Provision of Basic Design Service of Permanent Camp Project

Contract No.: 024-SC-22-EBS

General Conditions of Contract

CONTRACT FOR PROVISION OF BASIC DESIGN SERVICE OF

PERMANENT CAMP PROJECT

CONSTRUCTION

Between

EBS Petroleum Company Limited

and

XXXXXX

CONTRACT NO.: 024-SC-22-EBS

Date:
 TABLE OF CONTENTS

ARTICLE 1 – CONTRACT DOCUMENTS ............................................................... 4

ARTICLE 2 – DEFINITIONS ................................................................................... 5

ARTICLE 3 – DURATION OF CONTRACT ............................................................. 7

ARTICLE 4 – COMPENSATION ............................................................................. 7

ARTICLE 5 - INVOICING AND PAYMENTS ............................................................ 7

ARTICLE 6 – PERFORMANCE GUARANTEE ........................................................ 8

ARTICLE 7 - TAX ................................................................................................... 9

ARTICLE 8- INSURANCE....................................................................................... 9

ARTICLE 9 – AUDIT ............................................................................................. 12

ARTICLE 10 – ACCEPTANCE OF SERVICES ...................................................... 13

ARTICLE 11 – WARRANTY .................................................................................. 13

ARTICLE 12 – INSPECTION ................................................................................ 14

ARTICLE 13 – CONTRACTOR’S OBLIGATION.................................................... 14

ARTICLE 14 – COMPANY’S OBLIGATIONS ........................................................ 16

ARTICLE 15 – NOTICES ...................................................................................... 16

ARTICLE 16 – COMPANY REPRESENTATIVE .................................................... 17

ARTICLE 17 – CONTRACTOR REPRESENTATIVE ............................................. 18

ARTICLE 18 – LIABILITY / INDEMNITY ................................................................ 18

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ARTICLE 19 – LIENS AND CLAIMS ..................................................................... 19

ARTICLE 20 – DEFAULT OF CONTRACTOR....................................................... 19

ARTICLE 21 – CHANGES .................................................................................... 20

ARTICLE 22 –SUSPENSION OF SERVICES........................................................ 20

ARTICLE 23 – TERMINATION OF SERVICES ..................................................... 21

ARTICLE 24 – SUBCONTRACTS AND ASSIGNMENT ......................................... 22

ARTICLE 25 – SAFETY AND HELTH, ENVIRONMENTAL PROTECTION, FIRE

PROTECTION AND SECURITY REGULATIONS. ................................................ 22

ARTICLE 26 – EMPLOYMENT OF PERSONNEL ................................................. 23

ARTICLE 27 – SERVICE AUTHORISATION ......................................................... 24

ARTICLE 28 – FORCE MAJEURE ........................................................................ 24

ARTICLE 29 – CONFLICT OF INTEREST ............................................................ 25

ARTICLE 30 – WAIVERS ..................................................................................... 25

ARTICLE 31 – COMPLIANCE WITH LAW ............................................................ 25

ARTICLE 32 – CONFIDENTIALITY ....................................................................... 26

ARTICLE 33 – ARBITRATION .............................................................................. 27

ARTICLE 34 – INDEPENDENT CONTRACTOR ................................................... 27

ARTICLE 35 – GOVERNING LAW AND LANGUAGE ........................................... 27

ARTICLE 36 – COPYRIGHTS, PATENTS AND TECHNICAL INFORMATION ....... 27

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ARTICLE 37 – TITLE ............................................................................................ 28

ARTICLE 38 – ENTIRE AGREEMENT .................................................................. 29

ARTICLE 39 – NON-EXCLUSIVE AGREEMENT .................................................. 29

ARTICLE 40 – LIQUIDATED DAMAGES .............................................................. 29

ARTICLE 41 – LIMITATION OF LIABILITY............................................................ 29

ARTICLE 42 – SURVIVAL .................................................................................... 29

ARTICLE 43 – ACTIONS ON BEHALF OF COMPANY ......................................... 29

ARTICLE 44 – APPROVALS ................................................................................ 30

ARTICLE 45 – GENERAL BUSINESS ETHICS AND EBS CODE OF CONDUCT .. 30

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PREAMBLE
This Contract (hereinafter referred to as "CONTRACT") is made and entered into on this day of
XXXX 2022, effective as of the first day of Contract between EBS Petroleum Company Limited.,
(hereinafter referred to as "COMPANY") of the first party, and…XXXXXXXXXXXXXX, a company
incorporated under the laws of xxx having its registered office at XXXXXXX. (Hereinafter referred
to as “CONTRACTOR”) of the second party. (Hereinafter the parties of the first and second shall
be referred to singularly as “Party” and collectively as “Parties”)
“Company” shall mean EBS Petroleum Company Limited.
Whereas Company is engaged in the exploration, development and production of hydrocarbon
reserves the Republic of Iraq.
Whereas Company, requires the provision of Project Management Consultancy for Surface
facilities Construction (hereinafter referred to as the “SERVICES”) as described in the Appendix
attached hereto and made a part hereof and in accordance with the terms of this CONTRACT.
Whereas CONTRACTOR represents that it is able and willing to provide the aforementioned
SERVICES and that it has the experience and capability to do so expeditiously.
Now, therefore, for and in consideration of the mutual covenants and agreements set forth herein,
the Parties hereto agree as follows:
ARTICLE 1 – CONTRACT DOCUMENTS
1.1 The following CONTRACT documents together constitute this CONTRACT:
Annex 1 Technical Scope of Work
Appendix A Permanent Camp Proposal for EBS Oilfield
Appendix B Subsoil Investigations Report for Crude Storage Tanks Area in
CPF
Appendix C Topographical Survey Report for CAMP and CPF
Annex 2 Price List
Annex 3 Format of Change Order

Any Change of the contract should be based on the mutual discussion according to the
applicable laws.

1.2 All standards, codes, instructions, specification, drawings and other documents which are
referred to in the ANNEXES shall be deemed incorporated herein by reference and made
a part hereof. If any discrepancy or divergence exists between any of the documents or
parts of any of them, CONTRACTOR shall immediately notify Company of such instances
and Company shall issue instruction in regard thereto. Otherwise the Articles of the
CONTRACT FORM shall take precedence in the event of ambiguity or it being in conflict
or inconsistent with any other referred document. Should CONTRACTOR fail to give notice
to Company as aforesaid or fail to discover such conflicts, errors or omissions in the
aforementioned documents as should reasonably have been discovered by
CONTRACTOR, all costs directly resulting from such failure shall be borne by the
CONTRACTOR.

1.3 None of the documents herein before mentioned shall be used by CONTRACTOR for any
purpose other than for this CONTRACT.

1.4 Any reference or detail provided in any of the above documents but not in others shall be
taken as read in all documents in this CONTRACT.

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1.5 The headings and subheadings in the CONTRACT are used for convenience and ease of
reference and shall not affect or limit the interpretation or construction of this CONTRACT.

1.6 Words importing the singular only shall also include the plural and vice versa where the
context so requires.

1.7 In this Contract, the term "shall" denotes a mandatory requirement of this Contract and
additionally, in the case of its use with respect to CONTRACTOR, the term means that any
and all costs associated with the activity in question are to be borne by CONTRACTOR.

1.8 Unless otherwise provided:

(a) “this Contract”, “hereto”, “herein”, “hereof”, “hereby”, “hereunder” and similar
expressions refer to this Contract in its entirety and not to any particular Article,
clause, subclause, paragraph or other portion thereof; and
(b) reference to an Article, clause, subclause or a paragraph refers to an Article,
clause, subclause or paragraph of the Contract Form.
1.9 All references to months or years in this Contract shall be computed in accordance with
the Gregorian calendar.

ARTICLE 2 – DEFINITIONS

The following definitions shall apply to this CONTRACT except where the context otherwise
requires:

2.1 “Affiliate” or “Affiliated Company” shall mean any company or other entity that directly or
indirectly through one or more intermediary control is controlled by or is under common
control with a party to this CONTRACT. “Control” shall mean ownership of more than fifty
percent (50%) of the voting stock of the controlled company or the direct or indirect right
to determine its actions by contract or otherwise.

2.2 “Approved” and “approval” wherever used shall mean approved / approval in writing
including subsequent written confirmations of previous verbal approvals by Company.

2.3 “Company” or “COMPANY” shall mean EBS Petroleum Company Limited., its
consultants, agents, officers and employees.

2.4 “Company Representative” shall mean the representative appointed by Company

pursuant to Article 16.1

2.5 “CONTRACT” or “Contract” shall mean the terms and conditions of this CONTRACT
FORM and the APPENDIXES, references and documents attached hereto, as may
mutually be amended from time to time in accordance with the terms of this CONTRACT.

2.6 “CONTRACTOR” or “Contractor” shall mean the persons, partnership, firm or company
having this CONTRACT with Company to execute the SERVICES set forth in this

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 CONTRACT and includes CONTRACTOR personnel, representatives, successors and
such other persons to whom the CONTRACTOR has assigned this CONTRACT.

2.7 “Drawings and Documentation” shall mean drawings, reports, calculations, manuals,
procedures and recommendations of any portion of the SERVICES or part thereof.

2.8 “Expert” shall mean a person or company mutually agreed upon by Company and
CONTRACTOR in order to expedite settlement of any particular matter as described in
Article entitled “Arbitration” hereof.

2.9 “Mobilization” shall mean the arrival of CONTRACTOR personnel at the Worksite for the
commencement of the SERVICES or part thereof. The personnel shall be considered
mobilized when they report to the Worksite instructed by Company and all charges shall
commence therefrom.

2.10 “Demobilization” shall mean the departure of CONTRACTOR personnel from Worksite
to the Point of Origin, upon completion of assignment or termination of SERVICES. The
personnel are considered as demobilized when they leave the Worksite and all charges
will cease at this time unless otherwise stipulated.

2.11 “Scope of Services” shall mean the works or services to be performed or provided by
CONTRACTOR as detailed in the document entitled “ANNEX 1 – Scope of Work”,
Specifications, Drawings, other Annexes and appendixes referred to and incorporated
herein and any other additional authorization for works made a part hereof in compliance
with the terms and conditions set forth.

2.12 “Services” or "Work" shall mean all activities and work to be performed and rendered by
CONTRACTOR pursuant to the terms of this Contract and also all CONTRACTOR's
activities that are reasonably inferable from the description of such activities and work and
also all deliverable that may be required to be provided by CONTRACTOR pursuant to
this Contract. "Work" shall include the activities, work and other deliverable set out in annex
1 hereto and any instruction that may be issued to CONTRACTOR from time to time and
such work shall become part of the scope of this Contract.

