CAIRN INDIA Ltd

Project Management Consultancy Services RAJASTHAN NORTHERN AREA DEVELOPMENT

PROJECT

Most critical observations from legal point of view are as following:

1. Clause 3.5 of CoC: Subcontract can be done only with prior consent of Cairn. Highlighted for
information.

2. Clause 4.3.1.2 of CoC: The clause provides that Contractor shall be given compensation for
suspension, only if it is provided in Schedule III (Compensation). If any suspension is
anticipated, the same should be factored in Schedule III.

3. Clause 18.1.1 of CoC: If information of Cairn is to be disclosed to a third party, the same
should be done with prior written consent of Cairn. This is highlighted for information.

4. Clause 20.2 (c ) of CoC: The clause provides that contractor shall provide license to copy,
reproduce, and distribute all Contractor Intellectual Property solely in connection with
the ‘foregoing purposes’. EIL user division to review, whether as per scope of work,
such license will be required by Cairn? If yes, then suitable license fee amount to be
included in bid. It may be noted that as per the succeeding paragraph the license
shall survive the termination of the contract.

5. Clause 20.3 of CoC: The clause provides that Contractor will procure from each of its
Subcontractors an agreement with provisions consistent with this Clause 20, and will
expressly include the grant to Company of a worldwide, irrevocable, perpetual,
royalty-free and transferable sub-licensable license to use and/or Modify such Third
Party Intellectual Property consistent with the rights granted to Company under
Clause 20.2.
EIL user division to confirm the requirement of this provision and Clause 20.2. If not
required, these should be deleted.

6. Clause 27.2.2 of CoC: Following modifications are proposed:

a. “…follows: (i) A sole arbitrator shall be mutually appointed in case…”
b. “… The venue, place and seat of arbitration shall be New Delhi, India….”

7. New clause proposed: A clause which limits the liability of the Contractor to a fixed
percentage of the Contract Price must be included.

8. As the scope of work is PMC services, which may require interactions at various
levels with various other contractors of the Client, there is a possibility that EIL may
be impleaded as a party in litigations/arbitrations initiated by such other contractors/
bidders of Client. BD may consider including the following in GCC in interest of EIL
as Contractor:

“Notwithstanding any other provision in this contract agreement, in the event of any
claim, action, demand, or any proceedings whatsoever being invoked by vendor(s),
contractor(s), bidder(s), or prospective bidder(s) appointed by or on behalf of
Company, arising out of or in relation to or consequent upon this contract agreement
 or engagement of such vendor(s) or contractor(s), bidder(s), or prospective
bidder(s), the Contractor shall provide all the necessary assistance including
recommendation (except on legal issues) until a period of 6 months after the expiry
of DLP period on mutually agreeable rates.
Company undertakes to hold Contractor harmless and indemnified from any claim,
action, demand, or any proceeding whatsoever invoked by vendor(s), contractor(s),
bidder(s), or prospective bidder(s) of Company against Contractor arising out of or in
relation to or consequent upon this Contract or engagement of such vendor(s) or
contractor(s), bidder(s), or prospective bidder(s) and shall reimburse for all costs
(including legal and incidental costs such as travel as well as man-hour costs),
charges and expenses incurred by Contractor in defending or settling any suit, writ or
other action or proceedings by any such third party [including vendor(s),
contractor(s), bidder(s), or prospective bidder(s)] in which Contractor has been made
or impleaded as a party/ Defendant/ or Respondent and/or for prosecuting any
appeal, revision, or review in respect thereof, whether the claim, suit, writ or other
action or proceedings is based on contract, quasi contract, tort of any other basis or
breach of law.”

9. Clause 4 (iv) of the NDA is highlighted for information and necessary compliance by
EIL user division, if required.

10. Clause 4 (vi) of the NDA is highlighted for information and necessary compliance by
EIL user division. Any further disclosure of confidential information of CAIRN to EIL
subcontractor will require EIL entering into a separate confidentiality agreement with
such Third Party prior to disclosure and containing terms and conditions as stringent
as contained in this Agreement.