The Subcontract No.

:
分包合同编号：

SUBCONTRACT AGREEMENT
分包合同协议书

For

Pipe installation and welding work

管道安装和焊接⼯程

For
THE GREATER KARACHI BULK WATER SUPPLY SCHEME K-IV Phase-I
巴基斯坦卡拉奇4号供⽔管线项⽬

Made by and Between:

THE CONTRACTOR: CHEC-AFI JV

THE SUBCONTRACTOR:

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This subcontract agreement (hereinafter "Agreement") is made the day of . 2022

本分包合同协议书由以下双⽅当事⼈于2022年 ⽉__⽇签订；
Between
CHEC-AFI Joint Venture an organization duly established and existing under the laws of Pakistan
, with registration number 9644147-8 having its registered office at Plot No. 21-a, Street No. 16,
Khayaban-e-Tanzeem, DHA phase V, Karachi (the "Contractor ");
中国港湾⼯程有限公司和AFI联合体，按照 巴基斯坦 法律正当设⽴并存续的⼀家组织机
构，其注册地址为 Plot No. 21-a, Street No. 16, Khayaban-e-Tanzeem, DHA phase V, Karachi ，
注册登记号为 9644147-8 ，以下称为“承包商”）；以及
And
a company duly established and existing under the laws of pakistan, with
registration number having its registered office at , (the
“Subcontractor");
有限公司，按照巴基斯坦法律正当设⽴并存续的⼀家公司，其注册地址
为，注册登记号为 ，以下称为“分包商”）签订。
。
Each of the above is hereinafter referred to individually as a "Party" and collectively as the
“Parties".
上述签约⽅单独成为“⼀⽅”，合称“双⽅”。
Unless otherwise stated, references to a Clause or Sub-Clause are references to the clause or sub-
clauses of this Agreement.
除⾮另有说明，协议书中提及引⽤的条款或⼦条款即指本协议的条款或⼦条款。

WHEREAS/鉴于:

