SERVICE ORDER

SO-xxx

Provision of Drill Cuttings Treatment and Remediation Services for Qara Dagh

CONTRACTOR : xxx
SERVICE ORDER NUMBER: SO-xxx

1. This Service Order is made between Genel Energy Sarta Limited, a company incorporated under the
laws of England and Wales whose registered office is at 36, Broadway, St James, London, SW1H 0BH
(hereinafter referred to as the “COMPANY”) on behalf of itself and as agent for and on behalf of its
AFFILIATES;

and xxxx, a company incorporated and existing under the laws of Iraq, KRG, whose registered office
is at xxxx (hereinafter referred to as the "CONTRACTOR").

2. EFFECTIVE DATE: 1st October 2022

COMMENCEMENT DATE: As communicated by COMPANY Representative

3. WORK SITE: CONTRACTOR’s Facility

4. WORK SCHEDULE: SERVICES will start on 1st October 2022. The duration of the CONTRACT shall be
------- from the EFFECTIVE DATE, unless earlier terminated in accordance with the terms and
conditions.

5. COMPANY REPRESENTATIVE:
Sabr Hessen Mubasher , Deputy HSE Manager
Phone No.: +9647518021730
Email: sabr.mubasher@genelenergy.com

CONTRACTOR REPRESENTATIVE:
xxx
Phone No. +964 xxx
Email: xxx

6. SCOPE OF WORK
The Scope of Work set out in Appendix 1 hereto will be carried out pursuant to this Service Order.

7. COMPENSATION
CONTRACTOR will be remunerated in accordance with the terms set out in Appendix 2 to this Service
Order.

8. CONTRACTOR shall not commence the SERVICE specified until this Service Order has been completed
and signed by COMPANY and signed by CONTRACTOR.

9. CONTRACTOR shall submit invoices (quoting the Service Order number) in accordance with the
following instructions:
 CONTRACTOR's invoices shall be issued / addressed to:

Genel Energy Sarta Limited

36 Broadway St James
London
Page 1 of 58
 SERVICE ORDER
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SW1H 0BH

 All CONTRACTOR's Invoices be e-mailed to:

Invoice.kri@genelenergy.com

All invoices shall be paid in accordance with Clause 6 of Genel Energy’s Goods and Services Terms
and Conditions included as part of this Service Order.

10. PLEASE QUOTE SERVICE ORDER NUMBER ON ALL CORRESPONDENCE.

11. The CONTRACT comprises this Service Order with “Genel Energy Goods and Services Terms and
Conditions” plus:
 Appendix 1 - Scope of Work;
 Appendix 2 – Compensation;
 Appendix 3 - Health, Safety and the Environment; and
 Appendix 4 – Local Content.
Service Order Approval
For and on behalf of COMPANY: For and on behalf of CONTRACTOR:

Name: Name:
Date: Date:

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 SERVICE ORDER
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Genel Energy Goods and Services Terms and Conditions
1. DEFINITIONS
1.1 In the CONTRACT, the following words and expressions shall have the
following meanings, except where the context otherwise requires:
1.1.1 “AFFILIATE” shall mean: in relation to a PARTY, any company or other
legal entity: (a) that is, directly or indirectly, controlled by such PARTY; or
(b) that, directly or indirectly, controls such PARTY; or (c) that is directly or
indirectly, controlled by another company or legal entity that also, directly
or indirectly controls such PARTY. For the purposes of this definition,
"control" shall mean the right to exercise or cause the exercise of the vote
of more than fifty percent (50%) of all the voting shares, equity or other
ownership interest with voting rights in an entity.
1.1.2 “AGENT” shall mean COMPANY’s nominated representative who has the
authority to act on behalf of COMPANY in the capacity to receive
DELIVERY of the GOODS in accordance with the specified delivery terms
of the CONTRACT.
1.1.3 “APPLICABLE LAW” shall mean all applicable law, statutes, statutory
instruments, international petroleum industry codes of practice, guidelines,
bye-laws, orders, directions, rules and other regulations of authorities and
any local or other statutory governing or public authority or body, or any
other body having jurisdiction over the PARTIES to the CONTRACT, the
WORK and the worksite where the GOODS are to be delivered to or the
SERVICES performed.
1.1.4 “ANTI-CORRUPTION LAW” shall mean: (a) applicable laws relating to the
prevention or prohibition of corruption and bribery of PUBLIC OFFICIALS
of the country in which WORK is performed; (b) the principles described in
the Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions, signed in Paris on 17 December,
1997, which entered into force on 15 February, 1999, and the
Convention’s Commentaries; and (c) the United Kingdom Bribery Act
2010 (as amended, modified or re-enacted from time to time) and any
other applicable laws of any part of the United Kingdom.
1.1.5 “COMPANY” shall mean the Genel Energy entity named in the Purchase
Order and / or Service Order of the CONTRACT.
1.1.6 “COMPANY GROUP” shall mean COMPANY, its CO-VENTURERs, and
AGENTs and its and their respective AFFILIATEs and its and their
respective directors, officers, employees (including agency personnel),
agents and consultants and “member of COMPANY GROUP” shall be
construed to mean any one of such entities or persons, but shall not in
any circumstance include any member of CONTRACTOR GROUP.
1.1.7 “CONSEQUENTIAL LOSS” shall mean (i) consequential or indirect loss
under English law; and (ii) loss and/or deferral of production, loss of
product, loss of use, loss of revenue, profit or anticipated profit (if any), in
each case whether direct or indirect to the extent that these are not
included in (i), and whether or not foreseeable at the date of the
CONTRACT, and subject to the provisions of Clause 4.3 (ii) if applicable.
1.1.8 “CONTRACT” shall mean the Purchase Order and / or Service Order
documents, as originally executed or as they may from time to time be
amended or otherwise modified in accordance with the applicable
provisions hereof.
1.1.9 “CONTRACTOR” shall mean the entity named in the Purchase Order
and / or Service Order of the CONTRACT.
1.1.10 “CONTRACTOR GROUP” shall mean CONTRACTOR, its subcontractors
(of any tier), its and their AFFILIATES and its and their respective
directors, officers, employees (including agency personnel), agents and
consultants and “member of CONTRACTOR GROUP” shall be construed
to mean any one of such entities or persons, but shall not in any
circumstances include any member of COMPANY GROUP.
1.1.11 “CO-VENTURER” shall mean any entity (including its successors or
assignees of interest) which is, from time to time, party to a production
sharing agreement, hydrocarbon licence or concession, joint operating
agreement, cooperation agreement, unitisation agreement or similar joint
venture arrangement with COMPANY and/or its AFFILIATE relating to the
operations in respect of which the WORK is required or is being
performed.
1.1.12 “DELIVERY” shall mean when the GOODS and / or the provision of
SERVICES are received by COMPANY or AGENT as defined by the
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delivery terms or specifically defined Incoterms (2010) as specified in the
CONTRACT.
1.1.13 “DELIVERY DATE” shall mean the date specified in the CONTRACT for
delivery of the GOODS and/or provision of SERVICES, if any.
1.1.14 “GOODS/SERVICES”, “GOODS” or “SERVICES” shall mean the goods
and/or services (as appropriate) specified in the CONTRACT to be
supplied by CONTRACTOR.
1.1.15 “INTELLECTUAL PROPERTY” shall mean any invention, patent or
application for a patent, design (registered or unregistered), trademark
(registered or unregistered), name, copyright, circuit layout, trade secret,
know-how, proprietary information or other right in respect of any
information, process, work, material or method.
1.1.16 “PARTY” shall mean COMPANY or CONTRACTOR as applicable and
“PARTIES” shall mean COMPANY and CONTRACTOR.
1.1.17 “PUBLIC OFFICIAL” shall mean any person (whether employed,
appointed or elected) of any government (whether local, regional,
provincial or national) or any ministry, body, department, agency, or
instrumentality, such as state-owned or state-controlled companies or
statutory corporations thereof, or of a public international organisation, any
person acting in an official capacity for or on behalf of any government or
government entity or of a public international organisation, any political
party or party official, or any candidate for political office. For the purposes
of this definition a “public international organisation” includes
organisations such as the World Bank, the International Finance
Corporation, the International Monetary Fund, the United Nations, the
World Health Organisation, the World Food Program; the Inter-American
Development Bank and other organisations analogous to the foregoing.
1.1.18 “THIRD PARTY” shall mean any person who is not a member of
COMPANY GROUP or CONTRACTOR GROUP.
1.1.19 “WORK” shall mean the provision of GOODS and/or SERVICES by
CONTRACTOR pursuant to the CONTRACT.
1.1.20 “AUTHORITY" shall mean any competent government or governmental
agency having jurisdiction over the PARTIES, the WORKSITE, or any
other areas where the SERVICES are to be performed.
1.2 The captions and titles in the CONTRACT are for convenience only and
shall not affect the interpretation or construction of the CONTRACT.
1.3 Unless the context otherwise requires, words in the singular shall include
the plural and vice versa, and words denoting any gender shall include
any other gender.
1.4 A reference to any PARTY shall include that PARTY'S personal
representatives, successors and permitted assigns.
1.5 A reference to a statute or statutory provision is a reference to it as
amended, extended or re-enacted from time to time.
1.6 Any words following the terms including, include, in particular or any
similar expression shall be construed as illustrative and shall not limit the
sense of the words, description, definition phrase or term following those
terms.
2. APPLICATION OF TERMS
2.1 The CONTRACT constitutes the entire agreement between the PARTIES
superseding all prior understandings and agreements relating to the
subject matter.
2.2 No terms or conditions endorsed upon, delivered with or contained in
CONTRACTOR'S quotation, acknowledgment, acceptance of the
CONTRACT, invoice, specification or similar document will form part of
the CONTRACT and CONTRACTOR waives any right which it otherwise
might have to rely on such terms and conditions.
2.3 The CONTRACT shall be read as one document, the contents of which, in
the event of ambiguity or contradiction between sections, shall be given
precedence in the order listed: (i)any agreed Special Terms and
Conditions; (ii) these General Terms and Conditions; (iii) any other agreed
document forming part of the CONTRACT.
 SERVICE ORDER
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Genel Energy Goods and Services Terms and Conditions
2.4 The invalidity or unenforceability of any term of or any right arising
pursuant to the CONTRACT shall not adversely affect the validity or
enforceability of the remaining terms and rights.
3. CONTRACTOR’S GENERAL OBLIGATIONS
3.1 CONTRACTOR shall carry out all its obligations under the CONTRACT
with all due care and diligence, in a good and workmanlike manner and in
accordance with good industry practice, without delays, and in conformity
in all respects with the terms and conditions of the CONTRACT.
3.2 CONTRACTOR represents and warrants that it possesses the skills,
expertise, organisation, personnel, equipment and all other necessary
attributes to carry out the WORK diligently and in accordance with good
industry practice.
3.3 CONTRACTOR personnel shall, for the WORK which they are required to
perform, be competent, properly qualified, skilled and experienced in
accordance with good industry practice.
3.4 COMPANY shall have the right to inspect, test, or review the state of the
WORK at any reasonable time and to inform CONTRACTOR if any of the
aspects of the WORK do not comply with the relevant specifications,
plans, safety procedures and requirements (including those of
COMPANY) and/or the provisions hereof and CONTRACTOR shall
without delay, take whatever action is necessary to ensure such
compliance. Failure of COMPANY to test or inspect or call to the attention
of the CONTRACTOR any such non-compliance shall in no way relieve
CONTRACTOR of its obligations hereunder.
3.5 CONTRACTOR shall obtain at its own risk and expense, all permits,
licences, registrations, certificates or other administrative authorisations
required by any governmental authority in order to comply with its
obligations under the CONTRACT.
3.6 CONTRACTOR shall act as an independent contractor and neither
CONTRACTOR nor CONTRACTOR GROUP personnel shall be deemed
to be either expressly or impliedly employees of COMPANY GROUP.
3.7 On completion of the WORK, if applicable, CONTRACTOR shall remove
from the worksite all its equipment, appliances, tools and surplus material
and shall clear away all rubbish occasioned by the operations throughout
the WORK in accordance with applicable legislation and shall leave the
worksite clean and tidy.
4. DELIVERY
4.1 CONTRACTOR shall complete and deliver the GOODS / SERVICES on
or before the DELIVERY DATE in accordance with the CONTRACT.
COMPANY may alter the DELIVERY DATE(s) or place of delivery upon
giving CONTRACTOR reasonable notice in writing of such alterations. If
CONTRACTOR is unable to deliver the GOODS and/or supply the
SERVICES on the DELIVERY DATE, CONTRACTOR shall notify
COMPANY at the earliest possible opportunity. If the PARTIES cannot
agree a revised DELIVERY DATE, such failure to meet the DELIVERY
DATE shall constitute default by CONTRACTOR under the CONTRACT
for the purposes of Clause 14.2.
4.2 Where no DELIVERY DATE is set out in the CONTRACT,
CONTRACTOR shall confirm a final DELIVERY DATE within seven (7)
calendar days of execution of the CONTRACT.
4.3 If no DELIVERY DATE is confirmed in accordance with Clause 4.2 and/or
if the GOODS (or any part thereof) are not delivered on the DELIVERY
DATE specified in the CONTRACT or a DELIVERY DATE confirmed by
CONTRACTOR in accordance with Clause 4.2, COMPANY reserves the
right to:
i) Claim liquidated damages of one (1) percent of the total
CONTRACT amount per seven (7) calendar days delayed with the
maximum of ten (10) percent of the total CONTRACT amount. At
its sole discretion the COMPANY may opt to accept fifteen (15)
calendar days grace period prior to initiating any such claim. Such
liquidated damages shall be sole and exclusive remedy for delay
by CONTRACTOR.
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4.4 CONTRACTOR shall provide to COMPANY by the due date(s) specified
in the CONTRACT, all drawings, certificates or other documentation in the
specified format and quantities as specified in the CONTRACT.
4.5 GOODS shall be carefully packed and protected or bundled in a manner
suitable for the form of transport being used or in accordance with any
special requirements stated in the CONTRACT. Acceptance of the
GOODS/SERVICES by COMPANY shall not relieve CONTRACTOR of
any of its obligations under the CONTRACT.
4.6 CONTRACTOR shall ensure that the GOODS will comply with the
requirements of law and, to the extent that they contain toxic, corrosive or
hazardous materials, CONTRACTOR shall ensure that a notice to that
effect accompanies each consignment, together with appropriate care and
handling instructions. GOODS supplied under the CONTRACT, which are
contaminated beyond use, at the time of DELIVERY, shall be regenerated
or disposed of by CONTRACTOR. The title and risk of the contaminated
GOODS will transfer to CONTRACTOR, at the time contamination is
identified and notified to CONTRACTOR, who will bear all expenses for
such processes. In the event that COMPANY contaminates the GOODS,
COMPANY will be liable for the processes of regeneration or disposal.
5. TITLE, RISK AND LIENS
CONTRACTOR warrants free and clear title to the GOODS. Title to
GOODS passes to COMPANY when they are appropriated to the
CONTRACT, paid for by COMPANY or on DELIVERY whichever is the
earlier. The GOODS shall remain at the risk of CONTRACTOR until
DELIVERY is complete (including, if applicable, off-loading, stacking,
installation and commissioning such GOODS). CONTRACTOR shall hold
harmless and indemnify COMPANY GROUP from and against all liens,
attachments or claims by or on behalf of any of its suppliers or any
member of CONTRACTOR GROUP (or persons alleging to be any such
persons) in connection with or arising out of the CONTRACT.
6. PRICE AND PAYMENT
6.1 Unless otherwise specified in the CONTRACT all rates of pay and prices
constitute full compensation for all costs whatsoever for supply of the
GOODS / SERVICES and are fixed and not subject to escalation or any
other variation.
6.2 Subject to Clause 6.3, COMPANY shall pay CONTRACTOR the amounts
specified in the CONTRACT within thirty (30) days from receipt of true,
correct and adequately supported invoices. Invoices will only be accepted
after the achievement of milestones those are accepted by COMPANY.
6.3 If COMPANY disputes an invoice or part thereof or if an invoice is
prepared or submitted incorrectly in any respect, COMPANY shall notify
CONTRACTOR of the item disputed, specifying the reason(s) therefor.
Those items of the invoice not in dispute will be settled in accordance with
Clause 6.2 by COMPANY upon receipt from CONTRACTOR of a credit
note amending the original invoice by the amount in dispute. On
settlement of any dispute, CONTRACTOR shall submit an invoice for
sums due and COMPANY shall pay in accordance with this Clause 6.
Both parties shall use their reasonable endeavours to resolve disputed
items promptly
6.4 Invoice shall be marked for the attention of “Accounts Payable” and
addressed to COMPANY using the full name and address of COMPANY
identified in CONTRACT.
All invoices shall be e-mailed to the E-mail address as specified in the
CONTRACT.
Invoices must contain the following information:
(a) CONTRACTOR full name and address per the signed CONTRACT
(b) A unique invoice number & date
(c) CONTRACT and / or the Purchase order or Service Order number as
applicable
(d) Description of GOODS / SERVICES & any catalogue item codes
supplied by COMPANY
(e) Invoice amounts in the currency stated on the CONTRACT:
i) Total Net
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Genel Energy Goods and Services Terms and Conditions
ii) VAT (where applicable)
iii) Total Gross
(f) CONTRACTOR’s bank details
6.5 COMPANY shall have the right to audit all CONTRACTOR’s charges in
respect of the WORK and such right shall continue in force for a period of
two (2) years after the completion of the WORK.
6.6 COMPANY shall only pay CONTRACTOR’s invoices into the nominated
bank account as originally notified when CONTRACTOR registered their
details with COMPANY or as subsequently amended by formal notification
to COMPANY’s Finance Department setting out any applicable changes.
7. VARIATIONS
7.1 No changes to this CONTRACT or any obligation hereunder shall be valid
or effective unless it is in writing and signed by the authorised
representatives of the PARTIES.
7.2 Without prejudice to Clauses 2.4 and 7.1, COMPANY has the right to
issue instructions to CONTRACTOR at any time to make any changes to
the WORK which are within the capability and resources of
CONTRACTOR, at the applicable rates and/or prices in the CONTRACT,
or, where such rates and prices are not specified, a fair valuation shall be
made between the PARTIES subject to Clause 7.3.
7.3 CONTRACTOR shall implement no variation to the WORK unless first
agreed approved in writing by COMPANY. Where compensation for the
WORK is not a fixed price, and an estimated value of the WORK is stated
within the CONTRACT, CONTRACTOR shall not be obliged to perform
WORK of a value in excess of the estimated value stated therein. If
CONTRACTOR anticipates that such estimated value will be exceeded, it
shall notify COMPANY and seek instructions prior to this value being
exceeded. Such estimated value shall not be construed as a guarantee
that COMPANY will sanction WORK to that value and COMPANY will not
be liable for any claim from CONTRACTOR on the grounds that the actual
value of WORK is different to the estimated value.
8 WARRANTIES, DEFECTS CORRECTION AND REMEDIES
8.1 CONTRACTOR represents and warrants that the GOODS shall be in
accordance with the CONTRACT, new, free from defects and good quality
and workmanship and fit for its or their intended purpose as set out in the
CONTRACT or if no purpose is specified, for its or their ordinary purpose,
and conform in all respects with the CONTRACT and specifications
supplied or advised by COMPANY to CONTRACTOR, if any.
8.2 CONTRACTOR further warrants that the GOODS are produced in
compliance with any applicable health statues, regulations and ordinances
and they are properly packaged and labelled in accordance with any
statues or regulations.
8.3 CONTRACTOR represents and warrants that the SERVICES shall be in
accordance with the CONTRACT and shall be performed with all due care
and diligence and in a safe, competent and workmanlike manner with due
regard to environmental issues, all consistent with the standards of good
international practice, and with the skill to be expected of a reputable first
class contractor experienced in providing the SERVICES.
8.4 Within twenty-four (24) months of the date of DELIVERY of the GOODS,
or within twelve (12) months of performance of the SERVICES or
installation and /or commissioning of GOODS, commencing on whichever
is the earlier date, CONTRACTOR shall promptly repair, replace or re-
supply any GOODS/SERVICES which are defective (including removal,
reinstallation, access, shipping and labour costs) at no cost to
COMPANY. The warranties contained herein shall apply to any remedial
work performed by CONTRACTOR from the date of completion of such
remedial work.
8.5 The rights and remedies in this Clause 8 are in addition to COMPANY’s
other rights and remedies in law, equity and/or under the CONTRACT.
9. INTELLECTUAL PROPERTY
9.1 COMPANY shall own all right, title and interest in and to all
INTELLECTUAL PROPERTY in any country in the world produced by
CONTRACTOR in performance of the WORK. CONTRACTOR shall
release, indemnify, defend and hold harmless COMPANY GROUP from
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all claims, losses, damages, costs (including legal costs), expenses and
liabilities arising from or incurred by any reason of any actual or alleged
infringement or breach of any INTELLECTUAL PROPERTY rights arising
out of or in connection with the sale of GOODS to COMPANY, possession
or use of the GOODS by COMPANY or provision of SERVICES to
COMPANY.
10. CONFIDENTIALITY
10.1 The CONTRACT and any information disclosed by or on behalf of
COMPANY to CONTRACTOR GROUP in connection with the
CONTRACT (the “CONFIDENTIAL INFORMATION”) shall be treated as
confidential by CONTRACTOR GROUP for a period of five (5) years
following completion of the provision of the GOODS/SERVICES or
termination or cancellation of the CONTRACT (whichever comes first),
shall only be used by CONTRACTOR GROUP for the provision of
GOODS/SERVICES and in particular CONTRACTOR shall not make use
of COMPANY’s name or publish any matter relating to the CONTRACT
without COMPANY’s prior written consent. CONTRACTOR may disclose
CONFIDENTIAL INFORMATION to the extent such disclosure is required
under applicable law. No representation or warranty, express or implied,
is or will be made and no responsibility or liability is or will be accepted by
COMPANY or by any member of COMPANY GROUP as to, or in relation
to, the accuracy or completeness of any information made available to the
CONTRACTOR GROUP.
10.2 CONTRACTOR shall impose obligations in terms equivalent to those in
Clause 10.1 on its own personnel and any other member of the
CONTRACTOR GROUP who receives CONFIDENTIAL INFORMATION.
CONTRACTOR shall obtain written assurances from any THIRD
PARTIES to whom CONFIDENTIAL INFORMATION has to be disclosed
in order to enable CONTRACTOR to carry out its obligations under the
CONTRACT that they shall adhere to and comply with the terms of
Clause 10.1 as if they were a party to the CONTRACT.
10.3 Upon termination of this CONTRACT for whatever reason CONTRACTOR
shall return or destroy, or shall procure the return or destruction by each
member of CONTRACTOR GROUP of, any data or documents containing
CONFIDENTIAL INFORMATION within 30 days of such termination.
11. INDEMNITIES
11.1 CONTRACTOR shall be responsible for and shall save, indemnify, defend
and hold harmless COMPANY GROUP from and against all claims,
losses, damages, costs (including legal costs) expenses and liabilities in
respect of:
a) subject to Clause 11.4, loss of or damage to property of
CONTRACTOR GROUP whether owned, hired, leased or otherwise
provided by CONTRACTOR GROUP arising from or relating to the
performance of the WORK; and
b) personal injury including death or disease to any person employed by
CONTRACTOR GROUP arising from or relating to the performance
of the WORK; and
c) subject to any other express provisions of the CONTRACT, personal
injury including death or disease or loss of or damage to the property
of any THIRD PARTY to the extent that any such injury, loss or
damage is caused by the negligence or breach of duty (whether
statutory or otherwise) of CONTRACTOR GROUP.
11.2 COMPANY shall be responsible for and shall save, indemnify, defend and
hold harmless CONTRACTOR GROUP from and against all claims,
losses, damages, costs (including legal costs) expenses and liabilities in
respect of:
a) loss of or damage to property of COMPANY GROUP arising from or
related to the performance of the WORK located at the worksite; and
b) personal injury including death or disease to any person employed by
COMPANY GROUP arising from or relating to the performance of the
WORK; and
c) subject to any other express provisions of the CONTRACT, personal
injury including death or disease or loss of or damage to the property
of any THIRD PARTY to the extent that any such injury, loss or
damage is caused by the negligence or breach of duty (whether
statutory or otherwise) of COMPANY GROUP.
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11.3 All exclusions and indemnities given under this Clause 11 and Clause 18,
save for those under Clause 11.1(c) and Clause 11.2(c), shall apply
irrespective of cause and notwithstanding the negligence or breach of
duty (whether statutory or otherwise) of the indemnified PARTY or any
other entity or person and shall apply irrespective of any claim in tort,
under contract or otherwise at law.
11.4 Notwithstanding any other provision of this CONTRACT, neither
COMPANY GROUP, nor CONTRACTOR GROUP shall be liable to each
other for any CONSEQUENTIAL LOSS arising out of the performance or
non-performance of this CONTRACT.  CONTRACTOR shall save,
defend, indemnify and hold harmless COMPANY GROUP from and
against CONTRACTOR GROUP’S CONSEQUENTIAL LOSS arising out
of the performance or non-performance of this CONTRACT and
COMPANY shall save, defend, indemnify and hold harmless
CONTRACTOR GROUP from and against COMPANY GROUP’S
CONSEQUENTIAL LOSS arising out of the performance or non-
performance of this CONTRACT.
11.5 The indemnities given pursuant to this CONTRACT shall be full and
primary and shall apply in respect of the full liability of the indemnified
PARTY.
11.6 If either PARTY becomes aware of any incident likely to give rise to a
claim under the indemnities set out in this CONTRACT, it shall notify the
other in writing and each PARTY shall co-operate fully in investigating the
incident.
12. INSURANCE
12.1 CONTRACTOR shall take out and maintain, without limitation, the
following insurance throughout the term of this CONTRACT:
a) Employer’s liability insurance as required by any APPLICABLE
LAW; and
b) Public Liability insurance to a minimum of U.S $5,000,000 (five
million United States Dollars) per occurrence but unlimited in all; and
c) Any other insurance required under APPLICABLE LAW from time to
time.
12.2 Upon execution of this CONTRACT, CONTRACTOR shall furnish
COMPANY with copies of certificates of insurance certifying that the
insurances detailed in Clause 12.1 are in full force and effect and shall
provide COMPANY with thirty (30) days written notice of any notice of
cancellation of or material change to such insurance cover.
12.3 The PARTIES shall procure that their insurers shall, to the extent of the
indemnities granted under this CONTRACT only, waive all rights of
subrogation.
12.4 CONTRACTOR shall ensure that COMPANY GROUP and its CO-
VENTURERS are named in all insurances detailed in Clause 12.1 as co-
insured (except for employer's liability insurance) or otherwise covered by
CONTRACTOR'S insurances.
12.5 The provisions of this Clause 12 shall in no way limit the liability of
CONTRACTOR under this CONTRACT.
13. TAXES AND DUTIES
13.1 Taxes
a) The CONTRACTOR shall be responsible for the payment of all Taxes,
now or hereafter levied or imposed by any AUTHORITY on the
CONTRACTOR GROUP, whether arising directly or indirectly out of the
performance of the SERVICES.
b) The CONTRACTOR acknowledges that the rates, prices and fees set out
in this CONTRACT include all taxes, all direct and indirect expenses to
discharge such taxes and any and all related penalties and fines for which
the CONTRACTOR is liable with the exception of VAT, sales taxes,
consumption taxes or any other taxes of a similar nature.
c) The CONTRACTOR shall be responsible for, and shall save, defend,
indemnify and hold harmless the COMPANY GROUP from and against,
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all claims arising out of a breach by the CONTRACTOR of this article
17.1.
13.2 Withholding
a) (The Company may withhold amounts in relation to taxes where required
by APPLICABLE LAWS. The COMPANY shall notify the CONTRACTOR
of any amounts withheld and shall provide the CONTRACTOR with a
withholding tax receipt issued by the relevant AUTHORITY within thirty
(30) Days of receipt.
b) In the event that the COMPANY withholds taxes in an amount greater
than the amount required by APPLICABLE LAWS, the COMPANY shall
promptly reimburse the CONTRACTOR for the excess amount. In the
