESS TO COMPANY SYSTEMS, INFORMATION, OR INFRASTRUCTURE


In the event that performance of SCOPE requires CONTRACTOR or CONTRACTOR PERSONNEL to access COMPANY GROUP’s
technical information, information technology, or resources (including COMPANY’s infrastructure), CONTRACTOR will sign and comply with
COMPANY’s standard terms and conditions for access and security, unless other terms applicable to the CONTRACT were agreed on by
the parties in writing.

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8. VARIATIONS
COMPANY may request, or CONTRACTOR may initiate, a VARIATION ASSESSMENT for reasons of emergency, safety, or other
reasonable necessity. CONTRACTOR is not entitled to a VARIATION for matters that were included in SCOPE, or matters that
CONTRACTOR agreed to perform or take into account in connection with the CONTRACT. COMPANY may reject or accept the
VARIATION ASSESSMENT by issuing a VARIATION ORDER.

9. INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE


(a) To confirm SCOPE complies with the CONTRACT, CONTRACTOR will perform all tests and inspections required by the CONTRACT,
APPLICABLE LAWS and, unless otherwise specified in the CONTRACT, STANDARDS OF PRACTICE.
(b) CONTRACTOR will request ACCEPTANCE from COMPANY: i) of GOODS by completion of delivery; or ii) of SERVICES by writing on
completion of SCOPE. Other than to start the period for any warranty of limited duration, ACCEPTANCE does not limit or waive any
remedies.

10. REMEDIAL ACTIONS


If defects in SCOPE are discovered, CONTRACTOR will provide a plan to remedy the defects and will remedy the defects in an expeditious
manner. Without prejudice to other remedies it may have, COMPANY may perform or have others perform some or all of the remedial
actions, and CONTRACTOR will pay or promptly reimburse COMPANY for all costs CONTRACTOR would have been liable for under the
CONTRACT where: (i) emergency situations or other HSSE risks require the immediate performance of remedial actions; (ii)
CONTRACTOR presents a plan which does not provide for expeditious completion of warranty work; or (iii) CONTRACTOR does not timely
complete the actions according to the agreed schedule. CONTRACTOR’s warranties against defects are assignable, and CONTRACTOR
will assign to COMPANY all manufacturers’ warranties or will pursue for COMPANY or its assignee all warranties that cannot be assigned.

11. RIGHTS REGARDING CUSTOMS CLEARING AGENTS (CCA)


COMPANY and CONTRACTOR anticipate that performance of SCOPE will require customs clearance activities, which might include a
Customs Clearing Agent (CCA) responsible for: (a) arranging to pass the relevant documents at customs, (b) arranging for customs
inspections as required, (c) checking and processing duty and VAT payments as applicable, and (d) applying for refunds, where applicable.
Third parties performing such activities are SUBCONTRACTORS to CONTRACTOR, unless COMPANY has agreed in writing in the
CONTRACT or an amendment thereto to assume such responsibilities, Whether or not such rights are provided for other
SUBCONTRACTORS, COMPANY is entitled to approve the selection of the CCA. CONTRACTOR will timely provide information on its
intended CCA, with sufficient supporting information as necessary to allow COMPANY to evaluate the selection. Where COMPANY
accepts the selection of the CCA, but with conditions, CONTRACTOR will take account of COMPANY’s conditions, make necessary
changes to satisfy the conditions, and re-issue its request to approve the CCA. Where COMPANY declines to approve the CCA,
CONTRACTOR will promptly propose an alternative, or COMPANY may recommend a CCA which CONTRACTOR will accept absent sound
reasons made known to COMPANY for not doing so. CONTRACTOR may not proceed with the relevant part of SCOPE until COMPANY
has given its consent. In requiring CONTRACTOR’s cooperation in allowing COMPANY to approve the CCA, COMPANY GROUP
assumes no responsibilities or liabilities for the SCOPE, which will remain as provided for all other SUBCONTRACTS.

CONTRACTOR is responsible for any performance of the Purchase Order and all activities, omissions, and defaults of its CCA, as if they
were the activities, omissions, or defaults of CONTRACTOR.

PART B

1. PERFORMANCE
(a) CONTRACTOR will participate in business performance reviews to discuss HSSE performance, CONTRACTOR’S financial condition
and other key performance indicators (KPIs).
(b) The frequency of business performance reviews will be established by the SCOPE description or alternatively, by COMPANY’S
representative.

2. TAXES

2.1 CONTRACTOR TAXES

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CONTRACTOR will be responsible for payment of all TAXES, and any interest, fines, or penalties for which CONTRACTOR GROUP is
liable for: (a) income, capital gains, and wages; and (b) import or export of CONTRACTOR EQUIPMENT, or the movement of
CONTRACTOR PERSONNEL.

2.2 INDIRECT TAXES


CONTRACTOR will add to the invoice as a separate item, and COMPANY will pay in addition to the CONTRACT PRICE, if applicable, any
INDIRECT TAXES.

2.3 Withholding
(a) Where required under APPLICABLE LAWS, COMPANY will withhold, or deduct and pay over to relevant authorities, TAXES from
amounts payable to CONTRACTOR. CONTRACTOR acknowledges that any sum withheld or deducted will, for the purpose of the
CONTRACT, be deemed to have been paid to CONTRACTOR and that the sum is a corresponding discharge of COMPANY´s liability to
CONTRACTOR under the CONTRACT.
(b) Where COMPANY makes a withholding or deduction, COMPANY will provide CONTRACTOR with credit notes upon receipt from the
Federal Inland Revenue Service (#FIRS”) or appropriate tax authority.
(c) If CONTRACTOR holds a valid exemption certificate, it will provide copies or further information to substantiate an entitlement to avoid
the withholding, which COMPANY may then rely on to apply the exemption.

3. LIENS
CONTRACTOR warrants good and clear title to SCOPE supplied. CONTRACTOR will not permit CONTRACTOR GROUP to place any
LIENS or claim any LIENS. CONTRACTOR will immediately notify COMPANY and promptly remove any LINES by CONTRACTOR
GROUP.

4. SUSPENSION
(a) COMPANY may suspend the CONTRACT or reduce SCOPE for cause by written notice with immediate effect pending COMPANY’s
decision on termination where COMPANY concludes it has grounds to terminate the CONTRACT for cause. Where suspending for cause,
CONTRACTOR will not be entitled to any VARIATION or other compensation.
(b) COMPANY may suspend the CONTRACT or reduce SCOPE for convenience at its own discretion with seven days’ prior written notice.
CONTRACTOR may seek a VARIATION if actions required by suspension impact the schedule or timing of SCOPE.
(c) COMPANY may at any time withdraw by written notice all or part of a suspension and CONTRACTOR will resume performance.

5. TERMINATION

5.1. Termination by COMPANY


(a) COMPANY may terminate the CONTRACT or reduce SCOPE for cause by written notice with immediate effect if: (i) in connection with
the performance of the CONTRACT, CONTRACTOR breaches its own Business Principles, or if it has no equivalent principles, then Shell’s
Business Principles; (ii) any member of CONTRACTOR GROUP violates ANTI-BRIBERY LAWS, applicable competition laws, TRADE
CONTROL LAWS, other APPLICABLE LAWS, or HSSE STANDARDS or causes COMPANY to be in violation of those laws; (iii) any
member of CONTRACTOR GROUP becomes a RESTRICTED PARTY; or (iv) CONTRACTOR is subject to an INSOLVENCY EVENT.
(b) COMPANY may terminate the CONTRACT or reduce SCOPE for cause where COMPANY determines CONTRACTOR materially
breached a term or condition of the CONTRACT other than those set out in the preceding paragraph. COMPANY will first provide written
notice which may require CONTRACTOR to remedy the breach, or COMPANY may terminate the CONTRACT if COMPANY determines the
breach is not capable of timely remedy, or it is not subsequently remedied.
(c) COMPANY may terminate the CONTRACT or reduce SCOPE for convenience at its own discretion with 30 days’ prior written notice.

5.2. Termination by CONTRACTOR


(a) CONTRACTOR may terminate the CONTRACT with prior written notice of at least 30 days when: (i) COMPANY fails to pay an
undisputed amount to CONTRACTOR that is properly presented, due, and payable for more than 60 days; and (ii) COMPANY fails to cure
or provide proper grounds for non-payment during the notice period.
(b) CONTRACTOR’S termination rights do not apply to non-payment in the case of COMPANY’S valid exercise of set off rights.

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5.3. CONTRACTOR Obligations on Termination
On any termination, CONTRACTOR will promptly cease performance, give access to SCOPE in progress, avoid unreasonable interference
with others, and take reasonable steps to allow COMPANY to complete SCOPE, including turning over all documentation for SCOPE and
SOFTWARE which was to be supplied in connection with the CONTRACT.

5.4. Compensation in the Event of Termination


(a) On any termination, COMPANY will determine and pay (subject to valid set offs) the amounts owed to CONTRACTOR for SCOPE
properly performed prior to termination.
(b) If COMPANY terminates the CONTRACT #for convenience” or CONTRACTOR validly terminates for non-payment, COMPANY will also
pay reasonable, unavoidable, and auditable demobilisation costs that COMPANY has specifically agreed elsewhere in the CONTRACT to
pay on termination for convenience by COMPANY.

5.5. Exclusive Reasons for Termination


The parties waive any right to terminate, rescind, or otherwise end the CONTRACT, on grounds other than those set out in the CONTRACT.

6. LIQUIDATED DAMAGES
Any LIQUIDATED DAMAGES set out in the CONTRACT are genuine pre-estimates of the losses that may be sustained by failure of
performance. COMPANY may claim demonstrated general damages in any case where LIQUIDATED DAMAGES are unenforceable.

7. LIABILITIES AND INDEMNITIES


(a) Liability for loss of and damage to property and for personal injury, death, or disease to any PERSON, arising in connection with the
CONTRACT, will be determined in accordance with APPLICABLE LAW.
(b) Neither party will be liable to the other for that other party’s own CONSEQUENTIAL LOSS, REGARDLESS OF NEGLIGENCE OR
OTHER FAULT.
(c) Neither party excludes or limits its LIABILITIES to the extent they may not be excluded under APPLICABLE LAW.

8. INSURANCE
Prior to commencement of performance, CONTRACTOR will arrange any insurance required by APPLICABLE LAW, and maintain that
insurance in effect throughout the duration of the CONTRACT. Satisfaction of the obligation to procure insurance and perform other actions
in connection with this Article will not relieve CONTRACTOR of any other obligations or LIABILITIES.

9. COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS

9.1. APPLICABLE LAWS


CONTRACTOR will comply with APPLICABLE LAWS in the performance of the CONTRACT and will notify COMPANY of any material
breaches.

9.2. Business Principles


(a) CONTRACTOR acknowledges that it has actual knowledge of: (i) the Shell General Business Principles, at www.shell.com/sgbp, and
Shell’s Supplier Principles, at www.shell.com/suppliers; (ii) Shell’s Code of Conduct, at
http://www.shell.com/home/content/aboutshell/who_we_are/our_values/code_of_conduct/; and iii) Shell’s Global Helpline, at
http://www.shell.com/ home/content/aboutshell/who_we_are/our_values/compliance_helpline/.
(b) CONTRACTOR agrees that it and each member of CONTRACTOR GROUP will adhere to and notify of violations of the principles
contained in the Shell General Business Principles and Shell Supplier Principles (or where CONTRACTOR has adopted equivalent
principles, to those equivalent principles) in all its dealings with or on behalf of COMPANY, in connection with this CONTRACT and related
matters.
(c) If CONTRACTOR GROUP supplies staff that work on behalf of COMPANY or represent COMPANY, CONTRACTOR commits that the
staff will behave in a manner that is consistent with the Shell Code of Conduct.

9.3. Anti-Bribery and Corruption


(a) CONTRACTOR represents that, in connection with this CONTRACT and related matters: (i) it is knowledgeable about ANTI-BRIBERY

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LAWS applicable to the performance of the CONTRACT, including the Corrupt Practices and Other Related Offences Act, Laws of the
Federation of Nigeria 2004; Criminal Code Act Cap. 38, Laws of the Federation of Nigeria 2004; the Penal Code (Northern States) Federal
Provisions Act Cap.P3, Laws of the Federation of Nigeria, 2004; the Economic and Financial Crimes Commission (Establishment) Act Cap.
E.1, Laws of the Federation of Nigeria, 2004, (all as amended from time to time), and will comply with all such laws; (ii) CONTRACTOR
GROUP has not made, offered, authorised, or accepted, and will not make, offer, authorise, or accept, any payment, gift, promise, or other
advantage, whether directly or through any other PERSON, to or for the use or benefit of any GOVERNMENT OFFICIAL or any other
PERSON where that payment, gift, promise, or other advantage would:
(a) comprise a facilitation payment; or (B) violate the relevant ANTI-BRIBERY LAWS.
(b) CONTRACTOR will immediately notify COMPANY if CONTRACTOR receives or becomes aware of any request from a GOVERNMENT
OFFICIAL or any other PERSON that is prohibited by the preceding paragraph.
(c) CONTRACTOR will maintain adequate internal controls and procedures to ensure compliance with ANTI-BRIBERY LAWS, including the
ability to demonstrate compliance through adequate and accurate recording of transactions in its BOOKS AND RECORDS.
(d) COMPANY will have the right to confirm compliance with ANTI-BRIBERY LAWS and record keeping by audit. CONTRACTOR will keep
BOOKS AND RECORDS available for audit for a period as directed by COMPANY for at least as long as the period for retention of records
for financial and performance audit.
(e) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES arising out of CONTRACTOR’s breach of ANTI-BRIBERY
LAWS or any related undertakings under this Article.

9.4. Export and Trade Controls


(a) CONTRACTOR will comply with, all applicable TRADE CONTROL LAWS and will provide COMPANY with necessary data to comply
with TRADE CONTROL LAWS.
(b) CONTRACTOR will ensure that, except with the prior written consent of COMPANY: (i) COMPANY PROVIDED ITEMS are not
exported, provided, or made available to any RESTRICTED JURISDICTION or RESTRICTED PARTIES; (ii) CONTRACTOR PERSONNEL
with access to COMPANY GROUP’s technical information, information technology resources (including COMPANY GROUP’s
infrastructure), or COMPANY GROUP WORKSITES, are not RESTRICTED PARTIES or nationals of a RESTRICTED JURISDICTION; and
(iii) CONTRACTOR will not utilise SUBCONTRACTORS that are RESTRICTED PARTIES.

9.5. PERSONAL DATA Protection


(a) CONTRACTOR will implement all appropriate security measures to protect PERSONAL DATA against accidental, unlawful, or
unauthorised (i) destruction, (ii) loss, (iii) alteration, (iv) disclosure, or (v) access (including remote access). CONTRACTOR will protect
PERSONAL DATA against all other forms of unlawful processing, including unnecessary collection, transfer, or processing, beyond what is
strictly necessary for the performance of SCOPE.
(b) CONTRACTOR is not authorized to and will not process COMPANY GROUP PERSONAL DATA, whether or not included in the SCOPE
description, unless CONTRACTOR has first entered into a data privacy agreement as instructed by COMPANY.

9.6. Health, Safety, Security, and Environment (#HSSE”)


In performing SCOPE at COMPANY GROUP WORKSITES, CONTRACTOR will at all times: (i) pursue Shell’s HSSE principle of Goal Zero;
(ii) comply with Shell’s #Life Saving Rules”, at http://www.shell.com/global/environment- society/safety/culture.html; and (iii) comply with
other applicable HSSE STANDARDS.

9.7 Local Content and Opportunity


(a) CONTRACTOR will abide by and comply, and cause its SUBCONTRACTORS to comply, with all APPLICABLE LAWS on Nigerian
content, which is defined in the Nigerian Oil & Gas Industry Content Development Act to mean #the quantum of composite value added to
or created in the Nigerian economy by a systematic development of capacity and capabilities through the deliberate utilisation of Nigerian
human, material resources, and services in the Nigerian oil and gas industry”. CONTRACTOR will also maximise Nigerian Content in
performance of SCOPE.
(b) CONTRACTOR will promote the sustainable development of Nigerian businesses as suppliers and service providers, establish training
programs when specified by COMPANY, as well as utilise, as much as possible, goods and services procured from Nigerian markets.
(c) Any contravention of the Nigerian Oil and Gas Industry Content Development Act or failure by CONTRACTOR to comply with its Nigerian
content obligations as outlined in the CONTRACT, will entitle COMPANY to terminate the CONTRACT. CONTRACTOR will include the
provisions of this Article in all its SUBCONTRACTS.

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10. CONFIDENTIAL INFORMATION


(a) CONTRACTOR will not disclose or permit a disclosure to a third party of COMPANY GROUP’s CONFIDENTIAL INFORMATION
without the prior written consent of COMPANY and will use COMPANY GROUP’s CONFIDENTIAL INFORMATION only in connection with
performance of the CONTRACT.
(b) Information that CONTRACTOR can prove at disclosure is public knowledge, in the possession of CONTRACTOR without binder of
secrecy, or developed independently of COMPANY’s CONFIDENTAL INFORMATION is not CONFIDENTIAL INFORMATION. Restrictions
on disclosure of COMPANY’s CONFIDENTIAL INFORMATION will cease if CONTRACTOR can prove that the information had become
part of the public knowledge through no fault of CONTRACTOR GROUP or is subsequently disclosed to CONTRACTOR without an
obligation of confidentiality by a third party who has the legal right to do so.
(c) On COMPANY’s request, CONTRACTOR will return promptly any CONFIDENTIAL INFORMATION and delete it from electronic
storage, and delete or destroy all extracts or analyses that reflect any CONFIDENTIAL INFORMATION.
(d) Except where the obligation is expressly stated elsewhere in the CONTRACT or through a separate agreement, COMPANY GROUP will
not have an obligation of non-disclosure or non-use regarding information provided by CONTRACTOR or any other member of
CONTRACTOR GROUP.
(e) CONTRACTOR must obtain written approval from COMPANY before proceeding with any external communications in connection with
the CONTRACT, disclosure of business relationships, or use of COMPANY’s trademarks.

11. INTELLECTUAL PROPERTY


(a) Except for IP RIGHTS vested in CONTRACTOR as provided below, all ownership rights, title, and interest in and to SCOPE and WORK
PRODUCT will vest in COMPANY. This CONTRACT does not grant CONTRACTOR GROUP any rights, title, or interest in or to COMPANY
GROUP’s IP RIGHTS, other than those set out in the CONTRACT. IP RIGHTS created by modifications, amendments, enhancements, or
improvements (including tailor-made to the specifications of COMPANY) to COMPANY GROUP’s IP RIGHTS, or made using COMPANY
GROUP’s CONFIDENTIAL INFORMATION, will vest with COMPANY or its nominee when created.
(b) CONTRACTOR, warranting that it is entitled to do so, grants to COMPANY GROUP the irrevocable, non-exclusive, perpetual,
worldwide, royalty-free right and licence, with the right to grant sub-licences, to possess, and use any of CONTRACTOR’s IP RIGHTS
embodied in SCOPE, including the right to import, export, operate, sell, maintain, modify and repair SCOPE. CONTRACTOR warrants that
any possession or use of SCOPE as delivered by CONTRACTOR or of CONTRACTOR’s IP RIGHTS will not infringe the IP RIGHTS of any
third party.
(c) COMPANY’s ownership rights in SCOPE under this article will not extend to CONTRACTOR’s IP RIGHTS that: (i) pre-existed
performance under the CONTRACT; (ii) are developed independently from performance of the CONTRACT; or (iii) are used by
CONTRACTOR in connection with or to perform the CONTRACT, but are not based on or arising out of COMPANY GROUP’s IP RIGHTS
or CONFIDENTIAL INFORMATION.
(d) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees, transferees, and sublicensees permitted by this CONTRACT for any
LIABILITIES resulting from any claim that the possession or use of any SCOPE or WORK PRODUCT infringes or misappropriates the IP
RIGHTS of any third party.

12. FINANCIAL AND PERFORMANCE AUDIT


(a) COMPANY will have the right to audit: (i) invoiced charges and proper invoicing; (ii) other BOOKS AND RECORDS; and (iii) the
performance of any other of CONTRACTOR’s obligations under the CONTRACT, where capable of being verified by audit.
(b) Based on the findings of the audit the parties will settle any amounts charged incorrectly within 45 days of any audit finding; and
CONTRACTOR will provide or re-perform any SCOPE where the requirement to do so is identified by any audit within 45 days of any audit
finding.
(c) CONTRACTOR will keep BOOKS AND RECORDS available for audit for the longer of the following periods: (i) five years following
termination of the CONTRACT or any longer period as required by APPLICABLE LAWS; or (ii) two years after the period expires on any
obligation of CONTRACTOR to perform or re-perform any SCOPE.
(d) If a longer period is specified in the CONTRACT for retention of relevant records for compliance with ANTI-BRIBERY LAWS,
CONTRACTOR will comply with that requirement.

13. RELATIONSHIP OF THE PARTIES


(a) CONTRACTOR is an independent contractor in all aspects of performance under the CONTRACT. CONTRACTOR is responsible for the

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_______________________________________________________________________________________________________________________________________________
method and manner of performance to achieve the results required by the CONTRACT.
(b) Neither the CONTRACT nor its performance creates a partnership or joint venture. No party is appointed as agent of the other. The
CONTRACT does not permit CONTRACTOR to make any commitment on behalf of COMPANY GROUP.
(c) CONTRACTOR and CONTRACTOR PERSONNEL are not to be considered employees of any member of COMPANY GROUP and are
not eligible to participate in any of COMPANY GROUP’s employee benefit plans. CONTRACTOR will indemnify COMPANY GROUP for any
LIABILITIES related to claims for private or governmental benefits by CONTRACTOR or CONTRACTOR PERSONNEL.

14. CONTRACTOR PERSONNEL AND SUBCONTRACTING


(a) CONTRACTOR is responsible for any SCOPE performed by and all activities, omissions, and defaults of any SUBCONTRACTOR and
all CONTRACTOR PERSONNEL as if they were the activities, omissions, or defaults of CONTRACTOR.
(b) CONTRACTOR may not subcontract any part of its obligations under the CONTRACT except as agreed in writing by COMPANY.
(c) CONTRACTOR will ensure that SUBCONTRACTS are in all material respects consistent with the terms and conditions of the
CONTRACT.

15. ASSIGNMENT
An assignment or novation by a party of all or part of the CONTRACT requires the written consent of the other party, except that COMPANY
may assign and novate all or part of the CONTRACT to an AFFILIATE without the consent of CONTRACTOR by giving written notice to
CONTRACTOR.

16. FORCE MAJEURE


(a) COMPANY and CONTRACTOR are each excused from performance of the affected part of an obligation of the CONTRACT while
performance is prevented by a FORCE MAJEURE EVENT unless the event was contributed to by the fault of the party or was due to
circumstances that could have been avoided or mitigated by the exercise of reasonable diligence.
(b) Only the following are FORCE MAJEURE EVENTS: (i) riots, wars, blockades, or threats or acts of sabotage or terrorism; (ii)
earthquakes, floods, fires, named hurricanes or cyclones, tidal waves, tornadoes, or other natural physical disasters; (iii) radioactive
contamination, epidemics, maritime or aviation disasters; (iv) strikes or labour disputes at a national or regional level or involving labour not
forming part of CONTRACTOR GROUP or COMPANY GROUP, which materially impair the ability of the party claiming force majeure to
perform the CONTRACT; (v) government sanctions, embargoes, mandates, or laws, that prevent performance; (vi) inability of a party to
timely obtain licences, permits, or governmental consents required for performance; or (vii) non-performance of a party’s
SUBCONTRACTOR where the SUBCONTRACTOR has been or is affected by one of the above FORCE MAJEURE EVENTS. However,
performance will only be excused under this sub-paragraph if the parties to the CONTRACT agree that substitute performance by another
SUBCONTRACTOR is impracticable under the circumstances.
(c) A party whose performance is delayed or prevented will use reasonable endeavours to notify the other party and mitigate the effects of
any FORCE MAJEURE.
(d) COMPANY may terminate the CONTRACT if any FORCE MAJEURE EVENT results in a delay that exceeds 90 consecutive or 180
cumulative days.

