eni iraq bv

eni Iraq B.V.

INVITATION TO TENDER REFERENCE NUMBER:

7000028268

-------------------------------------

CONTRACT NO. [50000XXXXX]

FOR

ASSET IDENTIFICATION CODES AND GRID MAPPING

SPECIAL CONDITIONS

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INDEX

1 DEFINITIONS AND INTERPRETATION.........................................................3

2 SCOPE OF WORK.....................................................................................3
3 CONTRACT DURATION AND TERMINATION.................................................3
4 KNOWLEDGE OF AREA OF OPERATIONS.....................................................3
5 WORK ORDER PROCEDURE.......................................................................3
6 SCHEDULE OF DELIVERY..........................................................................4
7 INSURANCE............................................................................................4
8 SUBCONTRACTING..................................................................................5
9 GUARANTEES..........................................................................................5
10 QUALITY ASSURANCE..............................................................................6
11 INVOICING.............................................................................................6
12 LIQUIDATED DAMAGES............................................................................7
13 SURVIVORSHIP.......................................................................................8
14 ACCEPTANCE OF THE WORKS...................................................................8
15 PERMITTING...........................................................................................9
16 SECURITY...............................................................................................9

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1 DEFINITIONS AND INTERPRETATION

1.1. With reference to Article 1 of the General Conditions, the PARTIES agree that the following
additions/deletions are made:

“COMPLETION DATE” means the date set out in the relevant WORK ORDER by which the
WORKS or any part thereof shall be completed by CONTRACTOR.

“WARRANTY PERIOD” means, with reference to Article 33 of the General Conditions, a

period of twenty-four (24) months from the completion of the WORKS.

“WORK ORDER” means, with reference to Article 5 of the Special Conditions, a

COMPANY’s written request to perform the WORKS, signed by COMPANY
REPRESENTATIVE.

“WORK TIME SCHEDULE” means the delivery date/schedule (commencement date and
completion date) provided by COMPANY in each WORK ORDER.

“WORK ORDER VALUE” shall mean the total commitment value of each WORK ORDER
issued under this CONTRACT, if any.

1.2. The term “SERVICE” in the General Conditions shall have the same meaning as the terms
“WORK” and “WORKS” as defined in Article 2.1 below.

2 SCOPE OF WORK

2.1. The Scope of the CONTRACT is the execution by CONTRACTOR of asset identification
codes and grid mapping (hereinafter described as “WORKS”) as further detailed within
Appendix “D” – Scope of Work.

2.2. On a non-exclusive basis and on the basis that no minimum work commitment is
guaranteed hereinunder, the WORKS to be performed may be requested from time to
time by COMPANY REPRESENTATIVE with a WORK ORDER signed by the COMPANY, as
defined in Article 4.1.

3 CONTRACT DURATION AND TERMINATION

3.1 With reference to Article 2 of the General Conditions, the EFFECTIVE DATE of the
CONTRACT is as stated in the FORM OF AGREEMENT.

4 KNOWLEDGE OF AREA OF OPERATIONS

4.1 With reference to Article 3 of the General Conditions, the PARTIES agree that the Area of
Operations shall be COMPANY’s premices in the Zubair Oilfield, Basra, Iraq, as further
defined in Appendix “D” – Scope of Work.

5 WORK ORDER PROCEDURE

5.1 The performance of any WORKS under the CONTRACT will be requested in writing by
COMPANY to CONTRACTOR with a WORK ORDER.
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5.2 Said WORK ORDER shall contain all the information needed by CONTRACTOR to identify
the nature of the WORKS, as well as all reference documents and specifications for the
performance of the WORKS and shall state any HSE and Quality requirements to be met.
5.3 In particular, the WORK ORDER shall specify the dates of performance of the WORKS
(commencement, end and in-between activities), the dates of delivery of any deliverables
and any "Order Number" given to the WORKS.
5.4 On the basis of the WORK ORDER the PARTIES shall agree on the standards,
specifications, schedules, due dates and instructions which shall be met while performing
the WORKS and, in particular, for each individual WORK, the PARTIES shall previously
agree on the following data:
5.4.1 For WORKS:
a) allocation of workload according to the qualification of the employees to be
used;
b) number and type of volumes;
c) exact location of the WORKS;
d) the commencement date and the completion date of the WORKS;
e) the standards, specifications, Appendices and instructions to be complied
with for the performance of the WORKS;
f) any other issues required for a full preparation of the requirements.
5.5 All Appendices with related updates and amendments, as agreed with COMPANY will form
an integral part of the CONTRACT.
5.6 The WORK ORDER is the only document which formally authorizes CONTRACTOR to
perform any one of the WORKS.
5.7 If the WORK ORDER authorized by COMPANY, the same WORK ORDER shall in any case
bear the authorization stamp of a duly authorized representative of COMPANY.
5.8 The WORK which makes up the subject-matter of each WORK ORDER shall be deemed
connected and interdependent and COMPANY is entitled to change the performance
schedules of the WORKS as a result of any external factors which, by affecting some types
of said WORKS, will make it necessary to change the schedules, in particular with regard
to times.