2.14 “Subcontract” shall mean any contract between CONTRACTOR and any third party or
parties as approved in writing by Company for the performance of any portion of the
SERVICES or any part thereof.

2.15 “Subcontractor” shall mean any third party as approved in writing by Company having a
contract with CONTRACTOR for the performance of the SERVICES or any part thereof.

2.16 “Worksite” shall mean the location designated by Company upon which the SERVICES
or part thereof are to be performed.

2.17 “Writing(s)” shall mean all printed or handwritten documentation including but not limited
to letters, facsimiles, minutes of meetings and similar items. All requests, approvals,
notices and agreements required under this CONTRACT shall be in writing.

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2.18 “Rates” shall mean the rates, lump sum payments and reimbursement costs to be paid to
CONTRACTOR by Company as set out in annex 2.

2.19 “Contract Price” shall mean the estimated total value of this Contract being, which don’t
be considered as a payment base.

2.20 “Performance Guarantee” shall mean a duly executed performance guarantee in the
bank form provided by Bank.

2.21 “Commencement Date “ shall mean the date when Company issued the formal written
notice to start the work/service.

ARTICLE 3 – DURATION OF CONTRACT

3.1 CONTRACT shall become binding to the Parties on the Effective Date. Effective Date is
XXXX 2022; all the service shall be completed within 90 days from the commencement
date issued by EBS user department.

3.2 CONTRACTOR agrees that time is of the essence of this CONTRACT and shall complete
the various elements of SERVICES and all the SERVICES within the stipulated reasonable
time periods as approved by Company.
ARTICLE 4 – COMPENSATION

4.1 The total contract value is estimated to be XXX USD; the actual contract value will be
based on the final accepted workload.

4.2 For the satisfactory performance of the SERVICES in accordance with this CONTRACT.

4.3 Except as expressly provided in this CONTRACT, the CONTRACT rates shall be firm
throughout the duration and extension of this CONTRACT and shall not be revised for any
reason whatsoever including but not limited to cost escalation or currency fluctuations.

ARTICLE 5 - INVOICING AND PAYMENTS

5.1 All the payment will be paid via T/T, upon received two original correct and undisputed
invoices, acceptance letter by the user dept and all supporting documents, and the payment will
be as follows:
l Contractor should provide an unconditional and irrevocable performance guarantee in the
amount of 5% of estimated contract price within 21 days against signing the contract; and the
duration should be 90 days plus three months from the contract effective date, and should be
extended if requested.
l Invoice of 95% of total contract value can be submitted after all the required work and service
is completed and accepted by EBS, against final accepted letter issued by EBS user
department.
l The last 5% of total contract value shall be held by Company as quality retention guarantee
and shall be released after one year if there is no problem about the provided service.

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l CONTRACTOR should pay all announcing fee.
l The price should include all the tax and Company shall deduct the withholding tax from
payment amount.
l Relevant invoices will be checked and approved by the finance department in one month.
After finance department’s approval of correct and undisputed invoice and all supporting
documents, the payment will be paid within 2 (two) months from finance department’s
approval date to the available bank account.
l For the first invoice submission, Contractors should provide the following supporting
documents (if applicable): copy of Bid Bond, copy of Performance Guarantee and other
documents if required.
5.2 ACCOUNTING AND PAYMENT CURRENCIES:
The accounting and payment currency of CONTRACT is the Dollar of the United States of
America ("US$").
Beneficiary Name:
Beneficiary's Address:
Beneficiary Bank Name:
Beneficiary Bank Address:
Beneficiary Account Number:
IBAN Number:
SWIFT CODE:
Notice:
Contractor should indemnify the Company any claim arising from the matter of account
above.

Provided Contractor, its Beneficiary, its Beneficiary Bank, its Affiliate, its group, or its agent
(Collectively as “Payee”) is on competent authorities’ blacklist or any type of list with the
nature likewise, including but not limited to any notification from The Iraqi Ministry of Oil or
Midland Oil Company of the Iraqi Ministry of Oil, the Contractor hereby represent and warrant
to Company as follows:
i) Company shall be entitled to stop and postpone all the payments due on Company’s sole
discretion without any compensation to Payee until Payee is removed from such blacklist,
and
ii) Payee shall bear all the legal and financial consequences thereof, and
iii) Payee waives any rights of claims arising out of applicable laws.
iv) If any other 3rd party involved in this project is blacklisted during the contract period,
Contractor shall immediately inform Company and provide alternative after Company
approval.

5.3 Payment made under this Contract shall not constitute an admission by Company as to the
performance by the Contractor of its obligations hereunder and in no event shall any such
payment affect the warranty obligations of the Contractor. No payment made by Company
shall be construed as acceptance in whole or in part of the performance by Contractor of
any of its obligations under this Contract.

ARTICLE 6 – PERFORMANCE GUARANTEE

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Contractor shall provide an unconditional and irrevocable performance guarantee in the amount
of 5% of estimated contract price within 21 days against signing the contract; and the duration
should be 90 days plus three months from the contract effective date, and should be extended if
requested.

ARTICLE 7 - TAX

Contractor shall be responsible to pay any and all taxes and duties levied by Iraqi
government according to the IRAQI taxation law. Company shall deduct withholding tax from
the payment.
Contractor agrees to indemnify and hold harmless to Company from and against any and
all expenses, claims, costs, damages, losses or liabilities due to or arising out of Contractor
being unable to comply with Iraqi Taxation Laws. Provided Company is imposed by relevant
departments of the Iraqi Taxation Office and/or other competent authorities any tax penalty
due to Contractor fails to comply with Iraqi Taxation Laws, Contractor hereby agrees that
Company shall be entitled to deduct full amount of all the tax and penalty from any payment
without prior notice to the Contractor.
If the Contractor fails to pay the tax in full and on time, causing Company to be punished by
the relevant departments of the Iraqi Taxation Bureau, Company has the right to delay the
payment or deduct the tax and fine from the payment.
For the purpose of tax inspection, the Contractor is obliged to provide the information and
relevant documents of its subcontractors to the Tax Bureau or other government department
as required.

ARTICLE 8- INSURANCE
8.1 The CONTRACTOR shall arrange as a minimum the applicable insurances set out in
this Article and ensure that they are in full force and effect throughout the TERM of the
CONTRACT and any extension thereto. All such insurances shall be placed with
reputable and substantial insurers, satisfactory to the COMPANY, and shall for all
applicable insurances (including insurances provided by SUBCONTRACTORS) other
than Employers Liability Insurance/Workmen's Compensation to the extent of the
liabilities assumed by the CONTRACTOR under the CONTRACT, include the
COMPANY GROUP as co-insured. All applicable insurances required under this Article
shall be endorsed to provide that underwriters waive any rights of recourse, including in
particular subrogation rights against the COMPANY GROUP in relation to the
CONTRACT to the extent of the liabilities assumed by the CONTRACTOR under the
CONTRACT. The provisions of this Article shall in no way limit the liability of the
CONTRACTOR under the CONTRACT.
8.2 The applicable insurances required in effect under this Clause shall be legal and valid in
all countries in which the WORK takes place and shall be as follows if applicable:
a) Employers Liability and/or (where the jurisdiction of where the WORK is to be performed
or under which the employees employed requires the same) Workmen's Compensation
insurance covering personal injury to or death of the employees of the CONTRACTOR
engaged in the performance of the WORK insurance in an amount not less than the
standard required by applicable laws and Best international Petroleum industry
Practices and per occurrence or as required by any applicable legislation, whichever
more rigour.
b) Comprehensive General Liability insurance for any incident or series of incidents
covering the operations of the CONTRACTOR in the performance of the CONTRACT,
in an amount not less than the standard required by applicable laws and Best
international Petroleum industry Practices per occurrence and unlimited as to the number
of occurrences; and

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 c) Third Party and Passenger Liability insurance and other motor insurance in an amount
not less than the standard required by applicable laws and Best International Petroleum
industry Practices per occurrence and unlimited as to the number of occurrences; and
d) Applicable Insurance to cover any and all incident(s) including without limitation in
relation to Contractor’s Property, Asset, Equipment, Materials, tools, accessory, spare
parts, vehicle, etc., in an amount not less than the standard required by applicable laws
and Best international Petroleum industry Practices per occurrence and unlimited as to
the number of occurrences; and
e) Applicable Insurance to cover any and all incident(s) during without limitation to
international and inland transportation, mobilization, or demobilization, etc., of
Contractor’s Property, Asset, Equipment, Materials, tools, accessory, spare parts,
vehicle, personnel, etc., in an amount not less than the standard required by applicable
laws and Best International Petroleum industry Practices per occurrence and unlimited
as to the number of occurrences.
8.3 Without limitation of the CONTRACTOR’s obligations and responsibilities, if the
CONTRACTOR subcontracts any part of the WORK, the responsibility and insurance
provisions of each SUBCONTRACT shall be consistent with the CONTRACT and the
SUBCONTRACTORS need not carry any insurance, which would duplicate any
insurances provided by the CONTRACTOR or the COMPANY.
8.4 The CONTRACTOR and its SUBCONTRACTORS, if applicable, shall not commence the
shipment of equipment or materials or commence the WORK at the WORKSITE until all
of the insurances that the CONTRACTOR and the SUBCONTRACTORS are required to
provide are in force and the necessary certificates have been received by the COMPANY.
Prior to commencing the aforesaid activities, the CONTRACTOR shall comply with all
the COMPANY's and insurers' requirements including, but not limited to, allowable
classes of vessels, maximum value concentrations, reports and claim handling
procedures.
8.5 CONTRACTOR's liability under the CONTRACT shall not be restricted, limited or altered
by any stipulation or arrangements in the CONTRACT with regard to insurance or by any
approval by COMPANY of insurance policies except as specifically set out in this Article.
All losses and damages for which CONTRACTOR is liable and all the deductibles on all
insurances referred to in Article【18】LIABILITIES AND INDEMNITIES and this Article1
shall be for CONTRACTOR's account.
8.6 Before commencing the WORK, if applicable, CONTRACTOR shall and shall procure
that SUBCONTRACTORS shall furnish COMPANY with evidence of insurance coverage
as required under this Article. CONTRACTOR shall also provide and shall if requested
by COMPANY procure that SUBCONTRACTORS provide COMPANY with proof
periodically that premiums have been paid in full and, in the case of renewals of such
policy or policies, with evidence of renewal promptly upon receipt of the same.
CONTRACTOR shall make and shall procure that SUBCONTRACTORS shall make no
material alterations to the terms of any policy without prior approval of COMPANY. If an
insurer makes (or purports to make) any such alteration, CONTRACTOR shall promptly
notify COMPANY of any alteration to the terms of insurance provided.
8.7 Should the CONTRACTOR at any time neglect or refuse to provide any insurance
required herein, or should any insurance be cancelled, the COMPANY shall have the
right to refuse to make payments to Contractor and/or forfeit the Performance Guarantee.
In such event, the COMPANY shall authorise a VARIATION in accordance with the
Article headed VARIATION and the CONTRACT PRICE shall be reduced by an amount
equal to the COMPANY'S costs in procuring such insurance.
8.8 The CONTRACTOR shall supply the COMPANY with evidence that the insurance
requirements included in this Article, have been complied with at least ten (10) days
before the part of the WORK to which the particular insurance relates commences.
In the event that any of the insurances are renewable during the performance of the
WORK, the CONTRACTOR shall supply the COMPANY with evidence of renewal of any

