MASTER CONSTRUCTION SERVICES AGREEMENT

This MASTER CONSTRUCTION SERVICES AGREEMENT [insert Ariba Contract Number] (this “MCSA” or
“Agreement”) is effective as of ________________ (“Effective Date”) by and between Contractor and Company, both
of which may hereinafter be referred to individually as a “Party” or collectively as the “Parties”.

All Exhibits referenced in the Table of Exhibits below are hereby incorporated into and made a part of this Agreement
by reference hereto, and by signature below Contractor acknowledges receipt of all listed Exhibits.

ISSUED TO (“Contractor”): ISSUED BY (“Company”):

XXXXXXXXXXXXXXX XXXXXXXXXXXXXXX
and such of its Affiliates as may execute Commercial and such of its Affiliates as may execute Commercial
Terms incorporating this Agreement by reference Terms incorporating this Agreement by reference

Physical Address: Physical Address:

Mailing Address: Mailing Address:
Phone No.: Phone No.:
Fax No.: Fax No.:

IN WITNESS HEREOF, the Parties have executed this Agreement effective as of the date first above written.

Contractor Company

By: ______________________________ By: ______________________________

Name: Name:
Title: Title:
Date: Date:
 TABLE OF CONTENTS

SECTION DESCRIPTION

1. DEFINITIONS; RULES OF CONSTRUCTION

2. EXPRESS TERMS; ACCEPTANCE
3. INDEPENDENT CONTRACTOR
4. CONTRACTUAL DOCUMENTS
5. CONSIDERATION, INVOICING, PAYMENT, LIENS, NO WAIVER
6. NOTICES AND ADMINISTRATION
7. GENERAL WORK RESPONSIBILITIES OF CONTRACTOR
8. WARRANTIES
9. INDEMNITY AND CONSEQUENTIAL DAMAGES
10. INSURANCE
11. TAXES
12. CHANGES
13. SUSPENSION AND TERMINATION
14. FORCE MAJEURE AND DELAYS
15. EXERCISE OF WARRANTY
16. SAFETY AND SOCIAL RESPONSIBILITY REQUIREMENTS
17. WORK NONEXCLUSIVE
18. INTELLECTUAL PROPERTY
19. CONFIDENTIALITY
20. ASSIGNMENT AND RIGHT TO AUDIT
21. AUTHORITY
22. CHOICE OF LAW
23. REMEDIES CUMULATIVE; NO WAIVERS
24. CONTINUING OBLIGATIONS
25. ANTI-KICKBACK
26. COMPLIANCE WITH LAWS AND COMPANY POLICIES
27. ENTIRE AGREEMENT; AMENDMENTS

Table of Exhibits

Exhibit Description
A Form of Commercial Terms
B Invoicing Requirements
C International Requirements
D Occidental Oil and Gas Corporation Drugs, Alcohol, and Controlled Substances Requirements
E Occidental Oil and Gas Corporation Minimum Health, Environment, Safety & Social
Responsibility Guidelines
F Lien Waiver and Release Forms
G Occidental Oil and Gas Corporation Surveillance Technology Guidelines

H Form of Change Request

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1. DEFINITIONS; RULES OF CONSTRUCTION

1.1 The following terms shall have the meanings given in this Article whenever used in the MCSA:

1.1.1 “Affiliate(s)” shall mean, with respect to any Person, any other Person that directly or indirectly, through one
or more intermediaries, controls, is controlled by, or is under common control with, such first Person, for which
purposes “control” shall mean the ability to direct the management or policies of a Person through: beneficial
ownership of 50% or more of the voting shares or other securities of a Person, its position as general partner of a
limited partnership, its position as the manager of a limited liability company, through a written agreement, or by
being a party in a joint venture.

1.1.2 “Agreement” shall mean, as the context required, the relevant Agreement formed pursuant to Section 2.2.

1.1.3 “Agreement Effective Date” for each Agreement, shall have the meaning as set forth on the first page of the
relevant Commercial Terms.

1.1.4 “Applicable Laws” means any and all Laws applicable to the performance of the Work or fulfillment of any
Person’s obligations under this MCSA whether in effect as of the Agreement Effective Date or thereafter and, in each
case, as amended, but excluding, any Law, to the extent that compliance therewith would result in a breach of, be
penalized by, or be reportable under the laws of the United States of America (including, for the avoidance of doubt,
any economic sanctions or anti-boycott laws, rules and regulations of the United States of America).

1.1.5 “Applicable Permits” shall mean each and every national, state, local or other license, consent, appraisal,
authorization, plan, ruling, exemption, variance, order, judgment, decree, declaration, regulation, certification, filing,
recording, permit or other approval with, from or of any Governmental Entity including each and every environmental,
construction, operating or occupancy permit and any agreement, consent or approval from or with any other Person,
that is required by any Applicable Law or that is otherwise necessary for the performance of the Work or operation of
the Facilities including the Company Acquired Permits and Contractor Acquired Permits.

1.1.6 “Approved Change” shall mean a Change Order or a Change to which Contractor is entitled pursuant to
any resolution, settlement or final judgment in a dispute or litigation.

1.1.7 “Budget” shall mean the estimated cost (including the cost of its Personnel and/or Subcontractors) of
completing the portion of the Work that is performed on a time and materials basis (if any) pursuant to Section 5.2, as
specified in a Commercial Terms.

1.1.8 “Change” shall have the meaning as set forth in Section 12.1.

1.1.9 “Change Event” shall have the meaning as set forth in Section 12.3.

1.1.10 “Change of Law” means any amendment, modification, superseding act, deletion, addition or change in or to
any Applicable Law (excluding changes to any Taxes) in the jurisdiction where the Facilities are located that occurs
and takes effect after the Agreement Effective Date.

1.1.11 “Change Order” means a formal agreement to a Scope Adjustment or Change, in the form set forth in
Exhibit J executed by Company’s Representative and Contractor’s Representative.

1.1.12 “Change Request” shall have the meaning as set forth in Section 12.5.1(a).

1.1.13 “Claims” shall mean any and all claims (including claims for indemnification under other contracts,
agreements, or arrangements, and claims under arbitration), charges, judicial proceedings, administrative
proceedings, enforcement proceedings, investigations, audits, grievances, demands, damages, injunctions, orders,
awards, settlements, encumbrances, causes of action, and other actions, of every kind and character, including in
each case actions in rem or in personam and actions of Governmental Entities and actions on account of loss of or
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damage to property, bodily injury, personal injury, illness, disease, maintenance, cure, loss of consortium, loss of
support, death, and wrongful termination of employment), whether created by or based upon law, contract, tort,
premises liability or other legal theory. “Claim” means any of the foregoing.

1.1.14 “Claim Notice” shall have the meaning as set forth in Section 9.9.1(b).

1.1.15 “Code” shall mean Occidental Petroleum Corporation’s Code of Business Conduct.

1.1.16 “Commercial Terms” shall mean the agreement regarding specific Work accepted by Company and
Contractor, which shall be in writing and may be in the form attached hereto as Exhibit A or a purchase, service or
work order, and shall establish, among other things, the relevant scope of Work, the term of duration of the Work and
the resulting compensation due to Contractor.

1.1.17 “Company” shall mean the Person verified as such on the first page hereto, and such of its Affiliates as may
execute any Agreement in accordance with Section 2.1 of this MCSA.

1.1.18 “Company Acquired Permits” shall mean all Applicable Permits that may only be obtained by Company as
required by Applicable Law.

1.1.19 “Company Commercial Representative” shall have the meaning set forth in Section 6.1.

1.1.20 “Company Contractor” shall mean any contractor, vendor, supplier, materialman, architect, engineer,
consultant, subcontractor or other Person (other than Contractor or any other member of the Contractor Group)
performing work for Company, or providing goods or services to Company, in relation to the Work or on the Site, and
includes any Person (at any further subcontracting tier) to which such performance is further subcontracted

1.1.21 “Company Group” shall mean Company and its Affiliates, its and their joint venturers, joint interest owners,
co-owners, co-lessees, partners, if any, and their respective directors, officers, Personnel, agents, representatives,
and any heirs, successors, and assigns of any of the above (excluding any Company Contractors).

1.1.22 “Company Installed Facilities” shall have the meaning as set forth in Section 7.9.1(d).

1.1.23 “Company Instruction” shall have the meaning as set forth in Section 12.2.

1.1.24 “Company Insureds” shall have the meaning as set forth in Section 10.5.1(a).

1.1.25 “Company-Provided Information” shall have the meaning as set forth in Section 7.11.1(b).

1.1.26 “Company-Provided Items” shall have the meaning as set forth in Section 7.9.1(a).

1.1.27 “Company Representatives” shall be the Persons designated in each relevant Commercial Terms as
Company Commercial Representative and Company Technical Representative, in accordance with Section 6.1.

1.1.28 “Company Technical Representatives” shall have the meaning set forth in Section 6.1.

1.1.29 “Confidential Information” shall mean all Deliverables, proprietary information, and other commercially
valuable or sensitive information of Company in whatever form (including all oral and visual information, and all
information recorded in writing or electronically, or in any other medium or by any other method), including formulae,
research and development, compositions, manufacturing and production processes and techniques, methods,
technical data, designs, graphs, drawings, samples, devices, models, specifications, customer and supplier lists,
pricing and cost information and business and marketing plans and proposals and any other materials or information
of whatever description, all of which Company considers confidential, proprietary or of a commercially sensitive
nature, regardless of whether specifically identified as such, or Contractor should know is regarded as confidential,
proprietary or of a commercially sensitive nature by Company, in each case: relating to Company’s operations,

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facilities, processes, plans, intentions, product information, know-how, designs, trade secrets, software, market
opportunities or business affairs relating to the Work, this Agreement or any Commercial Terms, ascertainable by
the inspection and/or analysis of samples or relating to wells or reservoirs (including geological data, geophysical
data, logging data, depth, formation penetrated, coring, testing and survey results), which is disclosed to Contractor
by Company, obtained by Contractor from Company or a Third Party acting on Company’s behalf, or generated by
Contractor in the course of performance of the Work. The term Confidential Information also includes the terms and
provisions of the MCSA and each Agreement, and all of the discussions, conversations, and negotiations leading to
the execution and performance of the MCSA or an Agreement. The term Confidential Information shall be deemed
not to include information that, as shown by written or electronic evidence of Contractor is already known to
Contractor prior to the MCSA Effective Date or the Agreement Effective Date (as applicable), and without breach of
any confidentiality obligation owned to Company, ) is already in possession of the public or becomes available to the
public other than through the act or omission of Contractor, and without breach of any confidentiality obligation
owned to Company, is acquired independently by Contractor from a Third Party that has the right to disseminate
such information at the time it is acquired by Contractor and without breach of any confidentiality obligation, or is
developed by Contractor independently of the Confidential Information. Information is not to be considered to be in
the public domain for the purposes of the MCSA or any Agreement unless it is lawfully available to the general public
from a single source without restriction on its use or disclosure. In addition, specific information is not considered to
be in the public domain for purposes of the MCSA or any Agreement if only a general embodiment or description of
such information is available in the public domain.

1.1.30 “Contract Price” shall have the meaning set forth in Section 5.2.

1.1.31 “Contractor” shall mean the Person verified as such on the first page hereto, and such of its Affiliates as
may execute any Agreement pursuant to Section 2.1 of this MCSA.

1.1.32 “Contractor Acquired Permit” shall mean all Applicable Permits, other than the Company Acquired Permits,
including the following:

a) building permits required for the construction of the Facilities;

b) labor or health standard permits and approvals reasonably related to construction of the Facilities;

c) business permits reasonably related to the conduct of the operations of Contractor and/or its Subcontractors in
any other location where such permits may be required (including all Contractor’s licenses and related
documents);

d) permits, approvals, consents or agreements from or with any Person necessary for the performance by
Contractor of the Work or its warranty obligations hereunder, for the transportation or importation of Materials
and Equipment or for the transportation or importation of equipment, tools, machinery and other items used by
Contractor in performance of the Work; and

e) permits, visas, approvals and certifications necessary for Contractor’s employees to legally perform the Work at
the location of any; and

f) permits, approvals or consents from or with any Person as may be required for Contractor to install, test, operate
and/or modify any portion of the Materials and Equipment, as set forth in the Agreement.

Without limiting the foregoing, Contractor Acquired Permits include permits for temporary construction utilities and
temporary sanitary facilities, dump permits, road use permits, permits related to Contractor’s or any Subcontractor’s
use, storage and disposal of Hazardous Materials, and permits issued pursuant to any building, mechanical,
electrical, plumbing or similar codes, each as required by Governmental Requirement in order to permit Contractor to
perform the Work.

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1.1.33 “Contractor Group” shall mean Contractor and its Affiliates, its and their joint venturers, joint interest owners,
co-owners, co-lessees, subcontractors of any tier, partners, if any, and their respective directors, officers, Personnel,
agents, Subcontractors and representatives, and any heirs, successors, and assigns of any of the above.

1.1.34 “Contractor’s Representative” shall be the Person designated in accordance with Section 6.1 pursuant to the
relevant Commercial Terms.

1.1.35 “Defect” shall mean any non-compliance of the Performance Standards, Facility, the Work, any Materials
and Equipment or any Deliverables, or any part thereof.

1.1.36 “Deliverables” shall mean all work product and all related written reports, requirements and design
documents (including newly created technical and non-technical data embodied therein), specifications, drawings,
custom tooling, dies, patterns, blueprints, tracings, diagrams, models, samples, software programs, flow charts,
notes, technical data, compilations, outlines and other similar documents and materials (including all intermediate
versions and derivative works therefrom), that are developed, authored, conceived, originated, prepared or otherwise
created by or on behalf of Contractor as a result of the relationship created under this Agreement and the Work to be
performed pursuant hereto, along with all Intellectual Property Rights.

1.1.37 “Facilities” means, collectively, the building(s), structure(s), equipment, earthworks, improvements, or other
object(s) to be constructed, created, maintained, improved, remodeled, carried out or modified by the Work under the
relevant Commercial Terms, including all components of the same.

1.1.38 “Force Majeure” shall have the meaning as set forth in Section 14.1.1(a).

1.1.39 “Good Industry Practice” means performance of the Work using the standards, practices, methods and
procedures, and exercising the degree of skill, care, diligence, prudence and foresight, in each case, that would be
expected to be observed by a skilled and experienced international market leading contractor engaged in carrying out
activities the same as or similar to the Work under the same or similar circumstances as those contemplated in this
Agreement at the time such activities were performed; to the reasonable satisfaction of Company; and in
accordance with Applicable Law.

1.1.40 “Governmental Entity” shall mean, whether domestic or foreign, any federal, state, local, municipal, or other
such entity, and any political subdivision thereof; any governmental, regulatory, or administrative agency,
department, commission, ministry, body, board, bureau, instrumentality, or other authority exercising or entitled to
exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power; and any
court or governmental or administrative or regulatory tribunal, of the state of the United States or country where the
Work is performed pursuant to this Agreement.

1.1.41 “Governmental Requirement” shall mean any Applicable Law or Permit Requirement.

1.1.42 “Gross Negligence” shall mean any act or failure to act which, in addition to constituting negligence, was in
reckless disregard of or wanton indifference to the consequences of such act or failure to act.

1.1.43 “Group” shall have the meaning as set forth in Section 10.2.

1.1.44 “Hazardous Materials” shall mean: any petroleum or petroleum products or wastes, explosives, radioactive
materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, polychlorinated
biphenyls (PCBs), and naturally occurring radioactive materials; any chemicals, pollutants, contaminants, wastes,
degradation by-products, toxic substances or other materials or substances which are now or hereafter become
defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,”
“extremely hazardous wastes,” “restricted hazardous wastes,” “dangerous waste”, “toxic substances,” “toxic
pollutants,” “toxic waste”, “special waste,” “contaminants” and “pollutants” or words of similar import as defined in or
identified under any Governmental Requirement; and any other chemical, element, compound, or other material or
substance, exposure to which or use of which is now or hereafter prohibited, limited, or regulated under any
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Governmental Requirement or Company’s environmental policies and procedures applicable to Contractor’s
performance of the Work under this Agreement.

1.1.45 “HES&SR” is the acronym for “Health, Environment, Safety and Social Responsibility” and shall mean the
functional areas of occupational health, industrial hygiene, environmental protection, remediation, safety, process
safety, transportation and pipeline safety, social responsibility and management of risks pertaining to the foregoing
areas.

1.1.46 “Indemnified Party” shall have the meaning as set forth in Section 9.9.1(a).

1.1.47 “Indemnifying Party” shall have the meaning as set forth in Section 9.9.1(a).

1.1.48 “Intellectual Property Rights” shall mean all inventions, discoveries, concepts or ideas and expressions
thereof, patents, copyrights, trade secrets, trade names, know-how, intellectual property, software, shop rights, moral
rights, licenses, developments, research data, designs, processes, formulas, and other intangible proprietary or
property rights, whether or not patentable (or otherwise subject to legally enforceable restrictions or protections
against unauthorized Third Party usage), and any and all applications for, and extensions, divisions, and reissuances
of, any of the foregoing, and rights therein, and whether arising by statute or common law.

1.1.49 “Laws” means all constitutions, laws, treaties, statutes, orders, decrees, rules, injunctions, Applicable
Permits, approvals, agreements, regulations, codes, ordinances, guidelines or policies, applicable codes and
standards, judicial or published administrative interpretations thereof having the force of law, including all judicial or
administrative orders, consents, decrees and judgments, and all published directives guidelines, consents and
authorizations of, or from, Governmental Entities, requirements or other governmental restrictions which have the
force of law, and all determinations by, or interpretations of any of the foregoing by, any Governmental Entity having
jurisdiction over the matter in question.

1.1.50 “Lien Release Forms” shall have the meaning as set forth in Section 5.9.

1.1.51 “Losses” means all liabilities, damages, losses, costs, fines, penalties and expenses (including all litigation
and arbitration costs and expenses and reasonable attorneys’ fees associated with any Claim) that accrue at any
time, whether created by or based upon law, contract, tort, premises liability, voluntary settlement, judicial
proceedings, administrative proceedings, enforcement proceedings, or any other circumstances. “Loss” means any
of the foregoing.

1.1.52 “Materials and Equipment” shall mean all materials, equipment, facilities, fuel, machinery, apparatuses,
instruments, appliances, tools, spare parts, consumables, software programs and supplies required to perform the
Work.

1.1.53 “MCSA” shall mean this Master Construction Services Agreement and its Exhibits.

1.1.54 “MCSA Effective Date” shall have the meaning as set forth on the first page hereto.

1.1.55 “OSHA” shall mean Occupational Safety and Health Administration created by the Occupational Safety and
Health Act of 1970, as amended. This is an agency of the US Government that oversees worker’s safety and health.

1.1.56 “Party” or “Parties” shall mean the parties to this Agreement.

1.1.57 “Performance Standards” shall have the meaning as set forth in Section 8.1.1(a).