event of late payment of relevant taxes to the relevant AUTHORITY, the
COMPANY shall be solely liable for the payment of penalties levied by
such AUTHORITY.
c) In the event that the COMPANY is required to pay taxes to any
AUTHORITY on behalf of CONTACTOR under MNR Directive No.6137,
dated 11th November 2018, the COMPANY shall be entitled to recover an
amount equal to such taxes from the CONTRACTOR, including by way of
deduction or set-off from any amount owed by the COMPANY to the
CONTRACTOR.
13.3 Local Tax Compliance
a) The CONTRACTOR shall within a reasonable and effective time period
obtain from the relevant AUTHORITY in Republic of Iraq a certificate or a
letter clearly stating the amount of corporate taxes (including profit tax and
turnover tax), customs duties and other fees paid by the CONTRACTOR
to such AUTHORITY in relation to this CONTRACT. The CONTRACTOR
shall provide a copy of such certificate or letter to the COMPANY promptly
upon receipt.
b) The CONTRACTOR shall, and shall procure that the CONTRACTOR
GROUP shall, effect timely filing and payment of taxes to the relevant
authorities in accordance with APPLICABLE LAWS.
c) The CONTRACTOR shall, on or before the EFFECTIVE DATE, provide a
copy of the CONTRACTOR’s tax clearance to the COMPANY. On or
before each anniversary of the EFFECTIVE DATE, the CONTRACTOR
shall provide an updated copy of the CONTRACTOR’s tax clearance to
the COMPANY, confirming that all relevant tax declarations have been
submitted to the relevant authorities, or evidence that the CONTRACTOR
is exempt from payment of relevant taxes. Provision of such updated
copies shall be a condition precedent to any further payment to the
CONTRACTOR under this CONTRACT following the relevant
anniversary.
13.4 Customs Duties
a) The COMPANY may be exempt from payment of certain taxes, or be
entitled to a refund of certain taxes, in accordance with the Production
Sharing Contract. The COMPANY shall use reasonable endeavours to
assist the CONTRACTOR in obtaining a corresponding exemption or
refund. The COMPANY shall not be responsible for any taxes where the
CONTRACTOR is unable to obtain such exemptions or refunds, save
where the failure is attributable to the COMPANY.
b) The CONTRACTOR shall, and procure that the CONTRACTOR GROUP
shall, comply with the provisions of the Production Sharing Contract
relating to the import, export, re-import and re-export of the
CONTRACTOR’s equipment and all other goods and materials provided
by the CONTRACTOR in the performance of the SERVICES.
c) The CONTRACTOR shall be responsible for, and shall save, defend,
indemnify and hold harmless the COMPANY GROUP from and against all
claims arising out of a breach by the CONTRACTOR of this article 13.4.
13.5 Customs Obligations
a) The CONTRACTOR shall notify the COMPANY of any CONTRACTOR’s
equipment, goods and materials which it intends to import into the
Republic of Iraq for use in the performance of the SERVICES (the
“IMPORTED GOODS”). The CONTRACTOR shall provide such notice as
soon as practicable following the EFFECTIVE DATE and in any event no
later than the date of departure from the port of origin to the Republic of
Iraq. The CONTRACTOR shall thereafter, and upon the COMPANY’s
request, provide written updates in respect of the location and use of the
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IMPORTED GOODS. The CONTRACTOR shall not be entitled to remove
any IMPORTED GOODS from any WORKSITE within the Republic of Iraq
without the advance written approval of the COMPANY
REPRESENTATIVE.
b) As soon as practicable following the earlier of the date of expiry of the
term and the date of termination of this CONTRACT, and in any event
within fifteen (15) Days, the CONTRACTOR shall deliver any IMPORTED
GOODS not consumed in the performance of the SERVICES to a location
nominated by the COMPANY within the Republic of Iraq. The COMPANY
shall inspect such IMPORTED GOODS for any discrepancy between the
IMPORTED GOODS included in the CONTRACTOR’s notice in
accordance with Article 17.5(a) and the IMPORTED GOODS delivered to
the nominated location in accordance with this Article 13.5(b). Where the
CONTRACTOR is not able to provide a reasonable justification for such
discrepancy, the COMPANY shall notify the relevant AUTHORITY.
c) As soon as practicable following the date of the inspection in accordance
with Article 13.5(c), and in any event within fifteen (15) Days, the
CONTRACTOR shall elect for all IMPORTED GOODS to be:
(i) fully exported or re-exported from the Republic of Iraq; or
(ii) transferred to another operator’s exemption,
and shall provide the COMPANY with written notification of such election.
The COMPANY shall submit an application to the relevant AUTHORITY,
based on the CONTRACTOR’s election, and shall notify the
CONTRACTOR of the AUTHORITY’s decision as soon as practicable
following receipt.
d) As soon as practicable following receipt of the COMPANY’s notification in
accordance with Article 13.5(c), and in any event within fifteen (15) Days,
the CONTRACTOR shall deal with the IMPORTED GOODS in
accordance with the AUTHORITY’s decision.
e) The CONTRACTOR shall be responsible for, and shall save, defend,
indemnify and hold harmless the COMPANY GROUP from and against all
claims arising out of a breach by the CONTRACTOR of this Article 13.4.
f) The CONTRACTOR shall provide COMPANY with documentary evidence
(in a form and substance satisfactory to COMPANY) to substantiate the
CONTRACTOR’s compliance with this Article 13.5 and any other
applicable Republic of Iraq requirements. Provision of such evidence
shall be a condition precedent to payment in respect of the
CONTRACTOR’s final invoice under this CONTRACT.
13.6 Other
If the COMPANY receives a notice requiring it to pay any levies, charges,
contributions or taxes of the types referred to in this Clause and/or any
interest or penalty thereon whether with respect to the CONTRACTOR,
any SUBCONTRACTOR, their respective AFFILIATES or any other
person employed by the CONTRACTOR or any SUBCONTRACTOR or
providing any services to the CONTRACTOR or any SUBCONTRACTOR
on or in connection with the CONTRACT, the COMPANY shall forthwith
notify the CONTRACTOR who shall work with the COMPANY to make all
reasonable endeavours to make any valid appeal against such payment.
In the event that the COMPANY is ultimately required to make such
payment, the COMPANY may recover from the CONTRACTOR any such
sums and all costs reasonably incurred in connection therewith and the
CONTRACTOR shall within fourteen (14) days of receiving written notice
from the COMPANY pay to the COMPANY any such sum or the
COMPANY shall be entitled to deduct such sums from any monies due, or
which may become due, to the CONTRACTOR
14. SUSPENSION, CANCELLATION & TERMINATION
14.1 COMPANY may by written notice suspend or cancel all or part of the
CONTRACT at any time for its convenience. If COMPANY suspends or
cancels the CONTRACT for its convenience, CONTRACTOR shall be
entitled to payment pro-rata for satisfactory performance of WORK
provided in accordance with the CONTRACT prior to the date of
suspension or cancellation, plus any reasonable and documented
expenses directly incurred by CONTRACTOR, provided that the total
amount payable shall not exceed the CONTRACT value.
14.2 If CONTRACTOR commits:
a) an irremediable material breach of this CONTRACT;
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b) a remediable material breach of an obligation under this
CONTRACT and fails to remedy the breach within 15 days starting
on the day after a notice from COMPANY identifying the breach; or
c) more than one breach of the obligations under this CONTRACT the
cumulative effect of such breaches being sufficient to make
COMPANY reasonably believe that CONTRACTOR would continue
to deliver a substandard performance in relation to the subject
matter of the CONTRACT,
The COMPANY may, in addition to its other rights or remedies,
terminate all or part of the CONTRACT by immediate written notice.
COMPANY may immediately take possession of any of the GOODS
to be provided under the CONTRACT.
14.3 If COMPANY exercises its rights to terminate the CONTRACT under
Clause 14.2, CONTRACTOR shall be responsible for and shall save,
defend, indemnify and hold harmless COMPANY against all costs
(including legal costs) or expenses incurred by COMPANY in obtaining
the GOODS elsewhere and/or arranging for a THIRD PARTY to complete
the SERVICES and COMPANY shall have the right to deduct such costs
from such amounts, if any, as are due to CONTRACTOR under the
CONTRACT or otherwise, or otherwise to recover such costs by way of a
debt.
14.4 The following Clauses shall survive the cancellation or termination of the
CONTRACT: 5, 9, 10, 11, 12, 13, 19, 20, 21, 22 and 23.
15. ASSIGNMENT
15.1 CONTRACTOR shall not be entitled to assign, transfer or sub-contract the
CONTRACT in whole or in part or any legal or equitable interest herein
without the prior written consent of COMPANY.
15.2 COMPANY shall be entitled to freely assign, transfer the CONTRACT in
whole or in part or any legal or equitable interest herein to any AFFILIATE
or CO-VENTURER subject to COMPANY giving CONTRACTOR written
notice of such assignment and CONTRACTOR hereby expressly
consents to such assignment.
15.3 COMPANY shall be entitled to freely assign, transfer the CONTRACT in
whole or in part or any legal or equitable interest herein to any other
THIRD PARTY, but only with the prior written consent of CONTRACTOR
(such consent not to be unreasonably delayed or withheld).
16 FORCE MAJEURE
16.1 Neither COMPANY nor CONTRACTOR shall be responsible for any
failure to fulfil any term or condition of the CONTRACT if and to the extent
that fulfilment has been delayed or temporarily prevented by an
occurrence, which has been notified in accordance with this Clause 16
and which is beyond the control and without the fault or negligence of the
PARTY affected and which, by the exercise of reasonable diligence, the
said PARTY is unable to prevent or provide against. Both PARTIES shall
use their reasonable endeavours to mitigate, avoid, circumvent, or
overcome the circumstances of force majeure. Each PARTY shall be
liable for and shall bear all of its own costs, expenses and losses incurred
because of an occurrence of force majeure. If a period of force majeure
lasts for a period of 30 (thirty) days or more, either PARTY may terminate
this CONTRACT on notice to the other PARTY.
17 HEALTH, SAFETY & ENVIRONMENT and SECURITY
17.1 CONTRACTOR shall comply with, and shall procure that all
CONTRACTOR GROUP personnel are aware of and comply with, all
APPLICABLE LAW affecting, health, safety & environment and security
matters (“HSE AND SECURITY”) in respect of the provision of the
GOODS/SERVICES. In addition to the foregoing, CONTRACTOR shall
comply with and shall procure that all CONTRACTOR GROUP personnel
are aware of and comply with COMPANY’s HSE AND SECURITY
policies; CONTRACTOR shall request a copy of such policy if it is not
provided with the CONTRACT.
17.2 CONTRACTOR shall establish, and procure that CONTRACTOR GROUP
shall abide by, all necessary health, fire and safety regulations of any
relevant or competent authorities and where appropriate of COMPANY.
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17.3 CONTRACTOR shall provide all protective clothing and equipment to its
personnel unless specified and provided for in the CONTRACT, which
shall be maintained in good condition and shall be used on all relevant
occasions as indicated by notices, instruction and good practice.
17.4 CONTRACTOR shall report immediately to COMPANY every incident that
results in or could have resulted in injury to personnel or damage to plant,
materials or equipment. CONTRACTOR shall, if required, allow
COMPANY or other investigations into any incident relating to this
CONTRACT.
17.5 If in the opinion of COMPANY the personnel of the CONTRACTOR are
not medically fit for the WORK, COMPANY reserves the right to refuse
permission for the CONTRACTOR to perform any part of the WORK.
COMPANY shall not accept any liability for any costs arising directly or
indirectly out of such circumstances.
17.6 For any part of the WORK being carried out in any COMPANY onshore
location, COMPANY reserves the right to require all CONTRACTOR’s
personnel seeking to enter the premises, to produce evidence of
identification. CONTRACTOR consents to the searching of their
personnel or of any article or vehicle which is in the possession of or use
of CONTRACTOR or being transported or retained by COMPANY on
behalf of the CONTRACTOR by an authorized representative of
COMPANY at any time the CONTRACTOR is in such location. Any
CONTRACTOR personnel unwilling to comply with such requirements will
not be permitted entry to the premises or worksite and COMPANY shall
not accept any liability for any costs arising directly or indirectly out of
such circumstances.
18 GENERAL
18.1 COMPANY’s right to require strict performance of the terms of the
CONTRACT will not be affected or waived by any failure to enforce any of
the terms or by COMPANY’s acceptance of performance under the
CONTRACT.
18.2 The CONTRACT does not create any partnership between COMPANY
and CONTRACTOR.
18.3 Any notice required to be given hereunder shall be deemed to have been
properly given by a PARTY if sent by prepaid mail or fax to the other
PARTY at that other PARTY’s address in this CONTRACT. Notice shall
be deemed to have been received and effective: i) if sent by mail or
recorded delivery – at the time of receipt by the addressee of such
delivery or two (2) business days after the date of mailing, whichever
occurs first; or ii) if sent by fax – at the time specified on the transmission
report or in the event such time is outside normal working hours at 0930
hours on the first business day after the day of transmission.
18.4 A person who is not a PARTY to this CONTRACT shall not have any
rights under the Contracts (Rights of Third Parties) Act 1999 (the "ACT")
to enforce any term of this CONTRACT, other than pursuant to Clause 10.
This does not affect any right or remedy of a THIRD PARTY which exists,
or is available, apart from that ACT. The rights of the PARTIES to
terminate, rescind or agree any variation, waiver or settlement under this
CONTRACT are not subject to the consent of any THIRD PARTY.
18.5 Notwithstanding the provision of Clause 18.4, COMPANY and its CO-
VENTURERS reserve their individual right to be able to file any claim for
breach under this CONTRACT, whether for an injunction, specific
performance and/or other equitable relief, either jointly or independently.
18.6 The CONTRACT may be executed in any number of counterparts and this
has the same effect as if the signatures on the counterparts were on a
single copy of the CONTRACT. All such counterparts taken together shall
constitute one and the same instrument.
19 GOVERNING LAW & JURISDICTION
19.1 The validity, performance, construction, interpretation and all aspects of
the CONTRACT shall be governed exclusively by English law excluding
any conflicts of laws provisions.
19.2 CONTRACTOR agrees to indemnify and hold COMPANY harmless from
any loss, cost or expense (including attorney’s fees) for any and all claims
for, or arising out of violations of this provision of the CONTRACT.
20 DISPUTE RESOLUTION
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In the event of a dispute arising under this CONTRACT the PARTIES
agree to resolve the issue by arbitration under the LCIA Rules. The
tribunal shall be made up of one arbitrator to be agreed between the
PARTIES or, failing agreement within thirty (30) days from the date the
issue arises, an arbitrator shall be appointed as prescribed by the LCIA
Rules. Except as otherwise agreed between the PARTIES, the arbitrator
shall be appointed pursuant to the following:
a. the place of arbitration shall be London;
b. the language of arbitration shall be English;
c. under no circumstances will an arbitrator appointed to hear a dispute
under this Clause award any of the PARTIES to the dispute any
indirect, punitive, consequential or other damages;
d. any PARTY to the arbitration may request the arbitrator to expedite
the proceedings by abridging any time limit contained in the LCIA
Rules. The arbitrator may thereafter make a decision as to the
abridgment of time only after consulting the other PARTY.
Any documents produced by either PARTY and/or any of their respective
counsel(s) will be prepared purely for the benefit of any proceedings
arising under this Clause 20 and shall not be disclosed to any other
PARTY save for the enforcement or challenge of the arbitrator’s decision
or award in a court of law having competent jurisdiction, and/or to comply
with a PARTY’S legal or regulatory duty or as otherwise agreed between
the PARTIES provided that the arbitrator’s award or decision and any
reason or grounds given therefore may be disclosed in order to establish
or protect the rights of any PARTY as against any THIRD PARTY.
21 BUSINESS ETHICS AND COMPLIANCE
21.1 Both the CONTRACTOR and the COMPANY shall uphold the highest
standards of business ethics in the performance of the CONTRACT.
Honesty, fairness and integrity shall be paramount principles in the
dealings between the PARTIES.
21.2 Neither PARTY shall knowingly involve itself in any business in
connection with, or use information arising from, the CONTRACT, in any
manner which conflicts with the interests of the other PARTY.
21.3 Both the CONTRACTOR and the COMPANY agree that they will not,
directly or indirectly, receive from, or give or offer to give to any member
of the COMPANY GROUP or CONTRACTOR GROUP, or to other
contractors or suppliers, or to government officials or any other persons
anything of material value which would be regarded as an improper
inducement to any person. Any breach of this obligation shall constitute a
material breach of the CONTRACT.
22 TRADE SANCTIONS AND EXPORT CONTROLS
22.1 In connection with the COMPANY’s business and/or the SERVICES to be
performed under this CONTRACT, the CONTRACTOR shall comply at all
times with all applicable foreign trade, economic sanctions, export control,
trade embargo and similar trade control laws, rules and regulations that
apply to the CONTRACTOR and/or the COMPANY and/or the
SERVICES, and the CONTRACTOR shall not import, export, re-export,
transfer, use, sell or otherwise deal, directly or indirectly, in or with any
goods, equipment, software or technical data without first obtaining any
and all consents, licenses, permits and/or authorizations and completing
such formalities and maintaining any and all consents as may be required
by any such laws, rules or regulations. The CONTRACTOR represents
and warrants that it has in place appropriate screening procedures to
ensure compliance with such laws, rules and regulations as may be
reasonably requested by the COMPANY and shall diligently apply such
procedures in connection with the COMPANY’s business and/or the
SERVICES.
22.2 The CONTRACTOR shall provide to the COMPANY upon request copies
or other evidence of any required consents, permits or authorizations and
such other information regarding export control classifications or
compliance with such laws, rules and regulations as may be reasonably
requested by the COMPANY. Notwithstanding anything to the contrary in
this CONTRACT, the COMPANY agrees that items leased or rented from
the CONTRACTOR will not be exported or removed from the Kurdistan
Region of Iraq without written approval from the CONTRACTOR unless in
accordance with the return and/or refurbishment provisions of this
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CONTRACT, or be sub-leased, transferred, diverted, or otherwise
disposed of in violation of any APPLICABLE LAWS and/or regulations.
23 ANTI-CORRUPTION
23.1 The CONTRACTOR warrants, agrees and undertakes that it shall comply
with all relevant laws and regulations applicable to the performance of the
WORK and applicable to the COMPANY and/or the CONTRACTOR.
Furthermore, the CONTRACTOR shall comply with the principles set out
in the Company’s Code of Conduct when carrying out the WORK under
this CONTRACT.
23.2 COMPANY prohibits the offering, promising, authorising, giving or
payment of “bribes” and “facilitation” or “grease” payments by the
CONTRACTOR in connection with the COMPANY’s business, this
CONTRACT and/or any WORK and the CONTRACTOR will comply with
this prohibition of bribes and facilitation payments. The CONTRACTOR
warrants, agrees and undertakes that in connection with the COMPANY’s
business, this CONTRACT and/or the WORK, it will comply with all
applicable laws relating to anti-bribery, anti-corruption, anti-money
laundering, trade sanctions and anti-terrorism.
23.3 The CONTRACTOR warrants, agrees and undertakes that in connection
with the COMPANY’s business, this CONTRACT and/or any WORK that
the CONTRACTOR has not made, given, offered, promised or authorized
and will not make, give, offer, promise or authorize any improper or illegal
payment, gift, advantage or other thing of value, whether directly or
indirectly, to any third party, including, without limitation, any Public
Official; and the CONTRACTOR warrants, agrees and undertakes that in
connection with the COMPANY’s business, this CONTRACT and/or the
WORK it will not make, give, offer, promise or authorize any improper or
illegal payment, gift, advantage or other thing of value, whether directly or
indirectly, to any third party, including, without limitation, any public
official, for purposes of improperly influencing actions or decisions of any
third party, securing any improper advantage, to obtain or retain business
or for any other purpose. The CONTRACTOR represents and warrants
that except as otherwise disclosed in writing to the COMPANY, no Public
Official is or will become associated with the CONTRACTOR, or will own
or presently owns any interest in the CONTRACTOR or has a right to or
an interest in the fees or compensation to be paid to the CONTRACTOR
hereunder.
23.4 For the purposes of this CONTRACT, “Public Official” means anyone
employed by or acting on behalf of, whether on a full or part time basis, a
national, regional or local government; government owned or controlled
company or other entity; employees or agents of public international
organizations (such as the United Nations, European Union, World Bank
and other international development organizations); political parties,
political party officials and candidates for public office; and anyone else
acting in an official capacity for or on behalf of a government agency or
entity, including persons holding a legislative, administrative or judicial
post and members of the military and police.
23.5 The CONTRACTOR warrants, agrees and undertakes that in connection
with this CONTRACT, the COMPANY’s business and/or any of the WORK
provided by the CONTRACTOR GROUP under this CONTRACT that the
CONTRACTOR GROUP will implement and apply effective internal
financial and accounting controls and procedures, and the
CONTRACTOR GROUP will keep and maintain complete, fair and
accurate books, records and accounts which accurately and fairly reflect
any transactions undertaken, payments made, assets disposed of or
expenses incurred thereunder.
23.6 The CONTRACTOR agrees that upon giving at least five business days’
notice in writing, the COMPANY may review, inspect and audit the books,
records, accounts and files of the Contractor Group relating to this
CONTRACT and/or the WORK performed hereunder for purposes of
confirming compliance with this Clause 23 and the COMPANY may make
copies of any such books, records, accounts and files and be allowed to
interview relevant personnel for such purposes.
23.7 Notwithstanding any other provision of this CONTRACT, upon written
notice to the CONTRACTOR, the COMPANY may terminate this
CONTRACT with immediate effect if the COMPANY reasonably believes
that the CONTRACTOR has breached any of the representations,
warranties, agreements or undertakings of the CONTRACTOR set out in
this Clause 23 or Clause 22. The CONTRACTOR agrees to cooperate
with any regulatory investigations in relation to the COMPANY, including,
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where required or requested by the relevant regulator, the provision by
the CONTRACTOR of all relevant documents, books, records and
accounts and making available by the CONTRACTOR of its personnel for
interviews by the COMPANY or its legal counsel.
23.8 The CONTRACTOR represents, agrees and undertakes that it has
reasonable and appropriate compliance policies and due diligence
procedures to ensure that any of its employees or agents or other third
parties engaged by the CONTRACTOR in connection with this
CONTRACTOR and/or the WORK (including without limitation its
SUBCONTRACTORS) are suitably qualified to perform the tasks for
which they have been engaged and are of good reputation and that they
have and will carry out world-class anti-corruption compliance policies and
procedures in connection with the WORK hereunder. In addition, any and
the CONTRACTOR will procure that all such employees, agents and
other third parties (including without limitation its SUBCONTRACTORS)
must agree and undertake to comply with all applicable laws relating to
anti-corruption and anti-money laundering and to trade sanctions, export
controls, trade sanctions and anti-terrorism.
24 CRIMINAL FINANCE ACT
24.1 CONTRACTOR agrees that neither it nor any persons who, or entities
which, are performing services for or on its behalf (“Associated Persons”)
shall, in the performance of this CONTRACT knowingly or dishonestly
take steps or engage in conduct to assist, facilitate, aid or abet, or counsel
another person to dishonestly or criminally evade tax, or otherwise act in
a manner that could in any way be considered as such. Further,
CONTRACTOR will ensure that it has in place reasonable procedures to
prevent the breach of this clause by it and its Associated Persons.
CONTRACTOR shall immediately notify COMPANY as soon as it
becomes aware of any allegation, investigation, evidence or report
relating to a breach or possible breach of any requirements in this clause.”
25 COMPLIANCE WITH ANTI-SLAVERY AND HUMAN TRAFFICKING
LAWS
25.1 In performing its obligations under the agreement, CONTRACTOR shall:
(a) comply with all applicable anti-slavery and human trafficking
laws, statutes, regulations and codes from time to time in
force including but not limited to the Modern Slavery Act
2015; and
(b) not engage in any activity, practice or conduct that would
constitute an offence under sections 1, 2 or 4, of the Modern
Slavery Act 2015 if such activity, practice or conduct were
carried out in the UK;
(c) include in contracts with its direct subcontractors and
CONTRACTOR’s provisions which are at least as onerous as
those set out in this clause 25.
(d) notify COMPANY as soon as it becomes aware of any actual
or suspected slavery or human trafficking in a supply chain
which has a connection with this Agreement.
25.2 CONTRACTOR represents and warrants that at the date of this
CONTRACT it not has been convicted of any offence involving slavery
and human trafficking; nor has it been the subject of any investigation,
inquiry or enforcement proceedings regarding any offence or alleged
offence of or in connection with slavery and human trafficking.
25.3 COMPANY may terminate the agreement with immediate effect by giving
written notice to CONTRACTOR if CONTRACTOR commits a breach of
this clause 25
26 SPECIAL TERMS
CONTRACTOR and COMPANY agree that any special conditions set out
in the CONTRACT will take precedence over these GENERAL TERMS
AND CONDITIONS.
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APPENDIX 1