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 such insurance at least ten (10) working days before the date of expiry.
8.9 The CONTRACTOR shall cause COMPANY to be included as additional insured and to
be covered by applicable insurances stipulated in Article 8 .2 with respect to the
operations conducted under this CONTRACT and shall cause the insurers thereof to
waive all expressed or implied rights of subrogation against COMPANY. The
CONTRACTOR shall further cause Comprehensive General Third Party Liability
Insurance to contain a “severability-of-interests” (cross-liability) clause, providing that in
the event of one insured Party incurring liability to any of the other insured Parties, the
insurance shall apply for the benefit of the Party against whom claim is or may be made
in the same manner as if separate policies had been issued to insure each Party.
8.10 The CONTRACTOR shall be responsible for, and liable to, and indemnify and hold
harmless COMPANY from and against any and all claims or liability for loss or damage
arising out of any failure to obtain or maintain insurances specified by Article 8.2 or out
of any act or omission which invalidates the said insurances.
8.11 The CONTRACTOR must ensure that, where applicable, its Subcontractors take out and
maintain in effect adequate insurance policies for their personnel and vehicles and for
work executed by them under the CONTRACT, unless such Subcontractors are covered
by the policies taken out by the CONTRACTOR.
8.12 The amounts of the CONTRACTOR furnished insurance called for by Article 8.2 shall be
the minimum and not the maximum limits of liability. The CONTRACTOR may provide
other insurance coverage or higher limits of coverage. COMPANY will bear no financial
liability attributable to deficient insurance coverage by the CONTRACTOR.
8.13 The CONTRACTOR may not satisfy the insurance requirements of this by Article 8 by
being self-insured unless the CONTRACTOR gives advance written notice setting out
clearly which one or more risks that the CONTRACTOR wishes to self-insure for
COMPANY consents. COMPANY may refuse such request to self-insure.
8.14 The CONTRACTOR shall not commence the WORK and shall not allow Subcontractors
to commence the WORK until applicable insurances and approvals for self-insurance, if
any, required by this Article 8 are in force.
Evidence of Insurances
8.15 COMPANY is not required to pay the CONTRACTOR any sum under the CONTRACT
until the CONTRACTOR has fully complied with the obligation to provide evidence of
coverage in accordance with this Article 8.
8.16 No insurance shall be cancelled or materially discharged while the WORK are in progress
without prior COMPANY approval.
8.17 If the CONTRACTOR fails to take out and/or maintain in effect the insurances referred
to in this Article 8, COMPANY may take out and maintain in effect any such insurances
and the cost of such insurances will be a debt due and payable to COMPANY on demand
and may be deducted from or set-off against any payments otherwise due under the
CONTRACT.
Premiums and Deductibles
8.18 The CONTRACTOR will bear the cost of all applicable insurance premiums, deductibles,
excess, exceptions and exclusion in relation to the CONTRACTOR’s Insurances. Any
breach of conditions and/or warranties contained in the policies of insurances shall be in
the account of the CONTRACTOR.
8.19 In the event of any claims the CONTRACTOR’s Insurances, the CONTRACTOR will be
liable and responsible for paying any “deductible” or “excess” under such insurances.
Compliance with Insurances and Vitiation of Policies
8.20 The CONTRACTOR will comply, and ensure that its Subcontractors and suppliers
comply, with the terms and conditions of the CONTRACTOR’s Insurances and the
procedures under such insurances, and must not do or omit to do anything that may

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 render such insurance voidable or unenforceable. The CONTRACTOR will indemnify
COMPANY if COMPANY is unable to recover in full under any such insurance or
insurances as a result of any failure by the CONTRACTOR or its Subcontractors or
suppliers, or its or their respective servants or agents, to comply with such terms and
conditions.
8.21 Neither Party shall take or fail to take any action or, so far as is reasonably within its
power, permit or suffer anything to occur which would entitle any insurer to refuse to pay
any claim under, or otherwise prejudice, any insurance policy maintained under or
pursuant to the CONTRACT.
Conduct of Insurance Claims
8.22 The CONTRACTOR shall notify COMPANY immediately upon receipt of any notice of
claims, incidents or demands or of any situation which may give rise to such claims or
demands being made with respect to this CONTRACT under the said policies. Written
notice of any accident shall be given not later than 2 (two) working days after the
occurrence of the accident. However, for serious accidents (including but not limited to
death or serious injuries) the CONTRACTOR shall advise COMPANY immediately and
then, provide written confirmation within 2 (two) working days.
8.23 Unless otherwise provided in the CONTRACT, the CONTRACTOR will, if so required by
COMPANY, prepare and conduct all and any claims made under the insurance policies
effected pursuant to Article 8 and COMPANY will give to the CONTRACTOR all such
reasonable assistance as may be required by the CONTRACTOR.
8.24 With respect to insurance claims in which COMPANY’s insurable interest is involved, the
CONTRACTOR will not give any release or make any compromise with the insurer
without the prior written consent of COMPANY.
If the CONTRACTOR fails to comply with its obligations under Article 8.22, COMPANY
will be entitled to prepare and conduct any such claims, and the CONTRACTOR will
provide COMPANY with all such reasonable assistance as may be required by
COMPANY, and will indemnify and hold harmless COMPANY from all costs, losses,
liabilities, damage and expenses (including legal costs) suffered or incurred in the
conduct of such claims.

ARTICLE 9 – AUDIT

9.1 CONTRACTOR shall maintain and shall cause its Subsidiaries, Affiliates and
Subcontractors to maintain true and correct records of charges including gift and
entertainment expenses and accounts in connection with the SERVICES and all
transactions related thereto and shall retain all such records and accounts for a period of
not less than thirty-six (36) months after termination or completion of the CONTRACT.

9.2 From the effective date of this CONTRACT and within the time period mentioned above,
Company shall have the right, during regular scheduled business hours, to inspect and
audit the procedures, plans, instructions, controls, records including gift and entertainment
expenses and accounts of CONTRACTOR, its Subcontractors and Affiliates, which are
deemed to be directly pertinent to the correctness of any invoice presented for payment in
connection with the performance of this CONTRACT and verify compliance to the
CONTRACT terms and conditions. Such audit may also cover the application of
CONTRACTOR’s rates in determining the value of SERVICES performed. Company shall
have the right to reproduce any such documents which have been inspected.

9.3 Company’s claims for omissions, corrections or errors in charges and credits for
Company’s account and over-payments of amounts billed by CONTRACTOR and others
noted above may be presented at any time during the course of the SERVICES and before

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 expiry of thirty-six (36) months after termination or completion of the CONTRACT. A written
response to Company’s claim for omissions, corrections or errors in charges and credits
for Company’s account shall be made by CONTRACTOR as soon as possible, and in no
event, later than sixty (60) days from the date of such claims.

9.4 CONTRACTOR shall ensure that the foregoing provisions of this Article are included in all
Subcontracts it may enter into with its Subcontractors and Affiliates who will supply any of
the labor, equipment, materials or services to be provided under this CONTRACT.

ARTICLE 10 – ACCEPTANCE OF SERVICES

10.1 All SERVICES under this CONTRACT shall be performed in accordance with the
CONTRACT to the stipulation of CONTRACT. Company Representative shall, within the
Scope of SERVICES, decide on all matters or questions which may arise as to the
performance and fulfillment of the CONTRACT and his decision thereon shall be final and
conclusive.

10.2 Upon completion of this CONTRACT and all requirements thereof have in the opinion of
CONTRACTOR been met, CONTRACTOR shall so notify Company Representative in
writing. Within thirty (30) days thereafter Company will either notify CONTRACTOR of non-
conformance with the requirements of the CONTRACT or issue a notice of acceptance. In
the former event CONTRACTOR shall at no cost to Company immediately take all actions
necessary to rectify such non-conformance to the stipulation of CONTRACT.

10.3 Notwithstanding the above, acceptance of SERVICES or part thereof or approval of

CONTRACTOR’s activities for the SERVICES or partial payments made to the
CONTRACTOR shall not relieve CONTRACTOR of any of its obligations and/or liabilities
in the CONTRACT.

ARTICLE 11 – WARRANTY

11.1 CONTRACTOR warrants that:

(a) it has the experience and capability, including sufficient and competent
Personnel and ability to perform the Work efficiently, expeditiously and
economically;

(b) it shall continuously furnish skilled and experienced Personnel to perform the
Service;

(c) it shall perform the Service with skill and diligence and in a professional and
careful manner and shall adopt a standard for the Service that is no less than
the generally accepted international petroleum industry standard;

(d) it shall abide by the laws, rules, enactments and regulations prescribed by any
applicable government or body having jurisdiction over the Service;

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 (e) it shall abide by all health, safety and environment standards as set out in this
Contract and as updated and communicated to CONTRACTOR from time to
time;

(f) the Service shall be performed in accordance with the requirements and
conditions of this Contract and any applicable instruction; such instructions
should be within international standards and international codes and practices

11.2 Without prejudice to any other rights or remedies available to Company under this
CONTRACT or otherwise in law, should Contractor failed to perform the Services or Part
thereof as foresaid or make good the defect as required by Company within the specified
period after the Contract Commencement Date, Company shall be entitled to object to and
require CONTRACTOR to remove from the SERVICES any person who, in the opinion of
Company as incompetent, misconduct himself, is negligent in the proper performance of
his duties or is otherwise considered to be undesirable, and in such event CONTRACTOR
shall forthwith remove such person form the SERVICES, and such person shall not be
again employed for the SERVICES without the written permission of Company.
CONTRACTOR shall forthwith replace, at CONTRACTOR’s sole expense, any such
discharged person with a suitably qualified and experienced person satisfactory to
COMPANY. Otherwise, Company shall in addition to its right to invoke any Bank
Guarantee which may have been furnished by the CONTRACTOR or terminate the
Contract.