1.1.58 “Permit Requirements” means any requirements or conditions on or with respect to the issuance,
maintenance, renewal or transfer of any Applicable Permit or any application therefore.

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1.1.59 “Person(s)” shall mean any individual, firm, partnership, corporation, limited liability company, master limited
partnership, association, joint stock company, trust, joint venture, unincorporated organization or any other legal
entity.

1.1.60 “Personnel” means individuals employed or engaged as employees, consultants, independent contractors or
in any other capacity.

1.1.61 “Project” means, with respect to each Commercial Terms, the meaning given in such Commercial Terms,
and in any case includes all of the activities and operations of Company Group and Contractor Group that are
contemplated by any part of this Agreement.

1.1.62 “Records” shall mean a true and correct set of records, including accounts, invoices, tickets and any other
documents in connection with Contractor’s performance of its obligations hereunder, including any payments
received or costs incurred by Contractor in that regard.

1.1.63 “Release” shall mean the release, spill, emission, escaping, leaking, pumping, pouring, injection, deposit,
disposal, discharge, dispersal, leaching, migration, or movement into the environment (indoor or outdoor) of any
Hazardous Materials, including the abandonment or discarding of Hazardous Materials in any manner not consistent
with any Governmental Requirement or Company’s environmental policies and procedures applicable to Contractor’s
performance under this Agreement.

1.1.64 “Re-work” shall have the meaning as set forth in Section 8.1.1(c).

1.1.65 “Services” shall mean all the activities executed by Contractor pursuant to this Agreement.

1.1.66 “Schedule” shall have the meaning as set forth in Section 7.2.1(a).

1.1.67 “Scope Adjustment” shall have the meaning as set forth in Section 12.1.

1.1.68 “Site” shall mean any real property on which Contractor Group will be performing Work.

1.1.69 “Subcontract” shall mean any contract between Contractor and one or more Subcontractors in connection
with the Work.

1.1.70 “Subcontractor” shall mean each direct or indirect subcontractor, supplier or vendor of Contractor in
connection with the Work.

1.1.71 “Taxes” shall mean any and all taxes, levies or other like assessments, including income tax, franchise tax,
profits tax, windfall profits tax, surtax, gross receipts tax, capital gains tax, remittance tax, withholding tax, sales tax,
use tax, value added tax, goods and services tax, presumptive tax, net worth tax, excise tax, ad valorem tax, property
tax (real, personal or intangible), inventory tax, transfer tax, premium tax, environmental tax, customs duty, stamp tax
or duty, capital stock tax, franchise tax, margin tax, occupation tax, payroll tax, employment tax, social security tax,
unemployment tax, disability tax, alternative or add-on minimum tax, estimated tax, and any other tax or assessment
imposed, together with any and all interest, fines, penalties or similar additions thereto, whether disputed or not, by
any Governmental Requirement or taxing authority of any jurisdiction.

1.1.72 “Third Party(ies)” shall mean any Person that is not a Company Contractor, a member of Company Group or
a member of Contractor Group.

1.1.73 “Transactional Taxes” shall have the meaning as set forth in Section 11.2.

1.1.74 “Utilities” means public and private utility services, facilities and infrastructure, including water, electricity,
gas, ethane, fuel, telephone, drainage, sewerage, railway, industrial waste disposal and electronic communications
service, facilities and infrastructure.

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1.1.75 “Warranty Period” shall have the meaning as set forth in Section 8.1.1(b).

1.1.76 “Willful Misconduct” shall mean any misconduct which is done intentionally, knowingly and purposely,
without justifiable excuse.

1.1.77 “Work” shall mean the performance of all Services, the provision of the Facilities and all associated
Materials and Equipment and Personnel, and the provision of all Deliverables, by or on behalf of Contractor for
Company pursuant to this Agreement, and all associated obligations, duties and responsibilities to be performed by
or on behalf of Contractor under this Agreement.

1.1.78 “Work Areas” shall have the meaning as set forth in Section 9.4.1(a).

1.2 Interpretation. In the context of a specific Agreement formed pursuant to Section 2.1, references to “this
Agreement,” “the Agreement,” “hereby,” “herein,” “hereinafter,” “hereof,” “hereto,” “hereunder,” and words of similar
import (including when used in Article through Article 26 or the Exhibits to this MCSA), shall be interpreted as
references to the Agreement formed by the relevant Commercial Terms, references to “other Agreements” or any
“other Agreement” shall be interpreted as referring to the other Agreements formed pursuant to Section 2.2, whether
entered into before, contemporaneously with, or after, the relevant Agreement, and references to “each Agreement”
or “any Agreement” means each, every and any Agreement formed pursuant to Section 2.2 of the MCSA. The
headings used in this MCSA and each Agreement are for convenience only and are not intended to be interpretative,
definitive or supplemental to the respective paragraphs, provisions, Articles or Sections of this MCSA and each
Agreement. As used in this MCSA and each Agreement, the term “Article” refers to an article of the main body of this
Agreement, and the term “Section” refers to a section of the main body or an Exhibit of this Agreement. As used in
any Agreement or this MCSA, the terms “hereunder,” “herein,” “hereof” and words of similar import are references to
the relevant Agreement or this MCSA (as applicable) as a whole and not to any particular provision of this
Agreement, unless expressly provided to the contrary. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”. Words, obligations, representations, restrictions, rights,
remedies or other matters connected by the word “or” are not exclusive of one another, unless expressly stated
otherwise. Unless the context requires otherwise:

(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(b) any reference herein to any statute, regulation or law shall be construed as referring to such statute,
regulation or law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

(c) any reference herein to any Party shall be construed to include such Party’s successors and assigns
(subject to the restrictions contained herein); and

(d) with respect to the determination of any time period, the word “from” means “from and including” and the
word “to” means “to and including.”

1.3 Time is of the essence in this MCSA, the Commercial Terms, and each Agreement.

1.4 No provision of this Agreement shall be interpreted or construed against any Party solely because such
Party or its legal representative drafted such provision.

2. EXPRESS TERMS; ACCEPTANCE

2.1 If the Company (or any of its Affiliates) desires to have Work performed by the Contractor (or any of its
Affiliates), the Contractor (or any of its Affiliates) and the Company (or any of its Affiliates) may execute Commercial
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Terms substantially in the form of the Exhibit A attached hereto, setting forth all proposed technical and commercial
parameters of the Work to be performed and such other Project-specific terms and conditions as the Parties may
agree. Each such Commercial Terms shall create a separate and specific agreement in respect of the Work
described in such Commercial Terms on the terms and conditions set forth in this MCSA (such separate agreement
is hereinafter referred to as an “Agreement”). If an Affiliate(s) of Company enters into Commercial Terms forming an
Agreement, such Affiliate(s) executing the Commercial Terms shall be solely and severally responsible for the rights,
obligations, and liabilities related thereto, and neither the signatory of this MCSA with respect to Company nor any
other Affiliate of Company party to any other Agreement, shall be deemed a guarantor or surety with respect to such
rights, obligations, and liabilities. If an Affiliate of Contractor enters into Commercial Terms forming an Agreement,
the Contractor signatory of this MCSA and the relevant Affiliate shall be jointly and severally responsible for the
rights, obligations, and liabilities related thereto, and the Contractor signatory of this MCSA shall be deemed a
guarantor or surety with respect to such rights, obligations, and liabilities.

2.2 The Work shall be performed in accordance with Governmental Requirements (including Permit
Requirements) and all Company policies and guidelines provided to Contractor, and in communication with
Company’s Representative as required herein and the relevant Commercial Terms.

3. INDEPENDENT CONTRACTOR

3.1 Contractor shall perform and execute the Work as an independent contractor. Company acknowledges and
agrees that Contractor -may have portions of the Work accomplished by Subcontractors pursuant to written
Subcontracts between Contractor and such Subcontractors. All contracts with Subcontractors shall be consistent with
and in no way contrary or inconsistent with any of the terms or provisions hereof. Contractor shall remain solely and
fully responsible to Company for obligations of Contractor that Contractor delegates or Subcontracts to any member
of Contractor Group. Contractor shall be solely responsible and liable for the acts, defaults and omissions of any
member of Contractor Group relating to or arising in connection with this Agreement, as though they were the acts,
defaults and omissions of Contractor.

3.2 Nothing herein shall be deemed to constitute a partnership, joint venture, association, trust or agency
relationship between the Parties. In performing the Work and complying with its obligations under this Agreement,
none of Contractor, its Subcontractors or their respective Personnel shall be deemed for any purpose to be an agent,
servant, employee or representative of Company, its Affiliates or any of their respective directors, officers,
employees, agents or representatives. Contractor shall be solely responsible for and pay all costs and expenses
relating to or arising out of the employment or engagement (or the termination of such employment or engagement)
of the Contractor Group’s Personnel, and Contractor shall cause each Subcontractor to be solely responsible for and
to pay all costs and expenses relating to or arising out of the employment or engagement (or the termination of such
employment or engagement) of such Subcontractor’s Personnel. The costs and expenses referred to in the
preceding sentence shall include all salaries, wages, fees, overtime payments, bonuses, commissions, other cash
compensation, employee benefits, severance pay and overhead and administrative expenses, and, to the extent
applicable, social security and other payroll Taxes, workers’ compensation insurance premiums and other applicable
expenses.

3.3 Nothing contained in this Agreement nor any Subcontract shall create any contractual relationship between
Company and any Subcontractor or create any obligation on the part of Company to pay or cause the payment of
any sums to any Subcontractor or grant any Subcontractor any rights as a Third Party beneficiary under this
Agreement.

3.4 Neither Contractor nor any of its directors, officers, employees, agents, representatives, or permitted
Subcontractors shall have: (a) power or authority to act for, represent, or bind Company or its Affiliates in any manner
whatsoever, or (b) the authority to engage or hire any Person on behalf of Company or its Affiliates, except as
otherwise expressly set forth in this Agreement, and any Person whom it may engage or hire shall be deemed to be
solely the employee or contractor of Contractor. All contractual obligations incurred by Contractor in connection with
this Agreement shall be in the name of Contractor, as principal, and all debts, liabilities and obligations, of any nature

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whatsoever, imposed upon or incurred by Contractor in its performance under this Agreement shall be the sole
responsibility of Contractor.

3.5 Neither Contractor nor any of its directors, officers, employees, agents, representatives, or permitted
Subcontractors, nor their respective spouses, heirs, executors, administrators, or permitted assigns, as the case may
be, shall be entitled to, or seek to obtain from Company or its Affiliates in connection with this Agreement, any
benefits or sums accorded to Company’s or its Affiliates’ employees, including worker’s compensation, health
insurance, pension, retirement benefits, death or disability insurance, vacation, or sick pay. Contractor, on its own
behalf and on behalf of all aforementioned individuals and entities, hereby waives any such potential claims and
causes of action and agrees to defend, indemnify and save harmless Company, its Affiliates and their respective
directors, officers, employees, agents, and representatives from any and all such claims and causes of action or any
attempt by the Personnel of Contractor or any Subcontractor to seek to obtain any such benefits or sums.

3.6 Contractor agrees that Company has chosen it to perform the Work contemplated by this Agreement
because of the expertise of Contractor and its employees. Any Subcontractors, agents, representatives, associates
or consultants utilized by Contractor relative to its performance hereunder must be specifically identified by
Contractor and approved by Company prior to performing the Work. Any Subcontractor approved by Company
hereunder shall agree in writing to comply with all Governmental Requirements (including Permit Requirements) and
all Company policies and guidelines provided to Contractor. Contractor shall ensure that any approved Subcontractor
has executed an appropriate agreement with Contractor prior to commencement of Work containing provisions that
will keep Contractor in compliance with all of its obligations under this MCSA and the relevant Agreement. Contractor
shall ensure that, and at Company’s request shall provide evidence that all Subcontractors of any tier and of any type
or kind, are carrying and maintaining insurance coverage required by this MCSA and the relevant Agreement.
Notwithstanding Company’s approval of any Subcontractor, Contractor shall remain solely responsible for all Work
performed by the same under this Agreement.

3.7 Contractor shall ensure that all contracts with Subcontractors provide that: the rights of Contractor under
such contract may be assigned to Company without the consent of the Subcontractor; and if Company provides
notice to such Subcontractor that Company will be assuming Contractor’s obligations under such contract, then such
Subcontractor shall continue to perform its responsibilities under such contract for the benefit of Company; provided
that, Contractor, on the one hand, and the Subcontractor, on the other hand, shall maintain all rights and claims
against the other for the portion of the Work performed prior to such assumption of obligations, and Contractor shall
be solely liable for all liabilities accrued and Subcontractor rights arising under such contract prior to the effective
date of such assignment.

4. CONTRACTUAL DOCUMENTS

4.1 Each Agreement entered into pursuant to Section 2.2 of this MCSA shall consist of Article through Article
26 of this MCSA, the Exhibits to this MCSA, the applicable Commercial Terms, the Exhibits and any attachments to
such Commercial Terms and all documents, standards and other requirements that are incorporated into such
Commercial Terms by reference. Each Agreement formed pursuant to Section 2.2 of the MCSA shall constitute the
entire agreement between Company and Contractor for the relevant Work and shall supersede any prior written or
oral agreements, or contemporaneous communications with respect to such Work. No subsequent amendment to
any Agreement between the Parties shall be binding on either Party unless reduced to writing and signed by an
authorized representative of each Party. In the event of a conflict in any of the provisions of this Agreement, the most
stringent of the provisions shall prevail. In the event of a conflict between the documents forming an Agreement,
precedence shall be given to such documents in the order in which they are listed in the first sentence of this Section
4.1, unless such conflict is specifically noted in the Commercial Terms by reference to this Section 4.1 and the
Parties to such Commercial Terms specifically agree therein that the noted conflict is to be governed by the
provisions of the Commercial Terms or another document forming part of the Agreement.

4.2 Each Party may sign any number of identical counterparts of an Agreement with the same effect as if the
Parties signed the same document and all of which shall be considered one and the same agreement. A copy of an

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Agreement signed by a Party and delivered by facsimile or email transmission to the other Party shall have the same
effect as the delivery of an original of such Agreement containing the original signature of such Party.

4.3 It is expressly understood and agreed by the Parties hereto, any provision of any proposal, invoice, packing
slip, work order, field ticket, bill of lading or other instrument used by Contractor in the performance of Work
hereunder shall be entirely disregarded and the terms and conditions of this Agreement shall control in determining
the rights and liabilities of the Parties, regardless of whether any such document is included in, described in, attached
to, referenced or incorporated by reference into any of the documents described in Section 4.1.

4.4 Attached as Exhibits D and E to this Agreement are the most current versions of Occidental Oil and Gas
Corporation Drugs, Alcohol, and Controlled Substances Requirements and Occidental Oil and Gas Corporation
Minimum Health, Environment, Safety & Social Responsibility Guidelines. Company and Contractor acknowledge
that Company updates the mentioned policies and guidelines periodically, and Company reserves the right to amend
the requirements outlined and incorporate the changes into the Agreement in the same from time to time by providing
written notice to Contractor.

5. CONSIDERATION, INVOICING, PAYMENT, LIENS, NO WAIVER

5.1 The consideration to be paid to Contractor by Company for Work shall be at rates which are agreed in
writing in the signed Commercial Terms specifying such Work. For the avoidance of doubt, unless expressly agreed
to in writing in the relevant Commercial Terms, no other compensation or remuneration of any kind and nature
whatsoever shall accrue or be payable to Contractor or Contractor Group for the Work or based on the results of the
Work, including any success fee, finder’s fee, broker’s fee, net profits interest, carried working interest, or bonus fee.

5.2 As full and final consideration for the complete performance of the Work and all other obligations of
Contractor hereunder, Company shall pay to Contractor the amounts in accordance with and as specified in the
Commercial Terms (the “Contract Price”).

(a) To the extent that Work is performed on a fixed price basis, then the Contract Price is inclusive of (and
Contractor shall directly pay or cause the relevant members of Contractor Group to directly pay) all Contractor
overhead, contingency, profit, expenditures, Taxes and other burdens associated with the Services, Materials and
Equipment specified in the Commercial Terms (Scope of Work) or reasonably necessary for or inferred or implied as
part of any obligation of Contractor hereunder, and fixed and firm and not subject to any revision, escalation or
adjustment of any kind, other than in accordance with an Approved Change pursuant to Article 12.

(b) To the extent that Work is performed on a time and materials basis, then:

(i) the Contract Price shall, subject to Section 5.2.1(c), be equal to for Contractor’s Personnel,
Materials and Equipment to which the rates set forth in the relevant the Commercial Terms shall
apply, an amount calculated by multiplying the applicable rate(s) by the verifiable man-hours
engaged in performing the Work and/or verifiable Materials and Equipment used to complete the
Work (as the case may be) plus the reasonable and verifiable amounts directly paid by Contractor
to non-Affiliate Subcontractors as compensation for performing Work (without duplication), marked-
up by an amount equal to an amount mutually agreed in the Commercial Terms, but which should
not exceed ten percent (10%) of such Subcontractors’ charges (exclusive of Taxes, interest and
similar items) for the portion of the Work performed by such Subcontractors, as compensation to
Contractor in full for all of Contractor’s overhead, contingency and profit;

(ii) Contractor shall not, without Company’s prior written consent, be authorized to perform any Work
or incur any costs or expenses (including the cost of its Personnel and/or Subcontractors) in
excess of the Budget. Contractor shall give Company written notice within seven (7) calendar days
of committing money (all costs including Taxes), fees and expenses reaching ninety percent (90%)
of Budget as part of the performance of the Work. Company shall have no obligation to pay the
Contract Price and/or pay any other amount, and Contractor shall have no right to receive the
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 same, to the extent that the same would result in Contractor receiving aggregate compensation in
excess of the Budget, unless Company agrees in writing, in advance of Contractor performing the
relevant Work and incurring the relevant costs and expenses, to increase the Budget, and the
incurrence of such costs and expenses shall be at Contractor’s risk and solely for Contractor’s
account. Contractor represents and warrants, as of the Agreement Effective Date of each
Agreement, that any Budget specified in the relevant Commercial Terms (i) has been prepared by
Contractor in good faith, in accordance with Good Industry Practice and accepted by Company,
and (ii) is based on Contractor’s cost estimates submitted (as part of a competitive process)
including all Subcontractors whom Contractor intends to engage to perform any Work described in
the relevant Commercial Terms.

(iii) Contractor shall bear all cost, expense and risk of Defects and shall not be entitled to recover any
amount that is incurred and/or payment for any man-hours, Materials or Equipment utilized in
connection with or incidental to Contractor’s obligations under Section 8.1.1(c), and

(c) The rates set forth in the Commercial Terms shall be inclusive of all Contractor overhead, contingency,
insurance, and profit, Taxes, and other burdens associated with the Scope of Work.

5.3 Contractor warrants and agrees that it shall assume sole responsibility for paying all expenses of every kind
and nature incurred by it directly or indirectly in connection with this Agreement or the performance of the Work, even
if not included or specified in the Commercial Terms (Scope of Work).