SCOPE OF WORK.

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Table of Contents
1. INTRODUCTION:....................................................................................................................................
2. LOCATION OF THE PROJECT...................................................................................................................
3. LOCATION.............................................................................................................................................
4. RESPONSIBILITIES OF BOTH COMPANY AND CONTRACTOR..................................................................
5. TREATMENT PROCESS...........................................................................................................................
5.1 ENCAPSULATION TREATMENT ONSITE..................................................................................................
6. CONSTRUCTION OF TREATED CUTTINGS BURIAL PIT.............................................................................
7. THERMAL TREATMENT PROCESS İN LAFARGE CEMENT FACTORY........................................................
8. SCHEDULE OF RATES............................................................................................................................
9. GENERAL NOTES..................................................................................................................................
10. EQUIPMENT........................................................................................................................................
11. CONTRACTOR PERSONNEL..................................................................................................................
12. SOIL TESTING PARAMETETRS..............................................................................................................
13. ANALYSIS REPORT...............................................................................................................................
13.1 FLARE PİT........................................................................................................................................
13.2 Cuttings pit-1...................................................................................................................................
13.3 Cuttings pit-2...................................................................................................................................

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1. INTRODUCTION:
This Request for Quote (“RFQ”) covers the Scope of Work required for the treatment and disposal of
the drilling cuttings produced by the Qara Dagh field at QD-2 pad (“QD-2”) well drilling campaign.

2. LOCATION OF THE PROJECT

As illustrated in Map 1 below, the WORKS are located at COMPANY’s Qara Dagh field 3.5 kilometres
north west of Jafaran Village which is 45 kilometres south west of Slemani City in the Kurdistan
region of Iraq.

Map 1: Qara Dagh Concession Block

CONTRACTOR shall provide COMPANY with two (2) options for the treatment of the drilling cuttings
as detailed below. COMPANY anticipates that the WORKS will commence October 2022. The
estimated volume of cuttings to be treated and disposed of is eight thousand cubic meters (8,000m 3)
however, Bidders are required to verify the quantity at their own risk and expense based upon this
information provided by COMPANY.

Note: Bidders shall carry out their own topographical and quantity surveys to determine the
accurate quantities of the WORK.

CONTRACTOR is aware that this is fixed price contract and CONTRACTOR shall provide an accurate
estimate of the quantity and costs of the project, including the schedule and the scope of the entire
project.

The two (2) options for which CONTRACTOR will submit bids are as follows:

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a. Treatment of cutting with encapsulation process and disposal/burrial of the treated cuttings
onsite (COMPANY to select site);
b. Thermal treatment process by Lafarge Cement Factory.

3. LOCATION
The drilling cuttings are stored in lined pits on QD-2 well pad. The encapsulation treatment process
will be performed on the same well pad where the cuttings are stored.

Figure 1-1:treated Cuttings burial pit location

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Figure 2-2: Existing pits

4. RESPONSIBILITIES OF BOTH COMPANY AND CONTRACTOR

COMPANY shall:
 supply the CONTRACTOR with relevant data required for performance of WORK;
 keep the CONTRACTOR apprised of timing requirements for performing of WORK;
 advise CONTRACTOR of expected WORK duration and CONTRACTOR shall provide a detailed
schedule of works and a daily progress report, which will be submited by COMPANY to
Ministry of Natural Resources (“MNR”) on a daily basis;
 have a right to inspect CONTRACTOR’s treatment process on COMPANY WORKSITE.

CONTRACTOR shall:
 confirm the ability to provide the necessary CONTRACTOR equipment, materials, competent
CONTRACTOR personnel, and Personal Protective Equipment (“PPE”) to perform the WORK
required under the CONTRACT;
 ensure all of CONTRACTOR’s equipment and machinery is operational and able to pass
COMPANY’s inspection. CONTRACTOR acknowledges that all CONTRACTOR equipment and
machinery must be approved by COMPANY prior to entering COMPANY WORKSITE;
 CONTRACTOR will submit CV’s of all CONTRACTOR’s supervisory personnel for approval by
COMPANY Representative prior to commencement of WORK;
 ensure full compliance with COMPANY HSE minimum requirements included in CONTRACT
HSE section.
 CONTRACTOR is responsible to accommodate resulted soil from excavation of burial pit in
suitable area. All costs related to obtaining these land approvals, and/or replacing

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CONTRACTOR Personnel who fail to obtain these approvals, will be at the sole cost of the
CONTRACTOR. For the avoidance of doubt, COMPANY will not provide CONTRACTOR with
any reimbursement for these costs. COMPANY.

5. TREATMENT PROCESS
5.1 ENCAPSULATION TREATMENT ONSITE
The drilling waste treatment and well site remediation shall be performed by the CONTRACTOR
upon receipt of the CONTRACT issued by the COMPANY. CONTRACTOR shall provide all required
technology, CONTRACTOR equipment, materials, consumables, CONTRACTOR Personnel,
management and supervision to perform treatment of drilling waste in strict compliance with the
best practices for encapsulation, pit restoration and other similar services, which will consist of the
following WORK:

a. CONTRACTOR shall attend an initial visit to COMPANY WORKSITE;

b. CONTRACTOR will provide a timeline for CONTRACTOR’s completion of the entire treatment
and disposal of the cuttings;
c. Mobilization and Demobilization of CONTRACTOR equipment, materials, and CONTRACTOR
Personnel to and from the WORKSITE, which shall be at the sole cost and responsibility of
the CONTRACTOR;
d. CONTRACTOR shall be responsible for the mixing of the contaminated soil and drill cuttings
with Quick lime (CaO),with a the ratio of 1-5 to 1-10 (cubic meter of Quicklime / cuttings
soil);
e. Compliance sample testing, for each pit two (2) samples will be taken by CONTRACTOR for
analysis;
f. CONTRACTOR shall manage of removal and disposal of the liner of pit;
g. CONTRACTOR will incinerate all combustible residual;
h. CONTRACTOR will load, transport and backfilling of treated soil with compaction onsite,
constructing new pit as per attached Figure 1: Design of On-site Disposal pit, specification by
using geo-synthetic clay liner;
i. Fill shall be placed in layers not exceeding 300mm thickness with each layer being scarified
and thoroughly compacted by four (4) passes of a vibratory steel drum roller with a static
drum weight of at least seven (7) tonnes;
j. CONTRACTOR will provide COMPANY Representative with a daily report of WORK performed
by CONTRACTOR and inidcating the amount of cuttings treated each day. The daily report
shall be issued via email to COMPANY Representative end of each working day.
k. upon completion of treatment, loading and transportation treated cuttings to disposal pit
CONTRACTOR shall surround the pits by perimeter fencing included but not limited to:
 provision of labour, materials and CONTRACTOR equipment in sufficient quantities to
install a perimeter fence, with two (2) pedestrian gates, including all miscellaneous
hardware and fasteners required to complete the project. This project shall include but
is not limited to:
a. 1.50 meter posts for fence and gates (50 cm in foundation and 100 cm above
ground)
b. tensioning wire and barbed wire;

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c. all hardware, cables, fasteners and accessories required to complete the project.
d. where hard rock or boulders are encountered while excavating for fence post
installation, CONTRACTOR is responsbile for enenly spreading such material;
e. CONTRACTOR shall submit samples for all materials to COMPANY
Representative approval prior to commencing the WORK.