17. NOTICES
All notices or other communications under the CONTRACT must be in English and in writing, and: (i) delivered by hand; (ii) sent by prepaid
courier; (iii) sent by registered post; or (iv) sent by email with confirmation receipt requested. Notices and communications are effective
when actually delivered at the address specified in the CONTRACT.

18. GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES

18.1. Governing Law


This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its subject matter or formation, including
any non-contractual disputes or claims, will be exclusively governed by and construed in accordance with the laws of the Federal Republic
of Nigeria, excluding conflict of law rules and choice of law principles that provide otherwise. The United Nations Convention on the
International Sale of Goods will not apply to this CONTRACT.

18.2. Dispute Resolution

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(a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or formation, whether in tort, contract,
under statute, or otherwise, including any question regarding its existence, validity, interpretation, breach, or termination, and including any
non-contractual claim, will be finally and exclusively resolved by arbitration under the Arbitration and Conciliation Act, Cap. A18, Laws of the
Federation of Nigeria, 2004 (#the ACT”), and any amendments to the ACT .
(b) The arbitral tribunal, to be appointed in accordance with the arbitration rules, will consist of one arbitrator. However, if either party asserts
the amount in controversy exceeds USD $5 million, then the tribunal will consist of three arbitrators.
(c) The seat of the arbitration will be Lagos, Nigeria.
(d) The language of the arbitration will be English.
(e) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar interim relief from any court with
competent jurisdiction. Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the parties. The
parties will carry out the award without delay. Judgment upon any award or order may be entered in any court having jurisdiction. All aspects
of the arbitration will be considered confidential.

18.3. Specific Performance


COMPANY is entitled to specific performance of the CONTRACT.

19. ADDITIONAL LEGAL PROVISIONS


(a) The parties retain their rights and remedies under APPLICABLE LAWS, subject to any provisions in the CONTRACT that provide
otherwise.
(b) A provision of the CONTRACT is not waived unless made in writing by an authorised representative of the waiving party.
(c) Provisions that state that they survive or by their nature are intended to survive completion of performance or termination of the
CONTRACT do so, along with all remedies attached to them.
(d) Amendments to the CONTRACT must be made in writing and signed by the parties’ authorised representatives in order to be binding.
(e) Members of CONTRACTOR GROUP or COMPANY GROUP not a party to the CONTRACT, but conferred rights in it are entitled to
enforce those rights, but are not required to consent to amend or terminate those rights.
(f) The CONTRACT sets forth the entire agreement between the parties concerning its subject matter and supersedes any other
agreements or statements pertaining to the same subject matter, except those agreements or statements expressly referenced in the
CONTRACT as included. Any confidentiality agreement pertaining to the subject matter will remain in effect according to its terms, unless
the CONTRACT provides that it is terminated or replaced.

_____________________________________________
For The Shell Petroleum Dev.Company of Nigeria Ltd

(hereinafter called SHELL)

Page 21 of 21
The Shell Petroleum Development Company of Nigeria Limited
Shell Industrial Area
Rumuobiakani
P.O. Box 263
Port Harcourt
Rivers State.

Vendor Code : 126562 PURCHASE ORDER


SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL & PO Number : 4510405124
2 CHIEF DAVIES IKANYA DRIVE Date : 14.08.2018
OFF BOSKEL RD, KM 17 ABA/PHC EX Buyer : PO Automation Support Group C/o PHAOKJ
PORT-HARCOURT Tel. No. : 20813
Nigeria Fax No. : 39103
E-mail : dorisogeonyema@yahoo.co.uk E-mail : iPortal_Admin@shell.com

Contact Person : DORIS ONYEM Our Reference : NG01018387


Telephone No. : 08023083278 Variation No. : Original
Fax No. : 08034050771 Urgency : NORMAL
Ordered By : Engineering

Please deliver to:


SPDC Work Management Plant
SPDC Work Management Plant
Port Harcourt
Nigeria

Scope of Supply
Please supply/deliver the services/materials shown below, subject to all terms and conditions incorporated and forming part of
this purchase order, which shall be only express terms of contract.

The provisions of the contract (if any) between Shell and Contractor, numbered and referenced above ("the Contract"), shall be
applicable to and shall govern this Purchase Order. Notwithstanding any provisions to the contrary, the contract (if any) shall take
precedence over the General Conditions stated in the Purchase Order.

Terms of Payment: 45 Days Net - No Discount

General Instructions

"The Total Purchase order Value shall mean the maximum anticipated valueof services to be executed
under this PO for the duration of the contract. Notwithstanding the stated Total PO Value, the
parties hereby expressly acknowledge that the Contractor is not entitled to the Total PO value
unless the services rendered and reflected in the Work Completion Certificates (WCC) aggregate to
that value. The total payments due to the Vendor shall always be limited to the value of services
rendered and reflected on the WCC".

Page 1 of 17
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Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

10 Soku W7L Fl Replacement 4


x 7.8m pt 2
WO/NT No : 30070753 0020 Soku W7L Fl Replacement 4 x 7.8m pt 2
WBS No. : C.NG.AFS.DL.18.016.1200
Location : SOKU F/S
Agreement no : 4610042843/00020
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


07.08.2018 30.11.2018

The item covers the following services:

10 31771941 (e) 4# (above 0.4" wall 7000.000 M


thickness)

Item Currency Value USD 16.27 113,890.00


Item Currency Value NGN 5,974.65 41,822,550.00

20 31771954 (e) 4# (above 0.4" wall 800.000 M


thickness)

Item Currency Value USD 16.27 13,016.00


Item Currency Value NGN 5,974.65 4,779,720.00

30 31772069 B10 (c) 4" f/l per joint 80.000 JT

Item Currency Value USD 113.88 9,110.40


Item Currency Value NGN 41,822.55 3,345,804.00

40 31772083 B12 (c) 4" f/l per joint 758.000 JT

Item Currency Value USD 18.98 14,386.84


Item Currency Value NGN 6,970.43 5,283,585.94

50 31772090 B13 (c) 4" f/l per joint 758.000 JT

Item Currency Value USD 5.42 4,108.36

Page 2 of 17
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SEVOIL INT`L (OIL & Date : 14.08.2018

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_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value NGN 1,991.55 1,509,594.90

60 31772111 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

70 31772153 4" dia flowline 1.000 EA

Item Currency Value USD 433.84 433.84


Item Currency Value NGN 159,324.00 159,324.00

80 31772186 Pressure Test hkup 1.000 EA


arm@5400psi for 24hrs

Item Currency Value USD 542.30 542.30


Item Currency Value NGN 199,155.00 199,155.00

90 31772189 Fab/inst oil wellhd hkup 1.000 EA


arm & paint arm

Item Currency Value USD 1,898.05 1,898.05


Item Currency Value NGN 697,042.50 697,042.50

100 31772199 B22.11- Disconn F/L @ F/S 1.000 EA


& Wellhd, etc

Item Currency Value USD 40.67 40.67


Item Currency Value NGN 14,936.63 14,936.63

110 31772200 B22.12- Reconn F/L @ F/S & 1.000 EA


Wellhd, etc

Item Currency Value USD 40.67 40.67


Item Currency Value NGN 14,936.63 14,936.63

120 31772203 Fab std riv-xing warning 8.000 EA


&paint signpost

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Vendor Code : 126562
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SEVOIL INT`L (OIL & Date : 14.08.2018

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value USD 542.30 4,338.40


Item Currency Value NGN 199,155.00 1,593,240.00

130 31772204 Inst std riv-xing warning 8.000 EA


sign posts

Item Currency Value USD 406.73 3,253.84


Item Currency Value NGN 149,366.25 1,194,930.00

_______________________________________________________________________________________________________________________________________________

TOTAL ITEM CURRENCY VALUE USD 165,493.21


NGN60,774,143.60

TOTAL PO VALUE USD 165,493.21


NGN60,774,143.60

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SEVOIL INT`L (OIL & Date : 14.08.2018

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_______________________________________________________________________________________________________________________________________________

CLAUSE KEY 410

Seller shall supply the following where applicable:


(a) copies of Operations/Maintenance manuals
(b) copies of Parts Book
(c) Schematic drawings/diagram

Seller is hereby notified that acceptance of this Purchase Order implies a firm commitment to provide the following documents at stipulated
milestones:

(a) Evidence that order has been placed with the manufacturer, trading house, or other principal source, within two (2) weeks of receipt of
Purchase Order.

(b) Evidence that the material has been shipped, e.g. Bill of Lading and other shipment documents within forty-five (45) calendar days of
delivery date indicated on Purchase Order.

(c) Evidence of Clearing and Forwarding (C&F). The Customs documents and C&F documents listed below shall be submitted as evidence
of Clearing and Forwarding during delivery of the goods.

No delivery will be accepted without the Customs Duty documentation.


Seller is also informed that they are expected to pay appropriate customs duty at the designated entry point.

The Customs documents and C&F documents required as Evidence of Clearing and Forwarding are as follows:

· e-Form ‘M’
· PAAR
· Commercial Invoice
· Airway Bill or Bill of Lading
· Packing List
· Combined Certificate of Value and Origin (CCVO)
· Single Goods Declarations (ASYCUDA)
· Custom Assessment Notice
· Bank Receipt of Payment
· Exit Note

(d) However, Seller shall advise us their best expedited delivery date if earlier than the Purchase Order delivery date.

Be reminded that SPDC reserves the right to cancel this Purchase Order if vendor fails to provide evidence of any or all of these milestones
prior to agreed order due date.

Please note the Delivery Conditions of this PO.

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PURCHASE ORDER TERMS FOR GOODS AND SERVICES

These terms and conditions apply to the CONTRACT between COMPANY and CONTRACTOR, which may be in the form of a purchase
order or a work statement (the #CONTRACT”). These terms and conditions are binding between COMPANY and CONTRACTOR and
supersede and replace any CONTRACTOR terms and conditions or previous contracts for SCOPE. In the event any special terms are
agreed between the parties, the special terms will prevail over terms contained in these terms and conditions. Where these terms and
conditions are attached to or incorporated in a CONTRACT issued under an existing contract, the terms and conditions of that existing
contract will prevail.

PART A

1. DEFINITIONS
Capitalised words and expressions have the following meanings when interpreting the CONTRACT:

ACCEPTANCE: COMPANY accepts SCOPE in writing or is deemed to have accepted SCOPE in the manner specified by the CONTRACT.

AFFILIATE: in reference to a PERSON, any other PERSON that: (a) directly or indirectly controls or is controlled by the first PERSON; or (b)
is directly or indirectly controlled by a PERSON that also directly or indirectly controls the first PERSON. A PERSON controls another
PERSON if that first PERSON has the power to direct or cause the direction of the management of the other PERSON, whether directly or
indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of
voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise. An AFFILIATE of COMPANY is also an
AFFILIATE of Royal Dutch Shell, plc.

AGENCY PERSONNEL: those CONTRACTOR PERSONNEL who are not direct employees but are working under the direct control and
supervision of CONTRACTOR GROUP.

ANTI-BRIBERY LAWS: all APPLICABLE LAWS that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments, or
other benefits to, any GOVERNMENT OFFICIAL or any other PERSON, including: (a) the United States Foreign Corrupt Practices Act of
1977; and (b) the United Kingdom Bribery Act 2010.

APPLICABLE LAWS: where applicable to a PERSON, property, or circumstance, and as amended from time to time: (a) statutes (including
regulations enacted under those statutes); (b) national, regional, provincial, state, municipal, or local laws; (c) judgments and orders of
courts of competent jurisdiction; (d) rules, regulations, and orders issued by government agencies, authorities, and other regulatory bodies;
and (e) regulatory approvals, permits, licences, approvals, and authorisations.

BOOKS AND RECORDS: books, accounts, contracts, records, and documentation, in electronic format or otherwise, in respect of the
CONTRACT and performance of SCOPE.

COMPANY GROUP: COMPANY and (a) its CO-VENTURERS and JOINT VENTURES; (b) any AFFILIATE of COMPANY, its JOINT
VENTURES, or its CO-VENTURERS; and (c) any director, officer, employee, or other individual working under the direct control and
supervision of COMPANY, its JOINT VENTURES, or CO-VENTURERS, or the AFFILIATES of COMPANY, its JOINT VENTURES, or
CO-VENTURERS.

COMPANY PROVIDED ITEMS: items of materials, equipment, services, or facilities, provided by COMPANY to CONTRACTOR to perform
SCOPE.

CONFIDENTIAL INFORMATION: all technical, commercial, or other information, and all documents and other tangible items that record
information, whether on paper, in machine readable format, by sound or video, by way of samples or otherwise, relating to a PERSON’s
business, including WORK PRODUCT, PERSONAL DATA and SCOPE provided to that PERSON, business plans, property, way of doing
business, business results or prospects, the terms and negotiations of the CONTRACT, proprietary software, IP RIGHTS, and business

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records.

CONSEQUENTIAL LOSS: (a) indirect or consequential losses; and (b) loss of production, loss of product, loss of use, and loss of revenue,
profit, or anticipated profit, whether direct, indirect, or consequential, and whether or not the losses were foreseeable at the time of entering
into the CONTRACT.

CONTRACT PRICE: the total amount payable by COMPANY to CONTRACTOR.

CONTRACTOR EQUIPMENT: any machinery, plant, tools, equipment, goods, materials, supplies, and other items (including all appropriate
associated spare parts, storage containers, packing, and securing) owned or contracted for by CONTRACTOR GROUP, provided title has
not passed and will not pass to COMPANY under the CONTRACT.

CONTRACTOR GROUP: CONTRACTOR and: (a) its SUBCONTRACTORS, (b) any AFFILIATE of CONTRACTOR or its
SUBCONTRACTORS; and (c) any director, officer, employee, other PERSON or AGENCY PERSONNEL employed by or acting for and on
behalf of CONTRACTOR, its SUBCONTRACTORS, or the AFFILIATES of CONTRACTOR and its SUBCONTRACTORS.

CONTRACTOR PERSONNEL: any individual provided by CONTRACTOR GROUP, whether directly or indirectly, and assigned to work in
connection with the performance of SCOPE, whether or not an employee of CONTRACTOR GROUP.

CO-VENTURER: any PERSON who is a party to a joint operating agreement, unitisation agreement, or similar agreement: (a) with
COMPANY or any of its AFFILIATES; and (b) which JOINT VENTURE or agreement is related to SCOPE performed under the
CONTRACT. A reference to CO-VENTURERS includes reference to each CO-VENTURER severally and to its respective successors and
permitted assigns.

FORCE MAJEURE EVENT: the events qualifying as a force majeure event as expressly set out in the CONTRACT.

GOODS: goods, materials, products, and equipment to be supplied by CONTRACTOR under the CONTRACT.

GOVERNMENT OFFICIAL: (a) any official or employee of any government, or any agency, ministry, or department of a government (at any
level); (b) anyone acting in an official capacity for a government regardless of rank or position; (c) any official or employee of a company
wholly or partially controlled by a government (e.g. a state-owned oil company), political party, or any official of a political party; (d) any
candidate for political office, or any officer or employee of a public international organisation (e.g. the United Nations or the World Bank);
and (e) any immediate family member (meaning a spouse, dependent child, or household member) of any of the foregoing.

HSSE STANDARDS: (a) all HSSE policies, manuals, standards, rules, and procedures, as communicated to CONTRACTOR, designed to
manage HSSE risks during performance of SCOPE under the CONTRACT; (b) all APPLICABLE LAWS relating to HSSE; and (c) any other
rules and procedures (whether issued by COMPANY GROUP or otherwise) in force at a relevant COMPANY GROUP WORKSITE at the
time of performance of SCOPE.

INDEMNIFY: release, save, indemnify, defend, and hold harmless.

INDIRECT TAXES: any of the following: (a) value added tax; (b) goods and services tax; or (c) sales tax or similar levy.

INSOLVENCY EVENT: when a PERSON (a) stops or suspends, or threatens to stop or suspend, payment of all or a material part of its
debts, or is unable to pay its debts as they fall due; (b) ceases or threatens to cease to carry on all or a substantial part of its business; (c)
begins negotiations for, starts any proceedings concerning, proposes or makes any agreement for the reorganisation, compromise, deferral,
or general assignment of, all or substantially all of its debts; (d) makes or proposes an arrangement for the benefit of some or all of its
creditors of all or substantially all of its debts; (e) takes any step with a view to the administration, winding up, or bankruptcy of that
PERSON; (f) is subject to an event in which all or substantially all of its assets are subject to any steps taken to enforce security over those
assets or to levy execution or similar process, including the appointment of a receiver, trustee in bankruptcy, or similar officer; or (g) is
subject to any event under the law of any relevant jurisdiction that has an analogous or equivalent effect to any of the INSOLVENCY

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EVENTS listed above.

IP RIGHTS: all patents, copyright, database rights, design rights, rights in CONFIDENTIAL INFORMATION, including know-how and trade
secrets, inventions, moral rights, trademarks and service marks (all whether registered or not and including all applications for any of them
and all equivalent rights in all parts of the world), whenever and however arising for their full term, and including any divisions, re-issues,
re-examinations, continuations, continuations-in-part, and renewals.

JOINT VENTURE: any entity in which an AFFILIATE of Royal Dutch Shell plc: (a) has a direct or indirect ownership interest; and (b) is not
an AFFILIATE.

LIABILITIES: liabilities for all claims, losses, damages, costs (including legal fees), and expenses.

LIENS: liens, attachments, charges, claims, or other encumbrances against SCOPE or property of COMPANY GROUP.

LIQUIDATED DAMAGES: amounts agreed in the CONTRACT that CONTRACTOR must pay to COMPANY if certain events or performance
as specified in the CONTRACT are not timely achieved.

OTHER CONTRACTOR: any other contractor engaged by COMPANY to perform WORK at the WORKSITE.

OTHER PERMITTED BUYER: (a) JOINT VENTURES; and (b) SHELL CONTRACTORS.

PERSON: (a) a natural person; or (b) a legal person, including any individual, partnership, limited partnership, firm, trust, body corporate,
government, governmental body, agency, or instrumentality, or unincorporated venture.

PERSONAL DATA: any information relating to an identified or identifiable individual, unless otherwise defined under APPLICABLE LAWS
related to the protection of individuals, the processing of such information, and security requirements for and the free movement of such
information.

RESTRICTED JURISDICTION: countries or states that are subject to comprehensive trade sanctions or embargoes (as may be amended
by the relevant governmental authorities from time to time).

RESTRICTED PARTY: (a) any PERSON targeted by national, regional, or multilateral trade or economic sanctions under APPLICABLE
LAWS; (b) any PERSON designated on the United Nations Financial Sanctions Lists, European Union (EU) or EU Member State
Consolidated Lists, US Department of the Treasury Office of Foreign Assets Control Lists, US State Department Non-proliferation Sanctions
Lists, or US Department of Commerce Denied Persons List, in force from time to time; or (c) any AFFILIATES of such PERSONS; and (d)
any PERSON acting on behalf of a PERSON referred to in the foregoing.

SCOPE: all activities and obligations to be performed by or on behalf of CONTRACTOR under the CONTRACT, including those set out in
the SCOPE description.

SERVICES: services to be supplied by CONTRACTOR under the CONTRACT, including the results of those services.

SHELL CONTRACTOR: a PERSON acting as a contractor of an AFFILIATE of Royal Dutch Shell plc.

SOFTWARE: any software forming part of SCOPE or necessary for the intended use of SCOPE, including, as applicable, the database and
all machine codes, binaries, object codes or source codes, whether in a machine or human readable form, and all improvements,
modifications, and updates, flow charts, logic diagrams, passwords, and output tapes, and any future updates, releases, and generally
available associated software items, together with the licence to use them or ownership rights in them.

STANDARDS OF PRACTICE: the sound standards, principles, and practices that are recognised and generally accepted in the international
oil, gas, and petrochemical industry.

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SUBCONTRACT: any contract between CONTRACTOR and a SUBCONTRACTOR or between a SUBCONTRACTOR and another
SUBCONTRACTOR of any tier for the performance of any part of SCOPE, including any call off under framework agreements and supply
agreements for materials.

SUBCONTRACTOR: any party to a SUBCONTRACT, other than COMPANY and CONTRACTOR, including any employers of AGENCY
PERSONNEL (except as explicitly provided otherwise).

TAXES: all taxes, duties, levies, import, export, customs, stamp or excise duties (including clearing and brokerage charges), charges,
surcharges, withholdings, deductions, or contributions that are imposed or assessed by any competent authority of the country where
SCOPE is performed or any other country in accordance with APPLICABLE LAWS.

TRADE CONTROL LAWS: all APPLICABLE LAWS concerning the import, export, or re-export of goods, software, or technology, or their
direct product, including: (a) applicable customs regulations, Council Regulation (EC) No. 428/2009; (b) any sanction regulations issued by
the Council of the European Union; (c) the International Traffic in Arms Regulations ("ITAR"); (d) the Export Administration Regulations
("EAR"); and (e) the regulations and orders issued or administered by the US Department of the Treasury, Office of Foreign Assets Control
in relation to export control, anti-boycott, and trade sanctions matters.

VARIATION: a modification or alteration of, addition to, or deletion of, all or part of SCOPE.

VARIATION ASSESSMENT: a proposal prepared by CONTRACTOR in respect of a VARIATION in which it provides full detail of the
following: (a) the impact of the proposed VARIATION on SCOPE; (b) a detailed schedule for the performance of adjusted SCOPE; (c) the
effect on the CONTRACT PRICE (if any), determined in accordance with the CONTRACT; and (d) any other information COMPANY
concludes is necessary for its evaluation.

VARIATION ORDER: a written order for a VARIATION authorised by COMPANY.

WORK PRODUCT: any and all information, reports, data, drawings, computer programs, source and object codes, program documentation,
spread sheets, presentations, analyses, results, conclusions, findings, solutions, calculations, studies, concepts, codes, manuals,
inventions, business models, designs, prototypes, magnetic data, flow charts, recommendations, working notes, specifications or other
information, documents, or materials, which arise out of or are made, created, or generated for COMPANY, directly or indirectly, in the
course of performance of SCOPE, or which are made, created, or generated from or using COMPANY GROUP’S CONFIDENTIAL
INFORMATION or COMPANY GROUP’s IP RIGHTS.

WORKSITE: lands, waters, and other places on, under, in, or through which SCOPE or activities in connection with SCOPE are to be
performed, including manufacturing, fabrication, or storage facilities, offshore installations, floating construction equipment, vessels, offices,
workshops, camps, or messing facilities. WORKSITE does not include any lands, waters, or other places used during transportation to and
from WORKSITES.

2. REQUIREMENTS PERTAINING TO SCOPE


(a) This CONTRACT is non-exclusive and carries no requirement for COMPANY to place any orders or purchase any minimum quantities.
COMPANY may acquire same or similar SCOPE from other suppliers.
(b) Time is of the essence for the performance of SCOPE.
(c) Any information supplied by COMPANY is the property of COMPANY and will not be used by CONTRACTOR for any purpose other
than for performance of the CONTRACT.

3. REQUIREMENTS PERTAINING TO GOODS


(a) CONTRACTOR guarantees that GOODS supplied in connection with the performance of SCOPE will be: (i) without fault, defect, or
deficiency; (ii) new on delivery, unless otherwise specified in the CONTRACT; (iii) fit for use for any purpose specified in the CONTRACT;
and (iv) in strict conformance with the CONTRACT and any specification, drawing, or other description supplied by COMPANY to
CONTRACTOR and agreed to as part of the CONTRACT.