5.4 Contractor shall be responsible for the costs for pertaining to the construction related Permit Requirements,
licenses, inspections, testing, approvals, shipping, packaging, marking, labeling, drayage, storage, etc. unless
specifically provided otherwise in the Commercial Terms.

5.5 Contractor shall not incur travel, entertainment, or any other expenses on behalf of Company without the
prior written approval of Company. Contractor shall keep detailed Records of such expenses.

5.6 Company shall process invoices from Contractor in accordance with the Commercial Terms and as provided
in “Invoicing Requirements” Exhibit B attached hereto.

5.7 Upon the execution of a Commercial Terms, Company shall have the discretionary right to request a letter
of credit or guaranty such as performance bond or payment bond from Contractor. If at any time Company provides
written notice to Contractor that it has reasonable grounds for insecurity regarding the performance of any obligation
by Contractor under the relevant Agreement (whether or not then due or required) or for believing that Contractor or
any issuer of a letter of credit, guaranty or other security required by the Commercial Terms has experienced a
change in financial circumstances that increases the risk that it will not be able to meet its current or future
obligations to Company, then Company may require, at its option, Contractor to provide one or more of the following
forms of security issued by creditworthy Persons reasonably acceptable to Company an irrevocable stand-by letter
of credit from a bank reasonably acceptable to Company, and on terms and in an amount reasonably acceptable to
Company; a guaranty from a Person, and on terms, reasonably acceptable to Company; or other assurances
acceptable to Company, in its sole discretion.

5.8 Liens:

(a) Creation of Liens. Except as permitted in subsection (d) below, Contractor shall not directly or indirectly
create, incur, assume or suffer to be created by it or any Subcontractors, employees, laborers, material men or other
suppliers of Materials and Equipment or any part of the Services any claim, lien, charge or encumbrance against or
on the Site, the Facilities, the Work or any part thereof or interest therein and Contractor shall promptly pay or
discharge, and discharge of record, any such claim, lien or encumbrance for labor, Materials and Equipment,
supplies or other charges which, if unpaid, might be or become a lien upon the Site, the Facilities, or the Work or any
component thereof. Contractor additionally covenants and agrees to require or cause all of its Subcontractors and
vendors performing or furnishing any portion of the Work to consent, prior to the performance thereof, to the waiver of
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any such rights to liens which might accrue to such. Contractor shall immediately notify Company of the assertion of
any lien or encumbrance against the Site, the Facilities, the Work, or any part thereof.

(b) Discharge of Liens. Upon the failure of Contractor to promptly pay or discharge any lien or encumbrance as
required hereby within thirty (30) days of notice of the existence thereof from any source, Company may, but shall not
be obligated to, pay, discharge or obtain a bond or security for such lien or encumbrance and, upon such payment,
discharge or posting of security thereof, shall be entitled to immediately recover from Contractor the amount thereof
together with all expenses incurred by it in connection with such payment or discharge or set off all such amounts
against any such sums owed by Company to Contractor.

(c) Company may, at its sole discretion, post or place upon the Site notices of non-responsibility or do any other
act permitted by Governmental Requirements to exempt Company Group, Company Contractors, the Site, the
Facilities and/or the Work from any liability to Subcontractors for the performance of the Work. The failure of
Company to perform any of the actions described in the previous sentence shall not release or discharge Contractor
of any of its obligations hereunder.

(d) Notwithstanding subsection (a) above, Contractor reserves the right to file liens or similar encumbrances for
undisputed amounts due more than ninety (90) days from the receipt of the invoice by Company from Contractor
hereunder for Work performed or Materials and Equipment or other property and labor furnished under this
Agreement.

5.9 Final Payment and Lien Waivers. Except as otherwise provided in the Commercial Terms, after Work has
been completed according to Schedule, Contractor must submit a final invoice, along with a statement summarizing
and reconciling all previous invoices, payments and Changes (including a statement of all outstanding invoices); a
statement confirming that all payrolls, Taxes, duties, bills for Materials and Equipment, and any other indebtedness
connected with the Work have been paid; and a final conditional lien waiver in the form set out in EXHIBIT F Lien
Waiver and Release Forms, duly executed by Contractor (collectively, the “Lien Release Form”). Contractor agrees
that final payment shall not become due and payable to Contractor until Contractor delivers to Company the Lien
Release Forms and, upon request of Company, any other satisfactory releases, satisfactions, or waivers of all claims,
liens, and similar encumbrances connected with performance under the relevant Commercial Terms. No later than
five (5) days after receipt by Contractor of Company’s payment of the final Invoice, Contractor shall provide to
Company a final unconditional lien waiver in the form set out in Exhibit F Lien Waiver and Release Forms duly
executed by Contractor. Final payment to Contractor shall not relieve Contractor of its obligation to discharge all
claims, liens, or other encumbrances filed before or after Contractor is paid for Work under this MCSA and the
relevant Commercial Terms.

5.10 No Waiver:

(a) Neither payment for, nor use of the Work or the Facilities, in whole or in part by Company, shall constitute
acceptance of any Work not in accordance with the provisions of this Agreement.

(b) Company’s review, approval or acceptance of or payment for any of the Work shall not constitute a waiver
of any rights provided hereunder or otherwise provided by Governmental Requirements.

(c) Company’s failure in any one or more instances to insist upon strict performance of any of the provisions of
this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment of that
right or of Company’s right to assert or rely upon the terms of this Agreement.

(d) Any waiver of a provision of this Agreement shall not be binding and effective unless made in writing and
properly executed by the waiving Party.

5.11 Notwithstanding any other provision to the contrary contained herein, Company shall have no obligation to
make any payment to Contractor at any time when Contractor is in material breach of this Agreement. In addition to
any withholding of amounts in dispute, Company shall have the right to withhold, set-off, or otherwise deduct against
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or from any sums payable to Contractor under this Agreement such amounts as are specified in the relevant
Commercial Terms attached hereto or reasonably necessary to compensate Company for, or to protect Company
Group or Company Contractors against, Claims and Losses arising out of or in connection with any breach of this
Agreement or any matter in respect of which Contractor is required to indemnify any member of Company Group or
Company Contractors. Contractor may not set-off or otherwise deduct any sums payable by Company to Contractor
under this Agreement or any other Agreement against or from any payment due to Contractor by Company under this
Agreement or any other Agreement.

5.12 Contractor shall provide Company with all documentation, electronic or written, pertaining to designs,
drawings, specifications, as-built red line drawings, notes and other Deliverables developed by Contractor Group for
the Work hereunder, prior to applying for release of final payment or retainage, if any. Provided that Contractor has
delivered to Company the Lien Release Forms and, upon request of Company, any other satisfactory releases,
satisfactions, or waivers of all claims, liens, and similar encumbrances connected with performance under this MCSA
and the relevant Commercial Terms, then, Company shall release to Contractor all held retainage, if any, less
amounts permitted to be set-off, withheld or deducted by Company pursuant to Section 5.10.

6. NOTICES AND ADMINISTRATION

6.1 Company Representatives. All communications and decisions related to the technical, safety, engineering,
scope and/or field construction Work will be the responsibility of the Company’s technical representative (“Company
Technical Representative”). All communications of an administrative or commercial nature including the issuance of
notices, amendments, time extensions matters related to Change Requests, submission of insurance certificates,
and any other contractual correspondence, including exchange of signed copies of any relevant Commercial Terms
or amendments thereto, shall be directed to Company’s commercial representative (“Company Commercial
Representative”). Company Representatives shall be referenced in each relevant Commercial Terms.

6.2 Company Representatives may from time to time in writing, delegate any of the duties and authorities
vested in him/her to another Person and may from time to time revoke any such delegation in either case advising
Contractor in writing. Company may replace Company Representatives from time to time.

6.3 The Contractor’s Representative as stated in each relevant Commercial Terms shall have full authority to
act on behalf of the Contractor under this Agreement.

6.4 Except as otherwise specifically provided in this Agreement or the Commercial Terms, any notice to be
given by either Party shall be in writing and shall be sufficient if personally delivered as evidenced by a signed
receipt; delivered by overnight carrier; faxed (followed by notice by personal delivery, overnight carrier, or certified
mail); or sent certified mail, return receipt requested, postage prepaid to the address indicated for such Party on the
first page of this Agreement or at the address indicated for the Affiliate party to the relevant Commercial Terms, as
applicable. Any notice shall be deemed delivered when: delivered in person or by overnight courier, sent by
facsimile, on the date of receipt of the facsimile, provided the sender can and does provide evidence of successful
transmission before 5:00 p.m. on a business day of the receiving Party, or on the third business day after the date
mailed in the manner set out above. Any notice sent by facsimile and received after 5:00 p.m. on a business day of
the receiving Party shall be deemed given on the next following business day of the receiving Party. The designation
or address of the Party to be notified may be changed at any time by delivery of notice of that change to the other
Party. The Parties agree not to send notices contemplated by this Agreement by electronic means. The exchange of
electronic mail between the Parties may be done for general information matters, but no electronic mail shall be
deemed to be notices under this Agreement, nor shall such email exchanges modify either Party’s election not to
conduct the transactions contemplated by this Agreement by electronic means.

6.5 Company reserves the right to have Company’s Representative present at any Site any time during the term
of the relevant Commercial Terms. Contractor shall endeavor to accommodate any office space, equipment or
telephone facilities, as may be needed to enable the Contractor’s Representative to perform its duties.

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7. GENERAL WORK RESPONSIBILITIES OF CONTRACTOR

7.1 Contractor shall furnish all construction Services, Materials and Equipment not explicitly agreed to be
provided by Company and required to complete the Work. Materials and Equipment shall be maintained in good
repair, shall be operated by qualified individuals and/or crews and in conformance, without limitation, to Company
guidelines and policies, the manufacturers’ recommendations for proper and safe operation, and shall be equipped
with such devices either deemed necessary by Governmental Requirements or prudent by good construction
practices including audible back-up alarms, rollover protection systems (ROPS), and grounding devices in
conformance with the National Electrical Manufacturers Association (NEMA). Individual workers and crews shall be
equipped with personal protective safety gear including hard hats, eye and hearing protection, safety footwear, and
skin protection as required by Company and Contractor’s safety guidelines and as provided by Governmental
Requirements, including the OSHA in effect at the time of execution of this Agreement and thereafter. Contractor
shall cause each individual it employs or retains for Work related to a wharf, pier, marine terminal or similar facility,
or who otherwise requires access to any area controlled by Company for which a valid Transportation Worker
Identification Credential (TWIC) is required, in each case, to produce a valid TWIC card prior to entering the relevant
area. Company reserves the right to deny access to any area for reasonable cause, including for reasons related to
changes in the applicable maritime security levels, harbor and bay conditions, or threatened or severe weather
events.

Contractor shall obtain and maintain all Applicable Permits required in connection with performance of the Services
and, if Subcontracts, shall be fully responsible for all Services performed by Subcontractors.

Contractor shall, and shall cause its permitted Subcontractors to: be fully qualified and, to the extent required,
licensed to perform the Services pursuant to Governmental Requirements and exercise for Company’s benefit its
best knowledge and skill in planning and shall perform all Services in the most efficient, timely, and economical
manner.

Contractor shall only permit individuals with the proper skill, knowledge, and experience to perform the Services. All
Services by Contractor or its Subcontractors shall be subject to Company’s right of inspection and approval.

7.2 Schedule

(a) From and after the date of the Agreement, Contractor shall commence the Work on the Agreement Effective
Date and shall thereafter continuously, expeditiously and diligently perform the Work in accordance with the time
schedule described in, or attached to, the Commercial Terms (the “Schedule”). Contractor guarantees that it will
complete the Work by the date specified in the Schedule in the Commercial Terms. Except as expressly provided in
Article 12, the Schedule shall not be adjusted, and Contractor shall not receive any other relief in respect of the
timing of the Work, for any reason.

(b) If Contractor fails to meet the Schedule , Contractor shall pay to Company, as liquidated damages, the
amount (if any) specified in the Commercial Terms per calendar day for each calendar day, or portion thereof, of
delay. The Parties, having negotiated in good faith for such liquidated damages, agreed that the amount of such
liquidated damages is reasonable in light of the anticipated harm caused by delayed performance and
acknowledged the difficulty and/or impossibility of proving loss and inconvenience and the fact that it may be
unfeasible to obtain any adequate alternative remedy, acknowledge that such liquidated damages do not constitute a
penalty, and are estopped from contesting the validity or enforceability of such liquidated damages.

(c) At such time as Contractor believes the Work has been completed, Contractor shall provide notice to
Company and shall provide a draft punch-list with such notice. Except as otherwise provided in the Commercial
Terms, within ten (10) days of received notice from the Contractor (during which time Contractor shall provide all
information reasonably requested by Company evidencing Substantial Completion), Company’s Representative shall
provide notice in writing to Contractor that it has not yet completed the Work listing the items that remain to be
completed.

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7.3 Key Personnel

Contractor shall assure adequate staffing of all Work done under each Commercial Terms. For each Commercial
Terms, Contractor shall provide Company with an organizational chart, identifying individuals deemed key personnel.
Company and Contractor shall agree in advance to the sufficiency of organizational chart, as well as the key
personnel. Key personnel shall not be replaced or removed from the Work without the prior approval of Company. If
any such key personnel resign or are terminated for any reason, Contractor shall promptly replace such key
personnel with sufficiently experienced and qualified individuals to the satisfaction of Company.

7.4 Site Supervision, Permits and Inspections, Record Keeping, Quality of Work and Submittals

(a) Site Supervision. Contractor shall maintain, at all times, a representative on-Site with the expertise required
to administer the Work and supervise Contractor’s Personnel and Subcontractors. Contractor shall supervise and
direct the Work efficiently and with Contractor’s best skill and attention. Subject to the Agreement, Contractor shall be
solely responsible for the means, methods, techniques, sequences and construction. Contractor shall be responsible
to see that the finished Work complies completely and accurately with this MCSA and the relevant Commercial
Terms. Contractor shall be solely responsible for controlling, overseeing and supervising the Contractors’ and
Subcontractor’s Personnel in accordance with the terms of this Agreement. Contractor shall be solely responsible for
all acts and omissions of the Contractors’ and Subcontractors’ Personnel.

(b) Permits and Inspections

(i) Contractor shall apply for all Applicable Permits and comply at its own cost with all Permit
Requirements required by any lawful authority having jurisdiction over the Work hereunder unless
specifically excluded in the Commercial Terms.

(ii) Contractor shall provide and maintain a record of releases, Applicable Permits, licenses and
inspections or other authorizations necessary for the execution and completion of the Work.

(iii) If the relevant Commercial Terms, or Governmental Requirements of any Governmental Entity
having jurisdiction, require any portion of the Work to be inspected, tested or approved, Contractor
shall give Company timely notice of the completion of said portion of the Work so Company may
observe such inspection, testing or approval, except in the event of unannounced or spot
inspections by Company or Governmental Entities authorized to do so.

(iv) If any portion of the Work is inaccessible prior to an inspection required by any Governmental
Entity, or prior to an inspection requested in advance by Company, it must be made accessible for
inspection at Contractor’s expense.

(v) Materials and Equipment Inspections. Company may from time to time, at its sole good faith option,
inspect and test the Materials and Equipment. Therefore, in contracting for the purchase of any
Materials and Equipment that Contractor will use in the performance of the Work, Contractor shall
obtain from the vendor of such Materials and Equipment the right to have Company inspect all
such Materials and Equipment and the manufacture and fabrication thereof. Whether or not
Company conducts such inspection, Company shall also have the right to reject all Materials and
Equipment that, in the sole good faith discretion of Company, fail to conform to either adequate
manufacturing specifications, the specifications under which such Materials and Equipment were
purchased or the specifications required for the performance of the Work.

(vi) Field Inspections. Throughout the performance of the Work, Company shall have the right to
designate one or more inspectors or engineers to inspect and test the Site, the Facilities, the Work
and the progress of the same. Contractor shall cooperate with such inspectors and engineers so
that they may fully perform their inspections and so that Company may at all times be fully advised
of the progress of the Work and the manner in which it is being performed.
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 (vii) Inspection Not Acceptance. Contractor expressly understands and agrees that any inspection by
Company pursuant to this Agreement shall be for Company’s sole benefit and shall not be deemed
an acceptance by Company of all or any portion of the Facilities or Work (including Materials and
Equipment) so inspected. Contractor further understands and agrees that no inspection by
Company pursuant to this Agreement or approval or failure to object to any portion of the Work or
Facilities shall relieve or release Contractor from any duties, obligations, or liabilities provided in
this Agreement.

(c) Record Keeping

(i) Contractor shall keep on Site as-built red line drawings. As-built red line drawings shall be kept
current at all times and available for Company’s inspection. Upon total completion of the Work,
Contractor shall provide Company all other documentation, electronic or written, pertaining to
designs, drawings, specifications, notes and other Deliverables developed by Contractor Group for
the Work hereunder, prior to applying for release of final payment or retainage, if any.

(ii) Contractor shall furnish, on a form acceptable to Company, a written record of Work performed
including inspections, tests and reports referenced herein, as well as time sheets for each day (if
applicable). Acceptance by Company of these records is not conclusive of the truth and validity of
such records or acceptance of any Work performed. The quantity, description, lot (or other
identification of production run), and condition of Materials and Equipment furnished by Contractor
shall be reflected on the written record of Work.

(d) Quality of Work

Contractor represents that it fully understands the Work required and the local conditions which may affect its
performance. Contractor shall provide Services of the highest professional quality and technical accuracy and shall
ensure diligent and optimum performance and coordination of all Services to be furnished hereunder. Contractor
shall, at all times, exercise judgment commensurate with that which is normally exercised by a professional
performing services of this kind or a similar nature. Failure to notify Company of any deviation from such standards
shall require Contractor to re-perform Work to such standards at Contractor’s cost and without any adjustment to the
Schedule.

(e) Submittals

Contractor shall promptly and in the sequence specified by Company, or in logical sequence if none is specified,
prepare, and submit to Company for review any plans, data, samples, and other Materials and Equipment required to
be approved by Company’s Representative per the Commercial Terms. Contractor shall independently verify that
such plans, data, samples, and other Materials and Equipment satisfy the specifications and requirements for the
same before submitting the same to Company.

7.5 Access to Work

Company and its designee shall at all reasonable times have access to all places of manufacture, assembly,
inspection and testing of Materials and Equipment that are being made, prepared or tested for use hereunder.
Company shall have access to full facilities necessary or desirable for unrestricted inspection of such Materials and
Equipment and full access for inspection and duplication purposes to all manufacturing records, including Materials
and Equipment and inspection records for complete review or audits. To the extent possible, Contractor shall ensure
the availability for Company’s inspection and duplication of any records pertaining to the manufacture, assembly,
testing, erection or operation of the Materials and Equipment to be supplied under the Agreement, or Materials and
Equipment used therein, or audit information or other records, which may be in the possession of Persons of entities
other than Contractor.