6. CONSTRUCTION OF TREATED CUTTINGS BURIAL PIT

EXCAVATION AND BACKFILLING
CONTRACTOR shall be responsible for the following activities during excavation and backfilling:

a. excavation shall be performed to the bottom level of the pit. The subgrade is then to be
sprayed with water and compacted as per the relevant specifications and approved
drawings Figure 3.
b. dimensions of the burial pit will be determined as per volume quantity of the treated
cuttings materials;
c. the preparation of a robust design for burial pit and seek COMPANY Representative’s
approval of such design prior to commencement of the WORKS;
d. the sides of the pits shall be sloped in accordance with the COMPANY drawing.
e. Top and bottom of the pit shall be constructed as per IFR drawings (see Figure 3: Cutting
Burial Pit, below) and in accordance with project specification.
f. CONTRACTOR is responsible to accommodate resulted soil from excavation of burial pit in
suitable area. All costs related to obtaining these land approvals, and/or replacing
CONTRACTOR Personnel who fail to obtain these approvals, will be at the sole cost of
CONTRACTOR.

SUBGRADE PREPARATION
CONTRACTOR shall be responsible for:

a. Subgrade level must be obtained prior to installation of the Geo-Synthetic Clay Liner
(“GCL”). The finished surface shall be firm and unyielding, without abrupt elevation
changes, voids, cracks, ice or standing water.
b. The subgrade surface must be free of vegetation, sharp-edged rocks, stones, sticks,
construction debris and other foreign material that could contact the GCL.
c. The subgrade shall be smoothed manually to remove any wheel ruts, footprints or other
abrupt grade changes.

GCL INSTALLATION
CONTRACTOR shall be responsible for:

a. GCL rolls shall be taken to the working area of the WORKSITE in their original packaging (as
per Figure 3: Cuttings Burial Pit, below). Immediately prior to the deployment of the GCL
rolls, the packaging shall be carefully removed without damaging the GCL. The orientation
of the GCL (i.e., which side faces up) may be important if the GCL has two (2) different
geotextiles. However, unless otherwise specified, the GCL shall be installed such that the
product name and overlap green line printed on one side of the GCL faces up. CONTRACTOR
equipment which could damage the GCL, CONTRACTOR equipment shall not be allowed to
travel directly on it. Acceptable installation, therefore, may be accomplished such that the
GCL is unrolled in front of the backward moving equipment. If the installation equipment

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causes rutting of the subgrade, the subgrade must be restored to its originally accepted
condition before placement continues.
b. To avoid any deforming on the sand layer surface, in such instances laying down of GCL liner
shall be done manually.
c. The GCL sheets shall be placed in each pit to permit termination at the perimeter of each
side slope with adequate provision for the anchor and for stretching under load as per
provided detail drawing.

SEAMING
CONTRACTOR shall be responsible for:

a. GCL seams are constructed by overlapping their adjacent edges. Measures should be taken
to ensure that the overlap zone is not contaminated with loose soil or other debris. Unless
otherwise specified, the minimum dimension of the longitudinal overlap should be 150mm.
End-of-roll overlapped seams shall be similarly constructed, but the minimum overlap
should measure 300mm. Seams at the ends of the panels shall be constructed such that they
are shingled in the direction of the grade to prevent the potential for runoff flow to enter
the overlap zone. Bentonite-enhanced seams are constructed first by overlapping the
adjacent panels as instructed previously, then exposing the underlying edge, and then
applying a continuous bead or fillet of granular sodium bentonite (supplied with the GCL)
along a zone defined by the edge of the underlying panel and the 150mm line (Figure 2, Geo-
Synthetic Clay Liner, below). The minimum application rate at which the bentonite is applied
is 0.4 kg/m.

Geo-Synthetic Clay Liner (GCL) with Bentonite (Figure 2)

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Figure 3: Cuttings burial pit.

7. THERMAL TREATMENT PROCESS İN LAFARGE CEMENT FACTORY
The drilling waste treatment and well site remediation services shall be performed by CONTRACTOR
upon receipt of the CONTRACT and shall include provision of thermal treatment of cuttings using
third-party facilities (“Lafarge Cement Factory”) to treat 8,000 M 3 in QD-2.

CONTRACTOR shall confirm the following requirements for providing a thermal treatment process:

a. CONTRACTOR shall be responsible for the loading and transport of COMPANY’s drill cuttings
from COMPANY’s pits at QD-2 well site to Lafarge Cement Factory, located at Bazian;
b. CONTRACTOR acknowlegdes that treatment of COMPANY’s cuttings will be undertaken at
Lafarge Cement Facility, located at Bazian;
c. CONTRACTOR will provide a Waste Transfer Note (“WTN”) stamped by Lafarge Cement
Factory for each treated truckload;
d. CONTRACTOR will provide final report of cuttings disposal to COMPANY Representative by
email no later than twenty four (24) hours following completion of final sample analsis.

8. GENERAL NOTES
a. COMPANY will not supply diesel for CONTRACTOR equipment.
b. CONTRACTOR shall provide all catering and accommodation facilities for CONTRACTOR’s
personnel.

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c. COMPANY reserves the right to request that the WORK be performed by another contractor
if CONTRACTOR cannot perform the WORK or provide the necessary or required technology
required to perform such WORK.
d. CONTRACTOR shall ensure that any sub-contractors comply with all APPLICABLE LAWS and
COMPANY standards.
e. CONTRACTOR shall ensure that no CONTRACTOR Personnel proceed to the WORKSITE until
they have received basic safety training which, as a minimum, shall consist of an induction
briefing explaining the nature of the WORK, the general hazards which may be encountered
while providing the WORK and the particular hazards attached to their own function.
f. CONTRACTOR shall be in charge of HSE compliance and permit to work system.
g. CONTRACTOR is soley responsible for all fees associated with the mobilization and
demobilization of CONTRACTOR equipment and CONTRACTOR Personnel.
h. CONTRACTOR must make all reasonable efforts to avoid damage to any property.
CONTRACTOR shall immediately repair any damage caused by CONTRACTOR to COMPANY or
third-party property associated with the WORKS.
i. CONTRACTOR shall take extreme care of underground flow lines, high voltage cables and
fibre optic cables in the worksite.
j. CONTRACTOR shall provide sufficient supervision to ensure the quality of workmanship,
employee safety, and compliance with all APPLICABLE LAWS, regulations, policies, and
standards.
k. CONTRACTOR shall, prior to the commencement of the WORK, inform CONTRACTOR
Personnel of COMPANY’s HSE standards, laws, regulations, instructions, procedures and
leadership/behavioural expectations related to the WORK. Such information shall be
communicated in such a manner that all members of CONTRACTOR Personnel easily
understand it.
l. CONTRACTOR shall, at its own expense, supply CONTRACTOR Personnel with adequate
protective clothing and other protective equipment which shall be maintained in good
condition by CONTRACTOR and shall be worn on all relevant occasions as indicated by
notices, instructions, and good practice.
m. Safety helmets, safety footwear, eye protection, hearing protection, clothing and gloves shall
be worn by the designated categories of employee as described in CONTRACTOR’s safety
manual. Local customs, cultural and religious requirements should be respected.
n. CONTRACTOR shall ensure that good housekeeping is maintained continuously with due
regard being paid to tidiness and the disposal of waste materials. Sufficient waste skips shall
be provided at the WORKSITE. Disposal of waste materials shall be in accordance with
APPLICABLE LAWS.
o. CONTRACTOR shall arrange and supply transportation for CONTRACTOR Personnel,
equipment and materials to WORKSITE in a safe manner, at the sole cost of CONTRACTOR.

9. EQUIPMENT.
a. CONTRACTOR’s equipment shall meet the minimum standards set out herein. CONTRACTOR
equipment shall be subject to audit by COMPANY which has the right to reject and require the
replacement of any item of the CONTRACTOR’s equipment it deems unfit, unsafe, or inadequate
for the WORK.

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b. CONTRACTOR shall ensure that all plant, tools and equipment are maintained in operable
condition and those users of the plant, tools and equipment are trained and experienced.
c. All CONTRACTOR equipment must be supported with the relevant certification and
documentation. Copies must be always available for COMPANY inspection.
d. CONTRACTOR shall be responsible to ensure spare parts are stored as per manufacturer’s
specifications to mitigate against environmental damage and reduction in quality.
e. CONTRACTOR shall ensure all CONTRACTOR equipment is in a good technical and safe
operational condition. All CONTRACTOR equipment will be inspected by COMPANY
Representative upon mobilization and throughout the performance of the WORK. COMPANY
reserves the right to instruct CONTRACTOR to change any or all of CONTRACTOR’s equipment as
may be necessary to meet operational requirements.
f. CONTRACTOR shall ensure all equipment is in good technical and safe operational condition.
CONTRACTOR equipment that is not suitable for use shall be removed from the WORKSITE.

10. CONTRACTOR PERSONNEL.

a. The CONTRACTOR Personnel provided by CONTRACTOR for the WORK shall be competent,
properly qualified, and skilled and experienced in accordance with good industry practice.
b. CONTRACTOR shall provide attendance sheets to COMPANY representative for approval on a
daily basis for actual personal and equipment used to perform the WORK. CONTRACTOR shall
further provide a summary sheet of personnel and equipment used to perform the WORK on a
weekly basis to COMPANY Representative for approval. These daily and weekly approved record
sheets will form the basis for payment to CONTRACTOR for CONTRACTOR Personnel and
CONTRACTOR equipment provided to perform the WORK where payment is to be based on daily
unit rates for the provision of such resources, if detailed as such on the individual Service Order.
No payment will be made for such WORK performed if the record sheets are not submitted on a
daily basis for COMPANY approval.
c. CONTRACTOR will provide sufficient supervision to ensure the quality of workmanship,
employee safety, and compliance with all APPLICABLE LAWS, policies, and standards.
d. All CONTRACTOR operators and drivers provided to operate COMPANY equipment must hold a
valid relevant operator / driver licence for the particular item of equipment. Such CONTRACTOR
Personnel shall also have a minimum of three (3) years of experience of operating the relevant
item of equipment.

11. SOIL TESTING PARAMETETRS

CONTRACTOR will provide a sample result of the treated cuttings indicating the composition in
accordance with the following parameters. CONTRACTOR acknowledges that all parameters must be
lesser than the International Standard limits prior to final disposal.

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Substance Parameter

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Aluminum
Antimony
Arsenic
Barium
Beryllium
Cadmium
Calcium
Chromium
Cobalt
Copper
Iron
Lead
Lithium
Manganese
Mercury
Molybdenum
Nickel
Phosphorus
Selenium
Silver
Sodium
Potassium
Strontium
Thallium
Tin
Vanadium
Zinc
Chloride
Nitrates
Nitrites
Total Petroleum Hydrocarbon

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pH (H2O)
Sum of 16 PAH
Dissolved solids dried at 105 °C
Alpha Radioactivity
Beta Radioactivity
Gamma Radioactivity

12. ANALYSIS REPORT

COMPANY provides the previous analysis of the untreated cuttings samples and the results
presented below:

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12.1 FLARE PİT

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12.2 Cuttings pit-1

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12.3 Cuttings pit-2

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~ End of Appendix 1 ~

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APPENDIX 2

COMPENSATION

 CONTRACT PRICE
1.1 Provided always that CONTRACTOR shall perform and observe its obligations under the
provisions of this CONTRACT, COMPANY shall pay or cause to be paid, in the manner set forth
in this document, the Contract Price detailed herein. The Contract Price shall be calculated in
accordance with the provisions of this Remuneration Section and, as applicable, in the amounts
and at the rates and prices contained hereto. The Contract Price shall be CONTRACTOR’s sole
entitlement to remuneration for compliance with its obligations under the CONTRACT, save
where the CONTRACT provides expressly for payment of additional costs. Additional costs shall
exclude such costs to the extent arising from CONTRACTOR’s fault.
1.2 CONTRACTOR shall be deemed to have included within Schedule of Rates for all activities and
costs necessary for the satisfactory completion of the WORK. Any failure of CONTRACTOR to
make adequate provision within the prices and rates applicable to any section shall not be a
reason for any additional reimbursement to be made to CONTRACTOR.
1.3 Notwithstanding any deficient description of and/or omission from the description of a WORK
item, the cost of all activities which may be ascribed to and / or inferred in such WORK item
shall be deemed to be included with that item, and no claim will be accepted on the grounds of
deficient description and/or that further operations other than those described may be
necessary to complete the WORK item described, shown or inferred in the CONTRACT.
1.4 The Prices and Rates contained in this Remuneration section shall remain firm and fixed for the
duration of the CONTRACT.

 PRICES GENERALLY
2.1 The Schedule of Rates (including any lump sums), identified in in this section represent the sole
payment, to which CONTRACTOR is entitled in respect of the WORK. All prices are fully inclusive
of all costs relating to the part of the WORK to which the prices are allocated. The prices shall
be inclusive of all items identified in the relevant preambles described below, as appropriate.
2.2 If CONTRACTOR shall have left unpriced any items, CONTRACTOR shall be deemed to have
considered that the priced items are sufficient to enable the performance of the WORK, with
services and obligations in the aforesaid items remaining unpriced.
2.3 Except where stated otherwise, all prices detailed herein shall be in US Dollars.
2.4 Unless otherwise stated herein, “Day” or “day” or “DAY” shall mean a period of twenty-four
(24) hours beginning at 00.00 hours on any day and ending at 23.59 hours on the same day.
2.5 Remuneration detailed herein shall be deemed to be all inclusive, and shall be deemed to allow
for all costs incurred by CONTRACTOR in complying with all the terms and conditions of the
CONTRACT, and shall represent the total remuneration due to CONTRACTOR in full
consideration of the satisfactory performance of the WORK.
2.6 No reimbursement shall be made for any WORK which is not performed in accordance with the
CONTRACT.
2.7 All subcontracted services required to perform the WORK are deemed to be included in the
pricing tables (noted as Subcontracted services).

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2.8 All rates and prices that may be applicable in the performance of the WORK may be used for
both fixed and defined SERVICE as captured.