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(b) Unless a different period is specified in the SCOPE DESCRIPTION, CONTRACTOR’s warranty for GOODS applies to all defects
arising within 12 months of COMPANY’s ACCEPTANCE of GOODS.
(c) Following ACCEPTANCE by COMPANY of the GOODS, the warranties set out in this Article are in lieu of all other warranties expressed
or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR retains risk of loss of and damage to the GOODS until delivery is complete in accordance with the INCOTERMS in any
case where INCOTERMS are specified, otherwise when COMPANY takes physical possession of the GOODS.
(e) Title to the GOODS will pass to COMPANY at the earlier of: (i) risk of loss of and damage to the GOODS passing to COMPANY; or (ii)
as COMPANY makes payment for the GOODS.
(f) CONTRACTOR will pack the GOODS so that they may be transported and unloaded safely. CONTRACTOR represents that, on
delivery, the GOODS will have been accurately described, classified, marked, and labelled, in accordance with the CONTRACT, all
APPLICABLE LAWS, and STANDARDS OF PRACTICE.

4. REQUIREMENTS PERTAINING TO SERVICES


4.1. SERVICES Warranties
(a) CONTRACTOR warrants that all SERVICES supplied in connection with the performance of SCOPE will be: (i) performed in accordance
with the CONTRACT; (ii) fit for use for any purpose specified in the CONTRACT; and (iii) free from any defect or deficiency.
(b) Unless a different period is specified in the SCOPE description, CONTRACTOR’s warranty for SERVICES applies to all defects arising
within 12 months of COMPANY’s ACCEPTANCE of the SERVICES.
(c) Following ACCEPTANCE by COMPANY of the SERVICES, the warranties set out in this Article are in lieu of all other warranties
expressed or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR will supply SERVICES diligently, efficiently, and carefully, in a good and professional manner, and in accordance with
the CONTRACT and all STANDARDS OF PRACTICE. CONTRACTOR will furnish all skills, labour, supervision, equipment, goods,
materials, supplies, transport, and storage required for SERVICES.

4.2. CONTRACTOR PERSONNEL in Connection with SERVICES


Where required by COMPANY, CONTRACTOR will perform at its own expense security background checks and obtain entry credentials for
CONTRACTOR PERSONNEL on COMPANY GROUP WORKSITES.

5. COMPENSATION, PAYMENT, AND INVOICING


(a) COMPANY agrees to pay the CONTRACT PRICE to CONTRACTOR in the currency specified in the Schedule of Prices, and at the
times and in the manner specified in this Article. The CONTRACT PRICE is all-inclusive except for value added tax or sales tax.
(b) CONTRACTOR will invoice only after ACCEPTANCE of SCOPE, except as otherwise provided in the CONTRACT.
(c) COMPANY will pay CONTRACTOR any undisputed amount within the time period specified in the CONTRACT after receipt of a correct
and adequately supported invoice. An invoice is considered unsupported when COMPANY cannot reasonably verify the legitimacy or
accuracy of the invoice using the information provided by CONTRACTOR or if supporting documentation is missing.
(d) Payment of an invoice is not: (i) by itself an accord and satisfaction, or otherwise a limitation of the rights of the parties in connection
with the matter; or (ii) evidence SCOPE was performed in accordance with the CONTRACT.
(e) If COMPANY disputes an invoice, COMPANY may withhold payment of any disputed part of an invoice and pay only the undisputed
part. COMPANY may, on notice to CONTRACTOR, set off any liabilities between CONTRACTOR and COMPANY arising out of the
CONTRACT or any other agreement. Any exercise by COMPANY of its rights under this provision will be without prejudice to any other
rights or remedies available to COMPANY.

6. QUALITY ASSURANCE
CONTRACTOR must have quality assurance programs in place adequate to support its performance of SCOPE.

7. ACCESS TO COMPANY SYSTEMS, INFORMATION, OR INFRASTRUCTURE


In the event that performance of SCOPE requires CONTRACTOR or CONTRACTOR PERSONNEL to access COMPANY GROUP’s
technical information, information technology, or resources (including COMPANY’s infrastructure), CONTRACTOR will sign and comply with
COMPANY’s standard terms and conditions for access and security, unless other terms applicable to the CONTRACT were agreed on by
the parties in writing.

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8. VARIATIONS
COMPANY may request, or CONTRACTOR may initiate, a VARIATION ASSESSMENT for reasons of emergency, safety, or other
reasonable necessity. CONTRACTOR is not entitled to a VARIATION for matters that were included in SCOPE, or matters that
CONTRACTOR agreed to perform or take into account in connection with the CONTRACT. COMPANY may reject or accept the
VARIATION ASSESSMENT by issuing a VARIATION ORDER.

9. INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE


(a) To confirm SCOPE complies with the CONTRACT, CONTRACTOR will perform all tests and inspections required by the CONTRACT,
APPLICABLE LAWS and, unless otherwise specified in the CONTRACT, STANDARDS OF PRACTICE.
(b) CONTRACTOR will request ACCEPTANCE from COMPANY: i) of GOODS by completion of delivery; or ii) of SERVICES by writing on
completion of SCOPE. Other than to start the period for any warranty of limited duration, ACCEPTANCE does not limit or waive any
remedies.

10. REMEDIAL ACTIONS


If defects in SCOPE are discovered, CONTRACTOR will provide a plan to remedy the defects and will remedy the defects in an expeditious
manner. Without prejudice to other remedies it may have, COMPANY may perform or have others perform some or all of the remedial
actions, and CONTRACTOR will pay or promptly reimburse COMPANY for all costs CONTRACTOR would have been liable for under the
CONTRACT where: (i) emergency situations or other HSSE risks require the immediate performance of remedial actions; (ii)
CONTRACTOR presents a plan which does not provide for expeditious completion of warranty work; or (iii) CONTRACTOR does not timely
complete the actions according to the agreed schedule. CONTRACTOR’s warranties against defects are assignable, and CONTRACTOR
will assign to COMPANY all manufacturers’ warranties or will pursue for COMPANY or its assignee all warranties that cannot be assigned.

11. RIGHTS REGARDING CUSTOMS CLEARING AGENTS (CCA)


COMPANY and CONTRACTOR anticipate that performance of SCOPE will require customs clearance activities, which might include a
Customs Clearing Agent (CCA) responsible for: (a) arranging to pass the relevant documents at customs, (b) arranging for customs
inspections as required, (c) checking and processing duty and VAT payments as applicable, and (d) applying for refunds, where applicable.
Third parties performing such activities are SUBCONTRACTORS to CONTRACTOR, unless COMPANY has agreed in writing in the
CONTRACT or an amendment thereto to assume such responsibilities, Whether or not such rights are provided for other
SUBCONTRACTORS, COMPANY is entitled to approve the selection of the CCA. CONTRACTOR will timely provide information on its
intended CCA, with sufficient supporting information as necessary to allow COMPANY to evaluate the selection. Where COMPANY
accepts the selection of the CCA, but with conditions, CONTRACTOR will take account of COMPANY’s conditions, make necessary
changes to satisfy the conditions, and re-issue its request to approve the CCA. Where COMPANY declines to approve the CCA,
CONTRACTOR will promptly propose an alternative, or COMPANY may recommend a CCA which CONTRACTOR will accept absent sound
reasons made known to COMPANY for not doing so. CONTRACTOR may not proceed with the relevant part of SCOPE until COMPANY
has given its consent. In requiring CONTRACTOR’s cooperation in allowing COMPANY to approve the CCA, COMPANY GROUP
assumes no responsibilities or liabilities for the SCOPE, which will remain as provided for all other SUBCONTRACTS.

CONTRACTOR is responsible for any performance of the Purchase Order and all activities, omissions, and defaults of its CCA, as if they
were the activities, omissions, or defaults of CONTRACTOR.

PART B

1. PERFORMANCE
(a) CONTRACTOR will participate in business performance reviews to discuss HSSE performance, CONTRACTOR’S financial condition
and other key performance indicators (KPIs).
(b) The frequency of business performance reviews will be established by the SCOPE description or alternatively, by COMPANY’S
representative.

2. TAXES

2.1 CONTRACTOR TAXES

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CONTRACTOR will be responsible for payment of all TAXES, and any interest, fines, or penalties for which CONTRACTOR GROUP is
liable for: (a) income, capital gains, and wages; and (b) import or export of CONTRACTOR EQUIPMENT, or the movement of
CONTRACTOR PERSONNEL.

2.2 INDIRECT TAXES


CONTRACTOR will add to the invoice as a separate item, and COMPANY will pay in addition to the CONTRACT PRICE, if applicable, any
INDIRECT TAXES.

2.3 Withholding
(a) Where required under APPLICABLE LAWS, COMPANY will withhold, or deduct and pay over to relevant authorities, TAXES from
amounts payable to CONTRACTOR. CONTRACTOR acknowledges that any sum withheld or deducted will, for the purpose of the
CONTRACT, be deemed to have been paid to CONTRACTOR and that the sum is a corresponding discharge of COMPANY´s liability to
CONTRACTOR under the CONTRACT.
(b) Where COMPANY makes a withholding or deduction, COMPANY will provide CONTRACTOR with credit notes upon receipt from the
Federal Inland Revenue Service (#FIRS”) or appropriate tax authority.
(c) If CONTRACTOR holds a valid exemption certificate, it will provide copies or further information to substantiate an entitlement to avoid
the withholding, which COMPANY may then rely on to apply the exemption.

3. LIENS
CONTRACTOR warrants good and clear title to SCOPE supplied. CONTRACTOR will not permit CONTRACTOR GROUP to place any
LIENS or claim any LIENS. CONTRACTOR will immediately notify COMPANY and promptly remove any LINES by CONTRACTOR
GROUP.

4. SUSPENSION
(a) COMPANY may suspend the CONTRACT or reduce SCOPE for cause by written notice with immediate effect pending COMPANY’s
decision on termination where COMPANY concludes it has grounds to terminate the CONTRACT for cause. Where suspending for cause,
CONTRACTOR will not be entitled to any VARIATION or other compensation.
(b) COMPANY may suspend the CONTRACT or reduce SCOPE for convenience at its own discretion with seven days’ prior written notice.
CONTRACTOR may seek a VARIATION if actions required by suspension impact the schedule or timing of SCOPE.
(c) COMPANY may at any time withdraw by written notice all or part of a suspension and CONTRACTOR will resume performance.

5. TERMINATION

5.1. Termination by COMPANY


(a) COMPANY may terminate the CONTRACT or reduce SCOPE for cause by written notice with immediate effect if: (i) in connection with
the performance of the CONTRACT, CONTRACTOR breaches its own Business Principles, or if it has no equivalent principles, then Shell’s
Business Principles; (ii) any member of CONTRACTOR GROUP violates ANTI-BRIBERY LAWS, applicable competition laws, TRADE
CONTROL LAWS, other APPLICABLE LAWS, or HSSE STANDARDS or causes COMPANY to be in violation of those laws; (iii) any
member of CONTRACTOR GROUP becomes a RESTRICTED PARTY; or (iv) CONTRACTOR is subject to an INSOLVENCY EVENT.
(b) COMPANY may terminate the CONTRACT or reduce SCOPE for cause where COMPANY determines CONTRACTOR materially
breached a term or condition of the CONTRACT other than those set out in the preceding paragraph. COMPANY will first provide written
notice which may require CONTRACTOR to remedy the breach, or COMPANY may terminate the CONTRACT if COMPANY determines the
breach is not capable of timely remedy, or it is not subsequently remedied.
(c) COMPANY may terminate the CONTRACT or reduce SCOPE for convenience at its own discretion with 30 days’ prior written notice.

5.2. Termination by CONTRACTOR


(a) CONTRACTOR may terminate the CONTRACT with prior written notice of at least 30 days when: (i) COMPANY fails to pay an
undisputed amount to CONTRACTOR that is properly presented, due, and payable for more than 60 days; and (ii) COMPANY fails to cure
or provide proper grounds for non-payment during the notice period.
(b) CONTRACTOR’S termination rights do not apply to non-payment in the case of COMPANY’S valid exercise of set off rights.

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5.3. CONTRACTOR Obligations on Termination
On any termination, CONTRACTOR will promptly cease performance, give access to SCOPE in progress, avoid unreasonable interference
with others, and take reasonable steps to allow COMPANY to complete SCOPE, including turning over all documentation for SCOPE and
SOFTWARE which was to be supplied in connection with the CONTRACT.

5.4. Compensation in the Event of Termination


(a) On any termination, COMPANY will determine and pay (subject to valid set offs) the amounts owed to CONTRACTOR for SCOPE
properly performed prior to termination.
(b) If COMPANY terminates the CONTRACT #for convenience” or CONTRACTOR validly terminates for non-payment, COMPANY will also
pay reasonable, unavoidable, and auditable demobilisation costs that COMPANY has specifically agreed elsewhere in the CONTRACT to
pay on termination for convenience by COMPANY.

5.5. Exclusive Reasons for Termination


The parties waive any right to terminate, rescind, or otherwise end the CONTRACT, on grounds other than those set out in the CONTRACT.

6. LIQUIDATED DAMAGES
Any LIQUIDATED DAMAGES set out in the CONTRACT are genuine pre-estimates of the losses that may be sustained by failure of
performance. COMPANY may claim demonstrated general damages in any case where LIQUIDATED DAMAGES are unenforceable.

7. LIABILITIES AND INDEMNITIES


(a) Liability for loss of and damage to property and for personal injury, death, or disease to any PERSON, arising in connection with the
CONTRACT, will be determined in accordance with APPLICABLE LAW.
(b) Neither party will be liable to the other for that other party’s own CONSEQUENTIAL LOSS, REGARDLESS OF NEGLIGENCE OR
OTHER FAULT.
(c) Neither party excludes or limits its LIABILITIES to the extent they may not be excluded under APPLICABLE LAW.

8. INSURANCE
Prior to commencement of performance, CONTRACTOR will arrange any insurance required by APPLICABLE LAW, and maintain that
insurance in effect throughout the duration of the CONTRACT. Satisfaction of the obligation to procure insurance and perform other actions
in connection with this Article will not relieve CONTRACTOR of any other obligations or LIABILITIES.

9. COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS

9.1. APPLICABLE LAWS


CONTRACTOR will comply with APPLICABLE LAWS in the performance of the CONTRACT and will notify COMPANY of any material
breaches.

9.2. Business Principles


(a) CONTRACTOR acknowledges that it has actual knowledge of: (i) the Shell General Business Principles, at www.shell.com/sgbp, and
Shell’s Supplier Principles, at www.shell.com/suppliers; (ii) Shell’s Code of Conduct, at
http://www.shell.com/home/content/aboutshell/who_we_are/our_values/code_of_conduct/; and iii) Shell’s Global Helpline, at
http://www.shell.com/ home/content/aboutshell/who_we_are/our_values/compliance_helpline/.
(b) CONTRACTOR agrees that it and each member of CONTRACTOR GROUP will adhere to and notify of violations of the principles
contained in the Shell General Business Principles and Shell Supplier Principles (or where CONTRACTOR has adopted equivalent
principles, to those equivalent principles) in all its dealings with or on behalf of COMPANY, in connection with this CONTRACT and related
matters.
(c) If CONTRACTOR GROUP supplies staff that work on behalf of COMPANY or represent COMPANY, CONTRACTOR commits that the
staff will behave in a manner that is consistent with the Shell Code of Conduct.

9.3. Anti-Bribery and Corruption


(a) CONTRACTOR represents that, in connection with this CONTRACT and related matters: (i) it is knowledgeable about ANTI-BRIBERY

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LAWS applicable to the performance of the CONTRACT, including the Corrupt Practices and Other Related Offences Act, Laws of the
Federation of Nigeria 2004; Criminal Code Act Cap. 38, Laws of the Federation of Nigeria 2004; the Penal Code (Northern States) Federal
Provisions Act Cap.P3, Laws of the Federation of Nigeria, 2004; the Economic and Financial Crimes Commission (Establishment) Act Cap.
E.1, Laws of the Federation of Nigeria, 2004, (all as amended from time to time), and will comply with all such laws; (ii) CONTRACTOR
GROUP has not made, offered, authorised, or accepted, and will not make, offer, authorise, or accept, any payment, gift, promise, or other
advantage, whether directly or through any other PERSON, to or for the use or benefit of any GOVERNMENT OFFICIAL or any other
PERSON where that payment, gift, promise, or other advantage would:
(a) comprise a facilitation payment; or (B) violate the relevant ANTI-BRIBERY LAWS.
(b) CONTRACTOR will immediately notify COMPANY if CONTRACTOR receives or becomes aware of any request from a GOVERNMENT
OFFICIAL or any other PERSON that is prohibited by the preceding paragraph.
(c) CONTRACTOR will maintain adequate internal controls and procedures to ensure compliance with ANTI-BRIBERY LAWS, including the
ability to demonstrate compliance through adequate and accurate recording of transactions in its BOOKS AND RECORDS.
(d) COMPANY will have the right to confirm compliance with ANTI-BRIBERY LAWS and record keeping by audit. CONTRACTOR will keep
BOOKS AND RECORDS available for audit for a period as directed by COMPANY for at least as long as the period for retention of records
for financial and performance audit.
(e) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES arising out of CONTRACTOR’s breach of ANTI-BRIBERY
LAWS or any related undertakings under this Article.

9.4. Export and Trade Controls


(a) CONTRACTOR will comply with, all applicable TRADE CONTROL LAWS and will provide COMPANY with necessary data to comply
with TRADE CONTROL LAWS.
(b) CONTRACTOR will ensure that, except with the prior written consent of COMPANY: (i) COMPANY PROVIDED ITEMS are not
exported, provided, or made available to any RESTRICTED JURISDICTION or RESTRICTED PARTIES; (ii) CONTRACTOR PERSONNEL
with access to COMPANY GROUP’s technical information, information technology resources (including COMPANY GROUP’s
infrastructure), or COMPANY GROUP WORKSITES, are not RESTRICTED PARTIES or nationals of a RESTRICTED JURISDICTION; and
(iii) CONTRACTOR will not utilise SUBCONTRACTORS that are RESTRICTED PARTIES.

9.5. PERSONAL DATA Protection


(a) CONTRACTOR will implement all appropriate security measures to protect PERSONAL DATA against accidental, unlawful, or
unauthorised (i) destruction, (ii) loss, (iii) alteration, (iv) disclosure, or (v) access (including remote access). CONTRACTOR will protect
PERSONAL DATA against all other forms of unlawful processing, including unnecessary collection, transfer, or processing, beyond what is
strictly necessary for the performance of SCOPE.
(b) CONTRACTOR is not authorized to and will not process COMPANY GROUP PERSONAL DATA, whether or not included in the SCOPE
description, unless CONTRACTOR has first entered into a data privacy agreement as instructed by COMPANY.

9.6. Health, Safety, Security, and Environment (#HSSE”)


In performing SCOPE at COMPANY GROUP WORKSITES, CONTRACTOR will at all times: (i) pursue Shell’s HSSE principle of Goal Zero;
(ii) comply with Shell’s #Life Saving Rules”, at http://www.shell.com/global/environment- society/safety/culture.html; and (iii) comply with
other applicable HSSE STANDARDS.

9.7 Local Content and Opportunity


(a) CONTRACTOR will abide by and comply, and cause its SUBCONTRACTORS to comply, with all APPLICABLE LAWS on Nigerian
content, which is defined in the Nigerian Oil & Gas Industry Content Development Act to mean #the quantum of composite value added to
or created in the Nigerian economy by a systematic development of capacity and capabilities through the deliberate utilisation of Nigerian
human, material resources, and services in the Nigerian oil and gas industry”. CONTRACTOR will also maximise Nigerian Content in
performance of SCOPE.
(b) CONTRACTOR will promote the sustainable development of Nigerian businesses as suppliers and service providers, establish training
programs when specified by COMPANY, as well as utilise, as much as possible, goods and services procured from Nigerian markets.
(c) Any contravention of the Nigerian Oil and Gas Industry Content Development Act or failure by CONTRACTOR to comply with its Nigerian
content obligations as outlined in the CONTRACT, will entitle COMPANY to terminate the CONTRACT. CONTRACTOR will include the
provisions of this Article in all its SUBCONTRACTS.

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10. CONFIDENTIAL INFORMATION


(a) CONTRACTOR will not disclose or permit a disclosure to a third party of COMPANY GROUP’s CONFIDENTIAL INFORMATION
without the prior written consent of COMPANY and will use COMPANY GROUP’s CONFIDENTIAL INFORMATION only in connection with
performance of the CONTRACT.
(b) Information that CONTRACTOR can prove at disclosure is public knowledge, in the possession of CONTRACTOR without binder of
secrecy, or developed independently of COMPANY’s CONFIDENTAL INFORMATION is not CONFIDENTIAL INFORMATION. Restrictions
on disclosure of COMPANY’s CONFIDENTIAL INFORMATION will cease if CONTRACTOR can prove that the information had become
part of the public knowledge through no fault of CONTRACTOR GROUP or is subsequently disclosed to CONTRACTOR without an
obligation of confidentiality by a third party who has the legal right to do so.
(c) On COMPANY’s request, CONTRACTOR will return promptly any CONFIDENTIAL INFORMATION and delete it from electronic
storage, and delete or destroy all extracts or analyses that reflect any CONFIDENTIAL INFORMATION.
(d) Except where the obligation is expressly stated elsewhere in the CONTRACT or through a separate agreement, COMPANY GROUP will
not have an obligation of non-disclosure or non-use regarding information provided by CONTRACTOR or any other member of
CONTRACTOR GROUP.
(e) CONTRACTOR must obtain written approval from COMPANY before proceeding with any external communications in connection with
the CONTRACT, disclosure of business relationships, or use of COMPANY’s trademarks.

11. INTELLECTUAL PROPERTY


(a) Except for IP RIGHTS vested in CONTRACTOR as provided below, all ownership rights, title, and interest in and to SCOPE and WORK
PRODUCT will vest in COMPANY. This CONTRACT does not grant CONTRACTOR GROUP any rights, title, or interest in or to COMPANY
GROUP’s IP RIGHTS, other than those set out in the CONTRACT. IP RIGHTS created by modifications, amendments, enhancements, or
improvements (including tailor-made to the specifications of COMPANY) to COMPANY GROUP’s IP RIGHTS, or made using COMPANY
GROUP’s CONFIDENTIAL INFORMATION, will vest with COMPANY or its nominee when created.
(b) CONTRACTOR, warranting that it is entitled to do so, grants to COMPANY GROUP the irrevocable, non-exclusive, perpetual,
worldwide, royalty-free right and licence, with the right to grant sub-licences, to possess, and use any of CONTRACTOR’s IP RIGHTS
embodied in SCOPE, including the right to import, export, operate, sell, maintain, modify and repair SCOPE. CONTRACTOR warrants that
any possession or use of SCOPE as delivered by CONTRACTOR or of CONTRACTOR’s IP RIGHTS will not infringe the IP RIGHTS of any
third party.
(c) COMPANY’s ownership rights in SCOPE under this article will not extend to CONTRACTOR’s IP RIGHTS that: (i) pre-existed
performance under the CONTRACT; (ii) are developed independently from performance of the CONTRACT; or (iii) are used by
CONTRACTOR in connection with or to perform the CONTRACT, but are not based on or arising out of COMPANY GROUP’s IP RIGHTS
or CONFIDENTIAL INFORMATION.
(d) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees, transferees, and sublicensees permitted by this CONTRACT for any
LIABILITIES resulting from any claim that the possession or use of any SCOPE or WORK PRODUCT infringes or misappropriates the IP
RIGHTS of any third party.