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7.6 Removal of Work From Shops

In the event any delay threatens to endanger the timely completion of the Work hereunder, whether caused by a
Force Majeure event or not, then Company reserves the right, upon written notice to Contractor, to remove any
partially fabricated portion of the Work that is delayed at Contractor’s or its Subcontractors’ shops. Contractor agrees
to fully cooperate with Company and with any new supplier or Subcontractor to whom Work is given in order to
maintain continuity and/or orderly completion of the Work, and upon request of Company, will render such advice and
technical assistance as may be necessary for timely completion to be effected. In such event, Contractor shall be
liable for warranties and guarantees of performance to the extent that any breach thereof is attributable to Work
performed by Contractor prior to such removal. Company’s costs for the removal and any increase in cost related to
completion of such Work shall be borne by Contractor.

7.7 Title/Risk of Loss

(a) Contractor agrees, warrants and guarantees that Company shall have good, valid and legal title to and
ownership of all or any portion of the Work (including all Materials and Equipment and other items supplied or to be
supplied by Contractor or its Subcontractors to Company under this MCSA) and/or Facilities upon transfer of title
thereto in according with this Section. Contractor warrants and guarantees that legal title to and ownership of the
Work shall be free and clear of any and all Liens when title thereto passes to Company and if any such warranty or
guarantee is breached, Contractor shall have the liability and obligations set forth in this MCSA. Title to each part of
the Facilities (including items supplied or to be supplied by Subcontractors) shall pass to Company on the date when;
Contractor receives payment by Company and/or such Materials and Equipment are incorporated (whether by
installation, attachment, erection or any other means) into any part of the Facilities to which Contractor does hold
title. In the case of any part of the Facilities to which Contractor does not hold title at the time of payment by
Company, title shall pass to Company immediately upon acquisition of title thereto by Contractor, Contractor shall
ensure that all Subcontracts include provisions that are consistent with the procedure for transfer of title that is set
forth herein. No passage of title under shall relieve Contractor of any of its obligations under this MCSA with respect
to such Materials and Equipment and Deliverables, nor shall passage of title affect the risk of loss of such Materials
and Equipment as set forth in Section 7.7.1(b).

(b) Except as otherwise provided in the Commercial Terms, Contractor shall bear risk of any loss of or damage
to the Work, the Facilities or any Materials and Equipment at all times, and Company-Provided Items from
commencement of unloading at the time of delivery thereof to Contractor, in each case, until Work has been
completed. Contractor warrants that legal title to and ownership of all Work, Facilities, Materials and Equipment and
Deliverables shall be free and clear of any and all liens, claims, security interests or other encumbrances when title
thereto passes to Company.

7.8 Temporary Roads and/or Driveways; Utilities; Restoration of Site After Work

Contractor shall grade and construct any necessary temporary roads, driveways and/or laydown yards at storage
sites to permit the hauling and storing thereon of all Materials and Equipment required for the Work. At the
completion of the Work, Contractor shall remove all such temporary roads and driveways, restore the surface where
these were located to the same condition as it was in before their construction, and repair any damage caused to
existing driveways, walkways, roads (whether public or private or within or outside of the Site) and other access
routes used in connection with the Work. At the completion of the Work Contractor shall also restore any other
portions of the Site disturbed or damaged by the Work to the condition which prevailed prior to the commencement of
the Work.

7.9 Company-Provided Items; Company-Installed Facilities; Interfaces

(a) Company will furnish to the Contractor only those Services, Materials and Equipment related to the Work
that Company has expressly agreed to provide in the relevant Commercial Terms (“Company-Provided Items”).
Contractor shall closely and diligently inspect all Company-Provided Items for all defects, deficiencies or damage and
shall immediately report any such defects, deficiencies or damage in writing to the Company’s Representative.
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Company will correct, or cause to be corrected, within a reasonable time, after delivery to Site, any defects,
deficiencies or damage arising prior to delivery of the relevant Company-Provided Items to Contractor. Alternatively,
Company shall have the right to ask Contractor to correct such defects at Company’s expense. Should Contractor fail
to make a proper examination, or fail to report obvious or reasonably-discoverable defects or deficiencies in, or
damage to, any Company-Provided Items, Contractor shall be deemed to have assumed the risk and liability therefor
and shall be solely liable for any Defects arising out of or in connection with the same. Contractor agrees that it shall
not misuse or allow to be misused any materials, equipment or services furnished by Company. Any Services,
Materials and Equipment not expressly identified as Company-Provided Items, and that are necessary for Contractor
to complete the Work, shall be provided by Contractor, at Contractor’s cost, even if not included or detailed in the
Commercial Terms.

(b) Upon delivery to Contractor of any Company-Provided Items, they shall be under the exclusive care and
custody of Contractor and, as such, Contractor shall be solely responsible for the proper laydown, storage, tracking,
inventory and safekeeping of said Materials and Equipment. Any damage, loss, or pilferage of Company-Provided
Items while in the care and custody of Contractor shall be corrected or replaced (with Materials and Equipment of
exact kind and quality) by Contractor at its sole expense and in a manner that avoids delays to the Work.

(c) Unless otherwise provided in the Commercial Terms, Contractor shall be solely responsible for providing
safe, secure and adequate areas to accommodate laydown and storage of Company-Provided Items until needed for
installation into the Work. However, Company may, at its option, establish locations at which Company shall care for
and store Company-Provided Items until required by Contractor for the Work. Contractor shall promptly unload and
move all Company-Provided Items from the delivery points to the Site or from the delivery points to the laydown and
storage locations and thereafter to the Site, as the case may be.

(d) Contractor shall use reasonable inquiry and conduct reasonable inspections, using Good Industry Practices,
to establish the condition of any existing or proposed facilities or infrastructure owned or furnished by Company or its
Affiliates or other contractors that are necessary for completion of the Work (including foundations and existing or
proposed structures, and any interfacing facilities or structures to which connections, tie-ins or modifications are
required as part of the Work) (“Company Installed Facilities”). Contractor shall not be relieved of its obligation to
complete the Work (as modified by an Approved Change addressing any defect or deficiency in Company Installed
Facilities), notwithstanding any defect or deficiency in any Company Installed Facilities. Contractor shall give written
notice to Company of any defect or deficiency in the Company Installed Facilities that Contractor identifies within five
(5) days after Contractor identifies, or ought to have (in accordance with Good Industry Practice) identified, such
defect or non-compliance, and Contractor shall be liable for all cost, expense, delay and/or damage to the Work
caused or contributed to by Contractor’s failure to timely give such notice to Company.

(e) Contractor shall coordinate, liaise and cooperate with Third Parties (including Company’s other contractors)
performing any work on the Site. Contractor shall provide any information in relation to the Work or the Facilities to
such Third Parties as they reasonably require to ensure such coordination on a timely basis and that all Work is
performed in accordance with the Schedule. Except to the extent expressly stated otherwise in the Commercial
Terms Contractor shall be fully responsible for the physical tie-ins, connections and interfaces with other plants,
facilities, services and utilities that directly interface with or connect to the Facilities (including all design interfaces),
and Contractor will relocate, replace, modify, install and replace existing or proposed Utilities in the vicinity of the
Site to the extent necessary for, in connection with, or as a result of, the Work. Contractor shall perform such
obligations (i) in a manner that minimizes inconvenience and disruption to all Third Parties, Utilities and public areas;
and (ii) in compliance with any terms of Third Party agreements of which Contractor is advised by Company at any
time. Contractor shall rehabilitate all Company property, Third Party property, Utilities and public areas affected by
the Work.

7.10 Contractor Furnished Materials and Equipment

For that portion of the Work consisting of Materials and Equipment to be provided by Contractor, Contractor agrees
as follows:

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(a) Contractor shall be responsible for proper packaging, labeling, and shipment of Materials and Equipment it
provides. All Materials and Equipment furnished by Contractor hereunder shall be suitably packed, marked and
shipped in accordance with the requirements of the carrier and any Governmental Requirements, including all DOT,
OSHA and TSCA labeling requirements.

(b) On a time and materials basis Work, Company shall be obligated to purchase and accept only the quantity
of Materials and Equipment required for the execution of the Work under this Agreement, and any excess Materials
and Equipment may be returned to Contractor at Contractor’s expense.

(c) Contractor shall not substitute for any Materials and Equipment that have been specified in the Commercial
Terms without Company’s prior written approval. All Materials and Equipment furnished pursuant to this Agreement
are subject to Company’s right of inspection and approval prior to and after delivery. Company reserves the right
(payment notwithstanding) to reject and return, at Contractor’s sole expense and liability, any portion of any shipment
which may have a Defect. Neither acceptance nor payment by Company, nor its inspection or failure to inspect, shall
limit or waive Contractor’s warranties, or be deemed a waiver of any of Company’s rights or remedies.

(d) Contractor shall furnish vendors’ lists of recommended spare parts for at least one year’s operation for items
of equipment. Contractor will assist Company in the evaluation of the vendors’ spare parts lists. Contractor will
arrange for procurement by Company, wherever appropriate, of spare parts at the same time that the Materials and
Equipment, are purchased.

(e) Unless otherwise specified by Company, Contractor will furnish Company with one searchable electronic set
and one hard copy set of all prints, bulletins, data and operating instruction manuals furnished by vendors for items
and equipment.

7.11 Design Obligations; Company-Provided Information.

(a) If the scope of work outlined in the Commercial Terms includes design or engineering, Contractor shall
complete and be responsible for the engineering and design of the Facilities in accordance with the requirements of
the Agreement, Good Industry Practice, all Applicable Laws and all Permits; submit such engineering and design to
Company for its comment and approval; and immediately inform Company upon its discovery of any inconsistency
within or among any documents pertaining to the design or engineering of the Facilities. Contractor shall ensure that
all engineering and design (including data, plans, specifications, procedures, drawings, models, instructions, designs,
calculations, estimates, and other Deliverables and written materials for the execution of the Project) that it is
required to prepare as part of the Work, and the resultant Facilities, comply with all Applicable Laws and
Performance Standards, are free of Defects, are fully compatible with all Company-Provided Items, Company
Installed Facilities and Utilities, and are capable of safe and effective operation (subject to routine maintenance and
repair) for the design life (if any) specified in the Agreement or set forth in any applicable codes or standards.

(b) Except as explicitly provided in the Commercial Terms, Contractor represents and warrants that all designs,
specifications, drawings, data, technical documents and other information provided to it by or on behalf of Company
as of the Commercial Terms Effective Date (“Company-Provided Information”) are sufficient for Contractor to carry
out the Work in full compliance with the requirements of this MCSA, for the Contract Price and in compliance with the
Schedule. Except as explicitly provided in the Commercial Terms, Company makes no representation as to, and
Contractor shall not be entitled to rely upon and shall assume responsibility for, the sufficiency, accuracy,
completeness, correctness and appropriateness of the Company-Provided Information, the nature and contents of
any Company-Provided Information (including any error therein, omission therefrom or insufficiency thereof) shall not
relieve Contractor from any of its obligations under this MCSA, and Contractor shall not be entitled to any Change,
and waives all Claims and defenses, based upon any insufficiency of, error in or omission from the Company-
Provided Information.

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8. WARRANTIES

8.1 Contractor Warranty

(a) Contractor guarantees and warrants that the Work, all Deliverables and the Facilities shall: be performed,
designed, completed and able to be operated in accordance with all requirements of the Agreement and in
accordance with Good Industry Practice, be new and not surplus, free from Defects in title, design, materials or
workmanship; be free from any charge, encumbrance, lien or other security interest; comply with all Government
Requirements; be of good quality; be fit for the purposes specified in this MCSA or applicable Commercial Terms,
except as otherwise communicated to Contractor or advertised by Contractor; satisfy all inspections and tests in
accordance with the Agreement; and not infringe any Intellectual Property Rights (all of the above, collectively, the
“Performance Standards”).

(b) Except as otherwise provided in the Commercial Terms, Contractor guarantees and warrants compliance
with the Performance Standards for a period of twelve (12) months from the completion of the Work certified by the
Company (or from the date of any early termination of the Work, if applicable) (the “Warranty Period”, subject to
extension in the case of any Re-work, as defined below, or shut-down, as described below). Except as otherwise
provided in the Commercial Terms, the Warranty Period for any Re-work performed pursuant to this Section 8.1 shall
be twelve (12) months from the date of completion of such Re-work. Notwithstanding anything herein to the contrary,
if any Work is shut down following the date of completion of Work as a result of a Defect, the Warranty Period shall
be extended for a time equal to the duration of such shut-down.

(c) At all times during performance of the Work and during the Warranty Period, Contractor shall, at its sole
cost, expense and risk, correct (by retrieval, repair, replacement, reinstatement and other means satisfactory to
Company) (“Re-work”) any and all failures to satisfy the Performance Standards identified by Company or Contractor;
provided, however, that Contractor shall not be liable for any defect in, or non-conformity of, any Company-Provided
Items arising prior to Contractor assuming risk of loss of such Company-Provided Items, except as provided in
Section 7.11.1(a).

8.2 Subcontractor Warranties. Contractor shall obtain from its Subcontractors (including, for the avoidance of
doubt, suppliers) for assignment to Company the best possible warranties and guarantees with respect to materials
and workmanship of Third Party–manufactured Materials and Equipment furnished or installed by Contractor. In the
event that Contractor obtains more favorable guarantees and warranties from its Subcontractors (including, for the
avoidance of doubt, suppliers) than those stated in this Article 8, such guarantees and warranties shall be assigned
to Company. This Section 8.2 shall not relieve Contractor of its warranty obligations pursuant to Sections 8.1.1(b)
and 8.1.1(c).

8.3 Failure to Remedy Defects

(a) If Contractor fails to take material steps to correct a Defect within a reasonable period of time not to exceed
three (3) business days after discovery of the Defect by Contractor or notification of the Defect by Company (as
applicable) or does not promptly (as reasonably determined by Company) complete such corrective work within a
period of time reasonably acceptable (not to exceed thirty (30) days) to Company or if any Defect constitutes a
reasonable risk of environmental contamination or pollution or to health and safety, then Company may, in its sole
discretion and in addition to other remedies available under this MCSA, carry out or engage others to carry out the
work required to remedy the Defect at Contractor’s sole cost and expense, in which case Contractor shall reimburse
Company for the cost and expense incurred by Company in carrying out the work necessary to remedy the Defect,
including additional professional services and attorney’s fees; determine a reasonable reduction in the Contract
Price; or fix a date on or by which Contractor must correct such Defect.

(b) If Contractor fails to complete the correction a Defect by the date fixed by Company under Section 8.3.1(a),
then Company may, in its sole discretion and in addition to other remedies available under this MCSA, apply any
remedy provided under Section 8.3.1(a).

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(c) Company may deduct amounts owing by Contractor pursuant to this Section 8.3 from any monies due or
which may become due to Contractor. If no sums or insufficient sums are available for full set-off by Company, then
Contractor, upon receipt of Company’s notice of Contractor’s obligations hereunder, shall promptly remit to Company
all sums due and owing pursuant to the terms of this Section 8.3.

8.4 Disclaimer. EXCEPT AS SET FORTH IN THIS MCSA, CONTRACTOR MAKES NO WARRANTY,
EXPRESS OR IMPLIED, IN FACT OR BY LAW, WHETHER OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AS TO THE QUALITY OF THE GOODS FURNISHED PURSUANT TO THIS MCSA.

8.5 Survival. The provisions of this Article 8 shall survive and continue in force notwithstanding the expiration of
the Term of any Commercial Terms or any earlier termination of this MCSA in respect of Work completed up to the
date of such expiration or earlier termination.

9. INDEMNITY AND CONSEQUENTIAL DAMAGES

9.1 Knock for Knock Indemnities. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, AND
EXCEPT TO THE EXTENT EXPRESSLY STATED OTHERWISE IN SECTION 9.8:

(a) COMPANY HEREBY WAIVES, AND SHALL RELEASE, INDEMNIFY, DEFEND, PROTECT AND HOLD
HARMLESS EACH MEMBER OF CONTRACTOR GROUP FROM AND AGAINST, ANY AND ALL CLAIMS AND
LOSSES OF MEMBERS OF COMPANY GROUP ARISING OUT OF OR IN CONNECTION WITH any bodily injury,
illness, disability or death of any member of Company Group to the extent arising out of or incident to the
performance of the Work or the presence of any member of Company Group on or adjacent to the Site, and/or
damage to, loss or destruction of and/or loss of use of property belonging to, or in the care, custody or control of, any
member of the Company Group excluding the Facilities, and Company Group property to the extent provided in
Section 9.1.1(b);

(b) CONTRACTOR HEREBY WAIVES, AND SHALL RELEASE, INDEMNIFY, DEFEND, PROTECT AND
HOLD HARMLESS EACH MEMBER OF COMPANY GROUP AND EACH COMPANY CONTRACTOR FROM AND
AGAINST, ANY AND ALL CLAIMS AND LOSSES OF MEMBERS OF CONTRACTOR GROUP ARISING OUT OF
OR IN CONNECTION WITH any bodily injury, illness, disability or death of any member of Contractor Group to the
extent arising out of or incident to the performance of the Work or the presence of any member of Contractor Group
on or adjacent to the Site and/or damage to, loss or destruction of and/or loss of use of property belonging to, or in
the care, custody or control of, any member of the Contractor Group, and physical damage to or physical loss of
Company Group’s or Company Contractor’s existing sites and structures which are located at or adjacent to the Site,
to the extent such damage or loss is caused by or results from the negligence, Gross Negligence, or Willful
Misconduct of any member of the Contractor Group or the breach by Contractor Group of its obligations under this
MCSA;

(c) THE OBLIGATIONS AND WAIVERS GIVEN BY EACH PARTY PURSUANT TO THIS SECTION 9.1 ARE
INTENDED TO BE GIVEN FULL AND LITERAL EFFECT AND SHALL APPLY REGARDLESS OF THE CAUSE OF
THE RELEVANT CIRCUMSTANCE, CLAIM OR LOSS, EVEN THOUGH CAUSED IN WHOLE OR IN PART BY A
PRE-EXISTING CONDITION, RELEASE, EXPLOSION OR FIRE, THE SOLE, JOINT, CONCURRENT, ACTIVE OR
PASSIVE NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF DUTY (STATUTORY OR OTHERWISE), STRICT
LIABILITY, OR OTHER LEGAL FAULT OF ANY MEMBER OF THE INDEMNITEE’S GROUP (AND, IN THE CASE
OF COMPANY, THE CONTRACTORS OR SUBCONTRACTORS OF COMPANY OTHER THAN CONTRACTOR)
THE UNSEAWORTHINESS, UNAIRWORTHINESS OR DEFECTIVE CONDITION OF VESSELS, CRAFT OR
PREMISES OWNED, SUPPLIED, HIRED, CHARTERED OR BORROWED UNDER OTHER AGREEMENTS OR
OTHERWISE, OR THE DEFECTIVE CONDITION OF VEHICLES OR PREMISES OWNED, SUPPLIED, HIRED,
CHARTERED OR BORROWED BY ANY MEMBER OF THE INDEMNITEE’S GROUP OR ANY CONTRACTOR OR
SUBCONTRACTOR OF COMPANY, IN EACH CASE, WHETHER PRECEDING OR DURING THE EXECUTION OF
THIS MCSA. EACH PARTY ACKNOWLEDGES THAT THIS STATEMENT COMPLIES WITH THE EXPRESS
NEGLIGENCE RULE AND CONSTITUTES CONSPICUOUS NOTICE.