 INVOICES AND PAYMENT

3.1 CONTRACTOR shall submit its invoice within the first ten (10) days of the month for all WORK
performed in the preceding calendar month calculated at the unit rates stated in Clause 4
below. The quantity of WORK performed for the various tasks will be as detailed on the Waste
Transfer Notes provided for each truckload of waste delivered to CONTRACTOR’s facility as
signed by both COMPANY and CONTRACTOR. COMPANY will make payment to CONTRACTOR in
accordance with Clause 6 of Genel Energy’s Goods and Services Terms and Conditions included
as part of this Service Order.
3.2 Only invoices which are properly prepared, supported and submitted to COMPANY in the
English language at the location specified herein shall be processed for payment. Copies of
invoices are not required unless specifically requested by COMPANY.
3.3 The invoice shall be submitted in a single currency and must be in the same currency in which
the CONTRACT is issued.
3.4 The date of receipt of invoice by COMPANY’s Finance Department shall be used as the basis for
calculating the due date for payment.
3.5 The billing address on the invoice shall be:

Genel Energy Sarta Limited

36 Broadway, London, SW1H 0BH, UK

Invoices shall be sent to COMPANY via e-mail to the following address:

invoice.kri@genelenergy.com

3.6. CONTRACTOR shall attach to all its invoices proper supporting documentation (as applicable) to
include, but not be limited to approved original Waste Transfer Notes, laboratory test reports,
etc., which support the value of each item on the invoice.
3.7 Each of CONTRACTOR’s invoices shall clearly state the following:

a) The billing address as mentioned in clause 3.5 above;

b) COMPANY, CONTRACT title and CONTRACT number;
c) Field / Block name as applicable;
d) The description of the WORK performed;
e) The Invoice date;
f) The name of COMPANY Representative as specified in the CONTRACT;
g) The invoice currencies and amount of payment due;
h) The bank details of CONTRACTOR.

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4. SCHEDULE OF RATES

COMPANY will reimburse CONTRACTOR for work performed and accepted by COMPANY in
accordance with the following:

Option Work Descriptions Unit

Amount
Unit Quantity Price
(USD)
(USD)

Providing labours, materials, and equipment to

Treatment the cuttings and onsite disposal-
1 Lump Sum 1.00
(Specified in SoW Line Items # 5.0 and 6.0)

Providing labours, materials, and equipment to

load, transport cuttings to Bazian Cement Plant
2 Lump Sum 1.00
(Lafarge) for thermal treatment in a cement
kiln. (Specified in SoW Line Item # 7)

Onsite Completion Schedule ---------------- Days

Thermal Treatment process in Lafarge Cement ---------------- Days

Factory Completion Schedule

 Note 1: Bidders are required to verify the quantity of the cuttings at their own risk and
expense based upon this information provided by COMPANY.
 Note 2: Bidders shall carry out their own topographical and quantity surveys to determine
the accurate quantities of the WORK.
 Note 3: This is fixed price contract and CONTRACTOR shall provide an accurate estimate of
the quantity and costs of the project, including the schedule and the scope of the entire
project.
 Note 4: The dimensions of the burial pit will be based on the volume of the treated cuttings
materials.

~ End of Appendix 2 – Remuneration ~

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APPENDIX 3

Appendix 3 – Health, Safety and Environment

1. HSE Commitment

CONTRACTOR shall demonstrate commitment to conduct its operations in a manner that:

 Protects the health and safety of the COMPANY, the CONTRACTOR, SUBCONTRACTOR
personnel and the general public;
 Minimizes adverse environmental impacts.
 Protects equipment and assets of the COMPANY, the CONTRACTOR and SUBCONTRACTOR;

CONTRACTOR’s Personnel shall demonstrate a visible commitment to HSE by their day-to-day

actions.

2. Compliance

In performing the WORK, the CONTRACTOR, shall at all times strictly comply with, and shall ensure
that all other members of the CONTRACTOR personnel, SUBCONTRACTORS and their personnel will
strictly comply with:

 All applicable international industry standards, guidelines and codes of practices.

 All applicable country, regional and local legislation, regulations and instructions in regards to
Health, Safety and Environmental (HSE) protection.

The CONTRACTOR shall have arrangements to manage compliance with additional health, safety and
environmental obligations imposed by this CONTRACT.

The CONTRACTOR shall, prior to the commencement of the WORK, inform the CONTRACTOR
personnel of the HSE standards, legislation, regulations, procedures, instructions and
leadership/behavioural expectations related to the WORK. Such information shall be communicated
in such a manner that all members of the CONTRACTOR personnel easily understand it.

When the CONTRACTOR and/or SUBCONTRACTOR personnel are assigned to perform any WORK at
the COMPANY premises or at the premises of any its Affiliate or at the third party site, then such
personnel must comply with all of the applicable HSE standards, regulations, rules and/or policy, as
well as all reasonable security measures of that location. Permission for the CONTRACTOR and
SUBCONTRACTOR personnel to work on site can only be given on their agreement to comply with
such rules and/or policies.

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3. Health, Safety and Environment Policy

The CONTRACTOR shall implement an HSE policy which is compatible with the COMPANY’s “Health,
Safety and Environment Policy”, given below, as amended from time to time, and shall where
relevant ensure that all SUBCONTRACTOR’s HSE policies are also compatible with the above
mentioned policies.

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4. Life-Saving Rules

The CONTRACTOR shall follow the COMPANY’s Life-Saving Rules detailed below:

5. HSE Management System

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The CONTRACTOR shall have a formal HSE Management System that follows the follows the Plan–
Do–Check–Act (PDCA) approach and principles outlined in the following industry documents:

 OHSAS 18001:2007 - Occupational health and safety management system

 ISO 14001:2015 - Environment management system
 HSG65:2013 Health and Safety Executive - Managing for health and safety
 ISO 31000: 2009 - Risk management – principles and guidelines
 Energy Institute, 1st Edition, 2010 - High level framework for process safety management
 OGP Report 415 - Asset integrity – the key to managing major incident risks
 OGP Report 510: June 2014 - Operating management system framework

Genel HSE Management System model is given below:

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The CONTRACTOR HSE Management System shall, as a minimum, require that the CONTRACTOR:

 Has an HSE policy and associated standards, processes, procedures, guidelines, work practices
organizational structure, job responsibilities and resources in place;
 Documented and accessible on site and effectively implemented;
 Manages its activities in alignment with HSE Management System;
 Complies with the relevant HSE legislation and standards whether international, national,
regional, local or otherwise;
 Identifies hazards and risks associated with WORK activities and communicate controls
(prevention and mitigation) to the workforce prior to the commencement of WORK;
 Ensures the CONTRACTOR personnel have the required training and competency for
performing the WORK;
 Conducts operations without causing harm to people or damage to the environment;
 Sets targets for the continuous improvement of HSE performance and culture;
 Measures, records, appraises and reports HSE performance;
 Ensures emergency response plans based on potential emergency scenarios are in place;
 Conducts regular HSE reviews, inspections and audits to provide assurance;
 Ensures medical fitness for all the CONTRACTOR personnel engaged in the Work;
 Implements a substance abuse Policy for the CONTRACTOR personnel.

CONTRACTOR’s HSE Management System shall be subject to verification by the COMPANY prior to
mobilization for the WORK and until the completion of the WORK. This can be in the form of an HSE
audit of the facilities and processes and be supported by HSE readiness and assurance plans.

6. HSE Management System Interface Document

The CONTRACTOR shall participate in a documented interface process to demonstrate that the
interfaces between the CONTRACTOR’s and COMPANY’s HSE Management Systems are identified
and all roles and responsibilities are clarified between the parties. The agreed outcome of the
interface process shall be documented jointly by the COMPANY and the CONTRACTOR in a HSE
Management System Interface Document.

CONTRACTOR shall describe the points of interface between its organization and that of COMPANY
that CONTRACTOR expects during the period of the WORK/SERVICES. CONTRACTOR shall also detail
the points at which CONTRACTOR expects COMPANY approvals and involvement.

7. Emergency Response and Crisis Management

The CONTRACTOR shall establish and maintain a twenty–four (24) hours a day, seven (7) days a week
emergency response and incident management system to provide response to all credible
emergency scenarios at the WORKSITE/AREA OF OPERATION.

The CONTRACTOR shall provide and maintain a reliable communication system for responding to an
emergency event. All the steps shall be recorded and documented in CONTRACTOR Emergency
Response Plan (ERP) interfaced to COMPANY ERP. CONTRACTOR will submit their ERP, MERP
(Medical Emergency Response Plan) and Crisis Management Plans (CMP) to the COMPANY HSE
department for review and approval prior to commencement of Work.

CONTRACTOR shall maintain the fire-fighting, life-saving, evacuation, safety, rescue and medical
equipment and other equipment and supplies for which the CONTRACTOR is responsible and which

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may be reasonably required in an emergency in good working order and condition at all times. The
CONTRACTOR shall use any and all means to control and prevent fires and explosions, toxic
substance release, injury to personnel and damage to equipment or property. The CONTRACTOR
shall have suitable arrangements in place to satisfy the requirements of the applicable local
requirement and current regulations i.e. ISO, IOGP, OSHA, API, IADC, IAGC, etc.

CONTRACTOR shall provide facilities that shall include but not limited to the following:
 Fully equipped site clinic
 Advanced Cardiac Life Support (ACLS) and Advanced Trauma Life Support (ATLS) certified
paramedics/doctors (whose appointments shall be approved by the COMPANY)
 Adequate Medevac facilities and arrangements including air/ground transportation by suitable
aircraft/ambulance to nearest appropriate facility and international repatriation of
expatriates.

8. Leadership

CONTRACTOR shall ensure that all CONTRACTOR’s Personnel are briefed, understand and strictly
adhere to the provisions of this Exhibit, and any appropriate HSE Standards, Procedures or
Guidelines.

CONTRACTOR’s management shall demonstrate leadership and commitment through actively

participating in all aspects of HSE e.g. meetings, observation/intervention, site visits, inspections,
audits, investigations etc.

CONTRACTOR shall ensure that HSE competencies, responsibilities, authorities and accountabilities
in relation to the WORK are clearly defined, documented, communicated and exercised at all levels.

CONTRACTOR shall set clear HSE goals, objectives and targets with the belief that all injuries and
incidents are preventable;

CONTRACTOR shall formally review HSE performance in relation to the WORK at regular and
frequent intervals to ensure that objectives and targets are being met and areas of concern are
addressed.

9. Organization

CONTRACTOR shall provide its corporate organization chart which shall indicate its corporate and
departmental structure and details of any parent, subsidiary or affiliated companies. CONTRACTOR
shall also provide an organization chart specifically identifying personnel and reporting lines for
delivery of the Work under the proposed Contract.

CONTRACTOR shall ensure that the Supervisors are trained and competent in carrying out their roles
in compliance with HSE requirements. Adequate resources should be should be made available to
them for this. Supervisors must be included in risk assessments and management of change
meetings. They should lead by example and comply with HSE systems.

10. Competency and Training

CONTRACTOR shall ensure that all personnel possess the knowledge, experience and skills required
to perform their WORK in a safe and healthy manner and to minimize environmental impacts.

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Personnel should be carefully selected, recruited, placed, trained and supported to ensure that they
are competent for their assigned tasks. Their competency and behaviours should be assessed and
monitored regularly.
CONTRACTOR shall provide a training matrix or equivalent that identifies initial, annual, and
refresher training requirements for management, supervisors, workers, and specialists to ensure
that all personnel are aware of their HSE roles and responsibilities. HSE training delivered by the
CONTRACTOR shall be relevant to the scope of work which they will be performing, including
training that is required by governmental or regulatory agencies. CONTRACTOR shall also develop
administrative processes to verify and record training for all personnel. Trainings to be facilitated by
knowledgeable, experienced, and qualified training personnel sourced internally or externally.

The CONTRACTOR warrants that all personnel engaged in the WORK shall have an adequate
comprehension of the English language to be able to be supervised and communicate with other
persons in order to work safely at all times and take instructions in the event of an emergency.

11. HSE Induction

The CONTRACTOR shall ensure that, prior to mobilization, carrying out the WORK or entering any
worksite, as applicable, CONTRACTOR personnel (incl. visitors and sub-contractors) shall have
received an HSE induction.

A joint HSE induction shall be conducted just prior to mobilization. This shall be led by line
management and HSE representatives of both COMPANY and CONTRACTOR and shall cover as a
minimum:
 HSE policy
 HSE life-saving rules (or equivalent)
 HSE management system
 Key project hazards, associated risks and controls / mitigation measures
 Risk assessment and permit to work system
 Personal protective equipment (PPE)
 Stop work authority / Observation / Intervention
 Reporting of hazards, near-misses and incidents / accidents
 Emergency response
 Waste management
 Fitness to work
 Substance abuse

The information delivered as part of the HSE induction and any HSE training topics shall be reviewed
and approved by COMPANY. Records of such inductions and trainings shall be kept by the
CONTRACTOR for COMPANY’s audits/inspections.

CONTRACTOR shall comply with all requirements for HSE inductions provided to personnel providing
site services at a WORKSITE. HSE inductions for visitors at a WORKSITE should address the same
general content.

CONTRACTOR’s Site HSE Supervisor shall perform and document daily toolbox talks, safety meetings,
pre-job inspections, job safety analysis (JSA), HSE risk assessments, workplace inspections and audits
as required and for specific operations.

12. Planning and Procedures

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CONTRACTOR shall establish an HSE plan in consultation with CONTRACTOR’s line managers and
employees. This plan shall address all the identified risks associated with the job and the specific
work the CONTRACTOR will be performing and as a minimum include occupational health, workplace
safety, process safety, asset integrity, security, environment protection, waste management and
emergency response. Separate objectives shall be defined for each of these main areas. This Plan
shall describe the activities that should be performed for effective management of specific work in
each phase of execution.

CONTRACTOR shall assist the COMPANY in preparation of the bridging documents to cover HSE,
operations and emergency procedures.

CONTRACTOR shall ensure that the HSE plan is updated throughout the Work.

Activities with potentially higher risks should have well-documented procedures that provide
workers with clear guidance on how to perform the related tasks safely and reliably. These
procedures are based on operations and related risks. Examples are given below:

HSE Management Hazard / Activity Management

- Personal Protective Equipment - Land Transportation
- Risk Assessment - Permit to Work
- Management of Change - Hot Work
- Asset Design and Integrity - Air Transportation
- Safety Critical Element Performance Standards - Lifting Operations
- Inspection, Testing and Maintenance - Working at Height
- Training and Competency - Dropped Objects
- Behavioural Safety System - Scaffolding
- Subcontractor Management - Energy Isolation
- Incident Reporting and Investigation - Confined Space Entry
- Audit and Inspection - H2S and Gas Testing
- Emergency Response - Ground Disturbance (Excavation)
- Crisis Management - Pressure Testing
- Fire Contingency Plan - Manual Handling
- Oil Spill Response Plan - Control of Substances Hazardous to Health
- Fitness to Work - Radioactive Materials
- Primary Health Care - Noise
- Occupational Health and Hygiene - Drug and Alcohol Policy
- Medical Emergency Response - Portable and Hand Tools Maintenance
- Environmental Management - Control of Third Party Equipment
- Waste Management
- Document Control and Management

13. Subcontractor, Supplier Selection and Management

CONTRACTOR shall assess and record the HSE capability of its SUBCONTRACTORS. CONTRACTOR
shall document its methods for identifying the standards and requirements to be met by
SUBCONTRACTORS, and for ensuring that these standards and requirements are understood and
observed.