ARTICLE 12 – INSPECTION

12.1 COMPANY may appoint itself or a third party for the purpose of auditing and advising
COMPANY in matters pertaining to Safety and Quality Assurance. COMPANY and its
authorized representative shall have access to and shall have the right to inspect and audit
all records relating to or bearing upon the SERVICES.

12.2 COMPANY or its authorized representative(s) shall have the right to inspect all tools and
equipment including software and hard ware etc., if applicable, at any time during the
progress of SERVICES. If any tool or item of equipment is, in the opinion of COMPANY or
its authorized representative, unsafe or incapable of carrying out the SERVICES,
CONTRACTOR shall repair or replace it with a safe and capable tool or item of equipment
at CONTRACTOR’s own expense. The foregoing shall not relieve CONTRACTOR of its
responsibility for safety related to tools and equipment.

ARTICLE 13 – CONTRACTOR’S OBLIGATION

13.1 CONTRACTOR shall perform the WORK as required by Company, and ensure to provide
the service in a proper, careful, diligent, safe, efficient and workmanlike manner, and at all
times to ensure the results are acceptable to COMPANY.
13.2 CONTRACTOR shall perform the work/SERVICES in strict adherence to the CONTRACT
including all ANNEXES and appendixes attached hereto and shall comply with and adhere
strictly to Company’s instructions and directions on any matter concerning the SERVICES.
The foregoing shall not however be construed to exclude CONTRACTOR’s duty to
exercise care and diligence, or in any way relieve CONTRACTOR of its obligations and
liabilities as expressed in this Contract.

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13.3 Contractor shall build up the project team with skillful staff to perform the work. Any staff
that the Company doesn’t accept shall be replaced timely and Contractor shall be
responsible for the cost and delay that may be caused by this replacement.
CONTRACTOR shall deploy for the SERVICES only competent and skilled personnel.
Subject to all other provisions of this CONTRACT, CONTRACTOR shall ensure that all
such personnel continue in the functions and responsibilities to which they are assigned
for as long as is necessary to achieve proper completion of the SERVICES.
CONTRACTOR shall not replace the personnel assigned to perform the SERVICES
without prior approval by Company in writing.
13.4 Company shall be entitled, without prejudice to any other rights or remedies available to
Company under this CONTRACT or otherwise in law, to object to and require
CONTRACTOR to remove from the SERVICES any personnel who, in COMPANY'S sole
opinion, is incompetent, incapacitated, misconduct himself, or is negligent in the proper
performance of his duties and in such event CONTRACTOR shall forthwith remove such
person from the SERVICES and such person shall not again be employed for the
SERVICES without written permission of Company. CONTRACTOR shall forthwith
replace, at CONTRACTOR’s sole expense, any such discharged person with a suitably
qualified and experienced person.
13.5 Company shall have the right to deduct any monies due to the CONTRACTOR or enforce
the Bank Guarantee under this CONTRACT in the event and proof of default in payment
of wages by CONTRACTOR for settlement of such claim. Such payment shall be deemed
to be a payment made to the CONTRACTOR by Company and by virtue of this
CONTRACT.
13.6 CONTRACTOR shall advise Company immediately in writing of any labor dispute or
anticipated labor dispute which may be expected to affect the CONTRACTOR’s
performance of the SERVICES.
13.7 If Contractor’s personnel are required to work in worksite, CONTRACTOR must be
responsible for Contractor’s personnel traveling expenses from residency to EBS oilfield
(including repatriate expenses when necessary), visa fee, blood test fee, and other all
expenses, the unit price/lump sum price is unchanged and fixed, no any compensation for
Contractor from Company.
CONTRACTOR shall ensure that all its employees, agents, representatives maintain a
neat, clean and safe state at the Worksite and the operations areas of Company including
any equipment and machinery associated or utilized in the performance of the SERVICES.
13.8 CONTRACTOR shall perform at CONTRACTOR’s own cost any correction to the
SERVICES or part thereof which may be necessary as a result of any defect or deficiency
discovered in the SERVICES or part thereof before issuance of notice of acceptance of
the SERVICES.
13.9 For that part of the SERVICES that is to be performed in the oil fields, CONTRACTOR
shall furnish adequate equipment and tools and safety gears to CONTRACTOR’s
personnel whenever applicable.
13.10 In the execution of the SERVICES, no persons other than the authorized employees or
agents of the CONTRACTOR and the employees or agents of Company shall be allowed
to be at the Worksite without the written consent of Company.
13.11 As the Work progresses, CONTRACTOR shall continually review and control the
scheduling plan to meet the timing objectives set out in this Contract and advise
Company of the status of the Work from time to time.
13.12 CONTRACTOR agrees to perform the Work as required and at the times established
under this Contract.
13.13 CONTRACTOR shall at all times during performance of the Work cooperate with
Company's Personnel.

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13.14 Notwithstanding any involvement by Company in the selection and review of
CONTRACTOR's Personnel who are to provide the Work, or a part thereof, the
CONTRACTOR shall be solely responsible for the suitability of each individual it
appoints, including suitability of education, work experience and character.
13.15 Contractor shall fully consider the local employment and have the obligation to
maintain a good relationship with the local communities. Otherwise, if it fails to work
properly, which may lead to cancel the contract.
13.16 CONTRACTOR shall be responsible to acquire all relevant Governmental or Non-
Governmental approvals and permits, The Company shall provide all necessary
required documents and authorization as supporting document.
ARTICLE 14 – COMPANY’S OBLIGATIONS
14.1 Company will but is not obliged to provide assistance to CONTRACTOR in securing
necessary permits or data from the Government of Iraq, authorities and / or agencies
when required under this CONTRACT. Failure to by Company to obtain and provide
such assistance by Company shall not relieve the CONTRACTOR from the obligation
to secure the same at its own costs.
14.2 Company shall ensure that CONTRACTOR have rights of ingress and egress for its
personnel and equipment to and from the Worksite. Company shall promptly advise
CONTRACTOR of any restrictions, conditions or limitations in Company’s permits or
authorizations affecting the right of entry or operation of CONTRACTOR’s personnel.
14.3 During the time that CONTRACTOR provides Work at the Worksite, Company shall
furnish, at no cost to the CONTRACTOR, the following to CONTRACTOR's Personnel
based on Company’s current situation and resource:
a) First aid and medical attention is available from time to time at Company’s base camp
of field site due to the COMPANY’s current condition and uniform arrangement, if
required.
14.4 COMPANY will provide accommodation and catering for expatriate personnel of
CONTRACTOR for the service (but only Chinese catering can be supplied) at the rate
of fifty (50) USD per day per person, Contractor should be responsible for all the fees.
The relevant cost shall be deducted from the total value and of the contract. Otherwise,
CONTRACTOR shall be responsible for accommodation and food for its personnel
working and staying in its SUPPORTING BASE at its sole cost.
14.5 If the social security situation deteriorates up to the necessary evacuation status and
personnel need to be evacuated from Iraq, COMPANY could provide assistance to the
Contractor’s personnel evacuating to the safety district.
14.6 Company will timely provide the design basic data.
ARTICLE 15 – NOTICES

15.1 All notices required herein shall be in writing and shall be deemed to have been properly
given or made if sent to the respective Party at the address below:

COMPANY: CONTRACT AND PROCUREMENT DEPARTMENT

EBS Petroleum Company Limited (Company)
cp@ebspetroleum.com :

CONTRACTOR:
Attn:

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 Telephone:
Email:

15.2 Either Party may change the person or address to which notices shall be sent by giving
the other Party written notice of such change.

15.3 Written notice or instruction shall be deemed to have been received:

At time of delivery if delivered by courier.

At a time of transmission if sent by facsimile.

At time of receipt or recorded delivery if sent by registered mail.

15.4 If the time of such deemed receipt is not during customary hours of business, notice shall
be deemed, to have received at 10.00 a.m. on the first customary day of business
thereafter.

15.5 The date of any notice shall be the date it is first received at the office of the addressee or
by the addressee, whichever is earlier.
ARTICLE 16 – Company REPRESENTATIVE

16.1 Company Representative shall mean the person or company appointed by Company in
writing as being the person responsible administering the CONTRACT on Company’s
behalf and for issuing any instruction thereunder. Company may change the Company
Representative from time to time and notify of such changes.
16.2 Company Representative or his nominee shall at all times have access to all documents
pertaining to the SERVICES including, but without limitation to time sheets, reports, logs,
specifications, calculations and drawings. Company Representative shall have the right to
make final decisions on all matters that have been undertaken or to be undertaken by
CONTRACTOR personnel.
16.3 Company Representative shall be responsible for and is duly authorized to receive and
act on all matters pursuant to Annex 1 – Scope of Work and other ANNEXES attached
hereto. Only Company Representative or his nominee is authorized to receive on behalf
of Company, notifications, information and decisions of the CONTRACTOR under the
provision of the CONTRACT.
Company’s representative shall be responsible for the verification and approval of all the
invoices submitted by Contractor.
16.4 Company Representative or his nominee shall have the right to reject or disapprove of any
part of SERVICES which does not conform to the CONTRACT and decide on all questions
or issues which arise relating to the performance of the SERVICES.
16.5 Company Representative shall have the right but not the obligation to prohibit the
commencement of SERVICES or to stop any SRVICES in progress if equipment,
personnel or work conditions are considered to be unsafe or not in compliance with
Company’s rules and regulations.