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9.2 Contractor Indemnities. Except to the extent expressly stated otherwise in Section 9.8, Contractor shall
indemnify each member of Company Group and each Company Contractor from any and all Claims and Losses to
the extent that such Claims and Losses arise out of or result from any of the following:

(a) personal injury, disability or death of any Third Party, and loss of, damage to or destruction of property of
Third Parties, in each case, arising out of or resulting from the negligence, breach of this Agreement, breach of any
Subcontract, failure to comply with Applicable Laws or other fault (whether arising in tort, contract or other legal
theory (including statute or otherwise) of or by any member of Contractor Group;

(b) any alleged or actual violation of any Applicable Laws due to any member of the Contractor Group’s acts or
omissions in connection with the Work or this MCSA;

(c) Taxes against or suffered by any member of the Company Group or any Company Contractor, whether the
Taxes and duties are levied on Contractor and/or Subcontractors or their respective employees or otherwise charged
to or levied on any Person in relation to or by reason of Contractor’s and/or Subcontractors’ performance of the Work
which may be levied by any and all authorities whatsoever, and Contractor Taxes and other amounts for which
Contractor is responsible pursuant to Section 5.2.1(a) to the extent any Governmental Entity requires a member of
the Company Group or a Company Contractor to satisfy the relevant liabilities of Contractor;

(d) any claim by members of Contractor Group for, or attempt by a member of Contractor Group, or any of their
respective spouses, heirs, executors, administrators or permitted assigns, as the case may be, to seek from
Company or its Affiliates, any benefits or sums accorded to Company’s or its Affiliates’ employees, including worker’s
compensation, death or disability insurance, vacation, or sick pay; or

(e) any breach of Section 5.3, 5.8, 7.4(b), 7.10, Article 15 Article 17, or Article 18.

9.3 Indemnity for Ethics and Human Rights Violations

Contractor shall release, protect, defend, indemnify and hold harmless the Company Group and Company
Contractors from and against all Claims and Losses arising out of or related of any violation by Contractor Group of
the provisions of Article 25, “Compliance with Law and Company Policies,” hereof.

9.4 Indemnity for Environmental Claims

(a) In addition to its Indemnity obligations contained elsewhere in this MCSA, Contractor shall Indemnify the
Company Group and Company Contractors from any and all Claims and Losses to the extent that such Claims or
Losses arise out of or result from contamination or pollution resulting from the presence on the Site of Hazardous
Material generated, or brought to the Site or any land other than the Site that is required for the performance of the
Work (including any areas for lay-down, storage, assembly, parking, camp or other purposes and any access ways to
such areas) (such land, the “Work Areas”), by any member of the Contractor Group or the handling of Hazardous
Materials by Contractor at the Site, at each Work Area or otherwise in relation to the Work.

(b) This indemnity is a private contractual arrangement, enforceable between Company and Contractor without
regard to the terms of any duty either may owe to any Third Parties, including any Governmental Entity, under
Governmental Requirements.

9.5 Indemnity for Intellectual Property Claims and Confidential Information Obligations

Notwithstanding the provisions of Sections 9.1, 9.2 and 9.3, Contractor shall release, protect, defend, indemnify, and
hold harmless the Company Group and Company Contractors from and against any and all Claims and Losses
arising out of or related to any actual and alleged infringement or misappropriation of any Intellectual Property Rights
resulting from or arising in connection with the manufacture, sale, use or disposition of the Deliverables or the
performance of any Work, including any work methods or processes, by any of the Contractor Group under this
MCSA, except to the extent such infringement or misappropriation is caused by designs provided by Company or
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breach of Contractor’s representations and warranties relating to Intellectual Property Rights contained in this MCSA,
or breach of Contractor’s obligations contained in Sections 18.1 and 18.2. In addition to Contractor’s indemnification
obligations with respect to the Deliverables and the Work, Contractor shall have the obligation to: procure for
Company the right to continue using the Deliverables; or modify or replace such Deliverables so that the
Deliverables no longer infringe any such copyright, patent, or trade secrets of any claiming Third Party; provided,
however, that such modification or replacement shall not materially alter the operational characteristics of the
Deliverables, and the same functions and performance provided by the Deliverables remain intact following such
modification or replacement.

9.6 Indemnity Against Lack of Insurance

Contractor shall fully release, indemnify and defend the Company Group and any Company Contractors from and
against, and hold each of them harmless from, all Claims and Losses arising out of or related to any deficiency in, or
the lack of, insurance coverage required to be maintained by the Contractor Group.

9.7 Consequential Damages

Notwithstanding any other provision of this MCSA to the contrary, Company hereby releases Contractor Group from
any indirect, incidental, consequential, punitive, or exemplary damages arising out of or related to this MCSA or the
Work, including lost profits or lost opportunity; provided, however, that the foregoing limitation shall not apply to
Contractor’s indemnity obligations pursuant to this Article 9. For the avoidance of doubt, the foregoing release shall
not be interpreted as relieving Contractor from its obligations to protect, defend, indemnify or hold harmless Company
Group or Company Contractors for Claims and Losses.

Notwithstanding any other provision of this MCSA to the contrary, Contractor hereby releases Company Group and
Company Contractors from any indirect, incidental, consequential, punitive, or exemplary damages arising out of or
related to this MCSA or the Work, including lost profits or lost opportunity; provided, however, that the foregoing
limitation shall not apply to Company’s indemnity obligations pursuant to this Article 9. For the avoidance of doubt,
the foregoing release shall not be interpreted as relieving Company from its obligations to protect, defend, indemnify
or hold harmless Contractor Group for Claims and Losses.

9.8 Jurisdiction-Specific Provisions for Work performed in the United States of America

(a) If this MCSA is interpreted under the laws of the State of Texas for a particular occurrence, then Article 9
shall apply, but for the purposes of Title 6, Chapter 127 of the Texas Civil Practice and Remedies Code, commonly
known as the Texas Oilfield Anti-Indemnity Act, the indemnity and insurance provisions of this MCSA applicable to
property damage and the indemnity and insurance provisions applicable to personal injury, bodily injury, and death
shall be deemed separate for interpretation, enforcement, and other purposes.

(b) If this MCSA is interpreted under the laws of the State of New Mexico for a particular occurrence, then
Article 9 shall apply, but for the purposes of N.M. Stat. Ann. § 56-7-2, commonly known as the New Mexico Oilfield
Anti-Indemnity Act, the indemnity, defense provisions of this MCSA applicable to any Claim relating to production
activities (including personal injury, bodily injury, death, and property damage) each shall be deemed separate for
interpretation, enforcement, and other purposes.

(c) If this MCSA constitutes a “construction contract” for the purpose of Chapter 151 of the Texas Insurance
Code the Parties’ respective obligations under Section 9.1 (as applicable) to indemnify, protect, defend and hold
harmless the relevant indemnitees shall, with respect to the death or personal or bodily injury or disability of a Person
who is not an employee of the relevant indemnitor, its agent, or its subcontractor of any tier, shall not apply to Claims
or Losses caused by the negligence or fault, the breach or violation of a statute, ordinance, governmental regulation,
standard, or rule, or the breach of contract of the relevant indemnitee, its agent or employee, or any third party under
the control or supervision of the relevant indemnitee, other than the relevant indemnitor or its agent, employee, or
subcontractor of any tier, and notwithstanding the foregoing, to the fullest extent permitted by Law, the waivers and
releases set forth in Section 9.1 shall continue to have full force and effect.
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(d) If this MCSA constitutes a “construction contract” for the purpose of N.M. Stat. Ann. § 56-7-2 the Parties’
respective obligations under Section 9.1 (as applicable) to indemnify, protect, defend and hold harmless the relevant
indemnitees shall, with respect to the bodily injury to or damage to property of a Person, shall not apply to Claims or
Losses caused by the negligence, act or omission of the indemnitee, its officers, its employees or its agents, and
notwithstanding the foregoing, to the fullest extent permitted by Law, the waivers and releases set forth in Section 9.1
shall continue to have full force and effect.

(e) If any statute or rule of law should be held applicable to any indemnity provision in favor of any member of
the Company Group or any Company Contractor contained in this MCSA that would render void, voidable, or
unenforceable any such indemnity provision as to any or all members of the Company Group or any Company
Contractor by reason of such provision being contained herein, then, and only in such event, such indemnity
provision will be read, construed, and enforced as to such member of the Company Group or Company Contractor as
if such provision that is held to violate the statute or rule of law was excluded from this Article 9, but only to the extent
or degree by which such provision is so held, and this Article 9 will otherwise remain in force and effect and binding
upon the Parties.

9.9 Indemnification Procedures. All claims for indemnification under Section 9, shall be asserted and resolved
as follows:

(a) For purposes of Article 9, the term “Indemnifying Party” shall mean the Party or Parties having an obligation
to indemnify another Party and the term “Indemnified Party” shall mean the Party having the right to be indemnified
pursuant to Article 9.

(b) To make a Claim for indemnification under Article 9, an Indemnified Party shall notify the Indemnifying Party
of its Claim, including the specific details of and specific basis under this MCSA for its claim (the “Claim Notice”). The
Indemnified Party shall provide its Claim Notice promptly after the Indemnified Party has actual knowledge of the
Claim and shall enclose a copy of all papers (if any) served with respect to the Claim; provided that the failure of any
Indemnified Party to give notice of a Claim as provided in this Section 9 shall not relieve the Indemnifying Party of its
obligations under Article 9 except to the extent such failure results in insufficient time being available to permit the
Indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the Indemnifying Party’s
ability to defend against the Claim.

(c) In the case of a Claim for indemnification, the Indemnifying Party shall have thirty (30) days from its receipt
of the Claim Notice to notify the Indemnified Party whether it admits or denies its liability to defend the Indemnified
Party at the sole cost and expense of the Indemnifying Party. The Indemnified Party is authorized, prior to and
during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or
appropriate to protect its interests or those of the Indemnifying Party and that is not prejudicial to the Indemnifying
Party.

(d) If the Indemnifying Party admits its liability to defend the Indemnified Party against a Claim, it shall have the
right and obligation to diligently defend, at its sole cost and expense, the Indemnified Party against such Claim. The
Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement
thereof. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate in contesting any Claim
which the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any
defense or settlement of any Claim controlled by the Indemnifying Party pursuant to this Section 9.9.1(d). An
Indemnifying Party shall not, without the written consent of the Indemnified Party, settle any Claim or consent to the
entry of any judgment with respect thereto which does not include an unconditional written release of the Indemnified
Party from all liability in respect of such Claim or settle any Claim or consent to the entry of any judgment with
respect thereto in any manner that may materially and adversely affect the Indemnified Party (other than as a result
of money damages covered by the indemnity). Provided, however, the Indemnified Party may at its option defend a
Claim with counsel of its own choosing, at its sole cost and expense. In the event the Indemnified Party exercises
this option, any settlement of the Claim is subject to the approval of the Indemnifying Party.

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(e) If the Indemnifying Party does not admit its liability or admits its liability to defend the Indemnified Party
against a Claim, but fails to diligently prosecute, indemnify against or settle the Claim, then the Indemnified Party
shall have the right to defend against the Claim at the sole cost and expense of the Indemnifying Party, with counsel
of the Indemnified Party’s choosing, subject to the right of the Indemnifying Party to admit its liability and assume the
defense of the Claim at any time prior to settlement or final determination thereof. If the Indemnifying Party has not
yet admitted its liability to defend the Indemnified Party against a Claim, the Indemnified Party shall send written
notice to the Indemnifying Party of any proposed settlement and the Indemnifying Party shall have the option for ten
(10) days following receipt of such notice to admit in writing its liability to indemnify the Indemnified Party from and
against the liability and consent to such settlement and if liability is so admitted, reject, in its reasonable judgment,
the proposed settlement, or deny liability. Any failure to respond such notice by the Indemnified Party shall be
deemed to be an election under subsection (e) above.

10. INSURANCE

10.1 Contractor and Company expressly acknowledge that the indemnities contained in this MCSA require
assumption of liability for the negligence of the other Party. Therefore, Contractor and Company each agrees that in
support of its indemnity obligation, each shall obtain and maintain insurance for the benefit of the other Party as
insured Party. Unless specified otherwise below, each Party agrees to procure and keep in force at such Party’s sole
cost and expense, for Work performed under each relevant Commercial Terms pursuant to this MCSA and
throughout the term thereof and any warranty period thereunder, the following policies of insurance, with underwriters
licensed to do business in the state of the United States or country wherein the Work is to be performed (as
applicable):

(a) Commercial General Liability Insurance, including contractual liability and non-gradual pollution sufficient to
insure the indemnity agreements set forth in this MCSA, with minimum limits of U.S. $3,000,000 per occurrence,
covering bodily injury and property damage.

(b) Employer’s Liability Insurance and Worker’s Compensation Insurance or similar statutory social insurance,
as required by Governmental Requirement at the locations where the Work will be performed, including Alternate
Employer Endorsement, and if applicable, Maritime Coverage including coverage for liability under the Jones Act,
General Maritime Law and United States Longshore and Harbor Worker’s Endorsements. The Employer’s Liability
policy shall provide for minimum limits of U.S. $1,000,000 per accident.

(c) Commercial Automobile Liability Insurance (if any motor vehicle is used in performing the Work) covering
owned, non-owned and hired vehicles with minimum limits of U.S. $3,000,000 per accident, covering bodily injury
and property damage. If the Work involves the transportation of Hazardous Materials, MCS-90 endorsement shall be
included.

(d) If the Work involves engineering, procurement, architectural or other professional services, Professional
Liability Insurance with a limit of not less than U.S. $1,000,000, per claim.

(e) If the performance of this MCSA or any of the Commercial Terms requires the use of aircraft owned or
leased by either Party (including helicopters), that Party shall carry, or require the owners of such aircraft to carry All
Risk Hull Insurance in an amount equal to the full replacement value of the aircraft, and Aviation Liability Insurance,
including Passenger Legal Liability, with a limit not less than U.S. $10,000,000 covering bodily injury and property
damage.

(f) If the performance of this MCSA requires the use of watercraft owned or leased by either Party, that Party
shall carry or require the owners of such watercraft to carry Hull and Machinery (including Collision Liability)
Insurance in an amount not less than the full replacement value of the watercraft, and Protection and Indemnity
Insurance including excess collision liability in the amount of not less than U.S. $25,000,000. This insurance shall
provide that a claim “in rem” shall be treated as a claim against the employer.

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(g) If the Work includes the use, manipulation, transportation or disposal of any Hazardous Materials from or on
Work sites, Gradual Pollution Liability with a minimum limit of U.S. $5,000,000 per occurrence, covering bodily injury
and property damage.

(h) If the MCSA pertains to drilling Services, Well Control Insurance including seepage and pollution, with a
minimum limit of $5,000,000 per occurrence.

(i) Any insurance required by a Governmental Requirement.

The above insurance coverages and limits may be insured through primary or excess layers of insurance. Company
may self-insure for any of the above risks. Contractor may submit a written request to Company in order to be
allowed to self-insure for any of the above risks. Company has the right, but not the obligation, to approve or not
approve such request.

10.2 Only with respect to and to the extent of the liabilities and obligations assumed by the insuring Party under
this MCSA: the insurance of each Party as the insuring Party shall be primary to and non-contributing with any other
insurance that may be available to the other Party, the insurance required above shall provide for waiver of
subrogation in favor of the other Party and its “Group” (Company Group and Company Contractors or Contractor
Group, as applicable), and all insurance provided by an insuring Party, except for Worker’s Compensation and
Employer’s Liability or other similar statutory social insurance, Well Control Insurance and Professional Liability shall
include the other Party and its Group as an additional insured. Insurance coverage required under this MCSA shall
be additional security for Contractor’s liability and shall not limit such liability; nor shall such requirements be
considered the ultimate amount or types of insurance Contractor should carry.

10.3 Prior to the commencement of the Work under each relevant Commercial Terms and at any time thereafter
upon Company’s request, Contractor shall provide Company with a certificate of insurance evidencing the required
insurance is in force and effect. Such certificate(s) of insurance shall name “Oxy USA Inc. and its Affiliate(s)” as the
certificate holder, as applicable, and shall be submitted to ISNetworld via its web site at www.isnetworld.com. Should
Contractor encounter a problem with the web site, please contact ISNetworld’s main telephone number at (214) 303-
4900 in the United States. Contractor agrees that it will not cancel, reduce, restrict, or materially change the required
insurance coverages in a negative way without giving Company thirty (30) days’ advance written notice. Any
required renewal certificates will be issued within 30 days of the expiration of any of the above required insurance. If
Company requests verification of insurance evidenced in the certificates of insurance from Contractor’s insurance
agent or broker, Contractor shall cause such verification to be promptly furnished to Company. Further, Contractor
shall, upon Company’s request, provide Company with a reasonable opportunity to review, at a reasonable time and
place, a copy of the actual policy for any insurance coverage required to be maintained by Contractor hereunder, and
Company shall be permitted to make copies of same at its own cost and expense. Company’s failure to request, or
respond to, any deficient insurance certificate or letter of self-insurance received by Company shall not constitute a
waiver of Company’s rights, or Contractor’s insuring obligations, under this Section 10.3. No insurance certificate or
other evidence of insurance will serve to amend the insurance requirements herein without consent of Company.
Should Contractor fail to provide or maintain any such insurance coverage, Company shall have the right, but not the
obligation, upon ten (10) days’ prior written notice to Contractor, to procure any such insurance coverage and to
deduct the cost thereof from any amounts due and payable to Contractor or, if there are no such amounts due and
payable, Contractor shall reimburse Company for such costs on demand.

10.4 Contractor shall require each Subcontractor utilized by Contractor to carry and pay for insurance in amounts
deemed necessary by Contractor. Any deficiency in the Subcontractor’s insurance coverage will be the responsibility
of Contractor. When requested by Company, Contractor shall furnish, or cause to be furnished to Company,
certificates of insurance evidencing insurance coverages carried by the Subcontractors. Contractor shall cause its
employees operating their personal automobiles in the performance of the Work to secure the appropriate insurance
during such performance. Any lack of or deficiency in such employee’s coverage will be the responsibility of
Contractor.