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14. Risk Management

The CONTRACTOR shall have a system of identifying hazards and assessing risks with all work
activities and the potential consequences in terms of injury to personnel, harm to environment and
damage to equipment/asset. The CONTRACTOR shall employ risk controls for prevention and
mitigation where necessary to reduce the risks to personnel, environment and equipment/asset to
as low as reasonably practicable (ALARP). As a reference and for consistency, the COMPANY risk
matrix is given below:

RISK ASSESSMENT MATRIX

CONSEQUENCE / IMPACT / EFFECT LIKELIHOOD / PROBABLITY
ASSET /
PEOPLE ENVIRONMENT REPUTATION A B C D E
SEVERITY

BUSINESS
Has happened Has happened
in the at the Site or Has happened
Never heard of Heard of in Company or more than more than
WORKERS PUBLIC in the industry the industry more than once per year once per year
once per year in the at the Site
in the industry Company

Persistent severe environmental >US$100 Million

damage that will lead to loss of International public
Fatality or
commercial, recreational use or concern/media coverage. 5A 5B 5C 5D 5E
5 Multiple Fatalities Multiple Serious loss of natural resources over a Severe Asset
Regulatory prosecution. Medium Medium High High High
Injuries wide area. Damage or Threat to operating licence.
Spill >1000 m3 Total Loss
Severe environmental damage that
will require extensive measures to US$25-100 Million National public
restore. Extended exceedance of
concern/media coverage. 4A 4B 4C 4D 4E
4 Single Fatality Single Serious Injury statutory limits. Many complaints
Major Asset Regulatory action leading Medium Medium Medium High High
from community organisation or
authorities. Damage to restricted operations.
Spill 100-1000 m3
Limited environmental damage
Regional public
>5 Injury / Illness that will persist or require cleaning US$5 - 25 Million
up. Frequent exceedance of concern/media coverage.
Lost Work Day Cases requiring 3A 3B 3C 3D 3E
3 Case/s (LWDC) Medical Treatment;
statutory limits. Complaints from
Moderate Asset
Local stakeholders are
Low Medium Medium Medium High
community organisation or more aware. No regulatory
no Serious Injuries than 10 individuals. Damage impact.
Spill 10-100 m3
Restricted Work Minor environmental damage, but
1-5 Injury / Illness no lasting effects. Single US$1 - 5 Million
Day Case/s Local public concern/media
Cases requiring exceedance of statutory limits. 2A 2B 2C 2D 2E
2 (RWDC) or Medical
Medical Treatment; Complaints from up to 10 Minor Asset
coverage.
Low Low Medium Medium Medium
Treatment Case/s individuals. No regulatory impact.
no Serious Injuries Damage
(MTC) Spill 1-10 m3

Injury / Illness Case/s <US$ 1 Million Local public awareness,

First Aid Case/s Slight environmental damage
requiring but no discernible concern. 1A 1B 1C 1D 1E
1 (FAC) or no
First Aid or
contained within the premises.
Very Minor Asset No media coverage. Low Low Low Medium Medium
treatment Spill <1 m3
no treatment Damage No regulatory impact.

The matrix is divided into green, yellow and red areas to illustrate the increasing level of risk as low,
medium and high. Key aspects of these level of risks is described as follows:
Intolerable risk. Further control measures are needed to reduce the risk and ALARP
High demonstrated.
CEO/COO dispensation is required before task can commence.
Tolerable risk if ALARP demonstrated. Review and add further control measures to
Mediu
reduce the risk, where applicable.
m
Operations/ Line manager approval is required before task can commence.
Broadly acceptable risk. Continuous improvements.
Low
Site supervisor / Area authority approval is required before task can commence.

CONTRACTOR shall ensure that, for its activities, a documented risk assessment procedure and risk
register are in place and operating. This risk assessment procedure shall be suitable and sufficient to
appropriately assess the health, safety, security and environmental risks involved. A copy shall be
issued to COMPANY for review and approval.

CONTRACTOR shall be responsible for ensuring timely delivery of the risk assessment of its activities,
covered in the Scope of Work, in order to meet the work schedule, the CONTRACTOR HSE plan and
regulatory requirements.

CONTRACTOR shall have a means of involving the workforce in the risk assessment process and
communicating the results of such assessments to the workforce.

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15. Permit to Work

Permit to work (PTW) system is a formal written system of controlling and coordinating potentially
hazardous tasks to allow personnel to carry out work safely on site and reduce the risks to ALARP.
PTW focuses on identifying and controlling risks. It is also a mean of communication and planning
between management and those who carry out the work.

CONTRACTOR shall use a Permit to Work system for all high risk site activities to control and
coordinate work in a safe manner in compliance with task risk assessments, CONTRACTOR HSE
management system, as well as COMPANY Life-Saving Rules and other requirements. CONTRACTOR
shall ensure that PERSONNEL are competent, capable and qualified to follow the Permit to Work
system.

16. Personal Protective Equipment

Personal Protective Equipment (PPE) are required to protect personnel from known hazards in the
workplace as a last means of defence against accidental exposure. The effectiveness of the PPE is
reliant upon the equipment or clothing being fit-for-purpose and being worn to provide maximum
protection at all times.

Minimum PPE required shall be defined as per job hazards and provided to the workforce by the
CONTRACTOR e.g. fire retardant coveralls / jackets, safety hard hat, safety glasses and toe protected
safety footwear. Job specific PPE shall be specified as per risk assessments and provided e.g. gloves
(different types), hearing protection (ear muffs, plugs etc.), body protection aprons, etc.

PPE shall be made available to all staff, including visitors, in a serviceable condition. Everyone shall
wear minimum and job specific PPE properly during field work. PPE training shall be provided.
Everyone shall keep their PPE in a good condition and clean as required.

Personnel who are required to use respiratory protective equipment during WORK activities or
emergencies, shall not have facial hair which interferes with an effective facemask seal and shall
successfully pass a respirator fitness test and be properly trained and physically able to use the
equipment.

17. Observation and Intervention

CONTRACTOR shall implement a behavioural observation, intervention and recognition program to

promote safe behaviour/practices. This should use a checklist for observation, positive
reinforcement for safe behaviours and behavioural analysis to understand the causes for unsafe
behaviours/practices (and barriers to safe performance) to develop and implement corrective
actions.

18. Stop Work Authority

Every worker is empowered to stop what he/she considers to be any unsafe work, situation or
condition. This should be communicated to everyone to understand their responsibility to stop and
intervene in a work process, in the event of an unsafe condition/act that could affect personnel,
environment and assets. The stop work authority shall be discussed in pre job planning and toolbox-

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talks. It should be clear to everyone that the COMPANY will support those who will stop the unsafe
job.

Corrective actions should be implemented and if needed procedures should be reviewed and
revised.

If the CONTRACTOR fails to eliminate or mitigate the condition within a reasonable period then the
COMPANY reserves the right to stop all WORK being performed by the CONTRACTOR and the WORK
will not be restarted until the CONTRACTOR has corrected the situation.

19. Health Management

CONTRACTOR shall ensure its Personnel are medically, physically and mentally fit to carry out the
duties to which they are assigned in respect of the WORK and a certificate of fitness if working as an
expatriate, rotator or as a local employee.

CONTRACTOR shall submit to COMPANY details of CONTRACTOR's personnel medical screening

programme, including but not limited to, details of the names and qualifications of medical agencies
or doctors responsible for issuing fitness to work certificates.

CONTRACTOR shall provide a system for identification, evaluation and reporting of work related
illnesses and corrective measures, follow-up of personnel on sick leave, and prevention and
treatment of alcohol and drug abuse.

20. Substance Abuse

CONTRACTOR shall ensure that a control of substances hazardous to health process is in place to
monitor the exposure in order to comply with the current regulations i.e. IOGP, OSHA etc.

The CONTRACTOR is responsible for ensuring that the CONTRACTOR’s personnel, whilst engaged in
the performance of the CONTRACT, are not at any time in possession of, do not take, have not taken,
and/or are not under the influence of any intoxicating substance, or alcohol, or drug, hereinafter
referred to as a “Prohibited Substance”. These requirements do not apply in whole or in part in the
case of Contractor personnel possessing a Prohibited Substance for bona fide medical reasons, for
such Contractor personnel to be engaged in the performance of the CONTRACT.

The COMPANY reserves the right to have an independent party carry out testing for substance
abuse, where there is reasonable grounds to suspect that this represents a serious threat to safety,
or has been a causal factor in an accident or incident.

21. Environmental Management

CONTRACTOR shall conduct its business in a manner that is compatible with the balanced
environmental and economic needs of the communities in which it operates. CONTRACTOR shall
commit to continuous efforts to improve environmental performance throughout its operations.

CONTRACTOR shall set minimum requirements for implementation of a Regulatory (including

government regulations, statutes, permitting requirements, environmental impact assessment etc.)
and environmental management program throughout performance of the WORK. CONTRACTOR
shall consider and incorporate in this program, as required or as indicated, provision for waste

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management and services, environmental monitoring programs, water pollution prevention, spill
response measures, and regulatory compliance measures.

In particular, the CONTRACTOR shall prepare issue and implement a comprehensive Waste
Management Plan which must be reviewed and approved by the COMPANY. The CONTRACTOR shall
act to minimize the total quantity of waste resulting from execution of the WORK. The
CONTRACTOR shall be committed to handling, segregating, recycling and disposing of wastes from
their operations in a safe and environmentally sound manner.

CONTRACTOR shall be responsible for the direct collection of energy and fuel consumption data (e.g.
diesel consumption) from its operations. COMPANY, for this process, will advise on format and what
constitutes appropriate data/evidence, as well as fielding questions from site level contacts to
support the delivery of a viable dataset which shall be issued to the COMPANY on a monthly basis.
CONTRACTOR shall identify opportunities for mitigating environmental impact of activities, increase
waste recycling and minimizing emissions.

CONTRACTOR shall be responsible for compliance with all applicable Environmental Impact
Assessment (EIA) commitments. Summary of mitigation and monitoring measures will be made
available by the COMPANY.

22. Asset Design and Integrity (including Process Safety)

CONTRACTOR shall design, build, operate and maintain facilities to reduce risks to as low as
reasonably practicable (ALARP).

CONTRACTOR shall establish performance standards and inspect, test and maintain effective
‘barriers’ (functional groupings of safeguards and controls in place) to prevent, detect, control the
occurrence of and mitigate the consequences of major incidents.

CONTRACTOR shall ensure that equipment and facilities are operated within their defined
operational and design limitations.

CONTRACTOR shall use management of change process for all modifications to the facilities and
operations.

23. Management of Change

CONTRACTOR shall establish a management of change (MOC) process which provides a systematic
means to effectively identify, evaluate, record and control potential hazards/risks when a change is
made on existing facilities or procedures, or when new equipment or procedures are introduced to
existing assets or operations. In general, the process of modification is considered as a change in
design of systems, processes, equipment, layout, weights, structures, etc. with a potential impact on
HSE and asset integrity.

All changes shall be undertaken such that:

 Use management of change process for all modifications to the facilities and operations.
 Impacts of changes, including HSE risks, are identified and assessed with control measures
appropriately assigned, approved and complete as part of implementation.
 Changes are reviewed, approved and communicated prior to implementation.
 Implementation occurs as intended.

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 Changes are appropriately documented.

 There is a consistent approach to the application of the management of change across the
business.

24. Performance Monitoring, Measurement and Improvement

CONTRACTOR shall set specific HSE KPI’s for the Project including leading and lagging indicators.
These and related targets should be reviewed and approved by COMPANY before site mobilization.

CONTRACTOR shall include leading and lagging performance indicators in its HSE performance
reports. Reports shall be prepared on a monthly basis and received by the COMPANY no later than
three (3) calendar days after the close of the previous month. COMPANY will submit the minimum
content of this report to the CONTRACTOR prior to execution of activities. The report shall include as
a minimum:
 Number of Fatalities
 Number of Lost Work Day Cases (LWDC)
 Number Restricted Work Day Cases (RWDC)
 Number of Medical Treatment Cases (MTC)
 Number of First Aid Cases (FAC)
 Number of Occupational Illnesses
 Number of Fire / Explosion Incidents
 Number of Toxic Gas Release Incidents
 Number of Process Safety Events - Tier 1, 2 and 3 (T-1 PSE, T-2 PSE T-3 PSE)
 Number of Hydrocarbon Spills (substance and quantity)
 Number of Asset Damage / Equipment Damage Incidents (AD)
 Number of Motor Vehicle Collisions (MVC)
 Number of Near Misses (NM)
 Work Hours for each Worksite
 Incident Investigation Reports for all of these (findings, immdiate causes, root causes and
recommendations)
 Overview of the close out status of Actions arising from incident investigations or identified
non-conformances
 GHG Emissions, Pollution and Waste Disposal Data
 HSE meetings, emergency drills & exercises
 Training carried out (Training matrix)
 Details of Ongoing HSE Programme / Initiatives

The monthly report shall also summarize the CONTRACTOR’s health, safety and environmental
performance during execution of the WORK including cumulative total number of incidents, near-
misses and working hours.

Environmental/Waste Reporting

The CONTRACTOR shall submit a monthly Environment/Waste report to the COMPANY

REPRESENTATIVE within three (3) days of month end. The report shall include as a minimum:

Non-Hazardous Waste
 Waste Sent to Landfill (measured by approximate cubic meter volume)
 Waste Incinerated (measured by approximate cubic meter volume)
 Plastic Waste (measured by approximate cubic meter volume)

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 Scrap Metal (measured by approximate cubic meter volume)

 Scrap Wood (measured by approximate cubic meter volume)
 Aluminium (measured by approximate cubic meter volume)
 Paper and Cardboard Waste (measured by approximate cubic meter volume)
 Glass Waste (measured by approximate cubic meter volume)
 Electronic Waste (measured by approximate cubic meter volume)

Hazardous Waste
 Waste Oil (measured by approximate number of barrels)
 Batteries (measured by approximate cubic meter volume)
 Medical Waste (measured by approximate cubic meter volume)
 Fluorescent Light Tubes (measured by approximate cubic meter volume)

Incinerators and Sewage Treatment Plan

 Number of Incinerators in Use (includes owned and on hire)
 Number of Sewage Treatment Plans in Use (includes owned and on hire)
 Water discharge quality should be detailed in ENV doc

25. Incident Reporting and Investigation

CONTRACTOR shall record all HSE incidents including near misses, unsafe acts, hazardous conditions,
accidents using a HSE incident report template (in English) in line with the Regulations and
IOGP/IADC/IAGC etc. Standards.

CONTRACTOR shall report all HSE incidents to COMPANY Site Representative and COMPANY HSE
Representative formally and timely. Any incident involving fatality, lost work day case (LWDC),
recordable injuries (MTC or RWDC) or a high potential incident (HiPo) shall be communicated with
COMPANY HSE Representative immediately.