A. The Contractor was announced as the successful Bidder for the Construction of THE
GREATER KARACHI BULK WATER SUPPLY SCHEME K-IV Phase-I PL1in pakistan
and following the announcement, on June 9, 2022, a contract (the “Main Contract”) was
signed and entered into by WATER ANDPOWER DEVELOPMENT AUTHORITY (the
“Employer”);
a. 承包商中标巴基斯坦卡拉奇4号供⽔管线项⽬⼀标,并于2022年6⽉9⽇与WATER AND
POWER DEVELOPMENT AUTHORITY （业主）签订了总包合同；
B. the Contractor wishes to engage the Subcontractor execute Pipe installation and welding
work Construction (hereinafter the “Subcontract Works”) and the remedy of any defect
therein according to the Main Contract, BoQ, SoW (as defined below), subject to the terms
and conditions set forth herein;
b. 承包商将该项⽬的管道安装和焊接⼯程施⼯⼯程分包给分包商，分包商根据主合同、
⼯程量清单、⼯作范围（定义⻅下⽂）及本协议规定的条款及条件，实施、完成分
包⼯程并补救其中的任何缺陷；
C. The Subcontractor confirmed that it is willing and able to execute and complete such works
and all in accordance with this Subcontract;
c. 分包商承诺其⾃愿并能够按照分包协议的规定实施，完成该项分包⼯程；
D. The Subcontractor confirmed that it has the experience, expertise, resources, manpower,
know-how, technological means and capabilities required in order to execute the
Subcontract Works at a high standard and in accordance with the provisions of this
Agreement, and that it fully understands the nature of the risks and responsibilities involved
in the performance of the Subcontract Works; and
d. 分包商承诺其具备施⾏本分包⼯程所需的⼯程经验、资源、⼈⼒、专业知识、技术和
能⼒，能够以专业并负责任的精神，以符合最⾼的专业标准及良好的业务惯例来进
⾏分包⼯程施⼯，并认真考虑了本分包合同的全部⻛险和责任；
E. The Subcontractor confirmed that it is and shall be duly registered in accordance with the
Law, with sufficient classification and scope required for the performance of the
Subcontract Works, and that it maintains its standing, license and registration in effect
throughout the duration of the Agreement, the Subcontractor shall comply with health,
safety and environment regulation.
e. 分包商承诺其为依法注册公司，且已按施⾏本分包⼯程所需的业务类型及范围进⾏注
册，并在整个分包期间保证其注册状态、许可证和登记⾏为的有效性，分包商承诺
严格遵守项⽬所在国有关健康、安全和环境的法律法规。
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
承包商和分包商就分包⼯程施⼯事项经协商达成⼀致，订⽴本协议书：
1.Documents Forming This Agreement
组成本分包合同的⽂件顺序如下（详⻅附件）:
1.1 This Agreement is comprised of the documents set forth below, attached as annexes to this
Agreement (the "Agreement Documents"):
1.1本分包合同协议书:
1.1.1 This Agreement and any supplementary agreement or amendments of the Subcontract;
1.1.1本合同及任何补充协议；
1.1.2 Scope of Work (Annex A);
1.1.2附件A：⼯作范围；
1.1.3 ;Preliminary Design Drawings and Technical Information relevant to the Subcontract
Works (Annex B);
1.1.3附件B：与分包⼯程有关初步设计图纸与技术规范;
1.1.4 ；Subcontract BoQ (Annex C)；
1.1.4附件C： 分包合同⼯程量清单 ；
1.1.5 Time Schedule and Milestones (Annex D);
1.1.5 附件D: 进度计划-⾥程碑计划；
 1.1.6 The Contractor’s QC Regulations (Annex E);
1.1.6附件E：质量条款；
1.1.7 The HSE Regulations (Annex F);
1.1.7附件F：健康、安全、环境条款；
1.1.8 The Insurances that the Subcontractor shall Provide in accordance with Sub-Clause 24
(Annex G);
1.1.8附件G：根据第24条要求提供的保险；
1.1.9 The List of Documentation and Requirements that Apply to the Subcontractor and the
Subcontract Works for the Purpose of Approval by the Employer (Annex H)
1.1.9附件H：获批⽂件清单；
1.1.10Standard Terms of Compliance Protection (Annex I)
1.1.10附件I：合规保护标准条款
1.1.11 The Documents Related to the Subcontract Works (Annex J) (if any);
1.1.11附件J：与分包⼯程有关的其他⽂件（如有）；
1.2.The relationship between the Agreement Document shall be as follow:
1.2分包合同协议⽂件关系如下：
1.2.1. In relation to discrepancies between this Agreement and Annex A, this Agreement shall
prevail.
1.2.1.本协议与附件A若存在不⼀致的，以本协议内容为准。
1.2.2.This Agreement and Annex A, B are mutually explanatory and do not have a hierarchical
relationship between themselves. If the Subcontractor identifies any discrepancy between those
documents or more than one possible interpretation in relation to the relationship between those
documents, it shall raise it with the Contractor as soon as possible for the Contractor to clarify
such inconsistency or interpretation, and the Subcontractor shall be required to follow or act in
accordance such clarification given by the Contractor.
1.2.2.分包合同协议书所列的分包合同组成⽂件应能互相解释，互为说明。若分包商发现
任何混淆或⽭盾之处，应尽快向承包商提出，以便承包商澄清此类不⼀致或进⾏解释，
分包商应遵守或按照承包商给出的澄清执⾏。
2.Approval of Employer and the Contractor
2.获得业主及承包商的批准
2.1.The Subcontractor shall provide all necessary information, credentials and good standing
documents, including without limitation to registrations, certificates, licenses, permits,
authorization, curriculum vitae, letters of reference, methods of working, equipment records and
any other information and documents that may be required by the Employer and/or the
Contractor, for the approval of the Subcontractor or for any other approvals that may be
applicable under the Main Contract in relation to the Subcontract Works.
2.1分包商应提供所有必要信息、证书及良好的信誉⽂件，包括但不限于登记、证书、执
照、许可证、授权书、履历表、施⼯⽅案、设备记录以及业主或承包商可能要求的其他
信息、⽂件材料，⽤于完成施⼯许可审批，或⽤于根据主合同规定的适⽤于分包⼯程的
其他任何审批程序。
2.2. As guidance, a list of documentation currently required in relation to the Subcontractor and
the Subcontract Works is included in Annex C.
2.2作为指引⽬录，附件C列举了当前分包商实施分包⼯程所要求的⽂件清单。
2.3. Approval of the Subcontractor and its design and methodology by the Employer or the
Contractor, is a condition precedent for this Agreement to enter into force.
2.3业主或承包商对分包商设计⽅案的批准是本协议⽣效的先决条件。
3.Scope of Work
3.⼯作范围
3.1 The Subcontract Works include all works required in relation to THE GREATER
KARACHI BULK WATER SUPPLY SCHEME K-IV pipe jacking work, as described in Annex
A and further detailed in the Clauses and other Annexes of this Agreement.
3.1分包合同⼯作范围包括巴基斯坦卡拉奇4号供⽔管线项⽬的管道安装和焊接⼯程，如
附件A所述，并在本协议条款和其他附件中进⼀步详细说明。
3.2. The scope of the Subcontract Works to be carried out by the Subcontractor include, but not
limited to the following:
3.2分包商实施的分包⼯程范围及义务包括但不限于以下内容：
 3.2.1 Completed project pipeline unloading, lifting, docking, welding construction.
3.2.1 完成项⽬管道卸⻋、吊装、对接、焊接施⼯ 。
3.2.2 Subcontractors must ensure that the welders they provide are licensed and meet the
requirements of the technical specifications for welders.
3.2.2分包商必须保证其所提供的焊接⼈员持证并满⾜技术规格书对焊⼯的要求。
3.2.3 Subcontractors provide all materials and equipment except main pipes , including but not
limited to welding rods, welding machines, Portal cranes, crawler cranes, automobile cranes,
generators, air compressors, rust removal equipment, transfer equipment，and safety measures
materials, construction turnover and measures materials.
3.2.3 分包商提供除主管道以外的所有材料设备，包括但不限于焊条、柴油、电焊机、⻔
机、履带吊、汽⻋吊、发电机、空压机、除锈设备、转运设备、安全措施材料、施⼯周
转及措施材料等。
3.2.4Other work of subcontractors: organization, transfer and replacement of relevant
personnel, materials and equipment to meet the construction requirements; line lap and safe use
of construction electricity; repair and maintenance of equipment; cleaning, cleaning,
installation, maintenance, removal and return of safety signs in the construction area;
implementation of measures for safe production, civilized construction and environmental
protection; repair work during the defect liability period, etc. Changes in the terrain during
construction do not affect the validity of the contract conditions and do not relieve the
subcontractor of the responsibility to carry out construction and repair defects according to the
specified standards.
During the construction period, the subcontractor is responsible for the measurement and
sampling according to the requirements of the Owner, the Consultant and the Contractor, and
provides the necessary measurement information and original records to the Contractor for the
above work.
The subcontractor is responsible for the protection of above-ground, underground and
surrounding pipelines and structures, and the related costs are included in the unit price and will
not be measured separately.
Site civilization and environmental protection construction and its related work content:
civilization and environmental protection construction in the construction area, Party B shall
designate one person to be responsible for civilization construction, and increase personnel to
carry out the full range of cleaning work in the construction area when there are large
inspections as required. At any time to ensure that the work surface, construction site area,
material yard and other areas required by the contractor to clean up neatly, materials stacked
neatly, etc., the cost of which is included in the unit price of the bill of quantities, no additional
payment.
3.2.4其他⼯作：满⾜施⼯要求的相关⼈员、材料、设备的组织、调遣、更换；施⼯⽤电
的线路搭接、安全使⽤；设备的维修、保养；施⼯区域内的清洁、清理、安全标识标牌
的安装、维护、拆除、退还；安全⽣产、⽂明施⼯、环境保护等措施的实施；缺陷责任
期内的修复⼯作等。施⼯时地形的变化不影响合同条件的效⼒，也不免除分包商按规定
的标准进⾏施⼯和修复缺陷的责任。施⼯期间分包商按业主、咨⼯及承包商要求⾃⾏负
责测量放样，并为上述⼯作向承包商提供必要的测量资料和原始记录。分包商负责地
上、地下及周边管线、构筑物的保护，相关费⽤含在单价中，不另⾏计量。
现场⽂明环保施⼯及其相关⼯作内容：施⼯区域的⽂明环保施⼯，⼄⽅须指定1名专⼈负
责⽂明施⼯，按照要求在有⼤型检查时候，增加⼈员进⾏施⼯区域的全范围打扫⼯作。
随时保证作业⾯、施⼯现场区域、材料堆场等承包商要求的区域进⾏清理整洁，材料堆
放整⻬等，其费⽤含在⼯程量清单单价中，不额外⽀付。
4.Representation and Warranties
4.声明与保证
4.1 Each Party hereby represents and warrants that:
4.1.合同双⽅在此声明并保证：
4.1.1.It has full capacity, power and authority to enter into this Agreement; and
4.1.1.具有充分的能⼒、权⼒和权限签署本协议；和
4.1.2.Neither the signing and delivery of this Agreement nor the performance of any of the
transactions contemplated hereunder, does or will contravene or constitute a default under：
4.1.2本协议的签署和交付，以及本协议项下任何拟进⾏的交易的履⾏，均不违反或不构
成：
any law by which each Party or any of its assets is bound or affected;
any document which contains or establishes each Party's constitution;
or any agreement to which each Party or any of its subsidiaries is a party or by which any of its
 or their assets is bound.
各⽅或其资产受其约束或受其影响的依据；
包含各⽅章程在内的任何⽂件；
任何⼀⽅或其⼦公司为协议⼀⽅或其资产受约束依据。
4.2 The Subcontractor represents and warrants that:
4.2分包商声明并保证:
4.2.1. It is familiar with and has had sufficient opportunity to review and assess the Agreement
Documents and the Contractor's obligations to the Employer pursuant to the Main Contract, to