12. FINANCIAL AND PERFORMANCE AUDIT


(a) COMPANY will have the right to audit: (i) invoiced charges and proper invoicing; (ii) other BOOKS AND RECORDS; and (iii) the
performance of any other of CONTRACTOR’s obligations under the CONTRACT, where capable of being verified by audit.
(b) Based on the findings of the audit the parties will settle any amounts charged incorrectly within 45 days of any audit finding; and
CONTRACTOR will provide or re-perform any SCOPE where the requirement to do so is identified by any audit within 45 days of any audit
finding.
(c) CONTRACTOR will keep BOOKS AND RECORDS available for audit for the longer of the following periods: (i) five years following
termination of the CONTRACT or any longer period as required by APPLICABLE LAWS; or (ii) two years after the period expires on any
obligation of CONTRACTOR to perform or re-perform any SCOPE.
(d) If a longer period is specified in the CONTRACT for retention of relevant records for compliance with ANTI-BRIBERY LAWS,
CONTRACTOR will comply with that requirement.

13. RELATIONSHIP OF THE PARTIES


(a) CONTRACTOR is an independent contractor in all aspects of performance under the CONTRACT. CONTRACTOR is responsible for the

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method and manner of performance to achieve the results required by the CONTRACT.
(b) Neither the CONTRACT nor its performance creates a partnership or joint venture. No party is appointed as agent of the other. The
CONTRACT does not permit CONTRACTOR to make any commitment on behalf of COMPANY GROUP.
(c) CONTRACTOR and CONTRACTOR PERSONNEL are not to be considered employees of any member of COMPANY GROUP and are
not eligible to participate in any of COMPANY GROUP’s employee benefit plans. CONTRACTOR will indemnify COMPANY GROUP for any
LIABILITIES related to claims for private or governmental benefits by CONTRACTOR or CONTRACTOR PERSONNEL.

14. CONTRACTOR PERSONNEL AND SUBCONTRACTING


(a) CONTRACTOR is responsible for any SCOPE performed by and all activities, omissions, and defaults of any SUBCONTRACTOR and
all CONTRACTOR PERSONNEL as if they were the activities, omissions, or defaults of CONTRACTOR.
(b) CONTRACTOR may not subcontract any part of its obligations under the CONTRACT except as agreed in writing by COMPANY.
(c) CONTRACTOR will ensure that SUBCONTRACTS are in all material respects consistent with the terms and conditions of the
CONTRACT.

15. ASSIGNMENT
An assignment or novation by a party of all or part of the CONTRACT requires the written consent of the other party, except that COMPANY
may assign and novate all or part of the CONTRACT to an AFFILIATE without the consent of CONTRACTOR by giving written notice to
CONTRACTOR.

16. FORCE MAJEURE


(a) COMPANY and CONTRACTOR are each excused from performance of the affected part of an obligation of the CONTRACT while
performance is prevented by a FORCE MAJEURE EVENT unless the event was contributed to by the fault of the party or was due to
circumstances that could have been avoided or mitigated by the exercise of reasonable diligence.
(b) Only the following are FORCE MAJEURE EVENTS: (i) riots, wars, blockades, or threats or acts of sabotage or terrorism; (ii)
earthquakes, floods, fires, named hurricanes or cyclones, tidal waves, tornadoes, or other natural physical disasters; (iii) radioactive
contamination, epidemics, maritime or aviation disasters; (iv) strikes or labour disputes at a national or regional level or involving labour not
forming part of CONTRACTOR GROUP or COMPANY GROUP, which materially impair the ability of the party claiming force majeure to
perform the CONTRACT; (v) government sanctions, embargoes, mandates, or laws, that prevent performance; (vi) inability of a party to
timely obtain licences, permits, or governmental consents required for performance; or (vii) non-performance of a party’s
SUBCONTRACTOR where the SUBCONTRACTOR has been or is affected by one of the above FORCE MAJEURE EVENTS. However,
performance will only be excused under this sub-paragraph if the parties to the CONTRACT agree that substitute performance by another
SUBCONTRACTOR is impracticable under the circumstances.
(c) A party whose performance is delayed or prevented will use reasonable endeavours to notify the other party and mitigate the effects of
any FORCE MAJEURE.
(d) COMPANY may terminate the CONTRACT if any FORCE MAJEURE EVENT results in a delay that exceeds 90 consecutive or 180
cumulative days.

17. NOTICES
All notices or other communications under the CONTRACT must be in English and in writing, and: (i) delivered by hand; (ii) sent by prepaid
courier; (iii) sent by registered post; or (iv) sent by email with confirmation receipt requested. Notices and communications are effective
when actually delivered at the address specified in the CONTRACT.

18. GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES

18.1. Governing Law


This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its subject matter or formation, including
any non-contractual disputes or claims, will be exclusively governed by and construed in accordance with the laws of the Federal Republic
of Nigeria, excluding conflict of law rules and choice of law principles that provide otherwise. The United Nations Convention on the
International Sale of Goods will not apply to this CONTRACT.

18.2. Dispute Resolution

Page 16 of 17
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SEVOIL INT`L (OIL & Date : 14.08.2018

_______________________________________________________________________________________________________________________________________________
(a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or formation, whether in tort, contract,
under statute, or otherwise, including any question regarding its existence, validity, interpretation, breach, or termination, and including any
non-contractual claim, will be finally and exclusively resolved by arbitration under the Arbitration and Conciliation Act, Cap. A18, Laws of the
Federation of Nigeria, 2004 (#the ACT”), and any amendments to the ACT .
(b) The arbitral tribunal, to be appointed in accordance with the arbitration rules, will consist of one arbitrator. However, if either party asserts
the amount in controversy exceeds USD $5 million, then the tribunal will consist of three arbitrators.
(c) The seat of the arbitration will be Lagos, Nigeria.
(d) The language of the arbitration will be English.
(e) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar interim relief from any court with
competent jurisdiction. Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the parties. The
parties will carry out the award without delay. Judgment upon any award or order may be entered in any court having jurisdiction. All aspects
of the arbitration will be considered confidential.

18.3. Specific Performance


COMPANY is entitled to specific performance of the CONTRACT.

19. ADDITIONAL LEGAL PROVISIONS


(a) The parties retain their rights and remedies under APPLICABLE LAWS, subject to any provisions in the CONTRACT that provide
otherwise.
(b) A provision of the CONTRACT is not waived unless made in writing by an authorised representative of the waiving party.
(c) Provisions that state that they survive or by their nature are intended to survive completion of performance or termination of the
CONTRACT do so, along with all remedies attached to them.
(d) Amendments to the CONTRACT must be made in writing and signed by the parties’ authorised representatives in order to be binding.
(e) Members of CONTRACTOR GROUP or COMPANY GROUP not a party to the CONTRACT, but conferred rights in it are entitled to
enforce those rights, but are not required to consent to amend or terminate those rights.
(f) The CONTRACT sets forth the entire agreement between the parties concerning its subject matter and supersedes any other
agreements or statements pertaining to the same subject matter, except those agreements or statements expressly referenced in the
CONTRACT as included. Any confidentiality agreement pertaining to the subject matter will remain in effect according to its terms, unless
the CONTRACT provides that it is terminated or replaced.

_____________________________________________
For The Shell Petroleum Dev.Company of Nigeria Ltd

(hereinafter called SHELL)

Page 17 of 17
The Shell Petroleum Development Company of Nigeria Limited
Shell Industrial Area
Rumuobiakani
P.O. Box 263
Port Harcourt
Rivers State.

Vendor Code : 126562 PURCHASE ORDER


SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL & PO Number : 4510405260
2 CHIEF DAVIES IKANYA DRIVE Date : 18.08.2018
OFF BOSKEL RD, KM 17 ABA/PHC EX Buyer : PO Automation Support Group C/o PHAOKJ
PORT-HARCOURT Tel. No. : 20813
Nigeria Fax No. : 39103
E-mail : dorisogeonyema@yahoo.co.uk E-mail : iPortal_Admin@shell.com

Contact Person : DORIS ONYEM Our Reference : NG01018387


Telephone No. : 08023083278 Variation No. : Original
Fax No. : 08034050771 Urgency : NORMAL
Ordered By : Engineering

Please deliver to:


SPDC Work Management Plant
SPDC Work Management Plant
Port Harcourt
Nigeria

Scope of Supply
Please supply/deliver the services/materials shown below, subject to all terms and conditions incorporated and forming part of
this purchase order, which shall be only express terms of contract.

The provisions of the contract (if any) between Shell and Contractor, numbered and referenced above ("the Contract"), shall be
applicable to and shall govern this Purchase Order. Notwithstanding any provisions to the contrary, the contract (if any) shall take
precedence over the General Conditions stated in the Purchase Order.

Terms of Payment: 45 Days Net - No Discount

General Instructions

"The Total Purchase order Value shall mean the maximum anticipated valueof services to be executed
under this PO for the duration of the contract. Notwithstanding the stated Total PO Value, the
parties hereby expressly acknowledge that the Contractor is not entitled to the Total PO value
unless the services rendered and reflected in the Work Completion Certificates (WCC) aggregate to
that value. The total payments due to the Vendor shall always be limited to the value of services
rendered and reflected on the WCC".

Page 1 of 20
Vendor Code : 126562
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SEVOIL INT`L (OIL & Date : 18.08.2018

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

10 Soku W7L Fl Replacement 4


x 7.8m pt A
WO/NT No : 30070854 0020 Soku W7L Fl Replacement 4 x 7.8m pt A
WBS No. : C.NG.AFS.DL.18.016.1200
Location : SOKU F/S
Agreement no : 4610042843/00020
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


17.08.2018 30.11.2018

The item covers the following services:

10 31771867 B1 mob (a) - Lay barge 1.000 EA

Item Currency Value USD 8,134.50 8,134.50


Item Currency Value NGN 2,987,325.00 2,987,325.00

20 31771868 B1 mob (b) -Tie-in barge 1.000 EA

Item Currency Value USD 6,778.75 6,778.75


Item Currency Value NGN 2,489,437.50 2,489,437.50

30 31771869 B1 mob (c) -Muster barge 1.000 EA

Item Currency Value USD 813.45 813.45


Item Currency Value NGN 298,732.50 298,732.50

40 31771919 Collect/Loadout pipe & 17.000 EA


shrinksleeves#PH

Item Currency Value USD 1,355.75 23,047.75


Item Currency Value NGN 497,887.50 8,464,087.50

50 31771921 B5.3 Coll fit w/h 1.000 EA


platfm/hook up kit

Item Currency Value USD 189.81 189.81

Page 2 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510405260
SEVOIL INT`L (OIL & Date : 18.08.2018

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value NGN 69,704.25 69,704.25

60 31771922 Collect misc. fittings for 1.000 EA


flowline repl

Item Currency Value USD 189.81 189.81


Item Currency Value NGN 69,704.25 69,704.25

70 31771923 Clear f/l trace of all 78000.000 M3


vegetation per M2

Item Currency Value USD 0.27 21,060.00


Item Currency Value NGN 99.58 7,767,240.00

80 31771931 B7.8 Exc f/l trench 10500.000 M3


(min.depth =1.5m)

Item Currency Value USD 4.88 51,240.00


Item Currency Value NGN 1,792.40 18,820,200.00

90 31771933 Crossing less than 50m 1200.000 M3


width

Item Currency Value USD 5.42 6,504.00


Item Currency Value NGN 1,991.55 2,389,860.00

20 Cathodic Protection
WO/NT No : 30070854 0030 Cathodic Protection
WBS No. : C.NG.AFS.DL.18.016.1200
Location : SOKU F/S
Agreement no : 4610042843/00050
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


17.08.2018 30.11.2018

Page 3 of 20
Vendor Code : 126562
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SEVOIL INT`L (OIL & Date : 18.08.2018

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

The item covers the following services:

10 31772245 Mobilisation of equipment 1.000 EA


& personnel

Item Currency Value USD 2,711.50 2,711.50


Item Currency Value NGN 995,775.00 995,775.00

20 31772252 16mm2 80.000 M

Item Currency Value USD 2.71 216.80


Item Currency Value NGN 995.78 79,662.40

30 31772256 (c)16mm2 80.000 M

Item Currency Value USD 3.52 281.60


Item Currency Value NGN 1,294.51 103,560.80

40 31772259 Construct / Install cable 8.000 EA


marker

Item Currency Value USD 5.42 43.36


Item Currency Value NGN 1,991.55 15,932.40

50 31772260 Construct/Install Test 8.000 EA


Post

Item Currency Value USD 54.23 433.84


Item Currency Value NGN 19,915.50 159,324.00

60 31772261 CarryOut Surv&CP bal-newly 8.000 EA


instal F/L

Item Currency Value USD 18.98 151.84


Item Currency Value NGN 6,970.43 55,763.44

70 31772262 Demob of equipment and 1.000 EA


personnel

Page 4 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510405260
SEVOIL INT`L (OIL & Date : 18.08.2018

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value USD 1,898.05 1,898.05


Item Currency Value NGN 697,042.50 697,042.50

80 31772258 Construct/Install Ground 4.000 EA


bed marker

Item Currency Value USD 5.42 21.68


Item Currency Value NGN 1,991.55 7,966.20

30 Surver As-built
WO/NT No : 30070854 0040 Surver As-built
WBS No. : C.NG.AFS.DL.18.016.1200
Location : SOKU F/S
Agreement no : 4610042843/00090
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


17.08.2018 30.11.2018

The item covers the following services:

10 31772579 Mob of equipment and 7.800 KM


personnel to site

Item Currency Value USD 1,898.05 14,804.79


Item Currency Value NGN 697,042.50 5,436,931.50

20 31772581 "OPTION 2: 1 PASS; 7.800 KM


MULTIPLE PIPES#"

Item Currency Value USD 813.45 6,344.91


Item Currency Value NGN 298,732.50 2,330,113.50

30 31772583 Boundary Re-opening of 7.800 KM


pipeline ROW,etc

Page 5 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510405260
SEVOIL INT`L (OIL & Date : 18.08.2018

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value USD 1,220.18 9,517.40


Item Currency Value NGN 448,098.75 3,495,170.25

40 31772584 As-built Sur(AB) Single 7.800 KM


pipe(buried),etc

Item Currency Value USD 677.88 5,287.46


Item Currency Value NGN 248,943.75 1,941,761.25

50 31772593 Demob of equipment & 1.000 EA


personnel from site

Item Currency Value USD 949.03 949.03


Item Currency Value NGN 348,521.25 348,521.25

40 Equipment for Construction


WO/NT No : 30070854 0050 Equipment for Construction
WBS No. : C.NG.AFS.DL.18.016.1200
Location : SOKU F/S
Agreement no : 4610042843/00100
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


17.08.2018 30.11.2018

The item covers the following services:

10 31772594 Swamp Buggy 30.000 DAY

Item Currency Value USD 677.88 20,336.40


Item Currency Value NGN 248,943.75 7,468,312.50

50 Construction Materials
WO/NT No : 30070854 0060 Construction Materials
WBS No. : C.NG.AFS.DL.18.016.1200
Location : SOKU F/S

Page 6 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510405260
SEVOIL INT`L (OIL & Date : 18.08.2018

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Agreement no : 4610042843/00120
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


17.08.2018 30.11.2018

The item covers the following services:

10 31772715 4" - 90 DEG BEND LR BW WPB 39.000 EA

Item Currency Value USD 244.04 9,517.56


Item Currency Value NGN 89,619.75 3,495,170.25

20 31772724 4" ASME 1500LB INSULAT JT 2.000 EA


0.687 WT X-52

Item Currency Value USD 2,711.50 5,423.00


Item Currency Value NGN 995,775.00 1,991,550.00

_______________________________________________________________________________________________________________________________________________

TOTAL ITEM CURRENCY VALUE USD 195,897.29


NGN71,978,848.24

TOTAL PO VALUE USD 195,897.29


NGN71,978,848.24

Page 7 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510405260
SEVOIL INT`L (OIL & Date : 18.08.2018

_______________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________

CLAUSE KEY 410

Seller shall supply the following where applicable:


(a) copies of Operations/Maintenance manuals
(b) copies of Parts Book
(c) Schematic drawings/diagram

Seller is hereby notified that acceptance of this Purchase Order implies a firm commitment to provide the following documents at stipulated
milestones:

(a) Evidence that order has been placed with the manufacturer, trading house, or other principal source, within two (2) weeks of receipt of
Purchase Order.

(b) Evidence that the material has been shipped, e.g. Bill of Lading and other shipment documents within forty-five (45) calendar days of
delivery date indicated on Purchase Order.

(c) Evidence of Clearing and Forwarding (C&F). The Customs documents and C&F documents listed below shall be submitted as evidence
of Clearing and Forwarding during delivery of the goods.

No delivery will be accepted without the Customs Duty documentation.


Seller is also informed that they are expected to pay appropriate customs duty at the designated entry point.

The Customs documents and C&F documents required as Evidence of Clearing and Forwarding are as follows:

· e-Form ‘M’
· PAAR
· Commercial Invoice
· Airway Bill or Bill of Lading
· Packing List
· Combined Certificate of Value and Origin (CCVO)
· Single Goods Declarations (ASYCUDA)
· Custom Assessment Notice
· Bank Receipt of Payment
· Exit Note

(d) However, Seller shall advise us their best expedited delivery date if earlier than the Purchase Order delivery date.

Be reminded that SPDC reserves the right to cancel this Purchase Order if vendor fails to provide evidence of any or all of these milestones
prior to agreed order due date.

Please note the Delivery Conditions of this PO.

Page 8 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510405260
SEVOIL INT`L (OIL & Date : 18.08.2018

_______________________________________________________________________________________________________________________________________________
PURCHASE ORDER TERMS FOR GOODS AND SERVICES

These terms and conditions apply to the CONTRACT between COMPANY and CONTRACTOR, which may be in the form of a purchase
order or a work statement (the #CONTRACT”). These terms and conditions are binding between COMPANY and CONTRACTOR and
supersede and replace any CONTRACTOR terms and conditions or previous contracts for SCOPE. In the event any special terms are
agreed between the parties, the special terms will prevail over terms contained in these terms and conditions. Where these terms and
conditions are attached to or incorporated in a CONTRACT issued under an existing contract, the terms and conditions of that existing
contract will prevail.

PART A

1. DEFINITIONS
Capitalised words and expressions have the following meanings when interpreting the CONTRACT:

ACCEPTANCE: COMPANY accepts SCOPE in writing or is deemed to have accepted SCOPE in the manner specified by the CONTRACT.

AFFILIATE: in reference to a PERSON, any other PERSON that: (a) directly or indirectly controls or is controlled by the first PERSON; or (b)
is directly or indirectly controlled by a PERSON that also directly or indirectly controls the first PERSON. A PERSON controls another
PERSON if that first PERSON has the power to direct or cause the direction of the management of the other PERSON, whether directly or
indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of
voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise. An AFFILIATE of COMPANY is also an
AFFILIATE of Royal Dutch Shell, plc.

AGENCY PERSONNEL: those CONTRACTOR PERSONNEL who are not direct employees but are working under the direct control and
supervision of CONTRACTOR GROUP.

ANTI-BRIBERY LAWS: all APPLICABLE LAWS that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments, or
other benefits to, any GOVERNMENT OFFICIAL or any other PERSON, including: (a) the United States Foreign Corrupt Practices Act of
1977; and (b) the United Kingdom Bribery Act 2010.

APPLICABLE LAWS: where applicable to a PERSON, property, or circumstance, and as amended from time to time: (a) statutes (including
regulations enacted under those statutes); (b) national, regional, provincial, state, municipal, or local laws; (c) judgments and orders of
courts of competent jurisdiction; (d) rules, regulations, and orders issued by government agencies, authorities, and other regulatory bodies;
and (e) regulatory approvals, permits, licences, approvals, and authorisations.

BOOKS AND RECORDS: books, accounts, contracts, records, and documentation, in electronic format or otherwise, in respect of the
CONTRACT and performance of SCOPE.

COMPANY GROUP: COMPANY and (a) its CO-VENTURERS and JOINT VENTURES; (b) any AFFILIATE of COMPANY, its JOINT
VENTURES, or its CO-VENTURERS; and (c) any director, officer, employee, or other individual working under the direct control and
supervision of COMPANY, its JOINT VENTURES, or CO-VENTURERS, or the AFFILIATES of COMPANY, its JOINT VENTURES, or
CO-VENTURERS.

COMPANY PROVIDED ITEMS: items of materials, equipment, services, or facilities, provided by COMPANY to CONTRACTOR to perform
SCOPE.

CONFIDENTIAL INFORMATION: all technical, commercial, or other information, and all documents and other tangible items that record
information, whether on paper, in machine readable format, by sound or video, by way of samples or otherwise, relating to a PERSON’s
business, including WORK PRODUCT, PERSONAL DATA and SCOPE provided to that PERSON, business plans, property, way of doing
business, business results or prospects, the terms and negotiations of the CONTRACT, proprietary software, IP RIGHTS, and business

Page 9 of 20
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SEVOIL INT`L (OIL & Date : 18.08.2018

_______________________________________________________________________________________________________________________________________________
records.

CONSEQUENTIAL LOSS: (a) indirect or consequential losses; and (b) loss of production, loss of product, loss of use, and loss of revenue,
profit, or anticipated profit, whether direct, indirect, or consequential, and whether or not the losses were foreseeable at the time of entering
into the CONTRACT.

CONTRACT PRICE: the total amount payable by COMPANY to CONTRACTOR.

CONTRACTOR EQUIPMENT: any machinery, plant, tools, equipment, goods, materials, supplies, and other items (including all appropriate
associated spare parts, storage containers, packing, and securing) owned or contracted for by CONTRACTOR GROUP, provided title has
not passed and will not pass to COMPANY under the CONTRACT.

CONTRACTOR GROUP: CONTRACTOR and: (a) its SUBCONTRACTORS, (b) any AFFILIATE of CONTRACTOR or its
SUBCONTRACTORS; and (c) any director, officer, employee, other PERSON or AGENCY PERSONNEL employed by or acting for and on
behalf of CONTRACTOR, its SUBCONTRACTORS, or the AFFILIATES of CONTRACTOR and its SUBCONTRACTORS.

CONTRACTOR PERSONNEL: any individual provided by CONTRACTOR GROUP, whether directly or indirectly, and assigned to work in
connection with the performance of SCOPE, whether or not an employee of CONTRACTOR GROUP.

CO-VENTURER: any PERSON who is a party to a joint operating agreement, unitisation agreement, or similar agreement: (a) with
COMPANY or any of its AFFILIATES; and (b) which JOINT VENTURE or agreement is related to SCOPE performed under the
CONTRACT. A reference to CO-VENTURERS includes reference to each CO-VENTURER severally and to its respective successors and
permitted assigns.

FORCE MAJEURE EVENT: the events qualifying as a force majeure event as expressly set out in the CONTRACT.

GOODS: goods, materials, products, and equipment to be supplied by CONTRACTOR under the CONTRACT.

GOVERNMENT OFFICIAL: (a) any official or employee of any government, or any agency, ministry, or department of a government (at any
level); (b) anyone acting in an official capacity for a government regardless of rank or position; (c) any official or employee of a company
wholly or partially controlled by a government (e.g. a state-owned oil company), political party, or any official of a political party; (d) any
candidate for political office, or any officer or employee of a public international organisation (e.g. the United Nations or the World Bank);
and (e) any immediate family member (meaning a spouse, dependent child, or household member) of any of the foregoing.

HSSE STANDARDS: (a) all HSSE policies, manuals, standards, rules, and procedures, as communicated to CONTRACTOR, designed to
manage HSSE risks during performance of SCOPE under the CONTRACT; (b) all APPLICABLE LAWS relating to HSSE; and (c) any other
rules and procedures (whether issued by COMPANY GROUP or otherwise) in force at a relevant COMPANY GROUP WORKSITE at the
time of performance of SCOPE.