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16.6 Notwithstanding the above, the presence of and the inspection, supervision and approval
by Company Representative shall not relieve CONTRACTOR from obligation and duties
and shall not prejudice Company’s rights under this CONTRACT.
ARTICLE 17 – CONTRACTOR REPRESENTATIVE
17.1 CONTRACTOR shall assign a competent and experienced CONTRACTOR
Representative to be in charge of SERVICES together with any necessary assistance
during its progress, all of whom shall be satisfactory to Company. Such CONTRACTOR
Representative shall have full authority concerning the supply of materials, equipment and
personnel and shall also have full authority to proceed with the SERVICES and every part
thereof in conformity with this CONTRACT. Company shall be entitled to rely on all
decisions and positions of CONTRACTOR Representative as those of CONTRACTOR.
17.2 CONTRACTOR Representative shall supervise, coordinate and ensure the quality of all
aspects of CONTRACTOR’s obligation under this CONTRACT. All contacts with
CONTRACTOR with respect to the SERVICES shall be through the CONTRACTOR
Representative. CONTRACTOR shall designate in writing the name of the CONTRACTOR
Representative within five (5) days after receipt of Company’s notice to commence the
CONTRACT as referred to in the Article 3 entitled “Duration of Contract” hereof.
ARTICLE 18 – LIABILITY / INDEMNITY
18.1 Company’s Property
CONTRACTOR shall indemnify and hold Company, harmless against any damages to or
destruction or loss of equipment or property owned by Company, Co-Venturer or owned
by the Parent companies of Company arising out of any act or omission of CONTRACTOR,
its officers, agents, employees, representatives or Subcontractors without regard to
whether any acts or omission of Company contributed to the damage, destruction or loss.
However CONTRACTOR shall not be responsible for nor liable to indemnify a hold
Company harmless for any equipment or property damage or loss caused solely by the
negligence of Company.
18.2 Employees and Third Parties

CONTRACTOR shall be responsible for and shall indemnify, defend, and hold harmless
Company, its Co-Venturers and their owned, controlled, affiliated and subsidiary
companies and the stockholders, directors, agents, employees, and representative of each,
from and against any and all claims, demands and causes of action brought by any third
parties including but not limited to Subcontractors, officers, agents, employees or
representatives of either Company, its Co-Venturers or CONTRACTOR and against any
and all judgment in respect thereto on account of property damage, destruction, or loss
(other than as provided in Article 18.1) arising out of any acts or omissions of
CONTRACTOR, its officers, employees, agents, representatives or Subcontractors
without regard to whether any acts or omissions of Company or its Co-Venturers
contributed to such injury, death, or property damage.
However, CONTRACTOR shall not be responsible for nor be liable to indemnify and hold
Company harmless from injury, death or property damage caused by the sole negligence
of Company.
18.3 CONTRACTOR shall notify Company immediately of any damage, loss or destruction of
property used in connection with the SERVICES and any injury or death of persons
occurring in connection with the performance of the SERVICES and any injury or death of
persons occurring in connection with the performance of the SERVICES and furnish to
Company adequate written reports pertaining to same.
18.4 CONTRACTOR shall be responsible for all damage or destruction or loss of, from any
cause whatsoever, tools, equipment and other property owned or rented by
CONTRACTOR or its Subcontractors which are used or intended for use in performing the
SERVICES.

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18.5 The indemnity given by the CONTRACTOR shall not be reduced by reasons of any
negligence or omission of Company or Company Representative in failing to supervise or
control the CONTRACTOR personnel or methods of working or to detect or prevent or
remedy defective SERVICES or to ensure proper performance of any other obligations of
the CONTRACTOR under this CONTRACT.
18.6 CONTRACTOR shall notify Company immediately of any incident, claim or litigation
affecting the provisions of this Article.
ARTICLE 19 – LIENS AND CLAIMS
19.1 CONTRACTOR shall indemnify and hold Company harmless from all liens, claims
assessments, fines and levies created, caused or committed by CONTRACTOR or its
Subcontractors and all costs, damages and expenses incidental thereto, including without
limitation all court and arbitration costs, legal fees, and other reasonable expenses.
CONTRACTOR shall notify of such liens and claims.
19.2 Company shall have the right to retain out of any payment to be made under this
CONTRACT an amount sufficient to offset such liens or claims which CONTRACTOR fails
to discharge promptly until such liens or claims is proven to be invalid or is satisfied,
discharged or settled.
19.3 Should there be any lien or claim after all payments hereunder have been made,
CONTRACTOR agrees to refund Company upon demand, all monies that Company may
be compelled to pay to discharge any such lien in consequence of CONTRACTOR’s
default including all costs, legal and professional fees.
ARTICLE 20 – DEFAULT OF CONTRACTOR
20.1 The occurrence of any of the following events shall be deemed a default under this
CONTRACT-
(a) Any attempted transfer or assignment by CONTRACTOR of its rights or duties
under this CONTRACT without the prior written consent of Company; or
(b) The making by CONTRACTOR of an assignment for the benefits of creditors, the
filing by or against CONTRACTOR of petition in bankruptcy or for corporate re-
organization, or the appointment of a receiver or trustee for CONTRACTOR or the
properties of CONTRACTOR; or
(c) The failure of CONTRACTOR to satisfy within thirty (30) days of its entry any final
judgment upon which execution is possible or the attachment of any general lien
against all the real or persona property of CONTRACTOR and the continued
existence thereof for more than thirty (30) days; or
(d) If the CONTRACTOR or CONTRACTOR personnel has in the opinion of Company,
failed to comply with the contract, is incompetent, have acted in manner prejudicial
to Company’s best interest, have failed to comply with Company’s safety or other
rules or regulations, have produced sub-standard SERVICES or for any other
reasons justifiable by Company.
20.2 If CONTRACTOR is in default as aforesaid, Company shall give CONTRACTOR written
notice of such default and require CONTRACTOR to take appropriate corrective action
without however prejudicing any of Company’s rights hereunder on in law or equity.
20.3 Should CONTRACTOR fail or refuse to remedy or fail to commence remedying the matters
complained within twenty (20) days after written notice is received by CONTRACTOR,
Company shall have the right to insist upon CONTRACTOR locating a suitable alternative
contractor to whom the benefits and burdens of the CONTRACTOR thereof shall be
assumed, provided that the choice of such alternative contractor shall be subject to the
approval of Company. Should such control and operations be taken over by an alternative
contractor above, any cost arising out of the control and operations borne by the alternative
contractor or by Company which otherwise would have been borne by the CONTRACTOR
shall be deducted form the amounts due or may become due to CONTRACTOR.

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20.4 Failing the said location of an alternative contractor within the twenty (20) days period after
notice in that regard for Company, Company shall have the right to terminate all or part of
the SERVICES by notice in writing. In either even, Company shall have available to it all
rights and remedies provided in law or equity.
20.5 Notwithstanding the foregoing, in the event of default by CONTRACTOR, Company shall
be empowered and shall have the option to enforce the Performance Guarantee and/or
bank Guarantee, if applicable, for completion of the SERVICES.
ARTICLE 21 – CHANGES
21.1 Changes to the Work and/or Contractor’s Personnel may be required during the
performance of the Contract or any extension thereof and should be handled expeditiously
and effectively by the Parties hereto. Such changes may include but not be limited to
additions, deletions, substitutions, alterations and modifications.
21.2 Company shall have the right, at any time, to make any change but such change shall in
no way affect the rights or obligations of the Parties hereto except as provided in a written
Change Order. All provisions of the Contract shall apply to all changes.
21.3 The Contractor shall not proceed with any change prior to receipt of a Change Order,
unless authorized in writing by Company.
21.4 Should Company desire any change to the Work, it shall advise the Contractor of said
request. The Contractor shall, upon request from the Company, provide Company a
Change Order defining its terms and conditions within fourteen (14) days of such request.
The terms and conditions shall include but not be limited to price, method of payment,
earliest commencement date and any other information deemed necessary.
21.5 When and if Company approves the Change Order, Company will issue to the Contractor
a written Change Order in duplicate original in the form shown in specimen in Annex 3 -
Format of Change Order; Contractor shall sign both duplicate originals of the Change
Order to indicate its receipt, understanding and acceptance of it. After execution by
Company, one duplicate original will be returned to Contractor.
21.6 Any change in the Work proposed or initiated by Company or the Contractor pursuant to
this Article which are due to defects, errors or omissions in the Work which could alter, add
to, change or vary considerably the amount of the Work within the scope of Work or
obligations of the Contractor shall not justify any change to the Contract Price and Contract
schedule in any event. For the avoidance of doubt, any Work to be performed by the
Contractor resulting from instructions which Company was entitled to make under the
Contract so as to ensure compliance with the Contract or comments given by Company
on documents which are subject to comments by Company as provided in this Contract,
shall not be considered as a change in the Work and shall be carried out at the Contractor’s
sole cost.
21.7 No Change Order shall in any way vitiate or invalidate the obligations of the Contractor
under the Contract. The Contractor shall not earn remuneration or reward for unauthorized
Work, nor shall any payment be made therefor.
ARTICLE 22 –SUSPENSION of SERVICES

22.1 At any time, Company may elect at its sole reasonable option to suspend all or any part of
the Contract or the SERVICES for any reason whatsoever and shall give notice to the
Contractor specifying the part of the Contract or the SERVICES to be suspended and the
Effective Date of suspension. The Contractor shall cease performance of the said
suspended part of the Contract or the SERVICES on the Effective Date of suspension.
The Contractor shall continue to perform the unsuspended part of the SERVICES. The
Contractor shall be given sufficient time for orderly removal of Contractor’s Personnel,
Contractor’s Equipment and items not required during the suspension.
22.2 The Contractor shall do whatever is necessary to preserve and protect the SERVICES
already in progress, to protect materials, drawings, documents, Equipment and supplies