the extent they are relevant to the Subcontract Works:
4.2.1熟悉并完全审查和评估清楚协议⽂件、承包商根据主合同与分包⼯程有关的对业主
的义务;
4.2.2 It has the capabilities required for the Subcontract Works and is duly registered in
accordance with applicable laws, and it holds all certifications, licenses, permits and other
authorizations required by applicable laws;
4.2.2具有实施分包⼯程所需的能⼒，并依法注册，持有法律要求的所有证书、执照、许
可证和其他授权;
4.2.3 It is able to assume all risks, responsibilities and liabilities under the Agreement
Documents, to the extent they are relevant to the Subcontract Work.
4.2.3.在与分包合同⼯程相关的范围内，能够承担协议⽂件项下的所有⻛险、责任和义
务。
5.Contract Price and Payment
5.分包合同价格及⽀付
5.1 The total price of the subcontract is .2 inclusive of withholding income tax, sales tax and
stamp duty. The unit prices in the Bill of Quantities are comprehensive and include not only
the full cost of completing the items listed, but also the full cost of completing the work in
accordance with the terms of the contract which shall be deemed to be included in the items
listed in the Bill of Quantities for which the price is quoted. Unless otherwise specified in the
Supplementary Agreement, the unit price of the subcontract is a fixed unit price and shall not be
adjusted for changes in environmental conditions during the course of construction, changes in
labour, materials, exchange rates, increases in equipment rentals (if any), adjustments to
schedules for various reasons, increases or decreases in quantities of work, changes in
hydrological and geological conditions, legal adjustments and the effects of various natural
disasters on the progress of work and property, etc. unit price.
5.1.分包合同总价为巴基斯坦卢⽐ ，价格为包含预扣所得税、销售税及印花税
的价格。⼯程量清单中的单价为综合单价，不仅包含为完成清单所列项⽬内容的全部费
⽤，同时也包含为完成符合合同条款规定的全部费⽤应认为均已被计⼊有标价的⼯程量
清单所列各细⽬之中。包含除⾮在补充协议中另有规定，该分包合同单价是固定单价，
施⼯过程中因环境条件变化，⼈⼯、材料、汇率变化、设备租⾦上涨(如有)、各类原因
引起的⼯期调整、⼯程数量增减、⽔⽂及地质条件变化、法律调整以及各种⾃然灾害对
⼯程进度和财产的影响等均不得调整本综合单价。
5.2 The payment of the Contract Price shall be as follows (can be set as per the Contract Price
and Payment conditions in Main Contract):
5.2合同价款⽀付⽅式如下：
5.2.1During the execution of the Subcontract Works, the Subcontractor shall submit the
quantities of works to the Contractor on a monthly basis, which are actually completed and
qualified in accordance with the measurement rules of the contract and approved by consultants
and owners. And the Contractor shall approval or reply within 28 days after receiving
(INSPECTION SHOULD BE DONE WITHIN 3 DAYS OF JOB COMPLETION) it. After
obtaining the approval of the Contractor, the Subcontractor shall promptly complete Inspection
Form (PLEASE SHARE FORMAT OF INSPECTION FORM) of Concerns (IFC), and the
Contractor shall handle the Interim Payment Certificate/Final Payment certificate according to
the completed works and Inspection Form of Concerns (IFC).
5.2.1 分包商在合同执⾏过程中应按⽉向承包商上报实际完成、经验收合格且符合合同计
量规则并得到咨⼯及业主认可的⼯程量，承包商在收到后 28 天内予以批复或给出回复意
⻅。在承包商批复⽉度已完⼯程量后，分包单位应及时办理经济往来会签，承包商根据
已完⼯程量和经济往来会签扣款情况办理分包合同中间/完⼯计量证书。
5.2.2 Progress Payment: the payment shall be paid within 56 days (15 DAYS) after complying
the procedure under the Sub Clause 5.2.1, subject to the Subcontractor providing sales tax
invoices that meet CHEC-AFI JV's financial requirements at least 14 days in advance and
subcontractor should attached the EOBI/SSESI challan along with the invoice. (1. When
submitting the invoice in the current period, submit the tax payment certificate of the paid
 amount; the sales tax invoice provided by the subcontractor shall meet the deduction
requirements of the contractor. If the invoice provided by the subcontractor cannot meet the
deduction requirement, the contractor shall have the right to sales tax is fully deducted, and
subcontractors are required to compensate for losses.
5.2.2 进度款⽀付：满⾜第5.2.1款规定的程序后 56 天内完成⽀付，分包商⾄少提前14 天
提供满⾜承包商财务要求的合规销售税发票及劳⼯相关社会保险缴纳证明，并在当期提
交发票时，提交已⽀付款项的缴税凭证；分包商提供的销售税发票需满⾜承包商的抵扣
要求，若因分包商提供票据不能满⾜抵扣需要，承包商有权全额扣除销售税，且要求分
包商赔偿损失。
5.2.3 No advance payment shall be made under this Contract.
5.2.3 本合同不⽀付预付款。
5.2.4 The percentage of progress payment is 90%, warranty 5%, safety retainer 3%, and
labor wage payment retainer 2%. (SINCE THE SUBCONTRACTOR IS NOT
SUPPLYING ANY MATERIAL, THERE SHOULD NOT BE ANY RETENTION ON
SERVICES After the completion of the project, we will pay up to 95% (97%) and return all the
retention money after the defect liability period (WITHIN 6 MONTHS OF HANDING OVER),
which is the same as the main contract;
5.2.4 进度款⽀付⽐例为90%,质保⾦5%,安全保留⾦3%，劳⼯⼯资⽀付保留⾦2%。项⽬
结束后⽀付⾄95%，缺陷责任期结束后返还所有保留⾦，缺陷责任期与主合同⼀致；
5.3 The cost of complying with all obligations of this Agreement, including without limitation
to the obligations set out at Sub-Clauses5.3, is included in the Contract Price. The Subcontractor
shall bear all costs related to such compliance and no claim for additional costs shall be allowed
in relation thereto.
5.3. 履⾏本协议所有义务的费⽤，包括但不限于第 5.3 条规定的义务，均包含在合同价
格中。分包商应承担上述规定有关的所有费⽤，不得就该笔费⽤要求额外款项。
5.4 For the avoidance of doubt, the Subcontractor shall not be entitled to any additional
compensation (AS PER OUR QUOTATION, WE HAVE MENTIONED OUR COST
TOLERANCE DUE TO PRICE ESCALATION IN EXCHANGE RATE AND
CONSUMABLE PRICES) over and above the Contract Price agreed in this Clause in relation
to any event that may occur, unless the Contractor obtains additional compensation under the
Main Contract in relation to that same event. In this case, the Subcontractor's additional
compensation will not exceed the Contractor's additional compensation under the Main
Contract in relation to the relevant event and the Subcontract Works.
5.4.除承包商在主合同项下就同⼀事件获得额外补偿，否则分包商⽆权就可能发⽣的任何
事件获得超出本条款约定的合同价格的任何额外补偿。在这种情况下，分包商的额外补
偿费⽤不得超过主合同项下承包商就该事件获得得额外补偿费⽤。
5.5. On the basis that there is no advance payment for the project, the Contractor may pay for
the purchase of materials in advance of the project in lieu of the subcontractor, up to 10% of the
contract sum.
5.5.基于项⽬没有预付款，承包商可代替分包商⽀付项⽬前期材料采购费⽤，代付⾦额不
超过合同⾦额的10%。
6.Time Schedule and Completion
6.时间计划及完⼯时间
6.1 The Subcontractor shall perform the Subcontract Works in accordance with the Time
Schedule and Milestones (Annex D) and the Contractor's instructions, in order to enable the
Contractor to obtain approval from the Employer in relation to the Subcontractor and the
Subcontract Works.
6.1分包商应按附件D所列的进度计划及承包商的指示实施分包⼯程，以便承包商就分包
商和分包⼯程获得业主的批准。
6.2 If the Subcontractor fails to meet the time requirements set out in Annex D, the
Subcontractor shall be liable to pay a liquidated damages in the amount of 0.1% of the total
Subcontract Price per day, with the exception of delays caused by the Contractor. This delay
liquidated damages will be applied daily up to a maximum of 5 % of the Contract Price. the
Contractor shall be entitled to deduct the daily liquidated damages from any payment due or to
become due to the Subcontractor.
6.2若分包商未按附件D规定的时间节点完成分包⼯作内容，除因承包商原因造成的延误
外，分包商应按合同总价的 0.1% 承担⽇赔偿⾦。延期赔偿⾦按⽇执⾏，最⾼不超过
合同价格的 10%。承包商有权从到期或即将到期的款项中扣除延期赔偿⾦。
6.3 The payment of the liquidated damages contemplated in this Clause 6.2 shall not relieve
the Subcontractor from its obligations to complete the Subcontract Works or from any other
obligations under this Agreement.
 6.3第 6.2 条规定的赔偿⾦的扣除并不免除分包商完成分包⼯程的义务或本协议项下的其
他义务。
6.4The liquidated damages contemplated in this Clause 6.2 is without prejudice to other
entitlements or remedies, including but without limitation damages that the Contractor may
have under this Agreement or under applicable laws.
6.4第 6.2 条规定的赔偿⾦条款并不损害承包商按照本协议或根据有关法律可能享有的其
他权利或救济⼿段，包括但不限于损害赔偿。
6.5 Once in the Contractor's opinion the Subcontract Works are completed in accordance with
the terms of this Agreement, the Contractor shall approve the Subcontract Works and sign a
taking over certificate (the "Taking Over Certificate"). The Subcontractor acknowledges and
agrees that the Employer may require inspection of the Subcontract Works in order to confirm
the quality of materials and workmanship prior to the Contractor issuing the Taking Over
Certificate. For the avoidance of doubt, the Defects Liability Period shall start when the Taking
Over Certificate in relation to the Subcontract Works is issued by the Contractor.
6.5分包商完成分包⼯程后，承包商应批准分包⼯程，并签署⼯程接收证书(“⼯程接收证
书”)。分包商知道并同意在承包商签发接收证书之前，雇主可能要求对分包⼯程进⾏检
查，以确认材料和⼯艺的质量。另外，“缺陷责任”期间的起算时间应从承包商签发“分包
⼯程接收证书”时开始。
7.Project Documents and Reporting
7.项⽬⽂件及报告
7.1 The Subcontractor acknowledges that the Contractor is required to submit various
documents to the Employer in relation to the Project, including materials specifications, method
statements, machinery, trucks and equipment records and general documents and records in
relation to the works. The Subcontractor shall provide documents and records in relation to the
Subcontract Works to allow the Contractor to comply with the Employer's requirements. A non-
exhaustive list of documents and requirements is provided in Annex C. Annex C may be
updated from time to time to reflect requirements of the Main Contract and applicable laws.
7.1分包商应通过承包商向业主提交与项⽬有关的⽂件材料，包括规范、施⼯⽅案、机
械、卡⻋和设备记录，与⼯程有关的⼀切⽂件和记录，以满⾜雇主的要求。附件C提供
了⼀份⾮详尽的⽂件和要求清单。附件C根据主合同及相关法律法规的要求不定时及进
⾏更新。
7.2 Without limitation to the generality of the above obligations, the Subcontractor shall submit
to the Contractor:
7.2除上述⼀般性要求外，分包商应向承包商提交：
7.2.1 A daily report（if need）, to be sent at the end of each working day, describing in detail
the daily progress in terms of materials designed, supplied, delivered and/or installed;
7.2.1⽇报（如果需要）：在每个⼯作⽇结束时发出，详细描述每⽇设计、供应、交付及/
或安装物料⽅⾯的进展；
7.2.2 A weekly report, to be sent at the end of each week, with additional detail to that provided
on a daily basis, including without limitation photographs and other records;
7.2.2周报：在每周末发出，详细描述本周进展情况，包括但不限于照⽚和其他记录;
7.2.3 A following week plant, to be sent at the end of each week, in relation to work planned by
the Subcontractor for the following week; and
7.2.3下周⼯作计划：分包商需在每周末发出；