The CONTRACTOR shall fully investigate such incidents / events so as to identify immediate and root
causes and shall identify actions to prevent recurrence. Actions arising from investigations shall be
managed so as to ensure timely and effective implementation. The COMPANY reserves the right to
take part in or carry out its own investigation of such events and the CONTRACTOR shall provide the
COMPANY with all the relevant documents and evidence collected in relation to such incident.

The CONTRACTOR shall ensure that all findings and actions are communicated to the site
CONTRACTOR and COMPANY personnel.

26. Assurance, Management Review and Learning Lessons

CONTRACTOR shall establish a schedule for HSE audit/inspection and management review for its
activities and those of its primary SUBCONTRACTORs, and provide a copy of the schedule to
COMPANY.

CONTRACTOR shall provide all input and support as COMPANY deems necessary to ensure that all
HSE activities that COMPANY initiates are successfully carried out and the actions arising are closed
out to COMPANY’s satisfaction. CONTRACTOR’s Personnel shall be available for interview as part of
COMPANY audits and reviews.

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Before commencement of the WORK, COMPANY will conduct an HSE audit for CONTRACTOR’s
facilities and arrangements. CONTRACTOR shall co-operate fully with the audit team and correct any
agreed deficiency or non-conformance noted without undue delay and in any event before WORK
commences.

Before or at commencement of the WORK, CONTRACTOR shall commission an independent Dropped

Object Survey, the outcome of which shall be shared with COMPANY, including but not limited
report and related action plan.

The COMPANY and its authorized representatives shall have unrestricted access for inspection, audit
or review purposes at all reasonable times to: the WORKSITE facilities, equipment, personnel; and
HSE related documents of the CONTRACTOR and its SUBCONTRACTOR(s).

CONTRACTOR to ensure that lessons are learned from previous incidents so that identical or similar
accidents arising from work activities can be prevented in the future, to protect people’s health and
safety by ensuring that risks arising from work activities are properly controlled.

CONTRACTOR shall have a process for reviewing lessons learned from incident investigation and
accident analysis, within a reasonable time of incidents/investigations having taken place.

CONTRACTOR shall track all HSE actions to completion using a database and shall share it with the
COMPANY on a monthly basis.

27. Land Transportation

CONTRACTOR shall conduct land transportation operations based on full assessments of the risks
and measures to address such risks. This should include:

Safe Vehicle
 Vehicle is fit for purpose, inspected and confirmed to be in safe working order.
 Pre-use checks have been are performed.
 Passenger numbers do not exceed manufacturer’s design specification for the vehicle.
 Loads are secured and do not exceed manufacturer’s design specifications or legal limits.
 Vehicles are equipped with:
o Three points seatbelts and head restraints.
o Anti-lock braking systems (ABS).
o Airbags for driver and all passengers.
o Vehicle side impact protection (in terrain where there is high risk of roll-over based
on experience and on all bulk vehicles).
o In vehicle monitoring system (IVMS).
 IVMS mandatory requirements:
o Driver identification
o Driving time
o Over-speed
o Harsh acceleration
o Harsh deceleration
o Seat belt usage
o Emergency communication feature
o IVMS alarm should provide immediate feedback to driver (behavioural intervention)
 IVMS data collected should be used to:

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o Provide regular and formal feedback to drivers for performance improvement

opportunities.
o Analyse and improve road transport planning and safety performance.
o Apply consequence management that includes recognition for compliance and
sanction for non-compliance.
Driver and Passenger
 Driver have a current driving license that is valid for the country and type of vehicle.
 An accredited defensive driving training course is provided.
 Drivers are medically, physically and mentally fit of operating the vehicle.
o Do not operate a vehicle under the influence of alcohol, drugs, narcotics or
medication that could impair driving ability.
o Do not drive when tired or unable to concentrate.
o Stop the vehicle and take a rest break if attention is lost.
 Always wear a 3-point seatbelt.
 Check that everyone (driver and all passengers) in the vehicle is wearing a seat belt properly
before starting to drive and intervene when they are not.
 While driving do not use a mobile phone, send or read a message, or use a hands-free
mobile phone device.
 Stay at or below the maximum allowable speed for the road you are driving on as indicated
by road signs or journey management plan instructions and adjust your speed to the
prevailing conditions (reduce for poor road, weather and traffic conditions).
 Do not allow unauthorised passengers in the vehicle.
 Follow all local traffic laws.
 Do not overtake if you cannot see clearly in front of you.

Duty/Driving/Rest Hours for Drivers

Continuous Per day (24 Per week (7days)
hours)
Maximum driving hours 5 10 60 (based 1 day rest)
Maximum duty hours - 12 72
Maximum working days 6 consecutive days
Minimum rest breaks 45 minutes per 12 hours (may be split into three 15 minutes
breaks)

Safe Journey
 Choose safest route possible.
 Fill in and submit travel and movement request forms before the journey.
 Prepare a journey management plan (JMP), where applicable, that includes:
o Loading and discharge site (if applicable)
o Authorised route
o Identification of route hazards and controls / precautions
o Communication requirements during the Journey
o Rest schedules
 If you are a passenger, ensure that the driver is complying with all rules.

Vehicle manoeuvring
 Ensure pedestrians are out of danger when reversing a vehicle and while moving a vehicle in
a work area.
 Position yourself in a safe zone in relation to moving and energised equipment.

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Reference: IOGP 365: 2016 - Land transportation safety recommended practice

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Attachment 1 to Appendix 3 – COVID-19 VACCINATION POLICY:

This COVID-19 Vaccination Policy (the “Policy”) sets out Genel’s requirements in relation to
vaccination against COVID-19 for all Staff and Visitors to our offices and operational sites.

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End of Appendix 3 – Health, Safety and Environment

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APPENDIX 4

LOCAL CONTENT

COMPANY KRI Local Content Procedures

GENERAL

This KRI Local Content Procedure (“Procedure”) has been developed by COMPANY to deliver the
Corporate Local Content Policy objectives and to provide further detail to CONTRACTOR (a term
used throughout to also include vendors and suppliers making a bid or quotation) on local content
requirements in the Kurdistan Region of Northern Iraq.

It is important that anyone using this procedure understands the policy of both COMPANY and the
Kurdistan Regional Government (KRG) for local content development as follows:

A. Kurdistan Regional Government (KRG) vision:

The vision of the Kurdistan Regional Government (KRG) on local content development is:

1. To transform the oil and gas industry by developing in-country capacity and indigenous
capabilities of high international standard resulting in a significant value uplift in the
economy;

2. To create the economic engine for national growth, driving employment and GDP growth
leading to improved linkage of the oil and gas sector to other sectors of the Kurdistan
Regional economy, and ultimately positioning the Kurdistan Region as a hub for energy
service delivery.

B. COMPANY definition of Local Content in Kurdistan Region of Iraq (KRG):

COMPANY understands that as part of COMPANY’s operations in the Kurdistan Region of Iraq,
COMPANY must take into consideration that the local communities deserve a form of
compensation for their used land and they must benefit from the local content development
opportunities. COMPANY’s definition of Local Content (referring to both the local community
and national development) in the upstream sector of the Kurdistan Region of Iraq oil and gas
industry is:
“value added to, or created in, the Kurdistan economy through a deliberate utilization of
Kurdistan human and material resources and Services in the exploration, development,
exploitation, transportation and sale of the Kurdistan Region’s crude oil and gas resources, so as
to stimulate the development of indigenous companies, and encourage foreign investment and
participation, without compromising quality, health, safety and environmental standards.”

Unless otherwise specified by COMPANY, this Procedure is intended to relate to the types of goods
and services that are listed below:

1. Catering
2. Cleaning and Laundry Services
3. Transportation Services
4. Technical Maintenance

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5. Civil Works Maintenance

6. Security

COMPANY AND CONTRACTOR RESPONSIBILITIES

1. COMPANY’s Responsibilities
1.1 Only contract with parties who can demonstrate they can meet COMPANY’s Health Safety
and Environment (HSE) requirements, technical specifications including quality requirements
and all relevant industry and or international standards, including COMPANY’s anti bribery
policy and code of conduct.
1.2 Evaluate all parties submitting tenders, bids or quotations on their willingness, documented
track record, and demonstrated plans to fully comply with the regional directives of the KRG
and COMPANY requirements;
1.3 Form a committee comprised of COMPANY’s concerned Head of Department, HR
Department, Local HR representative and CSR Department representative to select correct
candidate and agree upon an appropriate rate of salary for the services or equipment to be
hired.
1.4 COMPANY will consider a range of factors in assessing tender submissions, including, but not
limited to:

1.4.1. Kurdistan Regulatory requirements related to registration at MNR.

1.4.2. COMPANY’s HSE, Security, Legal (including but not limited to anti-bribery, criminal
finance act, trade sanctions, compliance with human trafficking laws), technical and
operational requirements;
1.4.3. Price;
1.4.4. Delivery time;
1.4.5. Quality, considering whether:
• Materials meet the defined specifications;
• Equipment is well maintained and does not exceed any defined age
limitation or use criteria, such as the number of kilometres driven;
• CONTRACTOR’s capability is sufficient, regarding provision of competent and
fit staff, spares, maintenance, capability of equipment, documentation as
required such as licenses, insurance policies, operating and maintenance
manuals and schedules and Inspection.
1.4.6. Subcontracting considerations
• COMPANY recognizes that subcontracting non-technical companies from
outside the local operating area may cause conflict with the local community
and disrupt operations and therefore, consideration will be given to whether
any SUBCONTRACTORS (engaged by CONTRACTOR) that do not require
technical skill are proposed to be resourced from the local area.
1.5. Following receipt of the notice in step 2.2.A.1 below and the meeting in step 2.2.A.2 below,
identify those positions that should be offered locally (“local area” will be defined on a case
by case basis as appropriate by COMPANY for CONTRACTOR);

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1.6 Assist CONTRACTOR in sourcing suitable local personnel to fill the positions at the specified
rates of pay as agreed with COMPANY. For this purpose, Co-ordination with the district
Mayor in the area could be made.
1.7 Provide an alternative candidate where CONTRACTOR, acting reasonably does not consider
the first COMPANY proposed candidate suitable for the role.

2. CONTRACTOR’s Responsibilities
2.1 To submit a tender, bid or quotation: CONTRACTOR and SUBCONTRACTORs must be listed
on MNR vendor list and/or COMPANY’s identified 3C list.

2.2 Prior to beginning work or hiring any labour, engaging services, hiring or purchasing
materials and equipment, CONTRACTOR must:

2.2.A Work with COMPANY’s nominated CSR Representative:

CONTRACTOR shall:

2.2.A.1 provide COMPANY through CSR Co-ordinator with a list detailing the services,
material and equipment machinery required and request to assist in sourcing
locally. This would be reasonable (for the project start-up, this is a minimum of
three (3) weeks / twenty-one (21) calendar days). This should be done through a
written notice prior to the project start / contract commencement date.
2.2.A.2 source all labour, services, materials and equipment required for the local area
operations, from the local area (“local area” will be defined by COMPANY for
CONTRACTOR). COMPANY CSR Co-ordinator shall assist and coordinate among
COMPANY, CONTRACTOR, Local Authorities and Local Communities to identify
labour, services, materials and equipment required for the local area operations.
2.2.A.3 at the request of COMPANY, appoint a community relations representative to be
the first point of contact regarding local content matters and to manage any
matters related to this Procedure;
2.2.A.4 notify COMPANY of any feedback, areas of concern, complaints received from local
community members, their representatives or local officials in relation to local
content issues;
2.2.A.5 provide information and documents requested by COMPANY in relation to
administering or other COMPANY policies or procedures.

2.2.B SUBCONTRACTING:

CONTRACTOR shall:

2.2.B.1 specify rates of pay for all identified positions (which should reflect experience
level, skills and knowledge of personnel being hired), or agree to use the specified
rates of pay supplied by COMPANY;
2.2.B.2 specify any skills, knowledge, or experience required for the individual positions;
2.2.B.3 ensure any unskilled SUBCONTRACTORs engaged by CONTRACTOR are, where
available, engaged from the local area as sub-contracting non-technical companies

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from outside the local area may cause conflict with the local community and
disrupt COMPANY’s operations;
2.2.B.4 ensure that all SUBCONTRACTORS engaged by CONTRACTOR receive a copy of this
Procedure and its attachments and will comply with the local content obligations
COMPANY has placed upon CONTRACTOR.

2.2.C Hiring Vehicles or Equipment

CONTRACTOR shall:

2.2.C.1 not supply any vehicles or equipment before first providing COMPANY’s CSR Co-
ordinator with a list of all items indicating HSE standards, model specifications, age
of assets when first registered and CONTRACTOR’s rental rates for the vehicles and
machinery, based on local market prices;
2.2.C.2 not directly rent vehicles or construction machinery at a higher rate or to a lower
standard than those presented to COMPANY, without prior written agreement.

2.2.D Official Paperwork

CONTRACTOR shall:

2.2.D.1 ensure that all CONTRACTOR’s personnel and SUBCONTRACTOR’s local personnel
obtain Asaish (Government Security) security clearance checks within ten (10) days
of starting work on COMPANY operations;
2.2.D.2 be responsible for supplying personnel engaged by CONTRACTOR with an individual
letter of employment in order to obtain Asaish clearance;
2.2.D.3 submit a copy of CONTRACTOR’s Kurdistan company registration details to the local
Asaish; and
2.2.D.4. be responsible for providing copies of Asaish clearance documents to COMPANY’s
on-site Security Office.

3. CONTRACTOR’s Provision of Personnel, Equipment and Services

3.1 It is the responsibility of CONTRACTOR to source suitable personnel, equipment and services
required and in doing so, must follow the following process:

• CONTRACTOR must advise the CSR Representative of those positions or services

CONTRACTOR intends to tender for use of local resources through SUBCONTRACTs in
the specified area; and
• CONTRACTOR to provide appropriate and sufficient Personal Protective Equipment
(PPE) for all CONTRACTOR staff and replace any item of PPE at CONTRACTOR’s cost
where items are lost, worn or otherwise in need of repair or replacement.

3.2 COMPANY’s Head of Departments or COMPANY’s related departments’ representative

reserves the right to advise CONTRACTOR of specific resources from local area for
CONTRACTOR’s consideration for evaluation.

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3.3 COMPANY’s Head of Departments or COMPANY’s related departments’ representative

review and challenge proposals and may accept or reject them or make alternative
suggestions for further consideration by CONTRACTOR.

3.4. CONTRACTOR may advise COMPANY’s Head of Departments or COMPANY’s related

department representative, in writing, of any special services or positions which need to be
filled by dedicated staff or sub-contractors or specialist providers of equipment due to
reasons of complexity of the operation, HSE, legal requirements, quality or standards or
based on their experience. COMPANY’s related department Head or Representative reserves
the right to accept or decline such requests and offer alternative solutions.

3.5. Failure to reach an agreement on CONTRACTOR’s choice of personnel, services or

equipment may disqualify the SUBCONTRACTOR from bidding.

End of Appendix 4 – Local Content

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