INDEMNIFY: release, save, indemnify, defend, and hold harmless.

INDIRECT TAXES: any of the following: (a) value added tax; (b) goods and services tax; or (c) sales tax or similar levy.

INSOLVENCY EVENT: when a PERSON (a) stops or suspends, or threatens to stop or suspend, payment of all or a material part of its
debts, or is unable to pay its debts as they fall due; (b) ceases or threatens to cease to carry on all or a substantial part of its business; (c)
begins negotiations for, starts any proceedings concerning, proposes or makes any agreement for the reorganisation, compromise, deferral,
or general assignment of, all or substantially all of its debts; (d) makes or proposes an arrangement for the benefit of some or all of its
creditors of all or substantially all of its debts; (e) takes any step with a view to the administration, winding up, or bankruptcy of that
PERSON; (f) is subject to an event in which all or substantially all of its assets are subject to any steps taken to enforce security over those
assets or to levy execution or similar process, including the appointment of a receiver, trustee in bankruptcy, or similar officer; or (g) is
subject to any event under the law of any relevant jurisdiction that has an analogous or equivalent effect to any of the INSOLVENCY

Page 10 of 20
Vendor Code : 126562
SEVOIL INT`L (OIL & GAS) LTD PO Number : 4510405260
SEVOIL INT`L (OIL & Date : 18.08.2018

_______________________________________________________________________________________________________________________________________________
EVENTS listed above.

IP RIGHTS: all patents, copyright, database rights, design rights, rights in CONFIDENTIAL INFORMATION, including know-how and trade
secrets, inventions, moral rights, trademarks and service marks (all whether registered or not and including all applications for any of them
and all equivalent rights in all parts of the world), whenever and however arising for their full term, and including any divisions, re-issues,
re-examinations, continuations, continuations-in-part, and renewals.

JOINT VENTURE: any entity in which an AFFILIATE of Royal Dutch Shell plc: (a) has a direct or indirect ownership interest; and (b) is not
an AFFILIATE.

LIABILITIES: liabilities for all claims, losses, damages, costs (including legal fees), and expenses.

LIENS: liens, attachments, charges, claims, or other encumbrances against SCOPE or property of COMPANY GROUP.

LIQUIDATED DAMAGES: amounts agreed in the CONTRACT that CONTRACTOR must pay to COMPANY if certain events or performance
as specified in the CONTRACT are not timely achieved.

OTHER CONTRACTOR: any other contractor engaged by COMPANY to perform WORK at the WORKSITE.

OTHER PERMITTED BUYER: (a) JOINT VENTURES; and (b) SHELL CONTRACTORS.

PERSON: (a) a natural person; or (b) a legal person, including any individual, partnership, limited partnership, firm, trust, body corporate,
government, governmental body, agency, or instrumentality, or unincorporated venture.

PERSONAL DATA: any information relating to an identified or identifiable individual, unless otherwise defined under APPLICABLE LAWS
related to the protection of individuals, the processing of such information, and security requirements for and the free movement of such
information.

RESTRICTED JURISDICTION: countries or states that are subject to comprehensive trade sanctions or embargoes (as may be amended
by the relevant governmental authorities from time to time).

RESTRICTED PARTY: (a) any PERSON targeted by national, regional, or multilateral trade or economic sanctions under APPLICABLE
LAWS; (b) any PERSON designated on the United Nations Financial Sanctions Lists, European Union (EU) or EU Member State
Consolidated Lists, US Department of the Treasury Office of Foreign Assets Control Lists, US State Department Non-proliferation Sanctions
Lists, or US Department of Commerce Denied Persons List, in force from time to time; or (c) any AFFILIATES of such PERSONS; and (d)
any PERSON acting on behalf of a PERSON referred to in the foregoing.

SCOPE: all activities and obligations to be performed by or on behalf of CONTRACTOR under the CONTRACT, including those set out in
the SCOPE description.

SERVICES: services to be supplied by CONTRACTOR under the CONTRACT, including the results of those services.

SHELL CONTRACTOR: a PERSON acting as a contractor of an AFFILIATE of Royal Dutch Shell plc.

SOFTWARE: any software forming part of SCOPE or necessary for the intended use of SCOPE, including, as applicable, the database and
all machine codes, binaries, object codes or source codes, whether in a machine or human readable form, and all improvements,
modifications, and updates, flow charts, logic diagrams, passwords, and output tapes, and any future updates, releases, and generally
available associated software items, together with the licence to use them or ownership rights in them.

STANDARDS OF PRACTICE: the sound standards, principles, and practices that are recognised and generally accepted in the international
oil, gas, and petrochemical industry.

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SUBCONTRACT: any contract between CONTRACTOR and a SUBCONTRACTOR or between a SUBCONTRACTOR and another
SUBCONTRACTOR of any tier for the performance of any part of SCOPE, including any call off under framework agreements and supply
agreements for materials.

SUBCONTRACTOR: any party to a SUBCONTRACT, other than COMPANY and CONTRACTOR, including any employers of AGENCY
PERSONNEL (except as explicitly provided otherwise).

TAXES: all taxes, duties, levies, import, export, customs, stamp or excise duties (including clearing and brokerage charges), charges,
surcharges, withholdings, deductions, or contributions that are imposed or assessed by any competent authority of the country where
SCOPE is performed or any other country in accordance with APPLICABLE LAWS.

TRADE CONTROL LAWS: all APPLICABLE LAWS concerning the import, export, or re-export of goods, software, or technology, or their
direct product, including: (a) applicable customs regulations, Council Regulation (EC) No. 428/2009; (b) any sanction regulations issued by
the Council of the European Union; (c) the International Traffic in Arms Regulations ("ITAR"); (d) the Export Administration Regulations
("EAR"); and (e) the regulations and orders issued or administered by the US Department of the Treasury, Office of Foreign Assets Control
in relation to export control, anti-boycott, and trade sanctions matters.

VARIATION: a modification or alteration of, addition to, or deletion of, all or part of SCOPE.

VARIATION ASSESSMENT: a proposal prepared by CONTRACTOR in respect of a VARIATION in which it provides full detail of the
following: (a) the impact of the proposed VARIATION on SCOPE; (b) a detailed schedule for the performance of adjusted SCOPE; (c) the
effect on the CONTRACT PRICE (if any), determined in accordance with the CONTRACT; and (d) any other information COMPANY
concludes is necessary for its evaluation.

VARIATION ORDER: a written order for a VARIATION authorised by COMPANY.

WORK PRODUCT: any and all information, reports, data, drawings, computer programs, source and object codes, program documentation,
spread sheets, presentations, analyses, results, conclusions, findings, solutions, calculations, studies, concepts, codes, manuals,
inventions, business models, designs, prototypes, magnetic data, flow charts, recommendations, working notes, specifications or other
information, documents, or materials, which arise out of or are made, created, or generated for COMPANY, directly or indirectly, in the
course of performance of SCOPE, or which are made, created, or generated from or using COMPANY GROUP’S CONFIDENTIAL
INFORMATION or COMPANY GROUP’s IP RIGHTS.

WORKSITE: lands, waters, and other places on, under, in, or through which SCOPE or activities in connection with SCOPE are to be
performed, including manufacturing, fabrication, or storage facilities, offshore installations, floating construction equipment, vessels, offices,
workshops, camps, or messing facilities. WORKSITE does not include any lands, waters, or other places used during transportation to and
from WORKSITES.

2. REQUIREMENTS PERTAINING TO SCOPE


(a) This CONTRACT is non-exclusive and carries no requirement for COMPANY to place any orders or purchase any minimum quantities.
COMPANY may acquire same or similar SCOPE from other suppliers.
(b) Time is of the essence for the performance of SCOPE.
(c) Any information supplied by COMPANY is the property of COMPANY and will not be used by CONTRACTOR for any purpose other
than for performance of the CONTRACT.

3. REQUIREMENTS PERTAINING TO GOODS


(a) CONTRACTOR guarantees that GOODS supplied in connection with the performance of SCOPE will be: (i) without fault, defect, or
deficiency; (ii) new on delivery, unless otherwise specified in the CONTRACT; (iii) fit for use for any purpose specified in the CONTRACT;
and (iv) in strict conformance with the CONTRACT and any specification, drawing, or other description supplied by COMPANY to
CONTRACTOR and agreed to as part of the CONTRACT.

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(b) Unless a different period is specified in the SCOPE DESCRIPTION, CONTRACTOR’s warranty for GOODS applies to all defects
arising within 12 months of COMPANY’s ACCEPTANCE of GOODS.
(c) Following ACCEPTANCE by COMPANY of the GOODS, the warranties set out in this Article are in lieu of all other warranties expressed
or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR retains risk of loss of and damage to the GOODS until delivery is complete in accordance with the INCOTERMS in any
case where INCOTERMS are specified, otherwise when COMPANY takes physical possession of the GOODS.
(e) Title to the GOODS will pass to COMPANY at the earlier of: (i) risk of loss of and damage to the GOODS passing to COMPANY; or (ii)
as COMPANY makes payment for the GOODS.
(f) CONTRACTOR will pack the GOODS so that they may be transported and unloaded safely. CONTRACTOR represents that, on
delivery, the GOODS will have been accurately described, classified, marked, and labelled, in accordance with the CONTRACT, all
APPLICABLE LAWS, and STANDARDS OF PRACTICE.

4. REQUIREMENTS PERTAINING TO SERVICES


4.1. SERVICES Warranties
(a) CONTRACTOR warrants that all SERVICES supplied in connection with the performance of SCOPE will be: (i) performed in accordance
with the CONTRACT; (ii) fit for use for any purpose specified in the CONTRACT; and (iii) free from any defect or deficiency.
(b) Unless a different period is specified in the SCOPE description, CONTRACTOR’s warranty for SERVICES applies to all defects arising
within 12 months of COMPANY’s ACCEPTANCE of the SERVICES.
(c) Following ACCEPTANCE by COMPANY of the SERVICES, the warranties set out in this Article are in lieu of all other warranties
expressed or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR will supply SERVICES diligently, efficiently, and carefully, in a good and professional manner, and in accordance with
the CONTRACT and all STANDARDS OF PRACTICE. CONTRACTOR will furnish all skills, labour, supervision, equipment, goods,
materials, supplies, transport, and storage required for SERVICES.

4.2. CONTRACTOR PERSONNEL in Connection with SERVICES


Where required by COMPANY, CONTRACTOR will perform at its own expense security background checks and obtain entry credentials for
CONTRACTOR PERSONNEL on COMPANY GROUP WORKSITES.

5. COMPENSATION, PAYMENT, AND INVOICING


(a) COMPANY agrees to pay the CONTRACT PRICE to CONTRACTOR in the currency specified in the Schedule of Prices, and at the
times and in the manner specified in this Article. The CONTRACT PRICE is all-inclusive except for value added tax or sales tax.
(b) CONTRACTOR will invoice only after ACCEPTANCE of SCOPE, except as otherwise provided in the CONTRACT.
(c) COMPANY will pay CONTRACTOR any undisputed amount within the time period specified in the CONTRACT after receipt of a correct
and adequately supported invoice. An invoice is considered unsupported when COMPANY cannot reasonably verify the legitimacy or
accuracy of the invoice using the information provided by CONTRACTOR or if supporting documentation is missing.
(d) Payment of an invoice is not: (i) by itself an accord and satisfaction, or otherwise a limitation of the rights of the parties in connection
with the matter; or (ii) evidence SCOPE was performed in accordance with the CONTRACT.
(e) If COMPANY disputes an invoice, COMPANY may withhold payment of any disputed part of an invoice and pay only the undisputed
part. COMPANY may, on notice to CONTRACTOR, set off any liabilities between CONTRACTOR and COMPANY arising out of the
CONTRACT or any other agreement. Any exercise by COMPANY of its rights under this provision will be without prejudice to any other
rights or remedies available to COMPANY.

6. QUALITY ASSURANCE
CONTRACTOR must have quality assurance programs in place adequate to support its performance of SCOPE.

7. ACCESS TO COMPANY SYSTEMS, INFORMATION, OR INFRASTRUCTURE


In the event that performance of SCOPE requires CONTRACTOR or CONTRACTOR PERSONNEL to access COMPANY GROUP’s
technical information, information technology, or resources (including COMPANY’s infrastructure), CONTRACTOR will sign and comply with
COMPANY’s standard terms and conditions for access and security, unless other terms applicable to the CONTRACT were agreed on by
the parties in writing.

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8. VARIATIONS
COMPANY may request, or CONTRACTOR may initiate, a VARIATION ASSESSMENT for reasons of emergency, safety, or other
reasonable necessity. CONTRACTOR is not entitled to a VARIATION for matters that were included in SCOPE, or matters that
CONTRACTOR agreed to perform or take into account in connection with the CONTRACT. COMPANY may reject or accept the
VARIATION ASSESSMENT by issuing a VARIATION ORDER.

9. INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE


(a) To confirm SCOPE complies with the CONTRACT, CONTRACTOR will perform all tests and inspections required by the CONTRACT,
APPLICABLE LAWS and, unless otherwise specified in the CONTRACT, STANDARDS OF PRACTICE.
(b) CONTRACTOR will request ACCEPTANCE from COMPANY: i) of GOODS by completion of delivery; or ii) of SERVICES by writing on
completion of SCOPE. Other than to start the period for any warranty of limited duration, ACCEPTANCE does not limit or waive any
remedies.

10. REMEDIAL ACTIONS


If defects in SCOPE are discovered, CONTRACTOR will provide a plan to remedy the defects and will remedy the defects in an expeditious
manner. Without prejudice to other remedies it may have, COMPANY may perform or have others perform some or all of the remedial
actions, and CONTRACTOR will pay or promptly reimburse COMPANY for all costs CONTRACTOR would have been liable for under the
CONTRACT where: (i) emergency situations or other HSSE risks require the immediate performance of remedial actions; (ii)
CONTRACTOR presents a plan which does not provide for expeditious completion of warranty work; or (iii) CONTRACTOR does not timely
complete the actions according to the agreed schedule. CONTRACTOR’s warranties against defects are assignable, and CONTRACTOR
will assign to COMPANY all manufacturers’ warranties or will pursue for COMPANY or its assignee all warranties that cannot be assigned.

11. RIGHTS REGARDING CUSTOMS CLEARING AGENTS (CCA)


COMPANY and CONTRACTOR anticipate that performance of SCOPE will require customs clearance activities, which might include a
Customs Clearing Agent (CCA) responsible for: (a) arranging to pass the relevant documents at customs, (b) arranging for customs
inspections as required, (c) checking and processing duty and VAT payments as applicable, and (d) applying for refunds, where applicable.
Third parties performing such activities are SUBCONTRACTORS to CONTRACTOR, unless COMPANY has agreed in writing in the
CONTRACT or an amendment thereto to assume such responsibilities, Whether or not such rights are provided for other
SUBCONTRACTORS, COMPANY is entitled to approve the selection of the CCA. CONTRACTOR will timely provide information on its
intended CCA, with sufficient supporting information as necessary to allow COMPANY to evaluate the selection. Where COMPANY
accepts the selection of the CCA, but with conditions, CONTRACTOR will take account of COMPANY’s conditions, make necessary
changes to satisfy the conditions, and re-issue its request to approve the CCA. Where COMPANY declines to approve the CCA,
CONTRACTOR will promptly propose an alternative, or COMPANY may recommend a CCA which CONTRACTOR will accept absent sound
reasons made known to COMPANY for not doing so. CONTRACTOR may not proceed with the relevant part of SCOPE until COMPANY
has given its consent. In requiring CONTRACTOR’s cooperation in allowing COMPANY to approve the CCA, COMPANY GROUP
assumes no responsibilities or liabilities for the SCOPE, which will remain as provided for all other SUBCONTRACTS.

CONTRACTOR is responsible for any performance of the Purchase Order and all activities, omissions, and defaults of its CCA, as if they
were the activities, omissions, or defaults of CONTRACTOR.

PART B

1. PERFORMANCE
(a) CONTRACTOR will participate in business performance reviews to discuss HSSE performance, CONTRACTOR’S financial condition
and other key performance indicators (KPIs).
(b) The frequency of business performance reviews will be established by the SCOPE description or alternatively, by COMPANY’S
representative.

2. TAXES

2.1 CONTRACTOR TAXES

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CONTRACTOR will be responsible for payment of all TAXES, and any interest, fines, or penalties for which CONTRACTOR GROUP is
liable for: (a) income, capital gains, and wages; and (b) import or export of CONTRACTOR EQUIPMENT, or the movement of
CONTRACTOR PERSONNEL.

2.2 INDIRECT TAXES


CONTRACTOR will add to the invoice as a separate item, and COMPANY will pay in addition to the CONTRACT PRICE, if applicable, any
INDIRECT TAXES.

2.3 Withholding
(a) Where required under APPLICABLE LAWS, COMPANY will withhold, or deduct and pay over to relevant authorities, TAXES from
amounts payable to CONTRACTOR. CONTRACTOR acknowledges that any sum withheld or deducted will, for the purpose of the
CONTRACT, be deemed to have been paid to CONTRACTOR and that the sum is a corresponding discharge of COMPANY´s liability to
CONTRACTOR under the CONTRACT.
(b) Where COMPANY makes a withholding or deduction, COMPANY will provide CONTRACTOR with credit notes upon receipt from the
Federal Inland Revenue Service (#FIRS”) or appropriate tax authority.
(c) If CONTRACTOR holds a valid exemption certificate, it will provide copies or further information to substantiate an entitlement to avoid
the withholding, which COMPANY may then rely on to apply the exemption.

3. LIENS
CONTRACTOR warrants good and clear title to SCOPE supplied. CONTRACTOR will not permit CONTRACTOR GROUP to place any
LIENS or claim any LIENS. CONTRACTOR will immediately notify COMPANY and promptly remove any LINES by CONTRACTOR
GROUP.

4. SUSPENSION
(a) COMPANY may suspend the CONTRACT or reduce SCOPE for cause by written notice with immediate effect pending COMPANY’s
decision on termination where COMPANY concludes it has grounds to terminate the CONTRACT for cause. Where suspending for cause,
CONTRACTOR will not be entitled to any VARIATION or other compensation.
(b) COMPANY may suspend the CONTRACT or reduce SCOPE for convenience at its own discretion with seven days’ prior written notice.
CONTRACTOR may seek a VARIATION if actions required by suspension impact the schedule or timing of SCOPE.
(c) COMPANY may at any time withdraw by written notice all or part of a suspension and CONTRACTOR will resume performance.

5. TERMINATION

5.1. Termination by COMPANY


(a) COMPANY may terminate the CONTRACT or reduce SCOPE for cause by written notice with immediate effect if: (i) in connection with
the performance of the CONTRACT, CONTRACTOR breaches its own Business Principles, or if it has no equivalent principles, then Shell’s
Business Principles; (ii) any member of CONTRACTOR GROUP violates ANTI-BRIBERY LAWS, applicable competition laws, TRADE
CONTROL LAWS, other APPLICABLE LAWS, or HSSE STANDARDS or causes COMPANY to be in violation of those laws; (iii) any
member of CONTRACTOR GROUP becomes a RESTRICTED PARTY; or (iv) CONTRACTOR is subject to an INSOLVENCY EVENT.
(b) COMPANY may terminate the CONTRACT or reduce SCOPE for cause where COMPANY determines CONTRACTOR materially
breached a term or condition of the CONTRACT other than those set out in the preceding paragraph. COMPANY will first provide written
notice which may require CONTRACTOR to remedy the breach, or COMPANY may terminate the CONTRACT if COMPANY determines the
breach is not capable of timely remedy, or it is not subsequently remedied.
(c) COMPANY may terminate the CONTRACT or reduce SCOPE for convenience at its own discretion with 30 days’ prior written notice.

5.2. Termination by CONTRACTOR


(a) CONTRACTOR may terminate the CONTRACT with prior written notice of at least 30 days when: (i) COMPANY fails to pay an
undisputed amount to CONTRACTOR that is properly presented, due, and payable for more than 60 days; and (ii) COMPANY fails to cure
or provide proper grounds for non-payment during the notice period.
(b) CONTRACTOR’S termination rights do not apply to non-payment in the case of COMPANY’S valid exercise of set off rights.

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5.3. CONTRACTOR Obligations on Termination
On any termination, CONTRACTOR will promptly cease performance, give access to SCOPE in progress, avoid unreasonable interference
with others, and take reasonable steps to allow COMPANY to complete SCOPE, including turning over all documentation for SCOPE and
SOFTWARE which was to be supplied in connection with the CONTRACT.

5.4. Compensation in the Event of Termination


(a) On any termination, COMPANY will determine and pay (subject to valid set offs) the amounts owed to CONTRACTOR for SCOPE
properly performed prior to termination.
(b) If COMPANY terminates the CONTRACT #for convenience” or CONTRACTOR validly terminates for non-payment, COMPANY will also
pay reasonable, unavoidable, and auditable demobilisation costs that COMPANY has specifically agreed elsewhere in the CONTRACT to
pay on termination for convenience by COMPANY.

5.5. Exclusive Reasons for Termination


The parties waive any right to terminate, rescind, or otherwise end the CONTRACT, on grounds other than those set out in the CONTRACT.

6. LIQUIDATED DAMAGES
Any LIQUIDATED DAMAGES set out in the CONTRACT are genuine pre-estimates of the losses that may be sustained by failure of
performance. COMPANY may claim demonstrated general damages in any case where LIQUIDATED DAMAGES are unenforceable.

7. LIABILITIES AND INDEMNITIES


(a) Liability for loss of and damage to property and for personal injury, death, or disease to any PERSON, arising in connection with the
CONTRACT, will be determined in accordance with APPLICABLE LAW.
(b) Neither party will be liable to the other for that other party’s own CONSEQUENTIAL LOSS, REGARDLESS OF NEGLIGENCE OR
OTHER FAULT.
(c) Neither party excludes or limits its LIABILITIES to the extent they may not be excluded under APPLICABLE LAW.

8. INSURANCE
Prior to commencement of performance, CONTRACTOR will arrange any insurance required by APPLICABLE LAW, and maintain that
insurance in effect throughout the duration of the CONTRACT. Satisfaction of the obligation to procure insurance and perform other actions
in connection with this Article will not relieve CONTRACTOR of any other obligations or LIABILITIES.

9. COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS

9.1. APPLICABLE LAWS


CONTRACTOR will comply with APPLICABLE LAWS in the performance of the CONTRACT and will notify COMPANY of any material
breaches.

9.2. Business Principles


(a) CONTRACTOR acknowledges that it has actual knowledge of: (i) the Shell General Business Principles, at www.shell.com/sgbp, and
Shell’s Supplier Principles, at www.shell.com/suppliers; (ii) Shell’s Code of Conduct, at
http://www.shell.com/home/content/aboutshell/who_we_are/our_values/code_of_conduct/; and iii) Shell’s Global Helpline, at
http://www.shell.com/ home/content/aboutshell/who_we_are/our_values/compliance_helpline/.
(b) CONTRACTOR agrees that it and each member of CONTRACTOR GROUP will adhere to and notify of violations of the principles
contained in the Shell General Business Principles and Shell Supplier Principles (or where CONTRACTOR has adopted equivalent
principles, to those equivalent principles) in all its dealings with or on behalf of COMPANY, in connection with this CONTRACT and related
matters.
(c) If CONTRACTOR GROUP supplies staff that work on behalf of COMPANY or represent COMPANY, CONTRACTOR commits that the
staff will behave in a manner that is consistent with the Shell Code of Conduct.