6 SCHEDULE OF DELIVERY

6.1 CONTRACTOR shall execute the WORKS in accordance commencement date and
COMPLETION DATE detailed in each individual WORK ORDER.

7 INSURANCE

7.1 Notwithstanding what is stated in Article 10.1 of the General Conditions, the following will
apply:

All the insurance required by Article 10 shall be obtained from an Iraqi insurance
company or foreign insurance company permitted to conduct business in the
Republic of Iraq, where such coverage is available in the Republic of Iraq and
available on commercially reasonable terms. If such coverage is unavailable in the

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Republic of Iraq, insurance shall be obtained from a foreign insurance company

and in compliance with the APPLICABLE LAW.

7.2 With reference to Article 10 of the General Conditions, the PARTIES agree that the
amounts of insurances will be not less than:
a) Employers liability insurance: United States Dollars Ten Million (US$ 10,000,000.00);
b) General Third Party Liability Insurance: United States Dollars Fifteen Million (US$
15,000,000.00) for any one occurrence;
c) Third Party and Passenger Liability Insurance: United States Dollars Five Million (US$
5,000,000,00) for any one occurrence.

8 SUBCONTRACTING

8.1. Notwithstanding Article 17 – “Subcontracting” of the General Conditions, the PARTIES

agree that the list of SUBCONTRACTORS detailed in Appendix X are proposed
SUBCONTRACTORS, CONTRACTOR shall not proceed with any SUBCONTRACTOR without
COMPANY’s prior APPROVAL, in accordance with Article 17.2 and 17.3 of Article 17
“SUBCONTRACTING” of the General Conditions, by utilising the forms provided in Annex 1
of Appendix X.

[alternatively: “With reference to Article 17 “SUBCONTRACTING” of the General

Conditions, the PARTIES agree that no SUBCONTRACTOR has been proposed by
CONTRACTOR or APPROVED by COMPANY at the EFFECTIVE DATE”].

9 GUARANTEES

With reference to Article 26 “GUARANTEES” of the General Conditions, the PARTIES agree that:

9.1. Bank Guarantee [and Retention Scheme].

CONTRACTOR shall obtain and deliver to COMPANY within fifteen (15) days of the
EFFECTIVE DATE a bank guarantee in the form attached to the CONTRACT (the "BANK
GUARANTEE") and in the amount of ten percent (10%) of the first WORK ORDER. The
BANK GUARANTEE shall remain in full force and effect and be held by COMPANY until the
expiry of the latest WARRANTY PERIOD or until all outstanding financial matters have
been settled, whichever is the latest.

[alternatively: “COMPANY will retain ten percent (10%) of all monies that become due and
payable to CONTRACTOR for invoices issued in relation to WORKS completed by
CONTRACTOR, as defined in each WORK ORDER in accordance with the CONTRACT. All
monies retained by COMPANY shall be returned only upon expiry of the latest WARRANTY
PERIOD or until the CONTRACTOR has fulfilled all its obligations under the CONTRACT,
whichever is latest”].

9.2. PARENT COMPANY GUARANTEE.

The PARTIES agree that no PARENT COMPANY GUARANTEE is required under this
CONTRACT.

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10 QUALITY ASSURANCE

10.1. CONTRACTOR shall submit to COMPANY for approval, within fifteen (15) days of the
EFFECTIVE DATE, a detailed quality assurance system, an organisation securing the
various related functions and a programme covering the various phases of the WORKS
that complies with the requirements more fully detailed in Appendix F.