7.2.4 Other methods statements and quality control documents as may be requested.
7.2.4其他可能要求的有关技术⽅案、声明和质量控制⽂件；
7.3 Documents listed at Annex C shall be provided as soon as possible. Any delays in the
provision of the documents and the approval of the Subcontractor shall be at the Subcontractor's
risk.
7.3附件C所列的⽂件应尽快提交，若因⽂件提交和分包商审批⽅⾯产⽣延误的⻛险应由
分包商承担。
7.4 If following review by the Employer, any of the documents and records to be provided by
the Subcontractor under this Clause 6 require amendments, the Subcontractor shall, if so,
requested by the Contractor, amend the document and re-submit them as soon as possible.
7.4若分包商根据本条提供的⽂件材料和记录经雇主审查后仍需修改，分包商应在承包商
要求时尽快修改⽂件并重新提交。
7.5 Should the Subcontractor fail to submit the abovementioned documents, it constitutes a
breach of the Agreement, the Contractor shall be entitled to the rights stipulated in Clause 17,
18 and 19.
 7.5如果分包商未提交上述⽂件，构成对分包协议的违约，承包商有权享有第17、18和19
条规定的权利。
8.Quality Inspect and Acceptance Check
8.质量检查与验收
8.1 As an experienced and qualified Subcontractor, the Subcontractor shall establish an
effective QA/QC system to ensure the quality of the work within the scope of work, and the
Subcontractor shall resolve all issues in relation to the characteristics, location and environment
condition of the subcontract work undertaken, and it shall not lower the quality or delay the
progress.
8.1作为合格的、有经验的专业分包商，分包商应⾃⾏组建具有⾜够经验的 QA/QC系
统，全程负责分包⼯程范围内的⼯程质量。分包商应全权负责解决由于分包⼯程的性
质、地点及当地环境条件带来的各种问题，不得由于这些问题的存在⽽降低⼯程质量和
耽误⼯期。
8.2 The Subcontract Works shall comply with the Quality Standard of the Subcontract
Agreement. The Subcontractor shall be liable for the breach of the Subcontract if he fails to
comply with the Quality Standard.
8.2分包⼯程质量应达到本分包合同协议书约定的⼯程质量标准。因分包商原因⼯程质量
达不到约定的质量标准，分包商应承担违约责任。
8.3 The Subcontractor shall assist the Contractor, Employer and Engineer to enter the site for
quality inspection.
8.3分包商应允许并配合承包商、业主或⼯程师进⼊施⼯场地检查⼯程质量。
8.4 Without confirmation of the rectification method by the Contractor’s technical manager, any
quality issues observed during the construction shall not be attended by the
Subcontractor ， provided that further construction quality issues arise, all the costs incurred
shall be borne by the Subcontractor.
8.4分包商在施⼯中发⽣质量问题，未经承包商现场技术负责⼈研究做出处理⽅案前，分
包商不得擅⾃处理，如因分包商原因出现的⼯程质量问题，⼀切费⽤全部由分包商承
担。
9.Securities
9.担保
9.1 The Subcontractor shall provide the Contractor an advance payment security in the amount
of __/___% of the Contract Price (the "Advance Payment Security"). The Advance Payment
Security shall be issued and provided by the Subcontractor to the Contractor before the__/___%
advance payment contemplated by Clause___/__ is made. The advance payment security shall
be remained valid at least __/___ days after the whole advance payment being recovered by the
Contractor.
9.1分包商应按合同总价的__/___ %向承包商提供预付款保函(“预付款保函”)。预付款担
保应在第___/__条规定的承包商⽀付__/___ %预付款前由分包商签发并提供给承包商。
预付款担保应在承包商扣回全部预付款后⾄少___/__天内保持有效。
9.2A defect liability security in the amount of / % of the contract price shall also be provided
by the Subcontractor to the Contractor (the "Defects Liability Security"). The Defects Liability
Security shall be issued and provided by the Subcontractor to the Contractor before the first
monthly payment contemplated by Clause/ is made. The defect liability security shall remain
valid at least / days after the Defect Notification Period.
9.2分包商应向承包商提供合同总价 / %的缺陷责任保函(以下简称“缺陷责任保函”)。缺陷
责任保函应由分包商在第 / 条规定的承包商⽀付第⼀次⽉付款前出具给承包商。缺陷责
任担保应⾄少在缺陷责任期届满后 / 天内保持有效。
9.3 The Performance Security and the Defects Liability Security are collectively referred to as
"Subcontractor's Securities”. (PERFORMANCE BOND FROM INSURANCE COMPANY)
9.3履约保函和缺陷责任保函统称为“分包商担保”。
9.4 The Subcontractor shall also provide the Contractor a performance security in an amount of
3 % of the contract price ("Performance Security"). The Performance Security shall remain
valid at least 28 days after the Taking Over Certificate.The subcontractor is required to provide
a demand guarantee.
9.4分包商应按合同价格的3 %向承包商提供履约保函(“履约保函)。履约担保应在⼯程接
收证书下发后⾄少 28 天内保持有效。分包商提供的保函应满⾜⻅索即付条件。
9.5 The Subcontractor's Securities shall be provided by the Subcontractor and issued by an
acceptable bank or insurance company in the form requested by the Contractor.
9.5分包商的担保保函应由分包商提供，并由可接受的银⾏或保险公司按承包商要求的形
式发⾏。
 9.6 If the Subcontractor does not provide all the securities required by this Agreement or, after
providing them, any one of them expires or is not in accordance with the requirements of this
Agreement, the Contractor shall be entitled to withhold an amount equivalent to the
performance security stipulated in Clause 19.2 above from any payment due or to be due to the
Subcontractor and such withheld amount shall be made by the Contractor with the final
payment to the Subcontractor or once the Subcontractor regularizes the securities as required by
the Contractor.
9.6如果分包商不能提供上述所需保函,或在提供相关保函后，存在过期或不符合本协议的
要求的,承包商有权从任何分包付款中扣留同等⾦额以暂代第9.2款规定的保函担保，被暂
扣的⾦额在最终付款时向分包商⽀付，或在分包商按承包商要求提交保函后⽀付。
10.Defect Notification Period (if different from the Main Contract)
10.缺陷通知期 (如与主合同不同)
11.Back-to-Back Contractual Agreement
11.合同关系
11.1 The Subcontractor shall perform Subcontract Works Back-To-Back with the Contractor's
rights, obligations and liabilities under the Main Contract with the Employer.
11.1分包商应在承包商与业主签订的主合同项下，以承包商的权利、义务和责任为基
础，实施分包⼯程。
11.2 The term "Back-To-Back" means that that the obligations and liabilities of the Contractor
towards the Employer under the Main Contract, as they relate to the Subcontract Works, apply
to the Subcontractor towards the Contractor, without any exceptions, exclusions, reservations
and qualifications, unless explicitly stated in this Agreement.
11.2分包商有权因不可抗⼒、业主⾏为或其他任何事件⽽获得额外的付款、补偿、豁免
或救济，前提是承包商在主合同项下同样具有该项权利；
11.3 Notwithstanding Clause 11.1 of this Agreement:
11.3尽管有本协议第 11.1 条的规定：
11.3.1 The Subcontractor's insurance obligations are as set forth in Clause 24 of this Agreement;
11.3.1分包商的保险义务如本协议第 24 条所述；
11.3.2 The Subcontractor's entitlement to any additional payment, compensation, waiver or
relief due to force majeure or an act of the Employer or any other event, is contingent upon the
Contractor obtaining such entitlement under the Main Contract.
11.3.2分包商有权因不可抗⼒、业主⾏为或其他任何事件⽽获得额外的付款、补偿、豁免
或救济，前提是承包商在主合同项下同样具有该项权利；
11.3.3 The Contractor shall pay the Subcontractor in accordance with Clause 5.2.4.
11.3.3承包者应根据第5.2.4 条向分包商付款。
11.3.4 Any payment by the Contractor to the Subcontractor shall only be in accordance with the
terms specified in Sub-Clause5.2.4 , provided that such payment is due and owing to the
Subcontractor for compliance of its obligations herein and provided also that the Subcontractor
provides detailed records of the works performed, as they are needed by the Contractor to apply
for payment under the Main Contract.
11.3.4承包商根据第5.2.4条的规定向分包商⽀付到期款项，履⾏其在本合同项下的义务，
分包商应根据合同要求，向承包商提供已实施⼯程的详细记录，作为向业主申请计量的
依据。
11.4 Without prejudice to the generality of Clause 11.1 , the Subcontractor hereby agrees as
follows:
11.4在不影响第 11.1 条通⽤性的前提下，分包商同意如下:
11.4.1 If the Contractor is terminated for breach under the Main Contract and the Employer
decides to take over this Subcontract, then the Employer, at its sole discretion, shall be entitled
to replace the Contractor as a party to this Agreement. In such case, all rights, obligations and
liabilities of the Contractor under this Agreement shall vest in the Employer as of the date of
replacement, and this Agreement shall continue to be valid. The Subcontractor shall execute
such documents and do such actions as may be reasonably required to give effect to this
provision;
11.4.1如果承包商因违反主合同⽽终⽌合同，业主决定接管本分包合同，则业主有权取代
承包商成为本协议的⼀⽅。在此情况下，承包商在本协议项下的所有权利、义务和责任
均应⾃替换之⽇起归属业主，且本协议继续有效。分包商应执⾏合理要求的⽂件并采取
合理的⾏动，实现本规定；
11.4.2 During the duration of this Agreement, the Subcontractor shall allow the Employer to
exercise its inspection rights in respect of the Subcontract Works, including without limitation
 inspecting the space frame, equipment and areas of work, at the time and in the manner that the
employer representative for project management, may request to do so.
11.4.2在本协议期间内，业主享有检验分包⼯程的权⼒,包括但不限于检查空间构架、设
备和⼯作领域，上述时间及⽅式同样适⽤于业主代表⼈员；
11.5 The Subcontractor will not do anything to prevent or otherwise interfere with the
Contractor's performance of the Main Contract.
11.5分包商不得采取任何措施阻⽌或以其他⽅式⼲扰承包商履⾏主合同。
11.6 The Subcontractor shall not be entitled to terminate this Agreement due to an event of
force majeure unless the Employer or an arbitrator appointed in accordance with the Main
Contract, confirm that the Contractor is entitled to terminate the Main Contract due to that event
of force majeure.
11.6分包商⽆权因不可抗⼒事件终⽌本协议，除⾮业主或根据主合同指定的仲裁员确认
承包商有权因不可抗⼒事件终⽌主合同。
11.7 The Subcontractor shall provide to the Contractor all information and documents in
relation to the Subcontract Works that may be required by the Contractor under the Main
Contract and under the Service Contract.
11.7分包商应向承包商提供承包商在主合同项下与分包⼯程有关的所有信息和⽂件。
11.8 Without prejudice to the provisions of other clauses of this Agreement, the Subcontractor
will bear full responsibility for any claims brought by the Employer or any other third party
against the Contractor in connection with the Subcontract Works carried out by the
Subcontractor in breach of this Agreement.
11.8在不影响本协议其他条款的情况下，分包商应对业主或其他任何第三⽅就分包商违
反本协议的分包⼯程向承包商提出的任何索赔承担全部责任。
12.Non Employee-Employer Relationship
12.⾮雇佣合同关系
12.1 It is hereby agreed that notwithstanding the provisions of this Agreement, this Agreement
is an agreement between the Contractor and an independent Subcontractor and does not
constitute an employment contract, and that there are no employer-employee relations between
the Contractor and the Subcontractor and/or any of the employees employed by the
Subcontractor.
12.1双⽅同意，本协议是承包商和独⽴分包商之间的协议，不构成雇佣合同关系，且承
包商和分包商和/或分包商雇佣的雇员之间不存在雇主—雇员关系。