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10.5 Builders All Risk Coverage

In any given Commercial Terms, Company has the discretionary right to request that Contractor, at its sole cost, risk
and expense, obtain All-Risk Builder’s Risk insurance protecting the respective interest of Company Group,
Company Contractors, Contractor and its Subcontractors, covering the full replacement value of the Facilities, all
Materials and Equipment while in transit and after such items are unloaded at the Facilities Sites, while waiting for
installation and during the course of construction, including commissioning and start-up. The deductible for such
insurance shall be for the account of Contractor. Insurance coverage shall be maintained with insurance companies
and deductibles reasonably acceptable to Company.

(a) All insurance policies maintained by Contractor under Section 10.5 shall name the members of the
Company Group and Company Contractors (collectively, the “Company Insureds”), and Subcontractors as additional
insureds. All insurance policies required under Section 10.5 shall include a waiver of subrogation in favor of the
Company Insureds and Subcontractors.

(b) All insurance policies which Contractor is required to obtain and maintain shall not be canceled, reduced,
restricted or changed in any way without Contractor giving at least thirty (30) days’ prior written notice to Company.

(c) Contractor shall deliver to Company certificates evidencing the insurance coverage Contractor is required to
maintain hereunder. Further, Contractor shall, upon Company’s request, provide Company with a reasonable
opportunity to review, at a reasonable time and place, a copy of the actual policy for any insurance coverage which
Contractor is required to maintain hereunder, and Company shall be permitted to make copies of same at its own
cost and expense. Contractor shall be solely responsible for the timely payment in full of premiums for all insurance
coverage required to be maintained by Contractor hereunder.

(d) If any of the insurance policies required to be maintained by Contractor hereunder shall be canceled for any
reason during the period of this MCSA, Contractor shall immediately procure replacement coverage.

(e) Company, at its sole discretion, shall have the right to obtain and maintain the insurance coverage required
in this Section 10.5.

11. TAXES

11.1 Unless otherwise provided for in this MCSA or by Governmental Requirement, each Party shall be solely
responsible for the ascertainment of, timely filing for, and prompt payment of any and all of such Party’s Taxes.
Except for the Transactional Taxes described below in Section 11.2, Contractor acknowledges that it has taken into
account the Taxes to be imposed, levied, or assessed on Contractor as a result of this MCSA in establishing the
rates, fees and other compensation set forth in the Commercial Terms.

11.2 Notwithstanding any other provision of this MCSA, invoiced amounts payable to Contractor shall be
exclusive of value added taxes, goods and service taxes, sales and use taxes, gross receipts taxes, excise taxes
imposed, levied, or assessed on the sale of goods and provisions of services from Contractor to Company
(collectively, “Transactional Taxes”), and any such Transactional Taxes that are imposed, levied, or assessed on
such sales of goods and provisions of services by applicable Governmental Requirement or taxing authority shall be
added to the invoiced amounts payable and shown separately on the invoice and Company shall pay such amounts
to Contractor in addition to the invoiced amounts payable. Contractor shall make all reasonable efforts to minimize its
liability to pay and to recover from Company any such Transactional Taxes that may be assessed on compensation
or payments pursuant to this MCSA, and Contractor shall cooperate fully with Company in any reasonable and lawful
effort by Company to reduce or eliminate any such Transactional Taxes that Company might otherwise bear pursuant
to this MCSA.

11.3 Should any Governmental Requirement or taxing authority require withholding of Taxes from payments to
Contractor, Company shall comply with such requirement to withhold and shall deduct and timely remit such
withholdings to the proper Governmental Entity or taxing authority, unless Contractor demonstrates, to the
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satisfaction of Company, exemption from such withholding. Contractor shall complete, sign, and return to Company
any forms regarding withholding or other taxpayer information that Company reasonably requests from Contractor.
Company shall cooperate fully with Contractor in any reasonable and lawful effort by Contractor to reduce or
eliminate the amount of withheld or deducted Taxes that Contractor might otherwise bear pursuant to this MCSA.

11.4 If this MCSA or any Commercial Terms is subject to stamp duty, fee, or registration with any Governmental
Entity pursuant to a reasonable interpretation of the applicable Governmental Requirements, then Company will be
responsible for the required formalities and bear the related costs. Company shall return to Contractor a copy of the
registration certificate or a registered copy of the MCSA or Commercial Terms within ten (10) days of registration and
shall provide Contractor with evidence of payment of any stamp duty or fee upon request.

11.5 If Company benefits from any exemption from Taxes applicable to Contractor and Contractor Group, then
Company agrees to provide Contractor and Contractor Group, without charge, with documentation acceptable to the
applicable Governmental Entity supporting such exemption and with instructions for Contractor and Contractor Group
about the procedure to apply for and obtain the exemption.

11.6 The prices included in any Commercial Terms do not include the amount of any of Company’s Taxes or
Transactional Taxes. Company shall be responsible for and shall pay directly when due and payable any and all of
Company’s Taxes and Transactional Taxes.

11.7 Company and Contractor shall maintain (and shall ensure that each of its Affiliates and subcontractors
maintain) records sufficient to substantiate all Taxes that may affect any of the obligations of Contractor or Company
under this MCSA for so long as the longest applicable statute of limitations remains open related to such Taxes paid
or allegedly due in connection with this MCSA. These records shall be provided by Company or Contractor upon the
request of the other and at the requestor’s sole expense.

11.8 The terms and provisions of this Article 11 can be modified or integrated in the specific Commercial Terms
according to specific Governmental Requirements and contracting entities involved; provided, however, that each
Party shall remain responsible for payment of its own Taxes.

12. CHANGES

12.1 Except as otherwise provided in the Commercial Terms, this Article 12 describes all circumstances in which
the Schedule and the Contract Price shall be adjusted (such adjustments, “Changes”), or additions, deletions,
alterations, modifications, or removals of Work, Services, Materials and Equipment or obligations, to or from the Work
(including acceleration or other changes to the timing thereof) (“Scope Adjustments”) may be implemented. The
rights and remedies expressly set forth in this Article 12 shall be Contractor’s sole and exclusive rights and remedies
with respect to Changes and Scope Adjustments.

12.2 Company may, at any time and for any reason, instruct Contractor to implement a Scope Adjustment by
providing written notice thereof on the form of Change Order set out in Exhibit H from the Company Representative
or his designee to Contractor expressly referencing this Section 12.2 (a “Company Instruction”). If Contractor accepts
the Company Instruction, Contractor shall implement the same continuously, diligently and without delay or
suspension. If the Contractor rejects the Company Instruction, Company reserves the right to contract the required
Services from a third party. .

12.3 Contractor shall be entitled to a Change only in the following circumstances, and only to the extent such
circumstances occur on or after the relevant Commercial Terms Effective Date (each, a “Change Event”):
implementation of a Company Instruction by Contractor; a suspension instructed by Company pursuant to Section
13.1; Force Majeure (provided that Contractor will receive no adjustment to the Contract Price resulting from an
event of Force Majeure); a breach of this Agreement by Company (provided that Contractor has not contributed to
Company’s breach), and the occurrence of a Change of Law. Unless Company instructs Contractor otherwise,
Contractor shall perform all Work that is necessary for Contractor to satisfy its obligations under the Agreement
following and in light of the effects of a Change Event, continuously, diligently and without delay or suspension for
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any reason. Contractor shall use its commercially reasonable efforts to prevent, mitigate and overcome the
circumstances and impacts of any Change Event. Regardless of whether a Change Event has occurred, Company
and Contractor may (but shall not be under any obligation) agree at any time to implement a Scope Adjustment or
Change by executing a Change Order.

12.4 Adjustments to the Contract Price that increases or decreases the Contract Price due to any Change Event
may be agreed and specified in an Approved Change as a lump sum amount or, pursuant to the Commercial Terms,
on a time and materials basis, or in the absence of such agreement, shall be determined based on the reasonable
and verifiable amounts directly paid (or that would have been paid) by Contractor to Subcontractors, marked-up by
an amount equal to a percentage defined in the relevant Commercial Terms, or if not agreed a percentage that shall
not exceed ten percent (10%), on account of all profit, contingency, overhead and other burdens associated with the
relevant Work. Contractor shall only be entitled to adjustment of the Schedule to the extent that a Change Event
directly and proximately causes a delay to activities on the critical path to achieving completion of the Work as per
the Schedule, Contractor has complied with its mitigation obligations hereunder and cannot recover from such delay,
notwithstanding such efforts, and Contractor is not concurrently delayed by any event or circumstance of which
Contractor accepts risk.

12.5 Change Request Notice

(a) Contractor shall, no more than ten (10) business days after the date on which Company issues a Company
Instruction, or Contractor became aware or ought to have become aware (whichever is earlier) of, the first
occurrence of any other Change Event, submit to Company a written request for a Change, which shall include: a
description of any necessary Scope Adjustments; the claimed adjustment to the Date for Schedule; and the claimed
adjustment to the Contract Price, in each case including supporting documentation reasonably acceptable to
Company (a “Change Request”). Company may accept a Change Request by countersigning the same. If Company
does not agree with any part of a Change Request, and the Parties subsequently agree upon Contractor’s Change
rights, Company may require Contractor to resubmit a Change Request that records the agreed Changes, for
countersignature by Company.

(b) Contractor’s failure to submit a Change Request in relation to any Company Instruction or other Change
Event within the time prescribed under Section 12.5.1(a) shall constitute an irrevocable waiver and release by
Contractor of any entitlement to a Change in respect of the relevant Company Instruction or other Change Event, and
an irrevocable waiver and release by Contractor of Company Group and Company Contractors from any and all
Claims related to the applicable Company Instruction or other Change Event. Upon countersignature by Company, a
Change Request shall constitute an irrevocable waiver and release by Contractor of any and all Claims with respect
to the relevant Change Event or the subject matter of the Change Request, howsoever arising and howsoever
related to the relevant Change Event.

13. SUSPENSION AND TERMINATION

13.1 Suspension of Work by Company

(a) Company may, at any time, require Contractor to suspend performance of all or any portion of the Work.

(b) If Contractor is required by Company to suspend performance of the Work, Contractor shall immediately
take all necessary steps to suspend the Work. Company shall pay Contractor the amounts set forth in subparagraph
(c) immediately below and shall not be liable to pay any other amounts to Contractor as a result of the suspension.

(c) Subject to Article 14 and unless otherwise agreed upon in writing by the Parties, in the event a suspension
is required by Company and the same is not the result of a breach of this MCSA or the relevant Commercial Terms
by Contractor, Company shall reimburse to Contractor:

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 (i) the reasonable and documented on-Site Contractor Personnel wages and other reasonable and
documented operating expenses incurred by Contractor directly as a result of and during the
suspension of the Work; and

(ii) expenses documented and reasonably incurred by Contractor as a result of any demobilization
and/or mobilization necessitated by the suspension of the Work.

(d) Company’s termination rights set forth herein shall remain available to Company and unaffected during any
period when the Work is suspended.

(e) At any time during the suspension of Work, Company may require Contractor, by notice in writing, to
resume performance of the Work as soon as reasonably practicable.

(f) In the event a Company suspension causes Contractor to suspend the Work for a continuous period of
twelve (12) consecutive months, either Party, at its election, upon thirty (30) days advance written notice to the other
Party given at any time after such twelve (12)-month period, may terminate this MCSA or any Commercial Terms,
which termination shall be treated as a termination for Company’s convenience governed by the provisions herein.

13.2 Termination by Company

Without prejudice to any other right or remedy of Company, this MCSA or any Commercial Terms may be terminated
by Company upon giving notice to that effect to Contractor:

(a) immediately, if Contractor is insolvent, seeks protection from creditors, makes a general assignment for the
benefit of creditors, or suffers the appointment of a receiver for its business, refuses or fails to supply enough
properly skilled workers or proper Materials and Equipment, fails to make prompt payment to its employees or
Subcontractors, violates any Governmental Requirements or otherwise violates any other provision of this MCSA or
the relevant Commercial Terms in any material respect.

(b) immediately, if Contractor suspends the execution of the Work otherwise than in accordance with any
instructions of Company;

(c) immediately, if Contractor fails to provide the required adequate assurance under Section 5.7 within five (5)
business days of its receipt of Company’s notice requiring same;

(d) at will at any time upon not less than thirty (30) days’ prior written notice to Contractor for any reason.

If this MCSA or any Commercial Terms are terminated by Company in accordance with Sections 13.2.1(a), 13.2.1(b)
or 13.2.1(c), Company shall not be bound to make any further payment to Contractor other than amounts due and
unpaid at the time of termination, and the full and final costs of completion of the Work by another contractor shall be
ascertained as soon as is reasonably practicable and, upon such cost being ascertained, Company shall calculate
the amount of all additional costs and expenses incurred by it beyond that which it would have incurred if Contractor
had properly performed its obligations under this MCSA and the relevant Commercial Terms, and such amount shall
be a debt payable to Company by Contractor.

If this MCSA or any Commercial Terms are terminated by Company in accordance with Section 13.2.1(d), then
Company shall pay Contractor any monies due and unpaid at the date of termination for all Work performed by the
Contractor.

Contractor shall not be entitled to any compensation or other rights or remedies in respect of loss of profits or
otherwise in connection with the termination of this MCSA or the relevant Commercial Terms.

Company shall have access to all books and records necessary for it to audit the termination costs.

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13.3 Obligations Following Termination

(a) On the termination of this MCSA or any Commercial Terms for whatever reason, Contractor shall:

(i) proceed in an orderly manner but with all reasonable speed, diligence and economy to take such
steps as are necessary to bring to an end the Work under the relevant Commercial Terms;

(ii) in the event that Company has appointed another contractor to complete the Work after such
termination, Contractor shall cooperate fully with such Contractor for the orderly transfer of the
Work;

(iii) as soon as possible, but in any case within ten (10) days from the date on which the termination
takes effect, deliver to Company all Materials and Equipment, Deliverables and other Work used,
prepared or obtained by Contractor pursuant to this MCSA and, for the avoidance of doubt,
Contractor shall have no liens over any such documents; and

(iv) if so required by Company, assign to Company, without payment, other than payments which may
be due and unpaid at the time of termination, Contractor’s entire benefit and interest in any
contracts or agreements made by Contractor in relation to the Work selected by Company.

13.4 Any termination of the Agreement shall not prejudice or affect the accrued rights or claims of either Party to
this MCSA.

14. FORCE MAJEURE AND DELAYS

14.1 Force Majeure.

(a) Definition. For the purposes of this MCSA force majeure (“Force Majeure”) means riots, social unrest, civil
disturbances, lockouts, strikes (unless specific to Contractor and its Subcontractors’ Personnel), war (declared or
undeclared), insurrection, military actions, national emergency, rebellion, terrorist or anti-government acts, acts of
any military agency under actual or assumed authority, explosions, or any action of the elements, including floods,
washouts of roads, named storms, lightning, earthquakes, tornados, fire and eruptions, in each case to the extent
beyond the reasonable control of the Party claiming Force Majeure, affecting the location of the Facilities and that
the relevant circumstance could not have been avoided, overcome or mitigated by the exercise of reasonable care by
the Party claiming Force Majeure. Force Majeure shall expressly not include any of the following: late delivery of
Work to be provided by Contractor Group; normal wear and tear, random flaws, or breakdowns in Materials and
Equipment used by Contractor Group in the performance of its obligations under this MCSA and the relevant
Commercial Terms, late arrival or lack of availability of personnel, weather conditions, including storms, rain, snow,
and precipitation (other than as expressly provided in the previous sentence); lack of funds or other financial
circumstances; failure or delay of Contractor or any Subcontractor or any of their Personnel to perform, and
explosion, corrosion, leakage, seeping, breakage or accident to machinery, equipment, pipe or transmission lines,
other facilities or vessels under the control of Contractor, its Subcontractors or their Personnel.

(b) Excused Performance.

Each Party shall be excused from performance and shall not be considered to be in default with respect to any
obligation hereunder, except the obligation to pay money in a timely manner for Work actually performed or other
liabilities actually incurred, if and to the extent that its failure of, or delay in, performance is due to an event of Force
Majeure; provided, that:

(i) Contractor’s rights under this Section 14.2.1(b) are subject to all terms and conditions in Article 12;

(ii) The suspension of performance is of no greater scope and of no longer duration than is reasonably
required by the Force Majeure;
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 (iii) No obligations of the affected Party which arose before the occurrence causing the suspension of
performance are excused as a result of the occurrence;

(iv) The Party uses all available measures to overcome or mitigate the effects of such occurrence; and

(v) When the Party is able to resume performance of its obligations under the Agreement, such Party
shall give the other Party written notice to that effect as soon as is reasonably practicable, but in no
event later than two (2) business days after the Party first becomes aware that it is able to resume
performance of its obligations and shall promptly resume performance hereunder.

For the avoidance of doubt, Contractor shall not be entitled to compensation for periods when it is excused from
performance as a result of Force Majeure.

(c) Burden of Proof.

In the event that the Parties are unable in good faith to agree that an event of Force Majeure has occurred, the Party
claiming a Force Majeure shall have the burden of proof as to whether such Force Majeure satisfies the requirements
of Section 14.1.1(a).

14.2 Remedies for Delays and Extensions

(a) Time is of the essence in this MCSA. In the event Contractor fails to commence Work on the date provided
in the Commercial Terms or after such commencement, abandons said Work, or for any reason (other than a
Change Event) has delay(s) totaling five (5) days or more (unless a shorter period is specified in the relevant
Commercial Terms), in addition to any other rights or remedies Company has hereunder:

(i) Company shall have the right to take over said Work, Materials and Equipment furnished by
Company and all Materials and Equipment furnished by Contractor and complete said Work, or
cause the same to be completed. For the avoidance of doubt, Company shall have the right to
retain and use in the performance of said Work all Materials and Equipment employed, or which
are to have been employed, by Contractor in said Work which at the time Company takes over are
located at the Site of said Work. If Company exercises the right to use Contractor’s Materials and
Equipment as aforesaid, Company shall allow Contractor a reasonable rental therefore. Contractor,
at Contractor’s expense, shall, within five (5) business days, remove such Materials and Equipment
upon receipt of notice from Company to do so, or Company has the right to remove same and bill
Contractor for the cost of removal and storage of same.

(ii) Contractor will also be required to pay Company any incremental costs and expenses incurred by
Company beyond that which it would have incurred if Contractor had properly and timely performed
its obligations under this MCSA and the relevant Commercial Terms. Alternatively, if the Parties
agree upon liquidated damages in the relevant Commercial Terms, Contractor will be required to
pay Company said liquidated damages instead of the incremental costs and expenses described in
the preceding sentence. In those cases, where the Parties agree upon liquidated damages in the
Commercial Terms, the Parties are also agreeing that the damages that Company will suffer as a
result of a delay in the performance or completion of the Work would be difficult and impractical to
precisely compute, that the liquidated damages are being used to reasonably estimate the
damages suffered by Company, and that the same are not being used as a penalty.

(iii) Company shall have any other remedies agreed upon in the relevant Commercial Terms.