9.3. Anti-Bribery and Corruption


(a) CONTRACTOR represents that, in connection with this CONTRACT and related matters: (i) it is knowledgeable about ANTI-BRIBERY

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LAWS applicable to the performance of the CONTRACT, including the Corrupt Practices and Other Related Offences Act, Laws of the
Federation of Nigeria 2004; Criminal Code Act Cap. 38, Laws of the Federation of Nigeria 2004; the Penal Code (Northern States) Federal
Provisions Act Cap.P3, Laws of the Federation of Nigeria, 2004; the Economic and Financial Crimes Commission (Establishment) Act Cap.
E.1, Laws of the Federation of Nigeria, 2004, (all as amended from time to time), and will comply with all such laws; (ii) CONTRACTOR
GROUP has not made, offered, authorised, or accepted, and will not make, offer, authorise, or accept, any payment, gift, promise, or other
advantage, whether directly or through any other PERSON, to or for the use or benefit of any GOVERNMENT OFFICIAL or any other
PERSON where that payment, gift, promise, or other advantage would:
(a) comprise a facilitation payment; or (B) violate the relevant ANTI-BRIBERY LAWS.
(b) CONTRACTOR will immediately notify COMPANY if CONTRACTOR receives or becomes aware of any request from a GOVERNMENT
OFFICIAL or any other PERSON that is prohibited by the preceding paragraph.
(c) CONTRACTOR will maintain adequate internal controls and procedures to ensure compliance with ANTI-BRIBERY LAWS, including the
ability to demonstrate compliance through adequate and accurate recording of transactions in its BOOKS AND RECORDS.
(d) COMPANY will have the right to confirm compliance with ANTI-BRIBERY LAWS and record keeping by audit. CONTRACTOR will keep
BOOKS AND RECORDS available for audit for a period as directed by COMPANY for at least as long as the period for retention of records
for financial and performance audit.
(e) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES arising out of CONTRACTOR’s breach of ANTI-BRIBERY
LAWS or any related undertakings under this Article.

9.4. Export and Trade Controls


(a) CONTRACTOR will comply with, all applicable TRADE CONTROL LAWS and will provide COMPANY with necessary data to comply
with TRADE CONTROL LAWS.
(b) CONTRACTOR will ensure that, except with the prior written consent of COMPANY: (i) COMPANY PROVIDED ITEMS are not
exported, provided, or made available to any RESTRICTED JURISDICTION or RESTRICTED PARTIES; (ii) CONTRACTOR PERSONNEL
with access to COMPANY GROUP’s technical information, information technology resources (including COMPANY GROUP’s
infrastructure), or COMPANY GROUP WORKSITES, are not RESTRICTED PARTIES or nationals of a RESTRICTED JURISDICTION; and
(iii) CONTRACTOR will not utilise SUBCONTRACTORS that are RESTRICTED PARTIES.

9.5. PERSONAL DATA Protection


(a) CONTRACTOR will implement all appropriate security measures to protect PERSONAL DATA against accidental, unlawful, or
unauthorised (i) destruction, (ii) loss, (iii) alteration, (iv) disclosure, or (v) access (including remote access). CONTRACTOR will protect
PERSONAL DATA against all other forms of unlawful processing, including unnecessary collection, transfer, or processing, beyond what is
strictly necessary for the performance of SCOPE.
(b) CONTRACTOR is not authorized to and will not process COMPANY GROUP PERSONAL DATA, whether or not included in the SCOPE
description, unless CONTRACTOR has first entered into a data privacy agreement as instructed by COMPANY.

9.6. Health, Safety, Security, and Environment (#HSSE”)


In performing SCOPE at COMPANY GROUP WORKSITES, CONTRACTOR will at all times: (i) pursue Shell’s HSSE principle of Goal Zero;
(ii) comply with Shell’s #Life Saving Rules”, at http://www.shell.com/global/environment- society/safety/culture.html; and (iii) comply with
other applicable HSSE STANDARDS.

9.7 Local Content and Opportunity


(a) CONTRACTOR will abide by and comply, and cause its SUBCONTRACTORS to comply, with all APPLICABLE LAWS on Nigerian
content, which is defined in the Nigerian Oil & Gas Industry Content Development Act to mean #the quantum of composite value added to
or created in the Nigerian economy by a systematic development of capacity and capabilities through the deliberate utilisation of Nigerian
human, material resources, and services in the Nigerian oil and gas industry”. CONTRACTOR will also maximise Nigerian Content in
performance of SCOPE.
(b) CONTRACTOR will promote the sustainable development of Nigerian businesses as suppliers and service providers, establish training
programs when specified by COMPANY, as well as utilise, as much as possible, goods and services procured from Nigerian markets.
(c) Any contravention of the Nigerian Oil and Gas Industry Content Development Act or failure by CONTRACTOR to comply with its Nigerian
content obligations as outlined in the CONTRACT, will entitle COMPANY to terminate the CONTRACT. CONTRACTOR will include the
provisions of this Article in all its SUBCONTRACTS.

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10. CONFIDENTIAL INFORMATION


(a) CONTRACTOR will not disclose or permit a disclosure to a third party of COMPANY GROUP’s CONFIDENTIAL INFORMATION
without the prior written consent of COMPANY and will use COMPANY GROUP’s CONFIDENTIAL INFORMATION only in connection with
performance of the CONTRACT.
(b) Information that CONTRACTOR can prove at disclosure is public knowledge, in the possession of CONTRACTOR without binder of
secrecy, or developed independently of COMPANY’s CONFIDENTAL INFORMATION is not CONFIDENTIAL INFORMATION. Restrictions
on disclosure of COMPANY’s CONFIDENTIAL INFORMATION will cease if CONTRACTOR can prove that the information had become
part of the public knowledge through no fault of CONTRACTOR GROUP or is subsequently disclosed to CONTRACTOR without an
obligation of confidentiality by a third party who has the legal right to do so.
(c) On COMPANY’s request, CONTRACTOR will return promptly any CONFIDENTIAL INFORMATION and delete it from electronic
storage, and delete or destroy all extracts or analyses that reflect any CONFIDENTIAL INFORMATION.
(d) Except where the obligation is expressly stated elsewhere in the CONTRACT or through a separate agreement, COMPANY GROUP will
not have an obligation of non-disclosure or non-use regarding information provided by CONTRACTOR or any other member of
CONTRACTOR GROUP.
(e) CONTRACTOR must obtain written approval from COMPANY before proceeding with any external communications in connection with
the CONTRACT, disclosure of business relationships, or use of COMPANY’s trademarks.

11. INTELLECTUAL PROPERTY


(a) Except for IP RIGHTS vested in CONTRACTOR as provided below, all ownership rights, title, and interest in and to SCOPE and WORK
PRODUCT will vest in COMPANY. This CONTRACT does not grant CONTRACTOR GROUP any rights, title, or interest in or to COMPANY
GROUP’s IP RIGHTS, other than those set out in the CONTRACT. IP RIGHTS created by modifications, amendments, enhancements, or
improvements (including tailor-made to the specifications of COMPANY) to COMPANY GROUP’s IP RIGHTS, or made using COMPANY
GROUP’s CONFIDENTIAL INFORMATION, will vest with COMPANY or its nominee when created.
(b) CONTRACTOR, warranting that it is entitled to do so, grants to COMPANY GROUP the irrevocable, non-exclusive, perpetual,
worldwide, royalty-free right and licence, with the right to grant sub-licences, to possess, and use any of CONTRACTOR’s IP RIGHTS
embodied in SCOPE, including the right to import, export, operate, sell, maintain, modify and repair SCOPE. CONTRACTOR warrants that
any possession or use of SCOPE as delivered by CONTRACTOR or of CONTRACTOR’s IP RIGHTS will not infringe the IP RIGHTS of any
third party.
(c) COMPANY’s ownership rights in SCOPE under this article will not extend to CONTRACTOR’s IP RIGHTS that: (i) pre-existed
performance under the CONTRACT; (ii) are developed independently from performance of the CONTRACT; or (iii) are used by
CONTRACTOR in connection with or to perform the CONTRACT, but are not based on or arising out of COMPANY GROUP’s IP RIGHTS
or CONFIDENTIAL INFORMATION.
(d) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees, transferees, and sublicensees permitted by this CONTRACT for any
LIABILITIES resulting from any claim that the possession or use of any SCOPE or WORK PRODUCT infringes or misappropriates the IP
RIGHTS of any third party.

12. FINANCIAL AND PERFORMANCE AUDIT


(a) COMPANY will have the right to audit: (i) invoiced charges and proper invoicing; (ii) other BOOKS AND RECORDS; and (iii) the
performance of any other of CONTRACTOR’s obligations under the CONTRACT, where capable of being verified by audit.
(b) Based on the findings of the audit the parties will settle any amounts charged incorrectly within 45 days of any audit finding; and
CONTRACTOR will provide or re-perform any SCOPE where the requirement to do so is identified by any audit within 45 days of any audit
finding.
(c) CONTRACTOR will keep BOOKS AND RECORDS available for audit for the longer of the following periods: (i) five years following
termination of the CONTRACT or any longer period as required by APPLICABLE LAWS; or (ii) two years after the period expires on any
obligation of CONTRACTOR to perform or re-perform any SCOPE.
(d) If a longer period is specified in the CONTRACT for retention of relevant records for compliance with ANTI-BRIBERY LAWS,
CONTRACTOR will comply with that requirement.

13. RELATIONSHIP OF THE PARTIES


(a) CONTRACTOR is an independent contractor in all aspects of performance under the CONTRACT. CONTRACTOR is responsible for the

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method and manner of performance to achieve the results required by the CONTRACT.
(b) Neither the CONTRACT nor its performance creates a partnership or joint venture. No party is appointed as agent of the other. The
CONTRACT does not permit CONTRACTOR to make any commitment on behalf of COMPANY GROUP.
(c) CONTRACTOR and CONTRACTOR PERSONNEL are not to be considered employees of any member of COMPANY GROUP and are
not eligible to participate in any of COMPANY GROUP’s employee benefit plans. CONTRACTOR will indemnify COMPANY GROUP for any
LIABILITIES related to claims for private or governmental benefits by CONTRACTOR or CONTRACTOR PERSONNEL.

14. CONTRACTOR PERSONNEL AND SUBCONTRACTING


(a) CONTRACTOR is responsible for any SCOPE performed by and all activities, omissions, and defaults of any SUBCONTRACTOR and
all CONTRACTOR PERSONNEL as if they were the activities, omissions, or defaults of CONTRACTOR.
(b) CONTRACTOR may not subcontract any part of its obligations under the CONTRACT except as agreed in writing by COMPANY.
(c) CONTRACTOR will ensure that SUBCONTRACTS are in all material respects consistent with the terms and conditions of the
CONTRACT.

15. ASSIGNMENT
An assignment or novation by a party of all or part of the CONTRACT requires the written consent of the other party, except that COMPANY
may assign and novate all or part of the CONTRACT to an AFFILIATE without the consent of CONTRACTOR by giving written notice to
CONTRACTOR.

16. FORCE MAJEURE


(a) COMPANY and CONTRACTOR are each excused from performance of the affected part of an obligation of the CONTRACT while
performance is prevented by a FORCE MAJEURE EVENT unless the event was contributed to by the fault of the party or was due to
circumstances that could have been avoided or mitigated by the exercise of reasonable diligence.
(b) Only the following are FORCE MAJEURE EVENTS: (i) riots, wars, blockades, or threats or acts of sabotage or terrorism; (ii)
earthquakes, floods, fires, named hurricanes or cyclones, tidal waves, tornadoes, or other natural physical disasters; (iii) radioactive
contamination, epidemics, maritime or aviation disasters; (iv) strikes or labour disputes at a national or regional level or involving labour not
forming part of CONTRACTOR GROUP or COMPANY GROUP, which materially impair the ability of the party claiming force majeure to
perform the CONTRACT; (v) government sanctions, embargoes, mandates, or laws, that prevent performance; (vi) inability of a party to
timely obtain licences, permits, or governmental consents required for performance; or (vii) non-performance of a party’s
SUBCONTRACTOR where the SUBCONTRACTOR has been or is affected by one of the above FORCE MAJEURE EVENTS. However,
performance will only be excused under this sub-paragraph if the parties to the CONTRACT agree that substitute performance by another
SUBCONTRACTOR is impracticable under the circumstances.
(c) A party whose performance is delayed or prevented will use reasonable endeavours to notify the other party and mitigate the effects of
any FORCE MAJEURE.
(d) COMPANY may terminate the CONTRACT if any FORCE MAJEURE EVENT results in a delay that exceeds 90 consecutive or 180
cumulative days.

17. NOTICES
All notices or other communications under the CONTRACT must be in English and in writing, and: (i) delivered by hand; (ii) sent by prepaid
courier; (iii) sent by registered post; or (iv) sent by email with confirmation receipt requested. Notices and communications are effective
when actually delivered at the address specified in the CONTRACT.

18. GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES

18.1. Governing Law


This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its subject matter or formation, including
any non-contractual disputes or claims, will be exclusively governed by and construed in accordance with the laws of the Federal Republic
of Nigeria, excluding conflict of law rules and choice of law principles that provide otherwise. The United Nations Convention on the
International Sale of Goods will not apply to this CONTRACT.

18.2. Dispute Resolution

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(a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or formation, whether in tort, contract,
under statute, or otherwise, including any question regarding its existence, validity, interpretation, breach, or termination, and including any
non-contractual claim, will be finally and exclusively resolved by arbitration under the Arbitration and Conciliation Act, Cap. A18, Laws of the
Federation of Nigeria, 2004 (#the ACT”), and any amendments to the ACT .
(b) The arbitral tribunal, to be appointed in accordance with the arbitration rules, will consist of one arbitrator. However, if either party asserts
the amount in controversy exceeds USD $5 million, then the tribunal will consist of three arbitrators.
(c) The seat of the arbitration will be Lagos, Nigeria.
(d) The language of the arbitration will be English.
(e) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar interim relief from any court with
competent jurisdiction. Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the parties. The
parties will carry out the award without delay. Judgment upon any award or order may be entered in any court having jurisdiction. All aspects
of the arbitration will be considered confidential.

18.3. Specific Performance


COMPANY is entitled to specific performance of the CONTRACT.

19. ADDITIONAL LEGAL PROVISIONS


(a) The parties retain their rights and remedies under APPLICABLE LAWS, subject to any provisions in the CONTRACT that provide
otherwise.
(b) A provision of the CONTRACT is not waived unless made in writing by an authorised representative of the waiving party.
(c) Provisions that state that they survive or by their nature are intended to survive completion of performance or termination of the
CONTRACT do so, along with all remedies attached to them.
(d) Amendments to the CONTRACT must be made in writing and signed by the parties’ authorised representatives in order to be binding.
(e) Members of CONTRACTOR GROUP or COMPANY GROUP not a party to the CONTRACT, but conferred rights in it are entitled to
enforce those rights, but are not required to consent to amend or terminate those rights.
(f) The CONTRACT sets forth the entire agreement between the parties concerning its subject matter and supersedes any other
agreements or statements pertaining to the same subject matter, except those agreements or statements expressly referenced in the
CONTRACT as included. Any confidentiality agreement pertaining to the subject matter will remain in effect according to its terms, unless
the CONTRACT provides that it is terminated or replaced.

_____________________________________________
For The Shell Petroleum Dev.Company of Nigeria Ltd

(hereinafter called SHELL)

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The Shell Petroleum Development Company of Nigeria Limited
Shell Industrial Area
Rumuobiakani
P.O. Box 263
Port Harcourt
Rivers State.

Vendor Code : 126562 PURCHASE ORDER


SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL & PO Number : 4510405305
2 CHIEF DAVIES IKANYA DRIVE Date : 20.08.2018
OFF BOSKEL RD, KM 17 ABA/PHC EX Buyer : BATCHNG01PO C/o PHAOKJ
PORT-HARCOURT Tel. No. : 20813
Nigeria Fax No. : 39103
E-mail : dorisogeonyema@yahoo.co.uk E-mail : Jacob.Ngerebo@shell.com

Contact Person : DORIS ONYEM Our Reference : NG01018387


Telephone No. : 08023083278 Variation No. : Original
Fax No. : 08034050771 Urgency : NORMAL
Ordered By : Engineering

Please deliver to:


SPDC Work Management Plant
SPDC Work Management Plant
Port Harcourt
Nigeria

Scope of Supply
Please supply/deliver the services/materials shown below, subject to all terms and conditions incorporated and forming part of
this purchase order, which shall be only express terms of contract.

The provisions of the contract (if any) between Shell and Contractor, numbered and referenced above ("the Contract"), shall be
applicable to and shall govern this Purchase Order. Notwithstanding any provisions to the contrary, the contract (if any) shall take
precedence over the General Conditions stated in the Purchase Order.

Terms of Payment: 45 Days Net - No Discount

General Instructions

"The Total Purchase order Value shall mean the maximum anticipated valueof services to be executed
under this PO for the duration of the contract. Notwithstanding the stated Total PO Value, the
parties hereby expressly acknowledge that the Contractor is not entitled to the Total PO value
unless the services rendered and reflected in the Work Completion Certificates (WCC) aggregate to
that value. The total payments due to the Vendor shall always be limited to the value of services
rendered and reflected on the WCC".

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_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

10 Soku W7L Fl Replacement 4


x 7.8m pt B
WO/NT No : 30070867 0020 Soku W7L Fl Replacement 4 x 7.8m pt B
WBS No. : C.NG.AFS.DL.18.016.1200
Location : SOKU F/S
Agreement no : 4610042843/00020
Final Recipient : PTP/O/NA Daniel Uwaezuoke

Of total quantity, following quantities to be delivered on dates shown:

DELIV. START DATE DELIV. END DATE


20.08.2018 30.11.2018

The item covers the following services:

10 31772191 Fab/inst oil wellhd platfm 1.000 EA


&paint platfm

Item Currency Value USD 4,338.40 4,338.40


Item Currency Value NGN 1,593,240.00 1,593,240.00

20 31772205 B24.3- diesel boat (Al mar 150.000 EA


/ Modant mar)

Item Currency Value USD 176.25 26,437.50


Item Currency Value NGN 64,725.38 9,708,807.00

30 31772206 Lay barge spread 1.000 EA

Item Currency Value USD 4,067.25 4,067.25


Item Currency Value NGN 1,493,662.50 1,493,662.50

40 31772207 Tie in barge spread 1.000 EA

Item Currency Value USD 2,711.50 2,711.50


Item Currency Value NGN 995,775.00 995,775.00

50 31772208 Muster barge 1.000 EA

Item Currency Value USD 406.73 406.73

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_______________________________________________________________________________________________________________________________________________

Item Material Description Qty U/M Currency Unit Price Order Value
/Service
_______________________________________________________________________________________________________________________________________________

Item Currency Value NGN 149,366.25 149,366.25

60 31771932 B7.9 Bfill f/l 10500.000 M3


trench(min. depth =1.5m)

Item Currency Value USD 3.52 36,960.00


Item Currency Value NGN 1,294.51 13,592,355.00

70 31771866 Surveillan/Sec Cover for 1800.000 HR


wellhd, FL, MFD

Item Currency Value USD 54.23 97,614.00


Item Currency Value NGN 19,915.50 35,847,900.00

_______________________________________________________________________________________________________________________________________________

TOTAL ITEM CURRENCY VALUE USD 172,535.38


NGN63,381,105.75

TOTAL PO VALUE USD 172,535.38


NGN63,381,105.75

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_______________________________________________________________________________________________________________________________________________

CLAUSE KEY 410

Seller shall supply the following where applicable:


(a) copies of Operations/Maintenance manuals
(b) copies of Parts Book
(c) Schematic drawings/diagram

Seller is hereby notified that acceptance of this Purchase Order implies a firm commitment to provide the following documents at stipulated
milestones:

(a) Evidence that order has been placed with the manufacturer, trading house, or other principal source, within two (2) weeks of receipt of
Purchase Order.

(b) Evidence that the material has been shipped, e.g. Bill of Lading and other shipment documents within forty-five (45) calendar days of
delivery date indicated on Purchase Order.

(c) Evidence of Clearing and Forwarding (C&F). The Customs documents and C&F documents listed below shall be submitted as evidence
of Clearing and Forwarding during delivery of the goods.

No delivery will be accepted without the Customs Duty documentation.


Seller is also informed that they are expected to pay appropriate customs duty at the designated entry point.

The Customs documents and C&F documents required as Evidence of Clearing and Forwarding are as follows:

· e-Form ‘M’
· PAAR
· Commercial Invoice
· Airway Bill or Bill of Lading
· Packing List
· Combined Certificate of Value and Origin (CCVO)
· Single Goods Declarations (ASYCUDA)
· Custom Assessment Notice
· Bank Receipt of Payment
· Exit Note

(d) However, Seller shall advise us their best expedited delivery date if earlier than the Purchase Order delivery date.

Be reminded that SPDC reserves the right to cancel this Purchase Order if vendor fails to provide evidence of any or all of these milestones
prior to agreed order due date.

Please note the Delivery Conditions of this PO.

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PURCHASE ORDER TERMS FOR GOODS AND SERVICES

These terms and conditions apply to the CONTRACT between COMPANY and CONTRACTOR, which may be in the form of a purchase
order or a work statement (the #CONTRACT”). These terms and conditions are binding between COMPANY and CONTRACTOR and
supersede and replace any CONTRACTOR terms and conditions or previous contracts for SCOPE. In the event any special terms are
agreed between the parties, the special terms will prevail over terms contained in these terms and conditions. Where these terms and
conditions are attached to or incorporated in a CONTRACT issued under an existing contract, the terms and conditions of that existing
contract will prevail.

PART A

1. DEFINITIONS
Capitalised words and expressions have the following meanings when interpreting the CONTRACT:

ACCEPTANCE: COMPANY accepts SCOPE in writing or is deemed to have accepted SCOPE in the manner specified by the CONTRACT.

AFFILIATE: in reference to a PERSON, any other PERSON that: (a) directly or indirectly controls or is controlled by the first PERSON; or (b)
is directly or indirectly controlled by a PERSON that also directly or indirectly controls the first PERSON. A PERSON controls another
PERSON if that first PERSON has the power to direct or cause the direction of the management of the other PERSON, whether directly or
indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of
voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise. An AFFILIATE of COMPANY is also an
AFFILIATE of Royal Dutch Shell, plc.

AGENCY PERSONNEL: those CONTRACTOR PERSONNEL who are not direct employees but are working under the direct control and
supervision of CONTRACTOR GROUP.

ANTI-BRIBERY LAWS: all APPLICABLE LAWS that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments, or
other benefits to, any GOVERNMENT OFFICIAL or any other PERSON, including: (a) the United States Foreign Corrupt Practices Act of
1977; and (b) the United Kingdom Bribery Act 2010.

APPLICABLE LAWS: where applicable to a PERSON, property, or circumstance, and as amended from time to time: (a) statutes (including
regulations enacted under those statutes); (b) national, regional, provincial, state, municipal, or local laws; (c) judgments and orders of
courts of competent jurisdiction; (d) rules, regulations, and orders issued by government agencies, authorities, and other regulatory bodies;
and (e) regulatory approvals, permits, licences, approvals, and authorisations.

BOOKS AND RECORDS: books, accounts, contracts, records, and documentation, in electronic format or otherwise, in respect of the
CONTRACT and performance of SCOPE.

COMPANY GROUP: COMPANY and (a) its CO-VENTURERS and JOINT VENTURES; (b) any AFFILIATE of COMPANY, its JOINT
VENTURES, or its CO-VENTURERS; and (c) any director, officer, employee, or other individual working under the direct control and
supervision of COMPANY, its JOINT VENTURES, or CO-VENTURERS, or the AFFILIATES of COMPANY, its JOINT VENTURES, or
CO-VENTURERS.

COMPANY PROVIDED ITEMS: items of materials, equipment, services, or facilities, provided by COMPANY to CONTRACTOR to perform
SCOPE.