12.2 Each Party warrants to the other that it is and will continue to be, during the entire term of
this Agreement, the sole employer of all its employees. Each Party undertakes to bear, solely
and exclusively, towards its employees and relevant authorities, all obligations imposed on an
employer towards its employees, including full and timely payment of wages and other benefits
to its employees and required payments to relevant labor and/or social security authorities
and/or any other entities, according to xxx or any other laws, regulations and labor union
conventions that may be applicable (the “Obligations”) and shall make all payments arising
from such Obligations in a timely manner.
12.2双⽅向另⼀⽅保证，在本协议的整个期限内，其为且将继续为其所有雇员的唯⼀雇
主。双⽅承诺各⾃单独对其雇员向有关政府部⻔承担雇主对雇员的所有义务，包括为其
雇员及时⾜额⽀付⼯资和其他福利，以及有关劳⼯和/或社会保
3 Should either Party fail to perform the Obligation mentioned above as an independent
contractor, the other Party shall have the right but not the obligation to perform such
Obligations on behalf of the Party in default, at the latter’s risk and cost, which cost shall be
reimbursed or set of against amounts owed to said Party in default. This right shall be without
prejudice to other rights and remedies that the Party that has met the Obligations of the Party in
default may have under the Agreement or the laws.
12.3如果任何⼀⽅未能作为独⽴承包商履⾏上述义务，另⼀⽅有权但⽆义务代表违约⽅
履⾏上述义务，产⽣的⻛险和费⽤由违约⽅承担，该费⽤由违约⽅向另⼀⽅给予补款。
此项权⼒不应损害已履⾏违约⽅义务的⼀⽅根据本协议或法律规定享有的其他权利和救
济⼿段。
13.Interruption by Third Parties
13.第三⽅影响
13.1 The Subcontractor acknowledges that in addition to the Contractor, there are other parties
working in the Project. The appropriate interfacing with the Contractor and those other parties
and the coordination of activities with the Contractor those other parties is part of the
Subcontractor's obligations under this Agreement. the Contractor shall not be liable for
interruptions that other parties may cause.
 13.1分包商承诺，除承包商外，现场还有其他分包单位进⾏施⼯，分包商应与承包商和
其他分包商适当沟通，协调配合承包商及其他分包单位的现场活动，对于其他各⽅可能
造成的施⼯中断，承包商不承担责任。
13.2 The Subcontractor shall report to the Contractor any issues or queries it may have in
relation to interfaces and the Contractor will, if appropriate, give the required instructions to the
Subcontractor and/or to other parties. The Subcontractor shall follow those instructions as part
of its interfacing obligations under this Agreement. No claim related to the interruption by third
parties shall be heard from the Subcontractor.
13.2分包商应向承包商反馈与⼯作⾯交接有关的任何问题和疑问，根据需要，承包商应
向分包商和/或其他分包商发出指示，作为本合同项下分包商的义务的⼀部分，分包商应
遵守这些指示。
14.Contractor’s Claims
14.承包商的索赔
14.1 If the Contractor considers himself to be entitled to any payment under any Clause of these
Conditions or otherwise in connection with the Subcontract Works, and/or to any extension of
the Defects Notification Period, the Contractor shall give notice and particulars to the
Subcontractor. A notice relating to any extension of the Defects Notification Period shall be
given before the expiry of such period.
14.1若承包商认为根据本条件中任何款项或其他与本合同相关规定和（或）根据任何缺
陷通知期限的延伸应获得任何⽀付款项，则承包商应向分包商发出通知和明细。关于任
何缺陷通知期限延⻓的通知应在此期限到期前发出。
14.2 The particulars shall specify the Clause or other basis of the claim and shall include
substantiation of the amount and/or extension to which the Contractor considers him to be
entitled in connection with the Subcontract Works.
14.2通知的明细中应规定索赔款项的依据或其他⽂件，且应包括⾦额证明和（或）承包
商根据本合同认为其应享有的延⻓期限。
14.3 This amount may be included as a deduction in the Interim/Final Payment Certificates. The
Contractor shall be entitled to set off against or make any deduction from an amount certified in
the Payment Certificate, or to otherwise claim against the Subcontractor, in accordance with this
Sub-Clause.
14.3该⾦额可从中期/最终付款证书中扣除。承包商有权抵消或从中期/最终付款证书扣除
这笔⾦额，或根据本⼦款规定向分包商索赔。
15.Subcontractor’s Claims
15.分包商的索赔
15.1 To the extent the parties agree that any Claim of the Subcontractor with respect to the
Subcontract Works (or any part thereof) should be made in accordance with the Main Contract,
the Subcontractor shall substantiate and support any such claims with the information, reporting
and submission requirements and documents specified in the Main Contract and provide any
such information directly to the Contractor at least 14 days before the applicable claim needs
to be submitted to the Employer under the Main Contract.
15.1双⽅同意分包商就分包⼯程(或其任何部分)提出的任何索赔均应按照主合同的规定进
⾏，分包商应根据主合同的有关规定，报告并提交索赔申请及索赔依据。根据主合同规
定，分包商需提前⾄少 14 天将此类信息及⽂件提交承包商。
15.2 Where the Contractor is required to communicate with the Employer, the Subcontractor
shall provide the Contractor such communication in the form and supported with the
information required under the Main Contract, in sufficient time to enable the Contractor to
meet any time periods stipulated in the Main Contract.
15.2分包商应按主合同要求的格式向承包商提供与业主沟通的申请，并提供主合同要求
的相关信息，提交时间应满⾜主合同规定的时间。
15.3 Notwithstanding anything to the contrary herein, the Subcontractor may only recover any
Subcontractor's Claims to the extent the Contractor actually recovers the same (and in any event
never more) under the Main Contract with the Employer and provided the same pertains to the
Subcontract Works, as determined by the Contractor.
15.3分包商只能在承包商根据主合同得到业主索赔⾦额的范围内得到索赔⾦额，该索赔
申请须与分包⼯程有关，并经承包商确定。
15.4 The Subcontractor will bear full responsibility for any claims brought by the Employer or
any other third party against the Contractor in connection with Subcontract Works.
15.4分包商应对业主或任何其他第三⽅就分包⼯程向承包商提出的任何索赔承担全部责
任。
16.Health, Safety and Environment
16.健康，安全，环境
16.1 The Subcontractor shall comply fully with the Contractor’s HSE requirements as set out at
Annex F and as may be updated from time to time by the Contractor and conveyed to the
Subcontractor.
16.1分包商应遵守承包商有关健康、安全和环境要求（详⻅附件F）,该条款将根据实际需
要不定时进⾏更新。
16.2 In the event of any violation of the Contractor's HSE requirements, the Subcontractor shall
receive a warning from the Contractor's HSE representative. If the Subcontractor does not
rectify and/or continues to violate the Contractor 's HSE requirements, the Contractor shall be
entitled to apply a penalty of PKR 20000 (5000) (PLEASE SHARE YOUR HSE PLAN) for
every single violation.
16.2 如果分包商未及时进⾏纠正和/或继续违反规定，承包商有权对每⼀次违规⾏为处以
20000卢⽐ 的处罚。
16.3 Without prejudice to the penalty that the Contractor may apply pursuant to Sub-Clause
upon the Subcontractor's third violation of any of the Contractor 's HSE requirements, the
Contractor shall be entitled to request that the Subcontractor's representative shall be replaced.
16.3在不影响承包商根据_16.2_款可能适⽤的处罚的情况下，如果分包商第三次违反承包
商的HSE规定，承包商有权要求更换分包商代表。
16.4 The penalty contemplated at Sub-Clause 16.2 and the additional measure contemplated
at Sub-Clause 16.2 , are without prejudice to any other entitlements or remedies, including but
without limitation to damages, that the Contractor may have under this Agreement or under
applicable laws.
16.4第 16.2 款规定的违约⾦和第 16.2 规定的额外措施不影响承包商根据本协议或根据
法律有关规定享有的其他任何权⼒和救济⼿段，包括但不限于损害赔偿。
17.Expenses
17.费⽤
17.1 Each Party hereto shall bear its own costs and expenses in connection with the preparation
and negotiation of this Agreement and the transactions contemplated hereby.
17.1.合同双⽅应⾃⾏承担与本协议交易准备、谈判有关的成本和开⽀。
18.Termination
18.终⽌
18.1 The Contractor shall be entitled to terminate this Agreement upon any of the following
events and the Subcontractor shall have no claims against the Contractor:
18.1.有下列情形之⼀时，承包商有权终⽌本协议，分包商⽆权向承包商索赔:
18.1.1 The Subcontractor or the Subcontractor's design or method statement are not approved
by the Employer;
18.1.2分包商的任何未决诉讼或法律程序对本协议规定事项产⽣不利影响的。
18.2 If the subcontractor fails to complete a certain amount of work within the specified time as
required by the contractor, or fails to increase the input of personnel and equipment within the
specified time, the contractor shall have the right to terminate the Contract.
18.2 分包商未按承包⼈要求在规定时间内完成⼀定数量的⼯作，或未在规定时间内增加
⼈员和设备的投⼊的，承包⼈有权终⽌本合同。
19.Termination of the Main Contract
19.主合同终⽌
19.1 This Agreement shall terminate in the event that the Main Contract is terminated, in which
case the Subcontractor shall have no claims against the Contactor excluding payment for the
work completed up to the date of termination of the Main Contract.
19.1如果主合同终⽌，本协议即告终⽌。在这种情况下，分包商⽆权向承包商提出索
赔，不包括分包商在主合同终⽌之⽇之前施⼯完毕的⼯程款项。
20.Termination for Cause
20.终⽌事由
20.1 Should the Contractor or the Subcontractor:
20.1承包商或分包商:
20.1.1 Go bankrupt, be put under an administrator, stop payments or enter into any similar
condition that indicates insolvency (the above shall also apply to any of the Subcontractor's
guarantors); or
20.1.1破产、财产清算、⽆⼒付款或出现任何资不抵债的情况(上述情况亦适⽤于任何分
 包商的保证⼈)；或
20.1.2 Be in material breach of any of its representations and warranties under this
Agreement;or
20.1.2严重违反其在本协议项下的任何声明和保证；或
20.1.3 Be in material breach of any of its duties and obligations arising out of or in connection
with this Agreement (hereinafter the "Defaulting Party"); and such Defaulting Party fails to take
appropriate measures to remedy such breach within 7 calendar days of receiving written notice
to that effect from the other Party, then:
20.1.3严重违反因本协议⽽产⽣的或与本协议有关的任何职责和义务；(以下简称违约
⽅)；和该违约⽅在收到对⽅就此发出的书⾯通知之⽇起 7 个⽇历⽇内未采取适当措施进
⾏纠正；
20.1.4The non-defaulting Party shall have the right to terminate this Agreement (subject to
Clause 19.1 above);
20.1.4未违约⽅有权终⽌本协议(根据上⽂第 19.1 条)；
20.1.5 The Defaulting Party shall indemnify and hold harmless the other Party in connection
with its default, from claims (of any nature), action, suit, proceeding or investigation, in
contract, tort, under any legal theory of recovery or otherwise, including claims that may arise
from the Main Contract;
20.1.5违约⽅应赔偿并保护另⼀⽅免受与违约有关的索赔、诉讼、调查、合同/侵权⾏为
等任何有关索赔、诉讼层⾯的损害，包括主合同可能产⽣的索赔；
20.2 If this Agreement is terminated under this Clause 19.1 , the Subcontractor shall be entitled
to payment for the works properly completed in accordance with this Agreement and up to the
date of termination of this Agreement.