10.2. Within fifteen (15) days of receipt of the detailed quality assurance system, organisation
and programme, COMPANY REPRESENTATIVE shall either approve the same or notify
CONTRACTOR of changes required to obtain approval. In the latter event, CONTRACTOR
shall promptly modify and re-submit the detailed system, organisation and programme
with the modifications requested by COMPANY.

11 INVOICING

11.1. In consideration for the satisfactory performance of this CONTRACT in accordance with its
terms, COMPANY shall pay CONTRACTOR the sums set out in, and in accordance with, this
CONTRACT.

11.2. Within forty-five (45) days after the completion of each milestone event detailed in
Appendix A, CONTRACTOR may send to COMPANY REPRESENTATIVE an invoice in respect
of the relevant milestone for the WORKS performed.

11.3. One original shall be submitted in the form requested by COMPANY accompanied by such
certification and documentation as COMPANY may request.

11.4. Each invoice shall include the following information:

- CONTRACT reference number
- WORK ORDER number (where applicable);
- WORKS Receipt Note;
- Invoice Date;
- Invoice number / reference;
- TIN pay / Tax number;
- Invoice currency;
- Bank Details;
- CONTRACTOR details;
- Description of the billable services, work, goods, items as per CONTRACT;
- Billable Quantities;
- Units Rates, Discounts (if any), Total Price;
- Any additional information that may be needed to issue the invoice (e.g. approved
time sheets for services charged on daily-hourly rate, supporting documents for
reimbursable contracts, contact details in case of COMPANY needs to get in touch
with suppliers).

One copy of the invoice shall be translated into the Arabic language.

11.5. All invoices submitted by CONTRACTOR to COMPANY shall be accompanied by such

documents, records, lien waivers, receipts, approved time sheets or other evidence as
COMPANY may request to support charges contained therein and CONTRACTOR shall
ensure that all such documents, records, lien waivers, receipts, approved time sheets or
other evidence shall truly reflect the facts about the activities, milestones and transactions

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to which they pertain and that COMPANY may rely upon these as being complete and
accurate.

11.6. Signed original (English and Arabic) invoice(s) shall be sent by courier.
The invoice(s) shall be addressed as follows:
Sold to:
ENI IRAQ BV
Wtc Tower
Strawinskylaan 1725
1077 XX Amsterdam
The Netherland

Shipped to:
ENI IRAQ BV
c/o ZFOD Warehouse 2 (WH2), BOC Safety & Fire Department area, Zubair Field,
Bardjazia - Basra - Republic of Iraq
Technical Service Contract (TSC)
Dated January 22nd 2010
Basra Oil Company Of The Iraqi
Ministry Of Oil (BOC)
Po Box 240 Bab Al Zubair
Basra

Signed original (English and Arabic) invoice(s) shall be sent by courier to the
following address:
eni Iraq B.V.
eni Life Support Camp - Al Barjissiya - Az Zubair
Basrah - Iraq
Attention: Accounting & Tax Department
Electronic scanned copy of the invoice(s) (English and Arabic) must be sent by
email to: finance.iraq@eni.com

12 LIQUIDATED DAMAGES

12.1 Liquidated Damages for late WORKS completion

If CONTRACTOR fails to comply with the WORK TIME SCHEDULE or any extension thereof,
CONTRACTOR shall pay to COMPANY as liquidated damages and not as a penalty for such
failure to complete the portion of WORKS the amount of:

Liquidated damages amount Milestone description

One percent (1%) of relevant
WORK ORDER VALUE proratable
per each week of delay (seven
consecutive days) up to ten
percent (10%) of WORK ORDER
VALUE.
From the completion date of WORKS (subject to pre-
agreement between the PARTIES) provided in each
WORK TIME SCHEDULE until effective completion of
WORKS as requested in the relevant WORK ORDER.

Liquidated damages amount is applicable for each week of delay, or pro rata thereof for
periods of less than one (1) week, calculated from the applicable completion date up to
and including the actual date of completion. The PARTIES agree that this amount
represents a genuine pre-estimate of COMPANY’s loss per week in the event of such delay.
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The dates of completion for each milestone are set out in the applicable Appendix and can
be extended changed only when agreed by both PARTIES, or in case of FORCE MAJEURE.