CONFIDENTIAL INFORMATION: all technical, commercial, or other information, and all documents and other tangible items that record
information, whether on paper, in machine readable format, by sound or video, by way of samples or otherwise, relating to a PERSON’s
business, including WORK PRODUCT, PERSONAL DATA and SCOPE provided to that PERSON, business plans, property, way of doing
business, business results or prospects, the terms and negotiations of the CONTRACT, proprietary software, IP RIGHTS, and business

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records.

CONSEQUENTIAL LOSS: (a) indirect or consequential losses; and (b) loss of production, loss of product, loss of use, and loss of revenue,
profit, or anticipated profit, whether direct, indirect, or consequential, and whether or not the losses were foreseeable at the time of entering
into the CONTRACT.

CONTRACT PRICE: the total amount payable by COMPANY to CONTRACTOR.

CONTRACTOR EQUIPMENT: any machinery, plant, tools, equipment, goods, materials, supplies, and other items (including all appropriate
associated spare parts, storage containers, packing, and securing) owned or contracted for by CONTRACTOR GROUP, provided title has
not passed and will not pass to COMPANY under the CONTRACT.

CONTRACTOR GROUP: CONTRACTOR and: (a) its SUBCONTRACTORS, (b) any AFFILIATE of CONTRACTOR or its
SUBCONTRACTORS; and (c) any director, officer, employee, other PERSON or AGENCY PERSONNEL employed by or acting for and on
behalf of CONTRACTOR, its SUBCONTRACTORS, or the AFFILIATES of CONTRACTOR and its SUBCONTRACTORS.

CONTRACTOR PERSONNEL: any individual provided by CONTRACTOR GROUP, whether directly or indirectly, and assigned to work in
connection with the performance of SCOPE, whether or not an employee of CONTRACTOR GROUP.

CO-VENTURER: any PERSON who is a party to a joint operating agreement, unitisation agreement, or similar agreement: (a) with
COMPANY or any of its AFFILIATES; and (b) which JOINT VENTURE or agreement is related to SCOPE performed under the
CONTRACT. A reference to CO-VENTURERS includes reference to each CO-VENTURER severally and to its respective successors and
permitted assigns.

FORCE MAJEURE EVENT: the events qualifying as a force majeure event as expressly set out in the CONTRACT.

GOODS: goods, materials, products, and equipment to be supplied by CONTRACTOR under the CONTRACT.

GOVERNMENT OFFICIAL: (a) any official or employee of any government, or any agency, ministry, or department of a government (at any
level); (b) anyone acting in an official capacity for a government regardless of rank or position; (c) any official or employee of a company
wholly or partially controlled by a government (e.g. a state-owned oil company), political party, or any official of a political party; (d) any
candidate for political office, or any officer or employee of a public international organisation (e.g. the United Nations or the World Bank);
and (e) any immediate family member (meaning a spouse, dependent child, or household member) of any of the foregoing.

HSSE STANDARDS: (a) all HSSE policies, manuals, standards, rules, and procedures, as communicated to CONTRACTOR, designed to
manage HSSE risks during performance of SCOPE under the CONTRACT; (b) all APPLICABLE LAWS relating to HSSE; and (c) any other
rules and procedures (whether issued by COMPANY GROUP or otherwise) in force at a relevant COMPANY GROUP WORKSITE at the
time of performance of SCOPE.

INDEMNIFY: release, save, indemnify, defend, and hold harmless.

INDIRECT TAXES: any of the following: (a) value added tax; (b) goods and services tax; or (c) sales tax or similar levy.

INSOLVENCY EVENT: when a PERSON (a) stops or suspends, or threatens to stop or suspend, payment of all or a material part of its
debts, or is unable to pay its debts as they fall due; (b) ceases or threatens to cease to carry on all or a substantial part of its business; (c)
begins negotiations for, starts any proceedings concerning, proposes or makes any agreement for the reorganisation, compromise, deferral,
or general assignment of, all or substantially all of its debts; (d) makes or proposes an arrangement for the benefit of some or all of its
creditors of all or substantially all of its debts; (e) takes any step with a view to the administration, winding up, or bankruptcy of that
PERSON; (f) is subject to an event in which all or substantially all of its assets are subject to any steps taken to enforce security over those
assets or to levy execution or similar process, including the appointment of a receiver, trustee in bankruptcy, or similar officer; or (g) is
subject to any event under the law of any relevant jurisdiction that has an analogous or equivalent effect to any of the INSOLVENCY

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EVENTS listed above.

IP RIGHTS: all patents, copyright, database rights, design rights, rights in CONFIDENTIAL INFORMATION, including know-how and trade
secrets, inventions, moral rights, trademarks and service marks (all whether registered or not and including all applications for any of them
and all equivalent rights in all parts of the world), whenever and however arising for their full term, and including any divisions, re-issues,
re-examinations, continuations, continuations-in-part, and renewals.

JOINT VENTURE: any entity in which an AFFILIATE of Royal Dutch Shell plc: (a) has a direct or indirect ownership interest; and (b) is not
an AFFILIATE.

LIABILITIES: liabilities for all claims, losses, damages, costs (including legal fees), and expenses.

LIENS: liens, attachments, charges, claims, or other encumbrances against SCOPE or property of COMPANY GROUP.

LIQUIDATED DAMAGES: amounts agreed in the CONTRACT that CONTRACTOR must pay to COMPANY if certain events or performance
as specified in the CONTRACT are not timely achieved.

OTHER CONTRACTOR: any other contractor engaged by COMPANY to perform WORK at the WORKSITE.

OTHER PERMITTED BUYER: (a) JOINT VENTURES; and (b) SHELL CONTRACTORS.

PERSON: (a) a natural person; or (b) a legal person, including any individual, partnership, limited partnership, firm, trust, body corporate,
government, governmental body, agency, or instrumentality, or unincorporated venture.

PERSONAL DATA: any information relating to an identified or identifiable individual, unless otherwise defined under APPLICABLE LAWS
related to the protection of individuals, the processing of such information, and security requirements for and the free movement of such
information.

RESTRICTED JURISDICTION: countries or states that are subject to comprehensive trade sanctions or embargoes (as may be amended
by the relevant governmental authorities from time to time).

RESTRICTED PARTY: (a) any PERSON targeted by national, regional, or multilateral trade or economic sanctions under APPLICABLE
LAWS; (b) any PERSON designated on the United Nations Financial Sanctions Lists, European Union (EU) or EU Member State
Consolidated Lists, US Department of the Treasury Office of Foreign Assets Control Lists, US State Department Non-proliferation Sanctions
Lists, or US Department of Commerce Denied Persons List, in force from time to time; or (c) any AFFILIATES of such PERSONS; and (d)
any PERSON acting on behalf of a PERSON referred to in the foregoing.

SCOPE: all activities and obligations to be performed by or on behalf of CONTRACTOR under the CONTRACT, including those set out in
the SCOPE description.

SERVICES: services to be supplied by CONTRACTOR under the CONTRACT, including the results of those services.

SHELL CONTRACTOR: a PERSON acting as a contractor of an AFFILIATE of Royal Dutch Shell plc.

SOFTWARE: any software forming part of SCOPE or necessary for the intended use of SCOPE, including, as applicable, the database and
all machine codes, binaries, object codes or source codes, whether in a machine or human readable form, and all improvements,
modifications, and updates, flow charts, logic diagrams, passwords, and output tapes, and any future updates, releases, and generally
available associated software items, together with the licence to use them or ownership rights in them.

STANDARDS OF PRACTICE: the sound standards, principles, and practices that are recognised and generally accepted in the international
oil, gas, and petrochemical industry.

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SUBCONTRACT: any contract between CONTRACTOR and a SUBCONTRACTOR or between a SUBCONTRACTOR and another
SUBCONTRACTOR of any tier for the performance of any part of SCOPE, including any call off under framework agreements and supply
agreements for materials.

SUBCONTRACTOR: any party to a SUBCONTRACT, other than COMPANY and CONTRACTOR, including any employers of AGENCY
PERSONNEL (except as explicitly provided otherwise).

TAXES: all taxes, duties, levies, import, export, customs, stamp or excise duties (including clearing and brokerage charges), charges,
surcharges, withholdings, deductions, or contributions that are imposed or assessed by any competent authority of the country where
SCOPE is performed or any other country in accordance with APPLICABLE LAWS.

TRADE CONTROL LAWS: all APPLICABLE LAWS concerning the import, export, or re-export of goods, software, or technology, or their
direct product, including: (a) applicable customs regulations, Council Regulation (EC) No. 428/2009; (b) any sanction regulations issued by
the Council of the European Union; (c) the International Traffic in Arms Regulations ("ITAR"); (d) the Export Administration Regulations
("EAR"); and (e) the regulations and orders issued or administered by the US Department of the Treasury, Office of Foreign Assets Control
in relation to export control, anti-boycott, and trade sanctions matters.

VARIATION: a modification or alteration of, addition to, or deletion of, all or part of SCOPE.

VARIATION ASSESSMENT: a proposal prepared by CONTRACTOR in respect of a VARIATION in which it provides full detail of the
following: (a) the impact of the proposed VARIATION on SCOPE; (b) a detailed schedule for the performance of adjusted SCOPE; (c) the
effect on the CONTRACT PRICE (if any), determined in accordance with the CONTRACT; and (d) any other information COMPANY
concludes is necessary for its evaluation.

VARIATION ORDER: a written order for a VARIATION authorised by COMPANY.

WORK PRODUCT: any and all information, reports, data, drawings, computer programs, source and object codes, program documentation,
spread sheets, presentations, analyses, results, conclusions, findings, solutions, calculations, studies, concepts, codes, manuals,
inventions, business models, designs, prototypes, magnetic data, flow charts, recommendations, working notes, specifications or other
information, documents, or materials, which arise out of or are made, created, or generated for COMPANY, directly or indirectly, in the
course of performance of SCOPE, or which are made, created, or generated from or using COMPANY GROUP’S CONFIDENTIAL
INFORMATION or COMPANY GROUP’s IP RIGHTS.

WORKSITE: lands, waters, and other places on, under, in, or through which SCOPE or activities in connection with SCOPE are to be
performed, including manufacturing, fabrication, or storage facilities, offshore installations, floating construction equipment, vessels, offices,
workshops, camps, or messing facilities. WORKSITE does not include any lands, waters, or other places used during transportation to and
from WORKSITES.

2. REQUIREMENTS PERTAINING TO SCOPE


(a) This CONTRACT is non-exclusive and carries no requirement for COMPANY to place any orders or purchase any minimum quantities.
COMPANY may acquire same or similar SCOPE from other suppliers.
(b) Time is of the essence for the performance of SCOPE.
(c) Any information supplied by COMPANY is the property of COMPANY and will not be used by CONTRACTOR for any purpose other
than for performance of the CONTRACT.

3. REQUIREMENTS PERTAINING TO GOODS


(a) CONTRACTOR guarantees that GOODS supplied in connection with the performance of SCOPE will be: (i) without fault, defect, or
deficiency; (ii) new on delivery, unless otherwise specified in the CONTRACT; (iii) fit for use for any purpose specified in the CONTRACT;
and (iv) in strict conformance with the CONTRACT and any specification, drawing, or other description supplied by COMPANY to
CONTRACTOR and agreed to as part of the CONTRACT.

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(b) Unless a different period is specified in the SCOPE DESCRIPTION, CONTRACTOR’s warranty for GOODS applies to all defects
arising within 12 months of COMPANY’s ACCEPTANCE of GOODS.
(c) Following ACCEPTANCE by COMPANY of the GOODS, the warranties set out in this Article are in lieu of all other warranties expressed
or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR retains risk of loss of and damage to the GOODS until delivery is complete in accordance with the INCOTERMS in any
case where INCOTERMS are specified, otherwise when COMPANY takes physical possession of the GOODS.
(e) Title to the GOODS will pass to COMPANY at the earlier of: (i) risk of loss of and damage to the GOODS passing to COMPANY; or (ii)
as COMPANY makes payment for the GOODS.
(f) CONTRACTOR will pack the GOODS so that they may be transported and unloaded safely. CONTRACTOR represents that, on
delivery, the GOODS will have been accurately described, classified, marked, and labelled, in accordance with the CONTRACT, all
APPLICABLE LAWS, and STANDARDS OF PRACTICE.

4. REQUIREMENTS PERTAINING TO SERVICES


4.1. SERVICES Warranties
(a) CONTRACTOR warrants that all SERVICES supplied in connection with the performance of SCOPE will be: (i) performed in accordance
with the CONTRACT; (ii) fit for use for any purpose specified in the CONTRACT; and (iii) free from any defect or deficiency.
(b) Unless a different period is specified in the SCOPE description, CONTRACTOR’s warranty for SERVICES applies to all defects arising
within 12 months of COMPANY’s ACCEPTANCE of the SERVICES.
(c) Following ACCEPTANCE by COMPANY of the SERVICES, the warranties set out in this Article are in lieu of all other warranties
expressed or implied by statute, common law, custom, usage, or otherwise.
(d) CONTRACTOR will supply SERVICES diligently, efficiently, and carefully, in a good and professional manner, and in accordance with
the CONTRACT and all STANDARDS OF PRACTICE. CONTRACTOR will furnish all skills, labour, supervision, equipment, goods,
materials, supplies, transport, and storage required for SERVICES.

4.2. CONTRACTOR PERSONNEL in Connection with SERVICES


Where required by COMPANY, CONTRACTOR will perform at its own expense security background checks and obtain entry credentials for
CONTRACTOR PERSONNEL on COMPANY GROUP WORKSITES.

5. COMPENSATION, PAYMENT, AND INVOICING


(a) COMPANY agrees to pay the CONTRACT PRICE to CONTRACTOR in the currency specified in the Schedule of Prices, and at the
times and in the manner specified in this Article. The CONTRACT PRICE is all-inclusive except for value added tax or sales tax.
(b) CONTRACTOR will invoice only after ACCEPTANCE of SCOPE, except as otherwise provided in the CONTRACT.
(c) COMPANY will pay CONTRACTOR any undisputed amount within the time period specified in the CONTRACT after receipt of a correct
and adequately supported invoice. An invoice is considered unsupported when COMPANY cannot reasonably verify the legitimacy or
accuracy of the invoice using the information provided by CONTRACTOR or if supporting documentation is missing.
(d) Payment of an invoice is not: (i) by itself an accord and satisfaction, or otherwise a limitation of the rights of the parties in connection
with the matter; or (ii) evidence SCOPE was performed in accordance with the CONTRACT.
(e) If COMPANY disputes an invoice, COMPANY may withhold payment of any disputed part of an invoice and pay only the undisputed
part. COMPANY may, on notice to CONTRACTOR, set off any liabilities between CONTRACTOR and COMPANY arising out of the
CONTRACT or any other agreement. Any exercise by COMPANY of its rights under this provision will be without prejudice to any other
rights or remedies available to COMPANY.

6. QUALITY ASSURANCE
CONTRACTOR must have quality assurance programs in place adequate to support its performance of SCOPE.

7. ACCESS TO COMPANY SYSTEMS, INFORMATION, OR INFRASTRUCTURE


In the event that performance of SCOPE requires CONTRACTOR or CONTRACTOR PERSONNEL to access COMPANY GROUP’s
technical information, information technology, or resources (including COMPANY’s infrastructure), CONTRACTOR will sign and comply with
COMPANY’s standard terms and conditions for access and security, unless other terms applicable to the CONTRACT were agreed on by
the parties in writing.

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8. VARIATIONS
COMPANY may request, or CONTRACTOR may initiate, a VARIATION ASSESSMENT for reasons of emergency, safety, or other
reasonable necessity. CONTRACTOR is not entitled to a VARIATION for matters that were included in SCOPE, or matters that
CONTRACTOR agreed to perform or take into account in connection with the CONTRACT. COMPANY may reject or accept the
VARIATION ASSESSMENT by issuing a VARIATION ORDER.

9. INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE


(a) To confirm SCOPE complies with the CONTRACT, CONTRACTOR will perform all tests and inspections required by the CONTRACT,
APPLICABLE LAWS and, unless otherwise specified in the CONTRACT, STANDARDS OF PRACTICE.
(b) CONTRACTOR will request ACCEPTANCE from COMPANY: i) of GOODS by completion of delivery; or ii) of SERVICES by writing on
completion of SCOPE. Other than to start the period for any warranty of limited duration, ACCEPTANCE does not limit or waive any
remedies.

10. REMEDIAL ACTIONS


If defects in SCOPE are discovered, CONTRACTOR will provide a plan to remedy the defects and will remedy the defects in an expeditious
manner. Without prejudice to other remedies it may have, COMPANY may perform or have others perform some or all of the remedial
actions, and CONTRACTOR will pay or promptly reimburse COMPANY for all costs CONTRACTOR would have been liable for under the
CONTRACT where: (i) emergency situations or other HSSE risks require the immediate performance of remedial actions; (ii)
CONTRACTOR presents a plan which does not provide for expeditious completion of warranty work; or (iii) CONTRACTOR does not timely
complete the actions according to the agreed schedule. CONTRACTOR’s warranties against defects are assignable, and CONTRACTOR
will assign to COMPANY all manufacturers’ warranties or will pursue for COMPANY or its assignee all warranties that cannot be assigned.

11. RIGHTS REGARDING CUSTOMS CLEARING AGENTS (CCA)


COMPANY and CONTRACTOR anticipate that performance of SCOPE will require customs clearance activities, which might include a
Customs Clearing Agent (CCA) responsible for: (a) arranging to pass the relevant documents at customs, (b) arranging for customs
inspections as required, (c) checking and processing duty and VAT payments as applicable, and (d) applying for refunds, where applicable.
Third parties performing such activities are SUBCONTRACTORS to CONTRACTOR, unless COMPANY has agreed in writing in the
CONTRACT or an amendment thereto to assume such responsibilities, Whether or not such rights are provided for other
SUBCONTRACTORS, COMPANY is entitled to approve the selection of the CCA. CONTRACTOR will timely provide information on its
intended CCA, with sufficient supporting information as necessary to allow COMPANY to evaluate the selection. Where COMPANY
accepts the selection of the CCA, but with conditions, CONTRACTOR will take account of COMPANY’s conditions, make necessary
changes to satisfy the conditions, and re-issue its request to approve the CCA. Where COMPANY declines to approve the CCA,
CONTRACTOR will promptly propose an alternative, or COMPANY may recommend a CCA which CONTRACTOR will accept absent sound
reasons made known to COMPANY for not doing so. CONTRACTOR may not proceed with the relevant part of SCOPE until COMPANY
has given its consent. In requiring CONTRACTOR’s cooperation in allowing COMPANY to approve the CCA, COMPANY GROUP
assumes no responsibilities or liabilities for the SCOPE, which will remain as provided for all other SUBCONTRACTS.

CONTRACTOR is responsible for any performance of the Purchase Order and all activities, omissions, and defaults of its CCA, as if they
were the activities, omissions, or defaults of CONTRACTOR.

PART B

1. PERFORMANCE
(a) CONTRACTOR will participate in business performance reviews to discuss HSSE performance, CONTRACTOR’S financial condition
and other key performance indicators (KPIs).
(b) The frequency of business performance reviews will be established by the SCOPE description or alternatively, by COMPANY’S
representative.

2. TAXES

2.1 CONTRACTOR TAXES

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CONTRACTOR will be responsible for payment of all TAXES, and any interest, fines, or penalties for which CONTRACTOR GROUP is
liable for: (a) income, capital gains, and wages; and (b) import or export of CONTRACTOR EQUIPMENT, or the movement of
CONTRACTOR PERSONNEL.

2.2 INDIRECT TAXES


CONTRACTOR will add to the invoice as a separate item, and COMPANY will pay in addition to the CONTRACT PRICE, if applicable, any
INDIRECT TAXES.

2.3 Withholding
(a) Where required under APPLICABLE LAWS, COMPANY will withhold, or deduct and pay over to relevant authorities, TAXES from
amounts payable to CONTRACTOR. CONTRACTOR acknowledges that any sum withheld or deducted will, for the purpose of the
CONTRACT, be deemed to have been paid to CONTRACTOR and that the sum is a corresponding discharge of COMPANY´s liability to
CONTRACTOR under the CONTRACT.
(b) Where COMPANY makes a withholding or deduction, COMPANY will provide CONTRACTOR with credit notes upon receipt from the
Federal Inland Revenue Service (#FIRS”) or appropriate tax authority.
(c) If CONTRACTOR holds a valid exemption certificate, it will provide copies or further information to substantiate an entitlement to avoid
the withholding, which COMPANY may then rely on to apply the exemption.

3. LIENS
CONTRACTOR warrants good and clear title to SCOPE supplied. CONTRACTOR will not permit CONTRACTOR GROUP to place any
LIENS or claim any LIENS. CONTRACTOR will immediately notify COMPANY and promptly remove any LINES by CONTRACTOR
GROUP.

4. SUSPENSION
(a) COMPANY may suspend the CONTRACT or reduce SCOPE for cause by written notice with immediate effect pending COMPANY’s
decision on termination where COMPANY concludes it has grounds to terminate the CONTRACT for cause. Where suspending for cause,
CONTRACTOR will not be entitled to any VARIATION or other compensation.
(b) COMPANY may suspend the CONTRACT or reduce SCOPE for convenience at its own discretion with seven days’ prior written notice.
CONTRACTOR may seek a VARIATION if actions required by suspension impact the schedule or timing of SCOPE.
(c) COMPANY may at any time withdraw by written notice all or part of a suspension and CONTRACTOR will resume performance.

5. TERMINATION

5.1. Termination by COMPANY


(a) COMPANY may terminate the CONTRACT or reduce SCOPE for cause by written notice with immediate effect if: (i) in connection with
the performance of the CONTRACT, CONTRACTOR breaches its own Business Principles, or if it has no equivalent principles, then Shell’s
Business Principles; (ii) any member of CONTRACTOR GROUP violates ANTI-BRIBERY LAWS, applicable competition laws, TRADE
CONTROL LAWS, other APPLICABLE LAWS, or HSSE STANDARDS or causes COMPANY to be in violation of those laws; (iii) any
member of CONTRACTOR GROUP becomes a RESTRICTED PARTY; or (iv) CONTRACTOR is subject to an INSOLVENCY EVENT.
(b) COMPANY may terminate the CONTRACT or reduce SCOPE for cause where COMPANY determines CONTRACTOR materially
breached a term or condition of the CONTRACT other than those set out in the preceding paragraph. COMPANY will first provide written
notice which may require CONTRACTOR to remedy the breach, or COMPANY may terminate the CONTRACT if COMPANY determines the
breach is not capable of timely remedy, or it is not subsequently remedied.
(c) COMPANY may terminate the CONTRACT or reduce SCOPE for convenience at its own discretion with 30 days’ prior written notice.

5.2. Termination by CONTRACTOR


(a) CONTRACTOR may terminate the CONTRACT with prior written notice of at least 30 days when: (i) COMPANY fails to pay an
undisputed amount to CONTRACTOR that is properly presented, due, and payable for more than 60 days; and (ii) COMPANY fails to cure
or provide proper grounds for non-payment during the notice period.
(b) CONTRACTOR’S termination rights do not apply to non-payment in the case of COMPANY’S valid exercise of set off rights.

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5.3. CONTRACTOR Obligations on Termination
On any termination, CONTRACTOR will promptly cease performance, give access to SCOPE in progress, avoid unreasonable interference
with others, and take reasonable steps to allow COMPANY to complete SCOPE, including turning over all documentation for SCOPE and
SOFTWARE which was to be supplied in connection with the CONTRACT.

5.4. Compensation in the Event of Termination


(a) On any termination, COMPANY will determine and pay (subject to valid set offs) the amounts owed to CONTRACTOR for SCOPE
properly performed prior to termination.
(b) If COMPANY terminates the CONTRACT #for convenience” or CONTRACTOR validly terminates for non-payment, COMPANY will also
pay reasonable, unavoidable, and auditable demobilisation costs that COMPANY has specifically agreed elsewhere in the CONTRACT to
pay on termination for convenience by COMPANY.