20.2如果本协议根据本第 19.1 条终⽌，分包商有权获得按照本协议获得本协议终⽌之⽇
之前已完⼯的款项。
21.Parties’ Liability
21.合同双⽅义务
21.1 Without prejudice to the provisions in other clauses of this Agreement, the Parties agree
that;
21.1在不影响本协议其他条款规定的前提下，双⽅同意:
21..2 Neither Party shall be liable to the other Party for loss of profit, loss of any contract or for
any indirect or consequential loss or damage which may be suffered by the third Party in
connection with this Agreement; and
21.2任何⼀⽅均不对另⼀⽅就本协议可能遭受任何第三⽅的利润损失、合同损失或任何
间接损失或损害承担责任；以及
21.3 The total liability of each of the Parties towards each other under or in connection with the
Agreement, shall not exceed the Contract Price.
21.3双⽅在本协议项下或与本协议有关的责任总额不得超过合同价格。
22.Confidentiality and Intellectual property rights
22.保密条款
22.1 The Parties shall treat as confidential all information exchanged between them with respect
to this Agreement which in itself shall be confidential and shall not disclose to any third parties
any information other than for the purposes of implementing this Agreement. This
confidentiality obligation, covering the information in connection with this Agreement, shall
survive the termination hereof and shall be valid for 5 years after the termination of this
Agreement for any reason.
22.1双⽅应将双⽅之间就本协议所交换的所有信息视为机密信息，除为执⾏本协议的⽬
的外，不得向任何第三⽅披露除执⾏本协议以外的任何信息。保密义务包括与本协议有
关的信息，在本合同终⽌后继续有效，并在本协议终⽌后的 5 年内有效。
22.2 For the avoidance of doubt, notwithstanding the aforesaid confidentiality undertakings, the
Contractor shall not be restricted from disclosing its involvement in the Project.
22.2尽管有上述保密承诺，承包商不得被限制披露其参与本项⽬。
22.3The Sub-Contractor shall ensure that all the software is legally used for the Sub-Contract
Works and shall indemnify and hold the Contractor harmless against and from the consequences
of any failure to do so.
22.3分包商应保证⽤于本项⽬的知识产权均是合法的，使承包商免受知识产权带来的损
失，若果承包商受到损失，由分包商负责。
23.Compliance with Statutes, Regulations and the Law
23.合规条款
23.1 The Subcontractor shall, in performing the Subcontract Works, comply with the applicable
Laws of Pakistan . The Subcontractor shall give all notices, pay all taxes, duties and fees, and
obtain all permits, licenses and approvals, as required by the Laws in relation to the execution,
completion of the Subcontract Works and the remedying of any defects; and the Subcontractor
shall indemnify and hold the Contractor harmless against and from the consequences of any
failure to do so.
23.1在履⾏本合同的过程中，分包商应遵守相关的 巴基斯坦 国法律。分包商应发出所有
通知，缴纳各项税费，按照法律关于竣⼯、以及修补缺陷有关的各项事宜，应由、⽀付
税款、关税和费⽤，并获得所有的许可、许可证和批准；分包商应保障承包商免遭其未
达到上述要求的后果的侵害。
23.2The Subcontractor is aware that CCCC( The parent company of CHEC ) is listed on the
trade Control List by the US Government, and undertakes that the camp construction services
proposed to be provided to the contractor in the contractor's acquisition of camp construction
are not subject to the US 《Export Administration Regulations》 and other relevant US export
control regulations. The contractor's acquisition of camp construction services from
subcontractors will not violate the relevant provisions of the United States export control.
23.2分包商知晓CCCC（CHEC的⺟公司）被美国政府列⼊贸易管制名单的情况，承诺在
本校项⽬中拟提供给承包商的营地建设服务不受美国《出⼝管理条例》及美国其他相关
出⼝管制规定的管制。承包商从分包商获取营地建设服务的⾏为不会违反美国出⼝管制
的相关规定。
24.Insurance and Taxation
24.保险及税费
24.1 The Subcontractor shall arrange insurance cover for its material and equipment mobilized
to site.
24.1分包商应为运⾄施⼯场地内⽤于分包⼯程的材料和待安装设备办理保险。
24.2 The Subcontractor shall arrange Workman’s Compensation insurance and Personal
Accident Insurance Policy for his employee, the copy of which shall be furnished to the
Contractor within 7 days after Subcontractor's mobilization to site.
24.2分包商必须为从事作业的职⼯办理⼯伤险及意外伤害保险，并为施⼯场地内⾃有⼈
员⽣命财产和施⼯机械设备办理保险，在分包商⼊场后 7 天内需提交保险单复印件。
24.3 The Subcontractor shall take all measures within its power to minimize the extent of the
loss or damage.
24.3保险事故发⽣时，承包商与分包商均有责任尽⼒采取必要的措施，防⽌或者减少损
失。
24.4 The subcontractor shall be a registered sales tax and register NTN company, and keep the
tax status valid during the agreement period, and the subcontractor shall be liable for all direct
and indirect economic losses incurred by the Contractor as a result of his violation of the tax
laws of the locality of the Project.
分包商应为注册的销售税公司，分包商应对承包商因违反项⽬所在地税法⽽遭受的所有
直接和间接经济损失负责。
25.Governing Law
25.管辖法律
25.1 This Agreement shall be governed by and construed exclusively in accordance with the
laws of the Pakistan (the country)
25.1本协议受巴基斯坦国法律管辖，并完全按照巴基斯坦国法律解释。
26.Settlement of disputes
26.争议解决
26.1 In the event of any dispute or difference arising out of or in connection with this
Agreement, the Parties will attempt to resolve such matters by amicable negotiation and mutual
consent within a period of sixty (60) days of the notification of the dispute or difference by the
claimant to the other Parties.Should such matter fail to be resolved by amicable settlement, then
the dispute or difference arising out of or in connection with this Agreement shall be referred to
and determined by arbitration according to the rules of Arbitration Act, 1940 Pakistan by one
arbitrator appointed in accordance with such Rules. The arbitration of any dispute hereunder
shall take place in Karachi and the language of the proceedings will be English. Neither of the
Parties shall be released from performing its obligations hereunder or under the Agreement
because arbitration proceedings have been initiated.
26.1凡因本协议引起的或与本协议有关的⼀切争议，应⾸先通过友好协商解决。任何争
议如不能在60天内友好解决，则与本协议有关的争议或分歧应由⼀名指定的仲裁员根据
 巴基斯坦1940年仲裁法的规则进⾏仲裁并作出裁决。本协议项下的任何争议的仲裁应在
卡拉奇进⾏，仲裁程序的语⾔为英语。任何⼀⽅均不得因仲裁程序启动⽽免除其在本协
议项下的义务。
26.2 In the event of a dispute between Contractor and the Employer and/or any third party
which relates in full or in part to the Subcontract Works, the Subcontractor shall, at its expense,
cooperate and assist the Contractor with respect to the part that relates to the Subcontract
Works.
26.2如果承包商与雇主和/或任何第三⽅之间发⽣全部或部分与分包合同⼯程有关的争
议，分包商应⾃费就与分包合同⼯程有关的部分合作并协助承包商。
27.Invalidity
27.排除适⽤
27.1 If any provision of this Agreement shall be held to be illegal, invalid or unenforceable
under any enactment or rule of applicable law, such provision or part thereof shall to that extent
be excluded from this Agreement and the legality, validity and enforceability of the remainder
of this Agreement shall not be affected. Further, if any provision or any part thereof contained
in this Agreement shall be determined by the Employer to contradict the Main Contract (an
"Invalid Provision"), that provision or part thereof shall be severed, and the remaining
provisions of this Agreement shall remain in full force and effect as if this Agreement had been
executed without the Invalid Provision.
27.1如果本协议部分条款依法被认定为⽆效或不可执⾏，则该部分条款排除适⽤，但不
影响本协议除该条款以外其他条款的合法性、有效性和可执⾏性。此外，如果业主决定
本协议中的部分条款与主合同相抵触（⽆效条款），则该部分条款排除适⽤，本协议的
其他条款仍具有效⼒。
27.2 Without prejudice to paragraph 27.1 above, if there is an Invalid Provision, the Parties
shall negotiate in good faith to modify this Agreement so as to agree an alternative provision
which is as close as reasonably possible to achieve the original goal. Upon any agreement
having been reached, the new provision shall be incorporated in this Agreement.
27.2在不影响上述条款的前提下，如果存在⽆效条款，双⽅应本着诚实守信原则协商拟
定新条款，⼀旦达成任何协议，新条款应纳⼊本协议。
28.Subcontracting and Assignment
28.分包合同的转让与再次分包
28.1 The Subcontractor shall not assign the Subcontract or re-subcontract the work to others
without the written consent from the Contractor.
28.1对于分项⼯程再分包，分包须经承包商事先批准。承包商对于分包商转让或再次分
包本分包⼯程的任何同意、批准，均不解除或减轻本分包合同规定的分包商的任何责任
和义务。
28.2 The Subcontractor may assign the Subcontract or re-subcontract the work to others
provided that the consent from the Contractor is obtained however it shall not relieve the
Subcontractor’s obligation and responsibility under the Subcontract.
28.2分包商不得将分包⼯程整体转包或将其分拆后以分包名义转包。未取得承包商事先
书⾯同意也不得将分包合同或分包合同项下的任何权益或利益转让。
29.Entire Agreement
29.协议完整性
29.1 This Agreement including all documents referenced herein and its exhibits sets forth and
constitutes the entire agreement between the Parties hereto, and supersedes any and all prior
agreements, as well as any understandings, promises and representations made by either Party
to the other, written, electronic, or oral, concerning this Agreement and the terms applicable
hereto.
29.1本协议及其附件、说明构成本⼀份完整的分包合同协议，并取代合同签订前的协
议。
30.Counterparts
30.签约份数
30.1 The number of signed copies of this Agreement shall be two and each of the parties shall
have separate copies, but this Agreement shall not become effective until signed by each party.
30.1本协议的签约⽂本份数为2份，且当事⼈各⽅均分别持有签约⽂本，但只在每⼀⽅当
事⼈均签署时，本协议⽅能⽣效。
30.2 Each counterpart shall constitute an original of this Agreement, but all the counterparts
shall together constitute the same instrument.
30.2每⼀⽂本均构成本协议的原件，但所有⽂本共同构成相同的协议⽂件。
31.Notices
31.通知
31.1 Any notice or other document which may be given by either Party under this Agreement to
the other, shall be deemed to have been duly given if left at or sent by post, facsimile
transmission or by email to the Party's registered office (as provided above, in the preamble to
this Agreement), as an address to which notices, invoices and other documents may be sent.
Notices by facsimile or email shall be sent to the following unless otherwise notified by the
other party in writing:
31.1根据分包合同条款向承包商或分包商发出的所有通知，以及发给分包商的所有指
示，均通过邮件、电报、电话或传真发送⾄分包合同前⾔部分规定的地址。
31.2 in witness whereof, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives on the day and year first set forth above.
31.2各⽅当事⼈的正式授权代表已经于本合同⾸⻚所述⽇期签署了本合同，特此为证。
32. Expiry date and language priority
32.有效期及语⾔优先顺序
32.1 This contract shall commence on the date of signature and shall expire upon expiry of the
defects liability period for the subcontract work and settlement of the debts of both parties.
The language of this contract is bilingual and in the event of a dispute, the English language
shall prevail.
32.1本合同⾃签署⽇开始⽣效，⾄分包⼯作缺陷责任期满及双⽅债务结清后失效。本合同
语⾔为中英⽂双语，在发⽣争议时，以英语为准。