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(b) Mitigation of Change Events

Contractor will exercise Good Industry Practice and all other reasonable efforts to minimize time lost due to Change
Events and will utilize measures such as overtime and double shifts to overcome the effects of the delay, subject to
Company’s prior approval.

15. HEALTH, ENVIRONMENT, SAFETY AND SOCIAL RESPONSIBILITY REQUIREMENTS

15.1 Contractor shall, and shall cause it Subcontractors to: conduct the Work and all operations related thereto
at all times in compliance with all applicable safety laws and environmental laws so as to avoid the risk of bodily harm
to Persons and damage to property or the environment or natural resources, while conducting the Work, continually
and diligently inspect all Work, facilities, Materials and Equipment to discover and correct any such harm or damage,
and ensure that the Work is in compliance with Governmental Requirements, and enforce discipline and professional
standards among all members of Contractor Group and any other Person performing or providing services related to
any part of the Work. Contractor shall be responsible to Company for the acts and omissions of the aforementioned
Persons as if such acts and omissions were Contractor’s own. Contractor represents and warrants that it will fully
comply with Company’s health, environment, safety, and security policies and procedures, applicable to Contractor’s
performance of this MCSA, including the following:

(a) Governmental Requirements relating to the training, health and safety of the Contractor’s Personnel,
including, but, not limited to all regulations and standards promulgated under OSHA and, if any Work is performed at
an international location, the equivalent Governmental Authority having jurisdiction over occupational safety and
health at such location. Contractor agrees to be responsible for all HES&SR training, practices, and supervision for
all of Contractor’s and other Personnel (including Personnel of Subcontractors) over whom Contractor has control in
the performance of this MCSA. Contractor is expressly designated under this MCSA as the “responsible employer”
for the safety of Contractor Group’s Personnel, under the OSHA multi-employer Work Site provisions. Contractor
agrees to fully comply with all applicable HES&SR regulations and standards, including Company’s HES&SR policies
and procedures, and the requirements set forth in “Occidental Oil and Gas Corporation Drugs, Alcohol, and
Controlled Substance Requirements” and “Occidental Oil and Gas Corporation Minimum Health, Environment, Social
Responsibility Guidelines” attached hereto as Exhibits, which have been read and accepted by Contractor. Company
reserves the right to amend the requirements outlined in the referenced Documents from time to time by providing
written notice to Contractor.

(b) Governmental Requirements relating to the protection of the environment, including those related to the
transportation, management, or disposal of Hazardous Materials.

15.2 Company shall at all times have the right to inspect the Work and relevant Work sites and may audit
Contractor’s HES&SR documentation for the purpose of verifying the information furnished by Contractor and
Contractor’s compliance with the terms and conditions of this MCSA. If requested, Contractor shall provide Company
with current copies of Contractor’s corporate HES&SR manual and management system, or at the discretion of
Company, an HES&SR plan specific to the Work being performed, including Contractor’s provisions for emergency
preparedness and response. Contractor shall, upon request, furnish Company with proof of compliance with all
Governmental Requirements.

15.3 Non-work related firearms, weapons, explosives or dangerous materials are adverse to a safe work
environment. The possession of non-work related firearms, weapons, explosives or dangerous materials on
Company premises or while conducting Company business, is strictly forbidden and shall constitute a material
breach of the Agreement.

15.4 If Company chooses to use surveillance technology at the Work site, Contractor shall abide by, and shall
cause Contractor personnel to abide by, the Surveillance Technology Guidelines attached hereto as Exhibit G, in
order to ensure the highest quality of safety and security at the Company site.

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15.5 Notification of Injury or Damage

Contractor shall immediately report, by telephone or in person, any accident, injury, illness, fatality, Release, or other
serious incident to Company, provide Company with a written incident report within twenty-four (24) hours of the
occurrence of each incident, notify any Governmental Entities thereof as may be required by Governmental
Requirements, provide all notices and take such actions as may be specified in OOGC Minimum HES&SR
Guidelines, and provide Company with a final written incident report no later than one month after the occurrence of
each incident.

16. WORK NONEXCLUSIVE

This MCSA is nonexclusive and Company may, without notice to Contractor, engage or use others to perform
services or provide materials and equipment of the same or similar nature as those included in the Work, including
for Facilities or specific assignments upon which Contractor is working.

17. INTELLECTUAL PROPERTY

17.1 All Deliverables shall be transferred to Company upon the completion of the Work or upon the cancellation
of the Commercial Terms for any reason. Notwithstanding the foregoing, all Deliverables shall be deemed to be the
sole and exclusive property of Company, as well as “works made for hire” as contemplated by the U.S. Copyright Act
(17 U.S.C. § 101). Contractor agrees to do all things reasonably necessary to protect the interests of Company in the
Deliverables, including cooperating with Company so that Company, at its expense, can obtain patents and
copyrights. To the extent or if for any reason any Deliverable (or any element thereof) is not eligible for “works made
for hire” treatment, then Contractor hereby irrevocably assigns, at no additional cost, all rights, title and interest
(including all intellectual property rights) in and to such Deliverable to Company.

17.2 To the extent or if for any reason any Deliverable (or any element thereof) cannot be assigned by Contractor
to Company, then Contractor hereby grants to Company a nonexclusive, perpetual, sub-licensable, fully paid-up, and
royalty-free license to all of the Deliverables, to use, copy, modify, maintain, support, and create derivative works of
the same at Company’s sole discretion.

17.3 If Contractor (or any of its Affiliates) provides Company (or any of its Affiliates) with any software (including
firmware and other utilities) that is not a Deliverable under this MCSA, Contractor hereby grants to Company and its
Affiliates a perpetual, irrevocable, worldwide, royalty-free license to use, compile, decompile, disclose, copy, modify,
display, distribute, or create derivative works of such software in connection with the Work or have a Third Party do
any of the foregoing on Company’s or its Affiliate’s behalf.

18. CONFIDENTIALITY

18.1 Contractor agrees that it shall keep Confidential Information strictly confidential and shall not sell, trade,
publish or otherwise disclose it to any Person in any manner whatsoever, including by means of photocopy,
reproduction or electronic media, without the prior written consent of Company. Contractor shall not directly or
indirectly disclose, reveal, publicize, publish, or in any other manner communicate to or with any other Person, any of
the foregoing, except as provided in this Article 18. Any such disclosures, will be made only if Company consents, or
in accordance with Section 18.3. Contractor shall use at least the same degree of care to avoid the publication,
disclosure, reproduction or other dissemination of the Confidential Information as it employs with respect to its own
valuable, proprietary information that Contractor protects from unauthorized publication, disclosure, reproduction or
other dissemination, and in no event shall Contractor use less than reasonable care. It is agreed that if Contractor
violates this Article 18, Contractor will have breached this MCSA, and Company will be irreparably harmed as a
matter of law and will be entitled to immediate injunctive relief.

18.2 Confidential Information shall be and remain the sole property of the Company. Upon termination of the
relevant Commercial Terms, and as a condition precedent to a final payment pursuant to the relevant Commercial
Terms, the Contractor shall, except to the extent inconsistent with its use in connection with legal proceedings or
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applicable law, regulations, rules or official government requests, at the Company’s election: return to the Company
all of the Confidential Information, regardless of form or medium, and shall destroy any copies or reproductions
thereof, regardless of form or medium, in its possession and in the possession of the Contractor Group and the
Person(s) to whom it was disclosed by the Contractor pursuant to the relevant Commercial Terms; permanently
delete all electronic copies of such Confidential Information in Contractor’s possession or control; and certify in
writing to Company that Contractor has completed the foregoing.

18.3 Notwithstanding Section 18.1, any of the Parties may disclose the other Party’s Confidential Information
without the prior written consent of the other Party:

(a) To any of the Contractor Group, as the case may be, who have a clear need to know such Confidential
Information in connection with this MCSA and to the extent necessary therefor; provided that, prior to disclosure,
Contractor shall obtain a written undertaking of confidentiality not less restrictive than this Article 18 from each such
member of the Contractor Group to whom Confidential Information is disclosed; and provided, further, that the
Contractor shall be liable for any unauthorized disclosure by Contractor Group; or

(b) When and to the extent required by Governmental Requirement or by regulation or rule of a recognized
stock exchange on which the securities of Contractor Group are or are to be listed or by the securities commission
regulating such stock exchange; provided, however, the Contractor gives prompt written notice to Company prior to
such disclosure to allow Company to seek a protective order against, or to limit the scope of, such disclosure; and
provided, further, that if Company fails to obtain or does not seek a protective order, Contractor shall only disclose
that portion of the Confidential Information that, in the written opinion of the Company’s legal counsel, is required to
be disclosed. In any case, Contractor shall use its best efforts to obtain reliable assurance of further confidential
treatment of the Confidential Information so disclosed, or that such Confidential Information will otherwise be held in
the strictest confidence to the fullest extent permitted under the laws, rules or regulations of any applicable governing
body.

18.4 Except as and to the extent provided with respect to the Parties’ obligations under this Article 18 the Parties
shall not issue or cause the publication of, or make any reference to, the other Party or any other member of the their
group in any press release, public announcement, advertising, circular or promotional material relating to the Work
performed on the Sites or any of Company’s facilities, the existence of this MCSA, any Commercial Terms or the
subject matter hereof or thereof without the prior written consent of such other Party.

19. ASSIGNMENT AND RIGHT TO AUDIT

19.1 This MCSA shall be binding on the Parties, their successors and permitted assigns. Contractor shall not
assign or delegate its duties under this MCSA without prior written approval of Company, which shall not be
unreasonably withheld. Any purported consent or delegation without such approval shall be void.

19.2 Contractor shall maintain Records and further agrees to retain all Records during the Term of any
Commercial Terms (as defined in each such Commercial Terms) and for a period of at least two (2) years after the
expiration or termination of this MCSA or the performance of the Work pursuant to any relevant Commercial Terms
(including any warranty period), and agrees that Company (or its designated professional advisors) may, at any time
until the expiration of such two-year period, at its own cost and expense, and upon providing written notice to
Contractor, audit any Records for purposes of verifying compliance with the terms and conditions of this MCSA.
However, the components of a lump sum price shall not be subject to the aforementioned audit. Company or its
authorized representatives shall have the right to reproduce and retain copies of any of the aforesaid Records and
shall be responsible for all costs associated therewith. In addition, all safety, environmental, and health information
furnished by Contractor to Company will be subject to audit and shall be retained by Contractor following the
performance of the Work pursuant to any Commercial Terms, including any warranty period, plus two (2) years, or as
otherwise required by a Governmental Requirement.

19.3 The rights of Company under this Article 19 shall be additional to and shall not prejudice any other or
additional rights and remedies afforded to Company by law to audit the Records and shall be without prejudice to
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Company’s right to take legal action with respect thereto, including the right to dispute any invoice as a result of such
audit. In the event that an error is discovered pursuant to this Article 19, then the Parties shall remedy the error, and
the Party owing payment shall pay the other Party the amount concerned within thirty (30) days of the error being
substantiated.

20. AUTHORITY

20.1 Contractor warrants that it has the full authority and power to enter into and perform hereunder and to make
all representations, warranties and covenants as set forth herein. Contractor shall provide, upon Company’s request,
written evidence satisfactory to Company of Contractor’s authority.

20.2 Contractor warrants that the individual executing this MCSA is properly authorized to bind Contractor to the
terms of this MCSA and shall provide written evidence of the same satisfactory to Company upon Company’s
request.

21. CHOICE OF LAW

21.1 With respect to Commercial Terms regarding Work performed in the United States of America, THE
PARTIES AGREE THAT THE LAWS OF THE STATE OF TEXAS SHALL GOVERN THIS MCSA AND ANY
COMMERCIAL TERMS, WITHOUT THE APPLICATION OF CHOICE OF LAWS RULES. THE PARTIES
VOLUNTARILY SUBMIT TO THE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS OF THE
STATE OF TEXAS FOR THE ADJUDICATION OF THEIR LIABILITIES AND RESPONSIBILITIES UNDER THIS
MCSA.

21.2 With respect to Commercial Terms regarding Work performed at a Site outside the United States of
America, the Parties shall mutually agree upon, and explicitly state in the relevant Commercial Terms, the law
governing such Commercial Terms and the terms of this MCSA, and the tribunal for the adjudication of their liabilities
and responsibilities thereunder. If there is no agreement stated in the relevant Commercial Terms regarding the
choice of law, the Parties voluntarily submit to the jurisdiction and venue of the courts of the State of Texas for the
adjudication of their liabilities and responsibilities thereunder. The Parties agree that the United Nations Convention
on the International Sale of Goods does not govern this MCSA. The Parties agree that provisions of Exhibit C –
“International Requirements” apply to Work performed outside the United States.

22. REMEDIES CUMULATIVE; NO WAIVERS

No right or remedy conferred on or reserved to the Parties by this MCSA shall be exclusive of any other right or
remedy, and unless otherwise provided in this MCSA, Company and Contractor shall retain all rights and remedies,
both under this MCSA and at law or in equity, that either may have against the other. Subject to the provisions of
Section , all rights and remedies conferred on the Parties by this MCSA or by law shall be cumulative and in addition
to every other right and remedy available to the Parties. No failure on the part of any Party to exercise, and no delay
in exercising, any right or remedy under this MCSA shall operate as a waiver unless such right or remedy is
specifically waived by such Party in writing; nor shall any single or partial exercise by a Party of any right or remedy
under this MCSA preclude any other or further exercise of any other right or remedy.

23. CONTINUING OBLIGATIONS

In the event of termination or expiration of this MCSA, the provisions pertaining to warranty, indemnity, audit,
confidentiality, insurance, disclaimer of consequential damages, limitation of liability, dispute resolution, and
governing law shall remain in full force and effect.

24. ANTI-KICKBACK

Contractor represents and warrants that no consideration, kickbacks, fees, payments, or things of value above what
is ordinarily encountered in usual and customary business practices and what is permitted by any applicable anti-
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kickback or anti-bribery Governmental Requirements, were given or requested to or by any Company employee as
an inducement to enter or continue this MCSA or Commercial Terms, and that Contractor further agrees to
immediately report any such request, demand, or occurrence by any Company employee to a toll-free compliance
line (+1 (800) 699-7702) or to Company’s or its relevant Affiliate’s managing counsel.

25. COMPLIANCE WITH LAWS AND COMPANY POLICIES

25.1 Compliance with Governmental Requirements.

(a) The Parties agree to comply with all Governmental Requirements directly affecting the Work or the
performance of either Party’s obligations under this MCSA. Notwithstanding anything in this MCSA to the contrary:
nothing herein shall require either Party to take any action that would cause it or any of its Affiliates to be in violation
of, or subject to penalty under, any law, rule, order or regulation applicable to such Party or any of its Affiliates, and
Contractor shall not take any action that would result in Company or any of its Affiliates being in violation of, or
subject to penalty under, any law, rule, order or regulation in effect in the United States of America.

(b) The Parties shall comply with, and shall endeavor to ensure that each member of Contractor Group or
Company Group or Company Contractors, as applicable, also comply at all times with all Governmental
Requirements pertaining to employment and compensation of employees, including visa requirements, work
authorizations, equal employment opportunity laws and payment of all wages and benefits. For Work performed in
the United States, such Governmental Requirements include, but are not limited to, Executive Order 11246 and the
regulations, orders and rules issued thereunder; the Rehabilitation Act of 1973 and the regulations, orders and rules
issued thereunder; the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended, and the
regulations, order and rules issued thereunder; the Equal Opportunity Clause (41 C.F.R. 60-1.4); the Affirmative
Action and Non Discrimination Clause for Individuals with Disabilities (41 C.F.R. 60-741.5); the Affirmative Action and
Non-Discrimination Clause for Special Disabled and Vietnam Era Veterans (41 C.F.R. 60-250.4); Utilization of Small,
Small Disadvantaged, and Women Owned Small Business Concerns (FAR 52.219-8); Small, Small Disadvantaged
and Women Owned Small Business Subcontracting Plan (FAR 52.219-9); and other applicable sections contained in
41 C.F.R. Chapter 60.

(c) In connection with the Work to be performed under this MCSA, each Party shall comply with, and shall
endeavor to ensure that each member of Contractor Group or Company Group or Company Contractors, as
applicable, also complies at all times with, all applicable U.S. Anti-boycott and Export Control laws, rules and
regulations. Neither Party will take, directly or indirectly, any action that will result in a violation by the other Party of
applicable Anti-boycott or Export Control laws. The Parties shall not export or re-export any goods, software or
technology (including technical data), directly or indirectly, without first obtaining all written consents, permits, or
authorizations and completing such formalities as may be required by any such laws, rules or regulations. Each Party
shall assist the other Party in applying for such consents, permits or authorizations and completing such formalities, if
so requested. Each Party shall provide to the other Party upon request copies or other written evidence of such
consents, permits or authorizations and such other information regarding export control classifications as may
reasonably be requested.

(i) Each Party warrants that it has in place appropriate screening procedures to ensure compliance
with such laws, rules and regulations and shall apply those procedures in connection with the Work
to be performed under this MCSA. Each Party agrees to keep records of its export and re-export
related activities for a minimum of five (5) years or such period as is required from time to time by
all relevant laws, whichever is the greater. Each Party shall make such records available to a duly
authorized representative of the other Party upon reasonable request for inspection and copying.

(ii) Contractor will furnish to Company any information requested by Company for compliance with
Governmental Requirements related to the Work, including “Schedule B numbers”, “export control
classification numbers (ECCN),” and types of licenses issued by the United States Bureau of
Industry and Security.

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(d) In connection with the Work to be performed under this MCSA, each Party shall comply with and shall
endeavor to ensure that each member of Contractor Group or Company Group or Company Contractors, as
applicable, also complies at all times with, U.S. economic sanctions laws, which restrict or prohibit the Parties’ ability
to conduct business with certain entities or countries, as specified by the United States government. For Contractors
not subject to U.S. economic sanctions laws, Contractor will not take, directly or indirectly, any action that will result in
a violation by Company of U.S. economic sanctions laws. In connection with the Work to be performed under this
MCSA, Contractor will not engage in dealing with any country, government, entity, or individual with respect to which
Company is prohibited from doing business under U.S. economic sanctions laws.

25.2 Compliance with Company Policies

(a) Contractor acknowledges that Company has entered into this MCSA based upon various factors, including
the reputation of Contractor, leading Company to believe that Contractor and Contractor Group will not violate, or
cause Company or its Affiliates to violate any Governmental Requirements. Contractor acknowledges that it has
accessed and reviewed a copy of the Company’s Code of Business Conduct accessible at
http://www.oxy.com/investors/Documents/code_of_business_conduct.pdf.

(b) Contractor shall observe and comply with all Company policies, procedures, and guidelines as may be
communicated in writing by Company to Contractor from time to time. Work performed outside the United States
requires compliance with additional Company policies, procedures and guidelines, including those described in
Exhibit C – International Requirements.