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 in transit and at the Worksite against any deterioration, loss or damage and to minimise all
costs to Company and Contractor resulting from such suspension.
22.3 Company shall not be liable to the Contractor for loss of anticipated profits or consequential
loss sustained on account of any suspension of the SERVICES or part thereof.
22.4 Company may, at any time, authorise resumption of all or any part of the suspended
SERVICES by giving reasonable notice to Contractor specifying the SERVICES to be
resumed and the Effective Date of withdrawal of suspension. The SERVICES shall be
resumed by Contractor immediately after receipt of such notice, where applicable.
22.5 In the event Company suspends the Contract or any part thereof due to some default of
or breach of the Contract by the Contractor, or some such default or breach reasonably
anticipated by Company, such suspension shall not in any way affect Company’s
entitlement to exercise its rights under the Contract or under law, and Company may at
any time notify Contractor in writing to take appropriate corrective action failing which
Company shall be entitled to, in addition to any and all other rights Company may
possess, terminate the Contract in accordance with Article 23 (TERMINATION).
ARTICLE 23 – TERMINATION OF SERVICES
23.1 Termination Without Cause:
i) Company may at any time, terminate without cause the SERVICES by giving (14)
days prior written notice to CONTRACTOR that Company intends to terminate the
SERVICES, specifying the SERVICES to be terminated, and the effective date of
termination.
ii) Should Company terminate this CONTRACT without cause, CONTRACTOR shall
stop performance of all SERVICES on the effective date of termination.
iii) Upon receipt and verification of CONTRACTOR’s invoice, Company shall pay
CONTRACTOR all amounts properly due for the SERVICES performed prior to
the date of termination.
23.2 Termination for Cause
i) Subject to Article 20 hereof, Company shall have the right to terminate for cause,
the SERVICES by giving notice in writing. In either event, Company shall be
available to its all rights and remedies provided in law or equity.
ii) On the date on which the written notice of termination for cause given pursuant
to Article 20.2 becomes effective, CONTRACTOR shall stop performance of the
SERVICES. Company shall retain all amounts which are then due and payable
to CONTRACTOR less reimbursements due to CONTRACTOR for its
reasonable and auditable costs incurred in the performance of the SERVICES to
the extent such SERVICES are authorized in advance by Company.
23.3 If Company terminates any part of the SERVICES in accordance with the provisions herein,
CONTRACTOR shall execute and deliver to Company the documents required by
Company with respect to the said part of the SERVICES.
23.4 If this CONTRACT is terminated and if Company so requests, CONTRACTOR shall
immediately make every reasonable effort to cancel existing Subcontracts, purchase
orders or other obligations entered into by CONTRACTOR with Subcontractors, suppliers
or others upon terms satisfactory to Company.
23.5 Company may direct CONTRACTOR to execute and deliver to Company all documents
related to the CONTRACT and required by Company and to take all necessary steps to
fully vest in Company the rights and benefits of CONTRACTOR under supplier and others.
In addition, CONTRACTOR shall do whatever is necessary to preserve and protect the
SERVICES already in progress, to protect materials, drawings, documents, equipment and
suppliers in transit or at the Worksite and to minimize all costs to Company and
CONTRACTOR resulting from the suspension or termination.

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23.6 Except as provided above, in the event of termination hereunder, the Parties shall each be
released and discharged from any claims by one Party against the other in connection with
the terminated SERVICES. Neither Company nor CONTRACTOR shall be liable to the
other for loss of anticipated profits sustained on account of such termination.
23.7 If in the performance of this CONTRACT, CONTRACTOR causes the CONTRACT to be
terminated, Company shall have the option to thereafter enforce the Bank Guarantee
and/or Performance Guarantee.
23.8 If in the performance of this CONTRACT, CONTRACTOR provides services and facilities
in association with or pursuant to its association with a self-operated principal, the Parties
hereby agree that in the event that such association is terminated or for any reason ceases,
Company shall have the option at any time, thereafter, to terminate this CONTRACT upon
written notice to CONTRACTOR.
23.9 Notwithstanding any other provision of this Contract, Company shall not be liable to
Contractor for damages, loss of profits, or otherwise as a result of said termination.
ARTICLE 24 – SUBCONTRACTS AND ASSIGNMENT

24.1 CONTRACTOR shall not assign or Subcontract the SERVICES or any part thereof.
ARTICLE 25 – SAFETY AND HELTH, ENVIRONMENTAL PROTECTION, FIRE PROTECTION
AND SECURITY REGULATIONS.
25.1 CONTRACTOR employees, servants and agents shall strictly comply with all relevant
statutory and Company’s regulations pertaining to health, safety, environmental protection,
fire protection and security regulations which are applicable to the location where the
SERVICES are being performed.
CONTRACTOR shall comply at all times with the requirements of the Company’s safety
regulations including those requirements which may be amended subsequently by
Company from time to time.
CONTRACTOR shall ensure that all materials and equipment to be used in the
performance of the SERVICES comply with all relevant Company’s regulations and
statutory requirements or as may be required by the government or other authorities
having jurisdiction and otherwise meet generally accepted industry and authorities and
Company’s standards for occupational safety and health and capable of performing the
functions for which they are intended. All such equipment requiring Company certification
shall be so certified before they are brought onto Company’s premises or the Worksite.
25.2 CONTRACTOR shall be wholly responsible for the safety of its personnel, servants and
agents and all equipment and shall be responsible for the necessary training of such
personnel, servants and agents on safety and safe working practices. CONTRACTOR
shall ensure that the CONTRACTOR personnel are adequately trained in safety
precautions and safe working practices before they are involved in the SERVICES and
that they are competent to undertake their required duties in a safe and efficient manner.
25.3 CONTRACTOR shall allow Company access at any time to any equipment, personnel,
materials and records involved in the SERVICES to enable Company to:
i) Ensure that the CONTRACTOR complies with he provisions of Sub-Articles 25.1
herein;
ii) Ensure that the CONTRACTOR is carrying out its responsibility under its Safety
Policy;
iii) Conduct, if required, independent investigations into any accident and/or incident
arising out of or in connection with performance of the SERVICES.
25.4 In the event of SERVICES being carried out by CONTRACTOR in an unsafe manner or if
its equipment requires modification or replacement to meet Company’ safety standards,
Company reserves the right to immediately suspend all or parts of the SERVICES, in
accordance with the provisions of the contract in respect of suspension.

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 The suspension notice shall include reasons for Company issuing such notice and shall
outline the steps required to be taken by the CONTRACTOR to rectify the hazard.
CONTRACTOR shall be considered to be in default of its obligations under this Article until
the unsafe working hazard is remedied to the satisfaction of Company.
The refusal or inability of CONTRACTOR to remedy any hazardous working practice or to
perform the required modification or replacement to its equipment within seven (7)
calendar days shall constitute a breach of CONTRACT and Company may have the right
to terminate the CONTRACT in accordance with the provision of the CONTRACT.
25.5 Company and CONTRACTOR agree that their employees, servants and agents shall not
indulge in practical jokes, boisterous behavior, horseplay, scuffing and the like and shall
not permit the use, possession or sale of alcoholic beverages or illegal drugs while at the
Worksite or other Company sponsored premises, and aircraft.
25.6 CONTRACTOR shall ensure that personal protective clothing and equipment provided by
CONTRACTOR pursuant to Article 13.20 are always maintained in good condition. Such
protective clothing and safety gears shall be worn on all relevant occasions as indicated
by notices, instructions and good sense.

25.7 CONTRACTOR shall report any accident and/or incident occurring which involves any
personnel, servants or agents of the CONTRACTOR or equipment immediately to
Company, whether or not any injury to personnel or damage to property occurred. In cases
of injurious and non-injurious incidents judged to be serious by Company, the
CONTRACTOR shall, without additional costs to Company, duly carry out full
investigations and submit a detailed report of the incident to Company within fourteen (14)
calendar days setting out the events relating to the incident, primary and contributory
recurrence.
25.8 CONTRACTOR shall at no cost to Company be responsible for the medical welfare of its
own employees and shall take care of periodic medical examinations, arrangements for
medical attendance, treatment or hospitalization if and when necessary and will arrange
suitable insurance coverage for such contingencies. In case of emergency, Company may
provide the necessary emergency arrangements, the cost of which shall be reimbursed to
Company by CONTRACTOR.
25.9 CONTRACTOR shall take steps to maintain and increase the safety consciousness of their
respective employees, servants and agents by means of immediate correction of unsafe
acts and by means of periodic safety meeting and discussions. The CONTRACTOR shall
ensure that safety meeting shall be attended by CONTRACTOR personnel to improve
safety of working environment and to enhance safety awareness of the attendees.
25.10 In accordance with Company’s policy CONTRACTOR and its respective employees,
servants and agents are required to possess an official pass card whilst on any Company
premises and when going to the oil fields.
ARTICLE 26 – EMPLOYMENT OF PERSONNEL

26.1 CONTRACTOR shall employ on the SERVICES only competent and skilled personnel.
Before commencement of any service, COMPANY shall have the right to go for an
interview with each employee recommended by contractor. Only approved personnel shall
conduct the service, otherwise no rate shall be paid. Subject to all other provisions of this
Article, CONTRACTOR shall ensure that all such personnel continue in the functions and
responsibilities to which they are initially assigned for as long as is necessary to achieve
proper completion of the SERVICES. CONTRACTOR shall not change the personnel
assigned to perform the SERVICES without prior approval from Company in writing.

26.2 Company shall be entitled, without prejudice to any other rights or remedies available to
Company under this CONTRACT or otherwise in law, to object to and require

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 CONTRACTOR to remove from the SERVICES any person who, in the opinion of
Company as incompetent, misconduct himself, is negligent in the proper performance of
his duties or is otherwise considered to be undesirable, and in such event CONTRACTOR
shall forthwith remove such person form the SERVICES, and such person shall not be
again employed for the SERVICES without the written permission of Company.
CONTRACTOR shall forthwith replace, at CONTRACTOR’s sole expense, any such
discharged person with a suitably qualified and experienced person satisfactory to
COMPANY.

26.3 CONTRACTOR and its employees, agents, representatives and Subcontractors who are
engaged in the performance of the SERVICES shall comply with and abide by and enforce
at its sole expense any rules, regulations and standards on safety, fire protection,
environmental protection and security regulations as set forth by Company in its safety
manuals, policies and special instructions.

26.4 Failure of the CONTRACTOR’s or Subcontractor’s personnel to follow the regulations and
safety procedures may cause Company to withhold payments. The malpractice and
consequences shall be recorded and used by Company in consideration of future projects.
ARTICLE 27 – SERVICE AUTHORISATION

27.1 Company shall have the right at any time to require the performance of any services
described in annex 1 – Scope of Work. The Services will be done following the Company’s
Instruction.

27.2 CONTRACTOR shall not proceed with any SERVICES, unless authorized in writing by
Company Representative.
ARTICLE 28 – FORCE MAJEURE

Where any Force Majeure event renders impossible or hinders or delays the performance
of any obligation, or the exercise of any right under the Contract, then the failure of
Contractor to perform such obligation, except the obligation to pay money due for Work,
shall not be treated as failure or omission to comply with the Contract.

Upon the occurrence of any Force Majeure event, the Party so affected in the discharge of
its obligation shall promptly give written notice of such event to the other Party. The affected
Party shall make every reasonable effort to remove or remedy the cause of such Force
Majeure or mitigate its effects as quickly as may be possible.

The events falling within Force Majeure include but are not limited to any acts imposed by
the government, any regulatory bodies which have a material impact on the performance of
the Work, border closures, acts of God or force of nature, landslide, lightning, earthquake,
and acts of war (declared or undeclared) or public enemy, general strike(excluding strikes,
lockouts or other industrial disputes or action solely amongst employees of Contractor or its
Subcontractors, or caused by Contractor’s poor pay or Working conditions, or caused by
Contractor’s own default), blockade, embargo, quarantine, public disorder, sabotage,
accident or similar events beyond the control of the Parties or either of them. Including travel
restrictions and safety measures related to Corona Virus or any epidemic.