To the Contractor承包商:
Attn经办⼈:
Email电⼦邮件:
Fax传真:

To the Subcontractor:
Attn经办⼈:
Email电⼦邮件:
Fax传真:

_________________________ _________________________
Contractor Authorized representative
Date:

SubContractor
Date:

Annex A
Scope of Work

As stipulated in the Clause 3 of this contract.

Annex B

Design Drawings and Technical Information

As stipulated in the Clause 3 of this contract.

Annex C :
Subcontract BoQ

不含税单价
⼯作内容Scope 单位 Unit price 含税单价Unit 备注
序号No. 数量Qty 合价Total
of work Unit excluding price with tax Remark
SST
1、12m钢管道运
⾄现场后的卸⻋
⼯作；
2、12M管道吊
装、安装、焊接
1、Unloading of
the 12M steel
1 pipeline after it joint 800
has been
transported to
the site.
2、12M pipeline
lifting,
installation and
welding
1、24m钢管道运
⾄现场后的卸⻋
⼯作；
2、24M管道吊
装、安装、焊接
1、Unloading of
the 24M steel
2 pipeline after it 800
has been
transported to
the site.
2、24M pipeline
lifting,
installation and
welding

The unit prices in the bill of quantities have included the cost of temporary facilities, construction
transfer, labour (including social insurance, occupational safety and health, overtime, domestic
utilities, accommodation, security, etc.), all materials other than those supplied by A, all ship
equipment and tools other than those supplied by A, water, electricity and fuel, safety,
environmental protection and civilized construction. insurance, self-inspection, welding seam
testing and inspection, (NOT OUR SCOPE) defect repair, labour, ship machinery and equipment
reduction and discontinuance due to process, construction schedule (including the owner or Party A
plan adjustment) or objective factors (including force majeure, etc.), management fee, profit,
income tax, sales tax and other additional taxes and fees, as well as all responsibilities, obligations
and risks expressed or implied by the contract.
⼯程量清单中的单价均已包括为了实施和完成本合同⼯程所需的临时设施费，施⼯调遣费，
⼈⼯费（含社会保险费、职业安全健康、加班费、⽣活⽔电、住宿、安保等等），除甲供材
料以外的其他所有材料费，除甲供船机设备外的其他所有船机设备及⼯具使⽤费，⽔电燃油
费，安全环保⽂明施⼯费，保险费，⾃检，焊缝试验检测配合，缺陷修复，因⼯艺流程、施
⼯进度安排（包括业主或甲⽅计划调整）或客观因素（含不可抗⼒等）造成的⼈⼯、船机设
备降效与停置费，管理费，利润，所得税、销售税等其他各种附加税费和规费等，以及合同
明示或暗示的所有责任、义务和⻛险。
SST是根据建筑服务的13%的销售税计算的，如果遇到税收调整，则根据税收变化进⾏调
整。
SST is calculated based on sales tax of 13% for construction services and adjusted to tax changes
if tax adjustments are encountered.
Annex D
Time Schedule and Milestones

Item Commencement Date Completion Date Remark

S/N

1、12m钢管道运⾄现场后的
卸⻋⼯作；
2、12M管道吊装、安装、焊
接1、Unloading of the 12M
1 2023/2/15 2023/12/15
steel pipeline after it has
been transported to the site.
2、12M pipeline lifting,
installation and welding
 Annex E
The Contractor’s QC Regulations

Subcontractors are staffed to collect construction photos daily for submission to the contractor with
job content, parts, pile numbers, etc.

Annex F
The HSE Regulations

Achieve relevant HSE requirement of the Employer and Contractor.

Annex G
The Insurances that the Subcontractor shall Provide in accordance with Sub-Clause

1. Insurance for Equipment & Vehicle

2. Personnel Insurance of the Subcontractor’s Staff & EOBI, SESSI

Annex H
The List of Documentation and Requirements that Apply to the Subcontractor and the Subcontract
Works for the Purpose of Approval by the Employer
1.
2.
Annex I
承包商提供主材⼀览表/List of main materials provided by the
contractor
超耗扣款单
价
允许损耗
(PKR)Over
序号/No. 材料名称/Material 规格型号/Model 单位/Unit 暂定数量 率/Allowab 备注/Remarks
consumption
le loss rate
deduction
unit price
2134mm球墨铸铁
m 0
管-MS

Annex J
 分包商投⼊本合同⼯程主要设备最低配置表/Subcontractor into the contract
works the minimum configuration of the main equipment table
设备性能要
进场时间/Entry 求/Equipment
序号/No 设备名称/Equipment 规格型号/Model 台数/Quantity
time performance
requirements

1 Welding Machine/焊机 16
Automatic Welding
2 4
Machine/⾃动焊机
Electric Generator
3 4
100KVA/发电机
4 Tractor Trolly/拖拉机 2
Air Compressor 300 CFM/
5 2
空压机
6 Crane 50-Ton/吊⻋ 3
Internal/External Clamp
7 3
84"/对⼝设备

Standard Terms of Compliance Protection

The both Parties agree that the terms and conditions under the Standard Terms of
Compliance Protection constitute an important part of the contract concluded by and
between the Parties, and both Parties should abide by it.

I. Definition of Public Official

“Public Official” specified in the Standard Terms of Compliance Protection is
broadly defined and includes the followings:

o Officials, employees, representatives of governments, and any other person

acting on behalf of government (or otherwise authorized to act under official
right);
o Officials, employees, or representatives of public international
organizations;

o Officials, employees, or representatives of political organizations or

members of royal families, who exercise public rights; and
 o Officials and employees of public enterprises, which are enterprises over
which a government or governments exercise, directly or indirectly, a
controlling or dominant influence.
II. Compliance with Anti-Corruption Laws.