12.1.1 If the period of delay exceeds thirty (30) calendar days, COMPANY may:
- terminate the CONTRACT pursuant to Article 2 of the General Conditions
and engage the services of one or more THIRD PARTY to complete the
execution of the supply;
- agree with CONTRACTOR on a reduction in the CONTRACT PRICE to offset
the effects of any damage resulting from a delay in completion of the
WORKS.

12.1.2 The times for completion of the WORKS may be changed only for reasons expressly
specified in the CONTRACT and in any event for the following reasons:
- event of FORCE MAJEURE, provided that notice of any cause of the event of
FORCE MAJEURE shall be given to COMPANY as stated in Article 20 of the
General Conditions;
- any extension(s) due to causes directly attributable to COMPANY, if
authorized by COMPANY in writing; or
- any extension(s) authorized by COMPANY in writing.

In all the cases specified in this Article 12.1.2, no liquidated damages shall apply.

12.2 COMPANY may, without prejudice to any other method of recovery, deduct the amount of
any liquidated damages from any monies due, or which become due, to the
CONTRACTOR.

13 SURVIVORSHIP

Unless otherwise specifically stated elsewhere in the CONTRACT, those provisions of this
CONTRACT which by their nature extend beyond completion of the WORKS include but shall not
be limited to, the provisions of Articles:
- Compliance with Law, Permits and Authorizations
- Defects Liability
- Liabilities and Indemnities
- Liquidated Damages
- Guarantees
- Survivorship
- Taxes
- Insurance
- Audit
- Confidentiality
- Dispute Resolution
- Governing Law

They shall survive any expiration, cancellation or termination of this CONTRACT, or competion of
the WORKS.

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14 ACCEPTANCE OF THE WORKS

14.1. CONTRACTOR shall give COMPANY written notice of the completion of the WORKS for each
relevant WORK ORDER, within seven (7) days of receiving such notice COMPANY shall (a)
notify CONTRACTOR of the acceptance of the WORKS by issuing the relevant acceptance
certificate acknowledging completion of the relevant WORKS or (b) specify in reasonable
details in in a written “notice of non-conformity” any aspect in which the related part of
the WORKS does not conform to the CONTRACT requirements.

14.2. CONTRACTOR shall promptly perform any and all outstanding and/or necessary corrective
work at CONTRACTOR’s own cost and risk and with no time extension. The foregoing
procedure shall be repeated until all defects, non-conformities or deficiencies are
corrected.

14.3. The acceptance of the WORKS or part thereof by COMPANY shall not be construed as
COMPANY’s agreement that the WORKS or part thereof conforms to the requirements of
the CONTRACT nor shall it represent or be construed as representing COMPANY’s waiver
of any warranty or guarantee or acceptance of any patent or latent defect in the WORKS.

14.4 Until COMPANY has accepted the WORKS, in the manner mentioned in this Article, the
WORKS shall not be considered as accepted, either in whole or in part.

15 PERMITTING

15.1. CONTRACTOR shall prepare all documentation required by the national and local
legislation and State Authorities in order to obtain all permits, certificates, authorizations
and approvals necessary for all the work phases be such permits, certificates,
authorization and approval applied for by either CONTRACTOR or COMPANY.

15.2. CONTRACTOR shall prepare any further documentation required by the Authorities after
submission of the permit applications.

15.3. All documentation shall comply with the Iraq legislation and State Authorities.

15.4. CONTRACTOR shall be responsible to obtain the construction permits, certificates,

authorizations and approvals in compliance with the Iraq legislation and State.

15.5. CONTRACTOR has to produce and submit to authorities all documents, calculation and
drawings relevant to buildings, civil work and crossing of infrastructure (road, railway,
electric lines etc.) in order to obtain all the Autority’s Technical Requirements (if any) to
perform the relevant works.

16 SECURITY

16.1. With reference to Article 6.2 z) of the General Conditions, this article should be read in
conjunction with Appendix “S”. In case of any conflict, discrepancy, inconsistency or
ambiguity between the two, the requirements and responsibilities defined in Appendix “S”
shall take precedence.

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