However, Force Majeure shall not include:

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 (a) late delivery of materials caused by congestion at Subcontractors’ or suppliers’ plants
or elsewhere, and/or the oversold condition of the market, inefficiencies, or similar
occurrences; or
(b) late performance by Contractor and/or a Subcontractor caused by unavailability of
Equipment, supervisors, or labour; or mechanical breakdown of any item of Contractor's or
its Subcontractor’s, Equipment plant, or machinery; or financial distress of Contractor or
Subcontractor.
(c) strikes occurring among the employees of Contractor or its Subcontractors; any
instability in Iraq known, or should have been known, to Contractor when entering into the
Contract;
(d) shortage of staff and labour; act of a Governmental Authority in relation to visas, Work
permits and immigration approvals for Contractor’s Personnel;
(e) changes in market conditions; or
(f) the insolvency of any Subcontractor.
Notwithstanding the above, at no time during the duration of the Contract, shall either the
security conditions prevailing in the Worksite and/or the Contract Area, or the political and
security conditions generally prevailing in the Republic of Iraq on the Effective Date
constitute a condition of Force Majeure unless the condition prevents the implementation of
the Work.
Any delay or failure in performing by either Party thereto shall not constitute default
hereunder or give rise to any claim for damage or loss of anticipated profits if, and to the
extent that such delay or failure is caused by Force Majeure.
ARTICLE 29 – CONFLICT OF INTEREST

29.1 CONTRACTOR shall exercise reasonable care and diligence to prevent any actions or
conditions from arising which could result in a conflict with Company’s best interest. This
obligations shall apply to the activities of the employees and agents of CONTRACTOR in
their relations with Company’s employees and their families, and with suppliers and third
parties arising form the CONTRACT or related to the performance of the SERVICES.

29.2 CONTRACTOR’s efforts shall include, but not limited to, establishing precautions to
prevent its employees or agents from making, receiving, providing or offering gifts,
entertainment, payments, loans or other considerations for the purpose of influencing
individuals to act contrary to Company’s best interest.
ARTICLE 30 – WAIVERS

30.1 The failure of Company to exercise any option, right or privilege hereunder, or to demand
compliance as to any obligation or covenant shall not constitute a waiver of any such right,
privilege or option or the strict performance thereof unless an expressed waiver is properly
executed and evidenced in writing.

30.2 Waivers by Company of any breach or non-observance by CONTRACTOR or any of the

terms and conditions of this CONTRACT shall not constitute or be construed as a waiver
of any other terms or conditions.

ARTICLE 31 – COMPLIANCE WITH LAW

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31.1 CONTRACTOR and its Subcontractor shall be subject to all applicable laws in connection
with the SERVICES. If CONTRACTOR or its Subcontractors perform any part of the
SERVICES contrary to law, then CONTRACTOR shall bear any additional costs of the
SERVICES resulting from said violation and correction thereof. For the purpose of this
Article, “law” includes any laws (national, state, municipal, local or others) and any
requirement, ordinance, rule or regulation of any governmental authority or agency
(national, state, municipal, local or other).

31.2 CONTRACTOR shall abide by the Iraq’s law and register company or office in Iraq,
CONTRACTOR should be fully responsible for all liability, in case of failure to complete it,
CONTRACTOR shall protect and indemnify COMPANY and hold COMPANY safe and
harmless from any and all claims or liability.

31.3 CONTRACTOR shall comply with all applicable laws and regulations relating to Ministry of
oil of IRAQ within effective period of the contract.

31.4 CONTRACTOR shall, at CONTRACTOR’s own cost, obtain all necessary licenses for
CONTRACTOR to do business in the country or countries and relevant authorities thereof
wherein any part of the SERVICES is performed and shall obtain all permits and
authorizations required by law that must be obtained in CONTRACTOR’s name and shall
give all required notices.
31.5 CONTRACTOR guarantees that CONTRACTOR shall perform SERVICE in full
compliance with laws and regulations and with all relevant industry practice standards and
shall ensure said compliance in all matters pertaining or ancillary thereto. Without limiting
the generality thereof, the foregoing shall apply to all operations involved in or ancillary to
SERVICE, transportation of persons, employment of foreign and domestic employees or
agents, contracting, taxes and custom duties. Furthermore, CONTRACTOR agrees to
respect the directives and regulations in force in Iraq.
31.6 CONTRACTOR shall defend, indemnify and hold Company harmless from all forms of
penalty which may be imposed on Company by reason of any alleged or violation of law
by CONTRACTOR or its Subcontractors and also form all claims, suits or proceedings that
may be brought Company arising under, growing out of , or by reason of the SERVICES
with respect to such alleged or violation of law whether brought by employees of
CONTRACTOR or its Subcontractors or by third parties or by any governmental authority.
ARTICLE 32 – CONFIDENTIALITY

32.1 CONTRACTOR shall obtain written approval from Company prior to making any public
release or announcement regarding SERVICES or CONTRACTOR’s activities related to
its participation in the SERVICES.

32.2 CONTRACTOR shall at all times hold confidential and shall not, without Company’s prior
written approval, divulge to third parties or Affiliates or use for any other purpose than that
of the CONTRACT any technical information, any processes, process data or calculations
or any drawings or designs showing the equipment, devices and machinery by which the
processing is to be performed or carried out or disclosed, in regard to the SERVICES.

32.3 Upon completion of the SERVICES or upon receipt by CONTRACTOR or Company’s

notification of termination of the SERVICES or any part thereof as the case may be
CONTRACTOR shall return to Company all documents, drawings and data provided to
CONTRACTOR by Company. CONTRACTOR may keep one record copy in confidence
provided it is approved in writing by Company.

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32.4 CONTRACTOR shall ensure that the provisions of this Article are adhered to by its
employees, its Subcontractors and their respective employees and shall notify Company
promptly upon discovery any instance where the requirements of this Article have not been
complied with.
32.5 This Article shall continue in force notwithstanding the completion, or earlier termination of
this CONTRACT.
ARTICLE 33 – ARBITRATION
Any dispute arising out of or in connection with this contract, including any question
regarding its existence, validity or termination, shall be referred to and finally resolved by
arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference
into this clause.
The number of arbitrators shall be three.
The seat, or legal place, of arbitration shall be London, UK.
The language to be used in the arbitral proceedings shall be English.
The governing law of the contract shall be the substantive law of Iraq.
Notwithstanding any reference to mutual consultation, arbitration hereunder, the parties
shall continue to perform their respective obligation under the CONTRACT unless otherwise
agreed
ARTICLE 34 – INDEPENDENT CONTRACTOR
34.1 CONTRACTOR is an independent contractor and neither CONTRACTOR nor its
employees or their employees are agents or employees of Company. The entire
performance, operation, management and control of CONTRACTOR’s equipment and
personnel shall be under the exclusive control and command of CONTRACTOR.
CONTRACTOR’s primary purpose shall be to perform all acts necessary to execute the
SERVICES consistent with safety and good oilfield practice.
34.2 It shall be the sole exclusive of the duty of CONTRACTOR to determine at all times
whether the SERVICES can be safely continued or undertaken. It shall be
CONTRACTOR’s duty to inspect all that cargo and items of equipment stored at the
Worksite and at CONTRACTOR’s base are in a proper manner and that CONTRACTOR’s
equipment is in all respect suitable to undertake any contemplated operation under the
then existing working conditions.
34.3 The presence of and the inspection and supervision by Company Representative on the
Worksite shall not relieve CONTRACTOR from CONTRACTOR’s obligations and
responsibilities.
34.4 CONTRACTOR shall have no authority to make any statements, representation or
commitments of any kind or to take any action which shall be binding upon Company
except as provided for herein or authorized by Company.
ARTICLE 35 – GOVERNING LAW AND LANGUAGE

35.1 The governing law of the contract shall be the substantive law of Iraq.
35.2 The governing language of this contract shall be English.
ARTICLE 36 – COPYRIGHTS, PATENTS AND TECHNICAL INFORMATION
36.1 CONTRACTOR shall promptly give notice to Company if CONTRACTOR has or acquires
knowledge of any copyright under which suit for infringement could reasonably be brought
because of the use by Company of any designs, processes, methods or work products
information incorporated by CONTRACTOR in the performance of SERVICES. Following
notification to Company, CONTRACTOR shall not incorporate into the SERVICES these

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 designs, processes, methods or work products information without Company’s prior written
approval.
Where designs, processes, methods and work products information specified and used by
CONTRACTOR in the accomplishment of services infringe any copyright, CONTRACTOR
shall indemnify, defend, hold Company and their Affiliates harmless form and against any
and all claims, demands or causes of action of whatever nature and shall further agree to
pay all costs, including counsel and witness fees, court costs, awards, damages and all
expenses incurred by or assessed against Company resulting from such claims, demands
or causes of action.
In case of the said designs, processes, and methods and work products information or any
part thereof is held by such a suit to constitute infringement and its use enjoined,
CONTRACTOR shall at its own expense either procure Company the right to continue
using designs, processes, methods and work products information or replace the designs,
processes, methods and work products information with non-infringing designs, processes,
methods and work products information or modify the designs, processes, methods and
work products information so as to remove the infringement. Where, however, an
infringement of any copyright occurs as to design, process, method and work products
information expressly specified by Company, Company shall indemnify and save
CONTRACTOR harmless from any loss on account of claims for copyrights infringement
against CONTRACTOR provided that CONTRACTOR notifies Company immediately
upon receiving notice of infringement.
36.2 Patents
In the event CONTRACTOR files a patent application in which any of the technical
information provide to CONTRACTOR by Company or by any subsidiary or affiliate is
disclosed, CONTRACTOR agrees to provide Company with a copy of such application. If
such application includes technical information which Company or its affiliates consider
proprietary, CONTRACTOR shall not permit the publication in any country of a patent
based on such application without Company’s prior written approval.
36.3 Technical Information
Title to all drawings, specification, requisitions, calculations, and other patent documents,
design concepts, technical information as well as computer programs contained therein
prepared by CONTRACTOR or its Subcontractor pursuant to the CONTRACT or any
invention developed from the information received, shall be vested in Company or any
subsidiary or Affiliate for any other purpose.