[Subcontractor] represents, warrants, and covenants that, in relation to the activities

or transactions contemplated by this Agreement [Subcontractor] and
[Subcontractor’s] affiliates, subsidiaries, directors, officers, employees, agents,
consultants, contractors, designees, ultimate beneficial owners, and shareholders, and
all other persons or parties acting on [Subcontractor’s] behalf, directly or indirectly,
have not violated and will not violate, or cause [Contractor] to violate, the Criminal
Law of the People’s Republic of China, the United Nations Convention Against
Corruption, the OECD Convention on Combating Bribery of Foreign Public Officials
in International Business Transactions (as implemented by its signatories), or any
other applicable anti-corruption, anti-fraud, anti-collusion or fair competition law
(collectively, the “Anti-Corruption Laws).” Specifically, [Subcontractor] represents,
warrants, and covenants that neither [Subcontractor] nor any of [Subcontractor’s]
affiliates, subsidiaries, officers, directors, employees, agents, consultants, contractors,
designees, ultimate beneficial owners and shareholders, nor any other person or party
acting on [Subcontractor’s] behalf have made and will not make the followings:

A. To any Public Official or to any other person or entity if such payments or

transfers would have the purpose or effect of:
i. Improperly influencing any act or decision of a Public Official;
Inducing any Public Official to do or omit to do an act in violation of that
ii.
Public Official’s lawful duty;
Inducing any Public Official to use his or her influence directly, or with a
iii.
domestic or foreign government or instrumentality thereof, to affect or influence
any act or decision of such government or instrumentality; or
iv. Improperly assisting [Contractor] or [Subcontractor or the relevant Subsidiary]
to obtain or retain business or otherwise to secure any improper advantage; or

B. To any person, whether or not a Public Official,

i. Withthe intention to bring about or reward the improper performance of a duty
or obligation to which the person is subject; or
With the knowledge or belief that the acceptance of the payment or thing of
ii.
value in itself constitutes the improper performance of the person’s duty or
obligation.
III. Continuing Obligations
[Subcontractor] represents and warrants that [Subcontractor] and [Subcontractor’S]
[affiliates, subsidiaries, directors, officers, employees, agents, consultants,
contractors, designees, ultimate beneficial owners and shareholders], and all other
persons or parties acting on [Subcontractor’s] behalf are and will remain in
compliance with the Anti-Corruption Laws for the duration of this Agreement.

IV. Public Official Involvement

Other than those disclosed to [Party A], [Subcontractor] does not have any current
officers, directors, ultimate beneficial owners, shareholders (excluding for purposes
of this section shareholders of a publicly traded company) or employees who are, or
whose immediate family members are, Public Officials, and should it become aware
of any such officer, director, ultimate beneficial owner, shareholder or employee
becoming a Public Official, it shall inform [Contractor] within a reasonable time.

V. No Secret Funds
[Subcontractor] does not have and shall not create or maintain any secret or
unrecorded fund, account, or asset (regardless of whether it is relevant or irrelevant
with the transactions under the agreement), for the purpose of taking or facilitating
any prohibited payment or other action under the Anti-Corruption Laws, throughout
the term of this Agreement.
VI. Compliance Certification

Within (30) days prior to each anniversary of the date hereof, [Subcontractor] shall
provide an annual certification of compliance with the Anti-Corruption Laws.
VII. Indemnity
[Subcontractor] undertakes to hold [Contractor], its representatives, officers, directors,
employees, and shareholders harmless in respect of all damages and consequences,
including without limitation to any penalties, damages, or pecuniary consequences
which could affect any such person or party as a result of the violation or breach of
any of the obligations subscribed by [Subcontractor] under this Agreement’s Anti-
Corruption Representations, Warranties, and Covenants provisions.
VIII. Cancellation Rights
According to reliable information source, including but not limited to Subcontractor’s
statement or any reliable news report, if Contractor deems that Subcontractor has
materially violated its related statement, warrants and commitments in the appendix
on obeying the anti-corruption law, it can be considered that Subcontractor involves
in a substantial violation of this agreement. No matter whether Subcontractor is
convicted or punished due to any breach of the anti-corruption law, Contractor has the
right to terminate the agreement, without bearing the penalty or compensating
Subcontractor.
IX. Audit Rights
[Subcontractor] shall maintain all records necessary to confirm its compliance with
the [above Clauses]. Upon receiving an prior notice from [Contractor],
[Subcontractor] agrees to provide reasonable access to all of its accounts, books, and
records related to this Agreement, either to [Contractor] or to an internationally
recognized audit firm appointed by [Contractor], for the purpose of allowing
[Contractor] or such audit firm to review and audit such accounts, books and records.
Access to the aforesaid accounts, books and records and any such review or audit by
[Contractor] and the audit firm it designated generally are deemed to be strictly
limited to the scope of work as stated in this Agreement for compliance audit. The
price of any audit under this Clause shall be at the sole cost of [Contractor].
X. Expenses
Any expenses incurred by [Subcontractor] in the course of performing work for
[Contractor] as contemplated under this Agreement shall be borne entirely by
[Subcontractor] unless approved by [Contractor] in advance and fully supported by
proper documentation.
XI. Investigation Notification:
10.[Subcontractor] agrees to immediately notify [Contractor] should it become
aware that it is under investigation by any enforcement or regulatory agency,
government body, international institution, securities exchange, or non-governmental
organization related to any activities under this Agreement; moreover,
[Subcontractor] will immediately inform [Contractor] should it become aware of
any investigation by any enforcement or regulatory agency, government body,
international institution, securities exchange, or non-governmental organization
related to Anti-Corruption Laws regardless of whether the conduct relates to this
Agreement.
Consultation Hotline: 0086-10-82016267
E-mail: compliance@ccccltd.cn

Letter of Compliance Undertaking on Subcontracting

Undertaking on Subcontract Compliance

We are aware that, effective from August 26, 2020, [ CCCC ] (the “Designated
Entity”) was listed on an export control restricted party list (the “Entity List”)
administered by the Bureau of Industry and Security of the United States Department
of Commerce (“BIS”). After being listed on the Entity List, the Designated Entity is
generally prohibited from receiving items that are subject to the Export
Administration Regulations (“EAR”) without an export license issued by BIS.

Given that the Designated Entity has engaged us as a subcontractor in the [THE
GREATER KARACHI BULK WATER SUPPLY SCHEME K-IV Phase-I] and to
perform [Camp Construction Work], we hereby certify to the Designated Entity that:

We guarantee that we will not further acquire any items subject to the EAR
(including commodity, software and technology) for the purpose of [THE GREATER
KARACHI BULK WATER SUPPLY SCHEME K-IV Phase-I]. Specifically, these
items include:
1. Items have passed and will pass through the United States in transit,
including items within the foreign trade zones of the United States.
2. Items that are U.S. origin (i.e., manufactured, refurbished, assembled, or
upgraded in the United States);
3. Items that incorporate any controlled U.S. origin contents that have a
 value exceeding 25% of the items’ total value; or
4. Items that are produced from the U.S. origin software or technology
subject to control for national security reasons
We undertake that, if any item acquired by us for the purpose of [THE GREATER
KARACHI BULK WATER SUPPLY SCHEME K-IV Phase-I] after August 26, 2020
becomes an item subject to the EAR in the future, we will guarantee to notify the
Designated Entity immediately.

As far as we know, there are neither facts inconsistent with this statement nor other
facts indicating that providing any item to a Designated Entity has resulted, or will
result, in violation of the EAR.
This statement is made in Chinese and English. The Chinese version is the
translation of the English version. In case of any discrepancies between the two
versions, the English version shall prevail.
[Subcontractor]/[Seal]

We are authorized to make this statement on behalf of the [subcontractor] and

confirm that the facts and representations contained herein are accurate and complete.
Name of Authorized Representative:
Signature: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Date: , 2022

On Demand Performance Bond

Date:＿＿＿＿＿＿ Bond number: ＿＿＿＿＿＿

Brief description of Sub-Contract ＿＿＿＿＿＿

Name and address of Beneficiary＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿(whom

the Sub-Contract defines as the “Contractor”）

Whereas, We have been informed that ＿＿＿＿＿＿＿ (hereinafter called the

“Principal”) is your sub-contractor under the Sub-Contract, which requires him to
obtain a performance security in respect of the Principal’s performance of the Sub-
Contract.

At the request of the Principal, we (name of bank) ＿＿＿＿ hereby irrevocably and
unconditionally undertake to pay you an amount or amounts not exceeding in
aggregate [*] （the “Guaranteed Amount” ）upon receipt by us of your demand in
writing and your written statement stating that:
(a) the Principal is in breach of his obligation(s) under the Sub-Contract (or the
Principal is insolvent), and

(b) the amount you wish to claim.

You may assign or charge the benefit of this bond, without our or the Principal’s
consent to whom you assign the contractual rights and obligations under the Sub-
Contract, provided that you provide us with a prior written notice of the assignment
of the Sub-Contract.

This bond shall expire at the close of normal banking hours on [*] (the “Expiry
Date”).We have been informed that the Contractor may require the Principal to
extend this guarantee if the performance certificate under the Sub-Contract has not
been issued by the date 28 days prior to the Expiry Date. We undertake to pay you
the Guaranteed Amount upon receipt by us, within such period of 28 days, of your
demand in writing and your written statement that the performance certificate has not
been issued, for reasons attributable to the Principal, and that this guarantee has not
been extended.

This guarantee shall be governed by the laws of England and Wales, and shall be
subject to the ICC Uniform Rules for Demand Guarantees, 2010 revision, ICC
Publication No. 758.，and the supporting statement under article 15[(a)] [(b)] is
excluded. The parties to this bond agree that all disputes or claims (including non-
contractual disputes or claims) concerning to this bond is exclusively under
jurisdiction of the courts of England and Wales.

Yours faithfully,
.....................

For and on behalf of

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