5.5. Exclusive Reasons for Termination


The parties waive any right to terminate, rescind, or otherwise end the CONTRACT, on grounds other than those set out in the CONTRACT.

6. LIQUIDATED DAMAGES
Any LIQUIDATED DAMAGES set out in the CONTRACT are genuine pre-estimates of the losses that may be sustained by failure of
performance. COMPANY may claim demonstrated general damages in any case where LIQUIDATED DAMAGES are unenforceable.

7. LIABILITIES AND INDEMNITIES


(a) Liability for loss of and damage to property and for personal injury, death, or disease to any PERSON, arising in connection with the
CONTRACT, will be determined in accordance with APPLICABLE LAW.
(b) Neither party will be liable to the other for that other party’s own CONSEQUENTIAL LOSS, REGARDLESS OF NEGLIGENCE OR
OTHER FAULT.
(c) Neither party excludes or limits its LIABILITIES to the extent they may not be excluded under APPLICABLE LAW.

8. INSURANCE
Prior to commencement of performance, CONTRACTOR will arrange any insurance required by APPLICABLE LAW, and maintain that
insurance in effect throughout the duration of the CONTRACT. Satisfaction of the obligation to procure insurance and perform other actions
in connection with this Article will not relieve CONTRACTOR of any other obligations or LIABILITIES.

9. COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS

9.1. APPLICABLE LAWS


CONTRACTOR will comply with APPLICABLE LAWS in the performance of the CONTRACT and will notify COMPANY of any material
breaches.

9.2. Business Principles


(a) CONTRACTOR acknowledges that it has actual knowledge of: (i) the Shell General Business Principles, at www.shell.com/sgbp, and
Shell’s Supplier Principles, at www.shell.com/suppliers; (ii) Shell’s Code of Conduct, at
http://www.shell.com/home/content/aboutshell/who_we_are/our_values/code_of_conduct/; and iii) Shell’s Global Helpline, at
http://www.shell.com/ home/content/aboutshell/who_we_are/our_values/compliance_helpline/.
(b) CONTRACTOR agrees that it and each member of CONTRACTOR GROUP will adhere to and notify of violations of the principles
contained in the Shell General Business Principles and Shell Supplier Principles (or where CONTRACTOR has adopted equivalent
principles, to those equivalent principles) in all its dealings with or on behalf of COMPANY, in connection with this CONTRACT and related
matters.
(c) If CONTRACTOR GROUP supplies staff that work on behalf of COMPANY or represent COMPANY, CONTRACTOR commits that the
staff will behave in a manner that is consistent with the Shell Code of Conduct.

9.3. Anti-Bribery and Corruption


(a) CONTRACTOR represents that, in connection with this CONTRACT and related matters: (i) it is knowledgeable about ANTI-BRIBERY

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LAWS applicable to the performance of the CONTRACT, including the Corrupt Practices and Other Related Offences Act, Laws of the
Federation of Nigeria 2004; Criminal Code Act Cap. 38, Laws of the Federation of Nigeria 2004; the Penal Code (Northern States) Federal
Provisions Act Cap.P3, Laws of the Federation of Nigeria, 2004; the Economic and Financial Crimes Commission (Establishment) Act Cap.
E.1, Laws of the Federation of Nigeria, 2004, (all as amended from time to time), and will comply with all such laws; (ii) CONTRACTOR
GROUP has not made, offered, authorised, or accepted, and will not make, offer, authorise, or accept, any payment, gift, promise, or other
advantage, whether directly or through any other PERSON, to or for the use or benefit of any GOVERNMENT OFFICIAL or any other
PERSON where that payment, gift, promise, or other advantage would:
(a) comprise a facilitation payment; or (B) violate the relevant ANTI-BRIBERY LAWS.
(b) CONTRACTOR will immediately notify COMPANY if CONTRACTOR receives or becomes aware of any request from a GOVERNMENT
OFFICIAL or any other PERSON that is prohibited by the preceding paragraph.
(c) CONTRACTOR will maintain adequate internal controls and procedures to ensure compliance with ANTI-BRIBERY LAWS, including the
ability to demonstrate compliance through adequate and accurate recording of transactions in its BOOKS AND RECORDS.
(d) COMPANY will have the right to confirm compliance with ANTI-BRIBERY LAWS and record keeping by audit. CONTRACTOR will keep
BOOKS AND RECORDS available for audit for a period as directed by COMPANY for at least as long as the period for retention of records
for financial and performance audit.
(e) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES arising out of CONTRACTOR’s breach of ANTI-BRIBERY
LAWS or any related undertakings under this Article.

9.4. Export and Trade Controls


(a) CONTRACTOR will comply with, all applicable TRADE CONTROL LAWS and will provide COMPANY with necessary data to comply
with TRADE CONTROL LAWS.
(b) CONTRACTOR will ensure that, except with the prior written consent of COMPANY: (i) COMPANY PROVIDED ITEMS are not
exported, provided, or made available to any RESTRICTED JURISDICTION or RESTRICTED PARTIES; (ii) CONTRACTOR PERSONNEL
with access to COMPANY GROUP’s technical information, information technology resources (including COMPANY GROUP’s
infrastructure), or COMPANY GROUP WORKSITES, are not RESTRICTED PARTIES or nationals of a RESTRICTED JURISDICTION; and
(iii) CONTRACTOR will not utilise SUBCONTRACTORS that are RESTRICTED PARTIES.

9.5. PERSONAL DATA Protection


(a) CONTRACTOR will implement all appropriate security measures to protect PERSONAL DATA against accidental, unlawful, or
unauthorised (i) destruction, (ii) loss, (iii) alteration, (iv) disclosure, or (v) access (including remote access). CONTRACTOR will protect
PERSONAL DATA against all other forms of unlawful processing, including unnecessary collection, transfer, or processing, beyond what is
strictly necessary for the performance of SCOPE.
(b) CONTRACTOR is not authorized to and will not process COMPANY GROUP PERSONAL DATA, whether or not included in the SCOPE
description, unless CONTRACTOR has first entered into a data privacy agreement as instructed by COMPANY.

9.6. Health, Safety, Security, and Environment (#HSSE”)


In performing SCOPE at COMPANY GROUP WORKSITES, CONTRACTOR will at all times: (i) pursue Shell’s HSSE principle of Goal Zero;
(ii) comply with Shell’s #Life Saving Rules”, at http://www.shell.com/global/environment- society/safety/culture.html; and (iii) comply with
other applicable HSSE STANDARDS.

9.7 Local Content and Opportunity


(a) CONTRACTOR will abide by and comply, and cause its SUBCONTRACTORS to comply, with all APPLICABLE LAWS on Nigerian
content, which is defined in the Nigerian Oil & Gas Industry Content Development Act to mean #the quantum of composite value added to
or created in the Nigerian economy by a systematic development of capacity and capabilities through the deliberate utilisation of Nigerian
human, material resources, and services in the Nigerian oil and gas industry”. CONTRACTOR will also maximise Nigerian Content in
performance of SCOPE.
(b) CONTRACTOR will promote the sustainable development of Nigerian businesses as suppliers and service providers, establish training
programs when specified by COMPANY, as well as utilise, as much as possible, goods and services procured from Nigerian markets.
(c) Any contravention of the Nigerian Oil and Gas Industry Content Development Act or failure by CONTRACTOR to comply with its Nigerian
content obligations as outlined in the CONTRACT, will entitle COMPANY to terminate the CONTRACT. CONTRACTOR will include the
provisions of this Article in all its SUBCONTRACTS.

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10. CONFIDENTIAL INFORMATION


(a) CONTRACTOR will not disclose or permit a disclosure to a third party of COMPANY GROUP’s CONFIDENTIAL INFORMATION
without the prior written consent of COMPANY and will use COMPANY GROUP’s CONFIDENTIAL INFORMATION only in connection with
performance of the CONTRACT.
(b) Information that CONTRACTOR can prove at disclosure is public knowledge, in the possession of CONTRACTOR without binder of
secrecy, or developed independently of COMPANY’s CONFIDENTAL INFORMATION is not CONFIDENTIAL INFORMATION. Restrictions
on disclosure of COMPANY’s CONFIDENTIAL INFORMATION will cease if CONTRACTOR can prove that the information had become
part of the public knowledge through no fault of CONTRACTOR GROUP or is subsequently disclosed to CONTRACTOR without an
obligation of confidentiality by a third party who has the legal right to do so.
(c) On COMPANY’s request, CONTRACTOR will return promptly any CONFIDENTIAL INFORMATION and delete it from electronic
storage, and delete or destroy all extracts or analyses that reflect any CONFIDENTIAL INFORMATION.
(d) Except where the obligation is expressly stated elsewhere in the CONTRACT or through a separate agreement, COMPANY GROUP will
not have an obligation of non-disclosure or non-use regarding information provided by CONTRACTOR or any other member of
CONTRACTOR GROUP.
(e) CONTRACTOR must obtain written approval from COMPANY before proceeding with any external communications in connection with
the CONTRACT, disclosure of business relationships, or use of COMPANY’s trademarks.

11. INTELLECTUAL PROPERTY


(a) Except for IP RIGHTS vested in CONTRACTOR as provided below, all ownership rights, title, and interest in and to SCOPE and WORK
PRODUCT will vest in COMPANY. This CONTRACT does not grant CONTRACTOR GROUP any rights, title, or interest in or to COMPANY
GROUP’s IP RIGHTS, other than those set out in the CONTRACT. IP RIGHTS created by modifications, amendments, enhancements, or
improvements (including tailor-made to the specifications of COMPANY) to COMPANY GROUP’s IP RIGHTS, or made using COMPANY
GROUP’s CONFIDENTIAL INFORMATION, will vest with COMPANY or its nominee when created.
(b) CONTRACTOR, warranting that it is entitled to do so, grants to COMPANY GROUP the irrevocable, non-exclusive, perpetual,
worldwide, royalty-free right and licence, with the right to grant sub-licences, to possess, and use any of CONTRACTOR’s IP RIGHTS
embodied in SCOPE, including the right to import, export, operate, sell, maintain, modify and repair SCOPE. CONTRACTOR warrants that
any possession or use of SCOPE as delivered by CONTRACTOR or of CONTRACTOR’s IP RIGHTS will not infringe the IP RIGHTS of any
third party.
(c) COMPANY’s ownership rights in SCOPE under this article will not extend to CONTRACTOR’s IP RIGHTS that: (i) pre-existed
performance under the CONTRACT; (ii) are developed independently from performance of the CONTRACT; or (iii) are used by
CONTRACTOR in connection with or to perform the CONTRACT, but are not based on or arising out of COMPANY GROUP’s IP RIGHTS
or CONFIDENTIAL INFORMATION.
(d) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees, transferees, and sublicensees permitted by this CONTRACT for any
LIABILITIES resulting from any claim that the possession or use of any SCOPE or WORK PRODUCT infringes or misappropriates the IP
RIGHTS of any third party.

12. FINANCIAL AND PERFORMANCE AUDIT


(a) COMPANY will have the right to audit: (i) invoiced charges and proper invoicing; (ii) other BOOKS AND RECORDS; and (iii) the
performance of any other of CONTRACTOR’s obligations under the CONTRACT, where capable of being verified by audit.
(b) Based on the findings of the audit the parties will settle any amounts charged incorrectly within 45 days of any audit finding; and
CONTRACTOR will provide or re-perform any SCOPE where the requirement to do so is identified by any audit within 45 days of any audit
finding.
(c) CONTRACTOR will keep BOOKS AND RECORDS available for audit for the longer of the following periods: (i) five years following
termination of the CONTRACT or any longer period as required by APPLICABLE LAWS; or (ii) two years after the period expires on any
obligation of CONTRACTOR to perform or re-perform any SCOPE.
(d) If a longer period is specified in the CONTRACT for retention of relevant records for compliance with ANTI-BRIBERY LAWS,
CONTRACTOR will comply with that requirement.

13. RELATIONSHIP OF THE PARTIES


(a) CONTRACTOR is an independent contractor in all aspects of performance under the CONTRACT. CONTRACTOR is responsible for the

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method and manner of performance to achieve the results required by the CONTRACT.
(b) Neither the CONTRACT nor its performance creates a partnership or joint venture. No party is appointed as agent of the other. The
CONTRACT does not permit CONTRACTOR to make any commitment on behalf of COMPANY GROUP.
(c) CONTRACTOR and CONTRACTOR PERSONNEL are not to be considered employees of any member of COMPANY GROUP and are
not eligible to participate in any of COMPANY GROUP’s employee benefit plans. CONTRACTOR will indemnify COMPANY GROUP for any
LIABILITIES related to claims for private or governmental benefits by CONTRACTOR or CONTRACTOR PERSONNEL.

14. CONTRACTOR PERSONNEL AND SUBCONTRACTING


(a) CONTRACTOR is responsible for any SCOPE performed by and all activities, omissions, and defaults of any SUBCONTRACTOR and
all CONTRACTOR PERSONNEL as if they were the activities, omissions, or defaults of CONTRACTOR.
(b) CONTRACTOR may not subcontract any part of its obligations under the CONTRACT except as agreed in writing by COMPANY.
(c) CONTRACTOR will ensure that SUBCONTRACTS are in all material respects consistent with the terms and conditions of the
CONTRACT.

15. ASSIGNMENT
An assignment or novation by a party of all or part of the CONTRACT requires the written consent of the other party, except that COMPANY
may assign and novate all or part of the CONTRACT to an AFFILIATE without the consent of CONTRACTOR by giving written notice to
CONTRACTOR.

16. FORCE MAJEURE


(a) COMPANY and CONTRACTOR are each excused from performance of the affected part of an obligation of the CONTRACT while
performance is prevented by a FORCE MAJEURE EVENT unless the event was contributed to by the fault of the party or was due to
circumstances that could have been avoided or mitigated by the exercise of reasonable diligence.
(b) Only the following are FORCE MAJEURE EVENTS: (i) riots, wars, blockades, or threats or acts of sabotage or terrorism; (ii)
earthquakes, floods, fires, named hurricanes or cyclones, tidal waves, tornadoes, or other natural physical disasters; (iii) radioactive
contamination, epidemics, maritime or aviation disasters; (iv) strikes or labour disputes at a national or regional level or involving labour not
forming part of CONTRACTOR GROUP or COMPANY GROUP, which materially impair the ability of the party claiming force majeure to
perform the CONTRACT; (v) government sanctions, embargoes, mandates, or laws, that prevent performance; (vi) inability of a party to
timely obtain licences, permits, or governmental consents required for performance; or (vii) non-performance of a party’s
SUBCONTRACTOR where the SUBCONTRACTOR has been or is affected by one of the above FORCE MAJEURE EVENTS. However,
performance will only be excused under this sub-paragraph if the parties to the CONTRACT agree that substitute performance by another
SUBCONTRACTOR is impracticable under the circumstances.
(c) A party whose performance is delayed or prevented will use reasonable endeavours to notify the other party and mitigate the effects of
any FORCE MAJEURE.
(d) COMPANY may terminate the CONTRACT if any FORCE MAJEURE EVENT results in a delay that exceeds 90 consecutive or 180
cumulative days.

17. NOTICES
All notices or other communications under the CONTRACT must be in English and in writing, and: (i) delivered by hand; (ii) sent by prepaid
courier; (iii) sent by registered post; or (iv) sent by email with confirmation receipt requested. Notices and communications are effective
when actually delivered at the address specified in the CONTRACT.

18. GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES

18.1. Governing Law


This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its subject matter or formation, including
any non-contractual disputes or claims, will be exclusively governed by and construed in accordance with the laws of the Federal Republic
of Nigeria, excluding conflict of law rules and choice of law principles that provide otherwise. The United Nations Convention on the
International Sale of Goods will not apply to this CONTRACT.

18.2. Dispute Resolution

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(a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or formation, whether in tort, contract,
under statute, or otherwise, including any question regarding its existence, validity, interpretation, breach, or termination, and including any
non-contractual claim, will be finally and exclusively resolved by arbitration under the Arbitration and Conciliation Act, Cap. A18, Laws of the
Federation of Nigeria, 2004 (#the ACT”), and any amendments to the ACT .
(b) The arbitral tribunal, to be appointed in accordance with the arbitration rules, will consist of one arbitrator. However, if either party asserts
the amount in controversy exceeds USD $5 million, then the tribunal will consist of three arbitrators.
(c) The seat of the arbitration will be Lagos, Nigeria.
(d) The language of the arbitration will be English.
(e) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar interim relief from any court with
competent jurisdiction. Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the parties. The
parties will carry out the award without delay. Judgment upon any award or order may be entered in any court having jurisdiction. All aspects
of the arbitration will be considered confidential.

18.3. Specific Performance


COMPANY is entitled to specific performance of the CONTRACT.

19. ADDITIONAL LEGAL PROVISIONS


(a) The parties retain their rights and remedies under APPLICABLE LAWS, subject to any provisions in the CONTRACT that provide
otherwise.
(b) A provision of the CONTRACT is not waived unless made in writing by an authorised representative of the waiving party.
(c) Provisions that state that they survive or by their nature are intended to survive completion of performance or termination of the
CONTRACT do so, along with all remedies attached to them.
(d) Amendments to the CONTRACT must be made in writing and signed by the parties’ authorised representatives in order to be binding.
(e) Members of CONTRACTOR GROUP or COMPANY GROUP not a party to the CONTRACT, but conferred rights in it are entitled to
enforce those rights, but are not required to consent to amend or terminate those rights.
(f) The CONTRACT sets forth the entire agreement between the parties concerning its subject matter and supersedes any other
agreements or statements pertaining to the same subject matter, except those agreements or statements expressly referenced in the
CONTRACT as included. Any confidentiality agreement pertaining to the subject matter will remain in effect according to its terms, unless
the CONTRACT provides that it is terminated or replaced.

_____________________________________________
For The Shell Petroleum Dev.Company of Nigeria Ltd

(hereinafter called SHELL)

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PURCHASE
ORDERS, POs

Sevoil International (Oil & Gas) Limited.


SERVICE
ENTRYs, SEs

Sevoil International (Oil & Gas) Limited.


The Shell Petroleum Development Company of Nigeria Limited
Shell Industrial Area
Rumuobiakani
P.O. Box 263
Port Harcourt
Rivers State.

Vendor Code : 126562


Entry Sheet for Services Performed
SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL &
Number/Date : 1001917657 / 21/12/2017
2 CHIEF DAVIES IKANYA DRIVE
Purchase order item/Date : 4510392283/10 / 22/11/2017
OFF BOSKEL RD, KM 17 ABA/PHC EX
Created by: UIG/T/PEDC Uche EGUNATUM
PORT-HARCOURT
Approved by:
Nigeria
E-mail : dorisogeonyema@yahoo.co.uk

Contact Person : DORIS ONYEM


Telephone No. : 08023083278
Fax No. : 08034050771

Forc W84, W114, and gaslift-VOWD-50%

***When submitting an invoice please attach this "Service Entry Sheet" to your invoice***

__________________________________________________________________

Item Service Description Qty U/M Currency Unit Price Order


Value
__________________________________________________________________

10 31771867 B1 mob (a) - Lay barge 1.000 EA PER/UNIT 1


USD 8,134.50 8,134.50
NGN 2,987,325.00 2,987,325.00

20 31771919 Collect/Loadout pipe & 1.000 EA PER/UNIT 1


shrinksleeves#PH
USD 1,355.75 1,355.75
NGN 497,887.50 497,887.50

30 31771921 B5.3 Coll fit w/h 1.000 EA PER/UNIT 1


platfm/hook up kit
USD 189.81 189.81
NGN 69,704.25 69,704.25

40 31771922 Collect misc. fittings for 1.000 EA PER/UNIT 1


flowline repl
USD 189.81 189.81
NGN 69,704.25 69,704.25

50 31771923 Clear f/l trace of all 1.000 M3 PER/UNIT 1


vegetation per M2
USD 0.27 0.27
NGN 99.58 99.58

Page 1 of 2
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SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL &
__________________________________________________________________

__________________________________________________________________

Item Service Description Qty U/M Currency Unit Price Order


Value
__________________________________________________________________

90 31771931 B7.8 Exc f/l trench 1.000 M3 PER/UNIT 1


(min.depth =1.5m)
USD 4.88 4.88
NGN 1,792.40 1,792.40

100 31772165 1" dia - 2" dia flowline 1.000 EA PER/UNIT 1


USD 1.36 1.36
NGN 497.89 497.89

110 31772015 (a) 1/2# to < 2# (under 0.2" 1.000 M PER/UNIT 1


& above)
USD 0.27 0.27
NGN 99.58 99.58

140 31772206 Lay barge spread 1.000 EA PER/UNIT 1


USD 4,067.25 4,067.25
NGN 1,493,662.50 1,493,662.50

160 31772097 4" dia flowline 71.000 EA PER/UNIT 1


USD 433.84 30,802.64
NGN 159,324.00 11,312,004.00

170 31772019 (e) 4# (above 0.4" wall 21.000 M PER/UNIT 1


thickness)
USD 54.23 1,138.83
NGN 19,915.50 418,225.50
__________________________________________________________________

TOTAL USD 45,885.37


NGN 16,851,002.45

Page 2 of 2
The Shell Petroleum Development Company of Nigeria Limited
Shell Industrial Area
Rumuobiakani
P.O. Box 263
Port Harcourt
Rivers State.

Vendor Code : 126562


Entry Sheet for Services Performed
SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL &
Number/Date : 1001917601 / 21/12/2017
2 CHIEF DAVIES IKANYA DRIVE
Purchase order item/Date : 4510384819/10 / 08/06/2017
OFF BOSKEL RD, KM 17 ABA/PHC EX
Created by: UIG/T/PEDC Uche EGUNATUM
PORT-HARCOURT
Approved by:
Nigeria
E-mail : dorisogeonyema@yahoo.co.uk

Contact Person : DORIS ONYEM


Telephone No. : 08023083278
Fax No. : 08034050771

Forc W86, W88, 117 and gaslift-VOWD-40%

***When submitting an invoice please attach this "Service Entry Sheet" to your invoice***

__________________________________________________________________

Item Service Description Qty U/M Currency Unit Price Order


Value
__________________________________________________________________

30 31771866 Surveillan/Sec Cover for 0.000 HR PER/UNIT 1


wellhd, FL, MFD
USD 58.00 0.00
NGN 21,300.00 0.00

80 31772069 B10 (c) 4" f/l per joint 50.000 JT PER/UNIT 1


USD 121.80 6,090.00
NGN 44,730.00 2,236,500.00

90 31772083 B12 (c) 4" f/l per joint 50.000 JT PER/UNIT 1


USD 20.30 1,015.00
NGN 7,455.00 372,750.00

100 31772019 (e) 4# (above 0.4" wall 680.000 M PER/UNIT 1


thickness)
USD 58.00 39,440.00
NGN 21,300.00 14,484,000.00

140 31772189 Fab/inst oil wellhd hkup arm 2.000 EA PER/UNIT 1


& paint arm
USD 2,030.00 4,060.00
NGN 745,500.00 1,491,000.00

170 31772002 (a) 1/2# to < 2# (under 0.2" 100.000 M PER/UNIT 1

Page 1 of 2
Vendor Code : 126562 Service entry sheet : 1001917601
SEVOIL INT`L (OIL & GAS) LTD
SEVOIL INT`L (OIL &
__________________________________________________________________

__________________________________________________________________

Item Service Description Qty U/M Currency Unit Price Order


Value
__________________________________________________________________

& above)
USD 0.29 29.00
NGN 106.50 10,650.00
__________________________________________________________________

TOTAL USD 50,634.00


NGN 18,594,900.00

Page 2 of 2

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