36.4 CONTRACTOR shall ensure that any Subcontracts, between CONTRACTOR and its
Subcontractors or suppliers contain a provision of similar effect as to this Article.
ARTICLE 37 – TITLE
37.1 All materials, raw data, field logs, documents drawings and calculations covered by this
CONTRACT in respect of the SERVICES and each part thereof, and everything intended
for incorporation therein, shall as soon as they are appropriated to the SERVICES be sole
and unencumbered property of Company. All such materials, raw data, field logs,
documents, drawings and calculations shall be deemed to be exclusively intended for and
appropriated to the SERVICES. CONTRACTOR shall ensure that no lien or encumbrance
shall arise on any of Company’s property.
37.2 When under this Article, or the Article entitled “Termination of SERVICES”, title in the raw
data, field logs, documents, drawings, calculations and materials or part thereof passes to
Company, CONTRACTOR shall, where practicable, clearly mark or identify same in a
manner approved by the Company’s Representative stating that the said raw data, field
logs, documents, drawings, calculations and materials or part thereof are the property of
Company. The Company Representative shall be entitled at all reasonable times to
inspect the said raw data, field logs, documents, drawings, calculations and materials or
part thereof at all areas where the SERVICES is being or has been performed to ensure

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 that this Article has been observed and, if it has not been observed, to clearly mark or
identify the equipment and materials at CONTRACTOR’s cost.
37.3 CONTRACTOR hereby waives any liens or claims which or might have at any time on or
against any material raw data, field logs and document, drawings and calculations which
is to be incorporated into the SERVICES.
ARTICLE 38 – ENTIRE AGREEMENT
38.1 This CONTRACT constitutes the entire agreement between Parties hereto and includes
all prior negotiations, representation or agreements related to the CONTRACT, either
written or oral, including Company’s bid document and CONTRACTOR’s proposal(s)
except to the extent they are expressly incorporated into this CONTRACT. No changes,
alterations or modifications to this CONTRACT shall be effective unless in writing, and
executed by Company and CONTRACTOR.
38.2 In the event that Performance Guarantee is required, the Parties recognise that this
CONTRACT is subject to the execution of the Performance Guarantee in the form of bank
and confirmed by Company, by parent company or associate companies of
CONTRACTOR approved by Company.
ARTICLE 39 – NON-EXCLUSIVE AGREEMENT
This contract is non-exclusive and Company reserves the right to engage other contractors
to perform similar or identical work. CONTRACTOR shall afford such other contractors
adequate opportunity to carry out their contracts and shall accomplish the SERVICES in
corporation with those contractors and with Company.
ARTICLE 40 – LIQUIDATED DAMAGES
40.1 The parties hereby covenant and agree that if CONTRACTOR fails for any reasons other
than Force Majeure to complete the SERVICES or parts thereof by the required completion
dates as specified in the Scope of SERVICES , and without prejudice to any other rights
which Company may have hereunder, CONTRACTOR shall pay to Company by way of
liquidated damages and not as a penalty, a sum equal to
( *25%) per day. The cumulative maximum limit of
liability for the delay is 25% (twenty-five percent) of the total contract value. If the liquidated
damage reach 25% of the total contract value, Company shall be entitled to terminate the
Contract without any compensation to Contractor by giving prior written notice.
40.2 Company may, without prejudice to any other method of recovery, deduct the amount of
such damages from any monies due or which may become due to CONTRACTOR. The
payment or deduction of such damages shall not relieve CONTRACTOR from its
obligations and liabilities under this CONTRACT.
ARTICLE 41 – LIMITATION OF LIABILITY

In no event shall either Party be liable to the other for any indirect or remote losses of any kind.
ARTICLE 42 – SURVIVAL

Any provision of this CONTRACT pertaining to any promise by one Party to indemnify the other or
to limitations of liability shall survive any termination, repudiation, or other cancellations of this
CONTRACT.
ARTICLE 43 – ACTIONS ON BEHALF OF Company

43.1 CONTRACTOR shall take no action on behalf of Company in the performance of the
SERVICES hereunder which would subject either Party to liability or penalty under any
laws, rules, regulations or decrees of any governmental authority.

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43.2 CONTRACTOR shall have no authority to make any statements, representations or
commitments of any kind or to take any action which shall be binding upon Company,
except as provided for herein or otherwise authorized in writing by Company.

43.3 CONTRACTOR shall notify Company promptly upon discovery of any instance where
CONTRACTOR has not complied with the requirements of this Article.
ARTICLE 44 – APPROVALS

The Parties acknowledge that this Contract is subject to the approval of The Government of Iraq.
IN WITNESS WHEREOF, the Parties have caused this CONTRACT to be executed in duplicate
originals in their respective corporate names by their respective officers, thereunder duly
authorized, as of the date and year first above written.
ARTICLE 45 – General Business Ethics and EBS Code of Conduct

45.1 Anti Bribery and Anti Corruption Undertakings

45.1.1 CONTRACTOR agrees and undertakes that in connection with the CONTRACT and the
transactions contemplated by the CONTRACT, it shall comply with all applicable laws,
rules, regulations, decrees and/or official governmental orders of HONG KONG China,
People’s Republic of China, Republic of Iraq, United States of America, United Kingdom
of Britain, United Nations and any country in which the SERVICES/WORK performed
relating to anti-corruption and anti-money laundering.

45.1.2 CONTRACTOR represents, warrants, and covenants that no government official shall have
during the term of the CONTRACT a direct or indirect interest in CONTRACTOR or in the
CONTRACT, or in the proceeds thereof, and it shall notify COMPANY promptly and in
writing of any change in the foregoing.
45.1.3 CONTRACTOR agrees, undertakes and confirms that it, and each of its
AFFILIATES, and its SUBCONTRACTORS, and its and their respective owners, directors,
officers, employees, agents, personnel and representatives, has not made, offered,
promised to make or authorized the making of, and shall not make, offer, or promise to
make, or authorize the making of, any payment or other transfer of anything of value,
including without limitation the provision of any funds, services, gifts or entertainment,
bribes, or so-called "facilitation fees" or "grease fees" in connection with
SERVICES/WORK, directly or indirectly to:
(a) any government official, including without limitation, any minister, civil servant, director,
officer or employee or other official of any government or any department, agency or
instrumentality thereof, and/or of any government-owned or controlled company, any
company or enterprise in which a government owns an interest, and/or of any public
international organization, or any close family member of any of the foregoing; and all
directors, officers and employees of the national oil company in the country for which
the SERVICES/WORK is being performed or any other state-owned companies,
agencies, bodies or entities; and any person acting in any official, administrative or
judicial capacity for or on behalf of any such government or department, agency,
instrumentality, company, or public international organization, including without
limitation any judges or other court officials, military personnel and customs, police,
national security or other law enforcement personnel.
(b) any director, officer or employee of COMPANY or COMPANY’S AFFILIATES;
(c) any political party, official of a political party, or candidate for public office; or
(d) any agent or intermediary for payment to any of the foregoing;

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 for the purpose of obtaining or influencing the award of the CONTRACT or for any improper
advantage or improper purpose in connection with the performance of the CONTRACT
and the transactions contemplated hereunder or in connection with any other business
transactions involving the COMPANY, if and to the extent that to do so is or would be in
violation of or inconsistent with the principles or requirements of any anti-bribery or anti-
money laundering laws applicable to COMPANY or to CONTRACTOR, or to their
respective parent companies, and/or the anti-corruption or anti-money laundering laws of
any country in which the SERVICES/WORK are performed or related. Notwithstanding the
foregoing undertakings, CONTRACTOR agrees to notify COMPANY promptly upon
discovery of any instance where CONTRACTOR has failed to comply with any provisions
of this ARTICLE 45.

45.1.4 CONTRACTOR agrees to cooperate with COMPANY as COMPANY may request

in making its books, records, and personnel available in connection with any investigation
conducted by COMPANY or competent authorities of matters that may implicate
transactions or activities carried out by CONTRACTOR in connection with the CONTRACT.
CONTRACTOR shall also provide COMPANY with such further assurances or certificates
that COMPANY may request from time to time during the term of the CONTRACT relating
to matters covered by this ARTICLE 45, and CONTRACTOR shall certify to COMPANY in
writing its compliance with this ARTICLE 45 on an annual basis.
45.1.5 If CONTRACTOR defaults in the performance of its obligations as set out in this
ARTICLE 45, COMPANY may, without prejudice to its other rights, terminate the
CONTRACT by giving notice in writing to CONTRACTOR with immediate effect and
without prejudice to any other rights or remedies COMPANY may have hereunder or at
law (including, as applicable, the right to damages for breach of contract), COMPANY shall
have the right to suspend any payment due and/or terminate the CONTRACT with
immediate effect if COMPANY reasonably believes in good faith that any of the
agreements, covenants, confirmation, acknowledgement, undertakings, or requirements
set forth in this ARTICLE 45 have not been complied with or fulfilled by CONTRACTOR in
any material respect.
45.1.6 CONTRACTOR further agrees and undertakes with respect to any
SUBCONTRACTOR it may engage in connection with the CONTRACT or any other
business transactions in any country in which the SERVICES/WORK are being performed
that:

(a) it shall conduct appropriate due diligence prior to appointing or engaging such
SUBCONTRACTORS to ensure that they are duly qualified to perform the tasks for which
they have been engaged and that they are of good reputation; and
(b) it shall cause all such SUBCONTRACTORS to agree, in writing, to compliance with laws
and anti-corruption obligations and undertakings substantially equivalent to those set forth
in this ARTICLE 45;

45.1.7 The Contractor shall provide a Certificate of Non-Criminal Conviction for employee(s) of
the Contractor or its Subcontractor issued by the competent authorities when requested
by the Company in writing.

45.2 EBS Code of Conduct

In connection with CONTRACTOR'S performance of the CONTRACT, CONTRACTOR
undertakes that it has carefully reviewed, and undertakes and agrees to act consistently
with, the EBS Code of Conduct available at the www.ebspetroleum.com website which
CONTRACTOR agrees that COMPANY may opt to update or modify from time to time,
and to adhere to the principles in the EBS Code of Conduct in connection with
CONTRACTOR'S performance of the CONTRACT. Failure to comply with this provision

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 may give rise to termination with immediate effect pursuant to this ARTICLE 45 for
CONTRACTOR default.
IN WITNESS WHEREOF, the Parties have executed this Contract in duplicate originals by each
Party’s officer, thereunder duly authorised, as of the Effective Date.

Company CONTRACTOR

For and on behalf of For and on behalf of

EBS Petroleum Company Limited xxxxxx

General Manager xxxxxx

Mr. Lu Lize Mr. xxxxxx

________________ ________________

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