25.3 Termination for Non-Compliance. Compliance with Governmental Requirements and Company policies,
procedures, and guidelines shall be considered as minimum requirements. If either Party breaches any provision of
this Article 25, the other Party may terminate this MCSA or any Commercial Terms upon ten (10) days written notice
without further compensation.

26. ENTIRE AGREEMENT; AMENDMENTS

Without limiting the Parties’ ability to enter into separate and specific agreements pursuant to this MCSA, this MCSA
shall constitute the entire agreement between Company and Contractor with respect to its subject matter and shall
supersede any prior written or oral agreements, or contemporaneous communications with respect to the same. No
subsequent amendment to the MCSA between the Parties shall be binding on either Party unless reduced to writing
and signed by an authorized representative of each Party. In the event of a conflict in any of the provisions of this
MCSA, the most stringent of the provisions shall prevail.

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 EXHIBIT A

FORM OF COMMERCIAL TERMS

These Commercial Terms No._________ (“Commercial Terms”), effective as of _________________ (“Agreement

Effective Date”), by and between Contractor and Company (both of which may hereinafter be referred to individually
as a “Party” or collectively as the “Parties”) is comprised of the body hereof and the Exhibits listed, if any, in the
below Table of Exhibits. All referenced Exhibits are hereby incorporated into and made a part of these Commercial
Terms by reference hereto, and by signature below Contractor acknowledges receipt of all listed Exhibits.

ISSUED TO: ISSUED BY:

------------- (Specify the Oxy legal entity contracting the Work)

Physical Address: Physical Address:

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

Mailing Address: Mailing Address:

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

Herein Called “Contractor” Herein Called “Company”

Contact: _________ Contact: _________

Phone No.: Phone No.:
Fax: __________ Fax: __________
Email: __________ Email __________

Contractor and Company mutually agree that these Commercial Terms shall be subject to and governed by the terms
and conditions of MASTER CONSTRUCTION SERVICES AGREEMENT NO. ________________, duly executed by
and between _________________and__________________________, effective ______________ (“MCSA”).

In the event of inconsistencies between these Commercial Terms, which have been accepted and duly executed by
representatives of the Parties hereto, with authority sufficient to bind each, and the Agreement, the provisions of the
MCSA shall control, unless such conflict is specifically noted in these Commercial Terms and the Parties specifically
agree that the noted conflict is to be governed by the provisions of these Commercial Terms.

Table of Exhibits
No. Description
1 Scope of Work
2 Compensation
3 Oxy Business Unit and Jurisdictional Requirements
4 Project Schedule

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1. SCOPE OF WORK:

The Scope of Work to be performed by Contractor under this Agreement shall include all of the Services (including
any incidental Services, activities or other Work that can reasonably be implied as necessary to complete the
Services, even if not expressly mentioned in this Agreement) required to achieve all Deliverables described herein,
in accordance with the requirements of this Agreement. Without limiting the generality of the foregoing, the Services
are more specifically described in Annex 1 (Scope of Work) and each described item therein includes all activities,
things and Services reasonably implied from such item, or necessary to complete such items in accordance with the
requirements of this Agreement.

2. TERM:

These Commercial Terms shall be effective beginning _________________ and continue in effect until
__________________ (the “Term”). Any Work solicited or begun prior to the termination date but not delivered or
performed by Contractor until after the termination date, shall be governed by these Commercial Terms. These
Commercial Terms may be extended by the mutual written agreement of the Parties hereto.

3. PAYMENT TERMS:

Company agrees to pay Contractor, for Work performed pursuant to these Commercial Terms, on a (lump sum/unit
rate/cost reimbursable) Basis as per Annex 2 (Compensation)

3.1 Additional Invoicing instructions:

The following information MUST be on all invoices submitted for this Work.

(1) Appropriate Company / Affiliate name___________________

(2) Company (Technical) Representative ________________________________
(3) Purchasing Document Number (BPA Number or SPO
Number)_______________
(4) Facilities Name _____________________
(5) Work Order number (when applicable)
(6) Project Number
(7) Organization Number
(8) Expense Element Number___________________
(9) Task Number____________
(10) Maximo (when applicable)
(11) WSM (when applicable)

For additional instructions please refer to Exhibit E of the “MCSA”

3.2 With the exception of Texas sales and use taxes for which Company is responsible pursuant to a Texas
Direct Payment Sales Tax Permit (“DPP”), taxes are the responsibility of the person legally obligated to
report and pay such taxes, whether under federal, state, or local law. Contractor shall pay its own taxes,
including but not limited to income tax, franchise tax, margin tax, property tax (real, personal or intangible),
payroll tax, employment tax, social security tax, unemployment tax, disability tax, and any similar tax or
assessment imposed by any taxing authority on Contractor or Contractor’s employees or subcontractors,
together with any interest, fine or penalty, or addition thereto, whether disputed or not. However, in the
event Contractor orders any equipment or material pursuant to these Commercial Terms, Contractor shall
invoice Company for any property or inventory taxes incurred, if any, on the equipment and material
ordered.

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 Contractor shall not charge or collect Texas state and local sales/use tax. Pursuant to Company’s DPP,
Company agrees to accrue and pay sales and use taxes that may be due directly to the proper taxing
authority. Company’s DPP applies to the provision of goods and service by Contractor to Company.
Contractor may not use the DPP to exempt itself from sales tax levied on goods sold to or services provided
to Contractor by subcontractors or third parties. The following is Company’s DPP taxpayer number:

Texas DPP Taxpayer Number

OXY USA Inc. 1-95-2584267

In the event Company does not pay the state and local sales/use tax and such taxes are levied on
Contractor, Contractor shall be entitled to invoice Company for such taxes.

Contractor may contact Company’s representative if a copy of such authorizations are required.

Tax language and scope must be addressed on a per BU basis.

4. ADMINISTRATION

Pursuant and subject to Section 6 of the MCSA, the following will be the designated Company Representative and
Contractor Representative:

Company’s technical Representative shall be:

___________________
Phone: ___________
E-mail: ______________

Company’s commercial Representative shall be:

___________________
Phone: ___________
E-mail: ______________

Contractor’s Representative shall be:

___________________
Phone: ___________
E-mail: ______________

5. CONSTRUCTION SCHEDULE:

6. LIQUIDATED DAMAGES

Pursuant to Section 14 of the MCSA, [_____].

The Parties, having (i) negotiated in good faith for such liquidated damages, (ii) agreed that the amount of such
liquidated damages is reasonable in light of the anticipated harm caused by delayed Schedule and (iii) acknowledged
the difficulty and/or impossibility of proving Loss and inconvenience and the fact that it may be unfeasible to obtain
any adequate alternative remedy, acknowledge that such liquidated damages do not constitute a penalty, and are
estopped from contesting the validity or enforceability of such liquidated damages.

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7. SPECIFICATIONS

8. DRAWINGS

EXHIBIT B

GLOBAL INVOICING REQUIREMENTS

1. METHODS

1.1 Company has implemented ARIBA/SAP permitting the transmission of invoices and other applicable
data through a digital data exchange system.

1.2 ARIBA is the Company’s preferred electronic invoicing method, where deployed. Contractor shall submit
invoices through ARIBA according to the Company’s instructions. However, Contractor may submit
invoices via mail, electronically or through other methods with Company’s prior agreement.

1.3 Contractor shall, whether via mail, electronically or through the agreed method, submit a separate
invoice for each of Company’s Affiliates and shall ensure the proper Affiliate name is referenced.

1.4 If the Contractor does not have access to ARIBA, the contractor may contact the Company’s contact
identified on the first page of the Commercial Terms for assistance.

1.5 Except as otherwise specified in the Commercial Terms, all amounts paid to the Contractor shall be on
the basis of itemized monthly invoices submitted not later than ninety (90) days after the performance of
the Work being charged, clearly describing the Work performed and supported by adequate
documentation as per the requirements herein. The Parties shall use their respective reasonable efforts
to settle any disputed portion of any invoice, which shall then be re-invoiced without any interest or
mark-up. An administrative and processing fee equal to five percent (5%) of the total amount of the
invoice shall be deducted by the Company from any invoice submitted by the Contractor more than
ninety (90) days after its due date set forth in this Section. Contractor shall waive any and all rights to
collect payment, and Company shall have no obligation to pay invoices that have been submitted 180
days after performance of the Work.

2. INVOICE CONTENTS

2.1 Whether via mail, electronically or other agreed method, Contractor’s invoices shall reference the
applicable Purchasing Document and shall include the following information:

(a) Contractor Data

(1) Contractor’s name

(2) Contractor’s address including Email
(3) Invoice number and date
(4) “Remit to” address (bank details)
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 (5) Payment terms with discounts clearly stated as applicable, as per the Commercial Terms.
(6) Phone Number

(b) Company Data

The following MUST always be included in each invoice and should be provided by the
requisitioner:

(1) Appropriate Company / Affiliate name

(2) Requisitioner’s name
(3) Plant / Lease / Facility / Well name / Well Number (if applicable)
(4) Purchasing Document Number

(c) Supporting Documentation

(1) Field Ticket(s) or equivalent document containing detailed description of the Work
(including date, time and location)

(2) Third Party charges to be passed through to Company must be:

i. Authorized by Company in the Agreement, Commercial Terms, or in writing

signed by an authorized Company representative;

ii.Supported by copies of the Third-Party invoices to Contractor, together with

receipts evidencing payment thereof by Contractor

2.2 Contractor shall indicate separately on each invoice charges for (a) labor, (b) materials, (c) freight, and (d)
any sales and/or use taxes due.

2.4 Invoices that do not conform, in whole or in part, to the requirements herein shall be returned to
Contractor unprocessed and shall be considered not submitted for purposes of this Agreement.

3. FREIGHT CHARGES

Freight charges paid by Contractor for Company’s account must be shown separately on invoices and
shall be supported by a receipted bill if transportation charges exceed Fifty U.S. Dollars ($50.00).
Contractor shall not charge tax on transportation. Any time freight is added in ARIBA the buyer will see
these invoices to review. Freight is not an unplanned line in ARIBA. It is only unplanned line in paper.

4. PAYMENT TERMS.

Unless otherwise agreed upon by the Parties in the Commercial Terms, payment of undisputed invoices
shall be made thirty (30) days after receipt of Contractor’s invoice at the appropriate Affiliate’s billing as
indicated in section 1 above.

5. WORK PERFORMED OUTSIDE THE UNITED STATES

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For Work performed outside the United States, and to the extent necessary, the Parties may agree
to different invoicing terms to comply with the relevant tax authorities, Governmental Entities and
Governmental Requirements. Any changes to this Exhibit shall be included in the applicable
Commercial Terms.

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 Version 4 – November 2022

EXHIBIT C

INTERNATIONAL REQUIREMENTS
For Work performed outside the United States, the Parties agree that the following Sections shall apply:
1. DISPUTE RESOLUTION — ARBITRATION:
1.1 Rules. Unless specifically indicated otherwise in the Commercial Terms under which a Dispute (defined
below) arises, this Section 1 pertaining to dispute resolution shall apply, and any dispute, controversy, or
Claim arising out of, relating to, or in any way connected with the MCSA and any applicable Commercial
Terms, including the existence, validity, performance, breach, or termination thereof (“Dispute”), shall be
settled by final and binding arbitration in accordance with the then-current rules of the London Court of
International Arbitration (“LCIA”), which rules are deemed to be incorporated by reference herein.
a) The party wishing to commence arbitration shall first serve notice (“Notice”) on the proposed
respondent(s) that a Dispute has arisen, describe the Dispute, and demand that a senior
management representative of each party meet in person within fourteen (14) calendar days of the
proposed respondent’s receipt of the Notice. At the meeting, the parties shall negotiate and
attempt to resolve the Dispute amicably. If the parties are unable to settle the Dispute amicably at
the meeting of senior management representatives, they shall mediate their Dispute pursuant to
the then-current rules of the LCIA, which rules are deemed to be incorporated by reference herein.
Mediation shall take place within thirty (30) calendar days of the proposed respondent’s receipt of
the Notice.
b) Notwithstanding anything else contained herein, any parties to the Dispute shall have the right to
commence arbitration at any time upon the expiration of thirty (30) calendar days after the
proposed respondent’s receipt of the Notice, or such further period as the parties shall agree in
writing. Any Dispute regarding compliance with the requirement that all Disputes be referred to
negotiation or mediation prior to arbitration shall be finally settled by arbitration in accordance with
this Section 1.
1.2 Seat. The seat of the arbitration shall be Paris, France.
1.3 Language. All mediation and arbitral proceedings shall be conducted in English.
1.4 Selection of Arbitrator(s). The number of arbitrators shall be three (3). The claimant shall nominate an
arbitrator in its request for arbitration and the respondent shall nominate an arbitrator within twenty (20)
calendar days of the receipt of the claimant’s request for arbitration. The two party-nominated arbitrators
shall nominate a third arbitrator within twenty (20) calendar days of the nomination of the second arbitrator.
The third arbitrator shall act as the chair of the tribunal. If any of the three (3) arbitrators is not nominated
within the time period prescribed herein, the then-current LCIA rules shall govern the appointment of that
arbitrator.
1.5 Entry of Judgment. All decisions and awards of the arbitral tribunal shall be final and binding upon the
parties and shall not be subject to appeal. Judgment on the award may be entered by any court having
jurisdiction thereof or having jurisdiction over the relevant party or its assets.
1.6 Parties. For the purposes of this Section 1, “party” or “parties” means those capable of making or defending
any Dispute.
1.7 Multiple Parties:
a) If all Parties to the MCSA and any applicable Commercial Terms agree that the alignment of
parties as claimants and respondents in the request for arbitration is correct, or if no party objects
to such alignment within fifteen (15) calendar days after receipt of the request for arbitration, the
respondent(s) shall nominate an arbitrator within twenty (20) calendar days of the receipt of the
claimant’s request for arbitration. The two party-nominated arbitrators shall nominate a third

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b) arbitrator within twenty (20) calendar days of the nomination of the second arbitrator. The third
arbitrator shall act as the chair of the tribunal. If any of the three arbitrators is not nominated within
the time period prescribed herein, the then-current LCIA rules shall govern the appointment of that
arbitrator.
c) Notwithstanding anything else contained herein, any parties to the Dispute shall have the right to
commence arbitration at any time upon the expiration of thirty (30) calendar days after the
proposed respondent’s receipt of the Notice, or such further period as the parties shall agree in
writing. Any Dispute regarding compliance with the requirement that all Disputes be referred to
negotiation or mediation prior to arbitration shall be finally settled by arbitration in accordance with
this Section.
1.8 Interim Measures in Aid of Arbitration. Any party to a Dispute has the right to apply to any court of
competent jurisdiction for interim relief necessary to preserve the party's rights, including pre-arbitration
attachments or injunctions, until the arbitrators are appointed. After appointment of the arbitrators, the
arbitrators shall have exclusive jurisdiction to consider applications for interim relief. In addition to the
authority conferred on the tribunal by the rules specified above, the arbitration tribunal shall have the
authority to make orders for interim relief necessary to preserve the party's rights, including pre-arbitration
attachments or injunctions. The Parties agree that any ruling by the arbitration tribunal on interim measures
shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully
enforceable as such.
1.9 Consolidation. The Parties agree that the LCIA may, at the request of a party and as permitted by the LCIA
rules, consolidate two or more arbitral proceedings among the same parties relating to the MCSA and any
applicable Commercial Terms. The arbitral tribunal shall not consolidate such arbitrations unless it
determines that: (a) there are issues of fact or law common to the proceedings so that a consolidated
proceeding would be more efficient than separate proceedings, and (b) no party would be prejudiced as a
result of such consolidation through undue delay or otherwise.
1.10Submission to Jurisdiction. The Parties irrevocably agree that an action in aid of arbitration, including a
request for injunctive relief to maintain the status quo pending arbitration or to enforce this arbitration
agreement or the arbitral award, may be submitted to the non-exclusive jurisdiction of the courts of London,
England, and the Parties irrevocably submit to the personal jurisdiction of the above courts for these
purposes and irrevocably waive any objection to venue in the above courts.
1.11Confidentiality. This arbitration process is intended to resolve a private Dispute. The Parties agree to
maintain the confidentiality of any information, documents, or things regarding or disclosed in the course of
an arbitration under this Agreement, including the award, except as required by Laws or bona fide business
purpose, such as disclosure to accountants, shareholders, or Third-Party purchasers. Unless otherwise
agreed by the Parties, the arbitral tribunal and any administering arbitral institution shall maintain the
confidentiality of all matters relating to the arbitration, including the award.
1.12Contracts with a State Controlled Entity . Contractor acknowledges and agrees that the activities
contemplated by the MCSA and each Commercial Terms are commercial in nature rather than
governmental or public. To the extent that: (a) Contractor (including the assignees of its rights or obligations
under the MCSA or any Commercial Terms), (b) its shareholders or its ultimate parent company, or (c) an
entity acting on behalf of Contractor, may be entitled, in any jurisdiction, to claim for Contractor or
Contractor’s revenues, assets or properties, sovereign immunity from service of process, from suit, from
attachment prior to judgment or in aid of execution, or from enforcement of an arbitral award or judgment
(interlocutory or final), or from any other legal process, Contractor on its own behalf and on behalf of such
shareholders, assignees, ultimate parent company, or any other Person that may claim such sovereign
immunity on behalf of Contractor, hereby irrevocably agrees not to claim, and hereby irrevocably waives,
such sovereign immunity, solely as it relates to any international Dispute hereunder.
1.13Costs and Expenses of Arbitration. All costs and expenses of the arbitrators and the LCIA shall be borne by
the parties equally; each party shall bear its own arbitration costs and expenses, including its legal fees and
other costs of legal representation.
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2. ETHICS AND HUMAN RIGHTS:
2.1 The terms set forth below shall have the meanings ascribed to them in this Section 2 or in the part of this
Exhibit referenced below:
a) “FCPA” shall mean the United States Foreign Corrupt Practices Act.
b) “Official” shall mean (a) any officer or employee of, or any other Person acting in an official
capacity for or on behalf of, any Governmental Entity or Public International Organization; (b) any
political party; (c) any candidate for political office; or (d) any officer or employee of, or any Person
acting in an official capacity for or on behalf of, any political party or any candidate for political
office.
c) “Public International Organization” shall mean an organization designated as such by executive
order under the Laws of the United States of America.
2.2 Contractor acknowledges that Company has entered into the MCSA or any Commercial Terms based upon
various factors, including the reputation of Contractor, leading Company to believe that the members of
Contractor Group will not violate, or cause Company or its Affiliates to violate the FCPA (or if Contractor is
not subject to the FCPA, then the substance thereof) or any other Governmental Requirements which
prohibit bribery of Officials.
2.3 Contractor hereby represents, warrants and covenants that, with respect to any activities undertaken in
connection with the MCSA or any Commercial Terms, neither any member of Contractor Group nor any of
their respective shareholders, directors, officers and employees nor any other Person acting on behalf of
any of them:
a) Shall violate or fail to comply with any Laws of any Governmental Entity;
b) Has violated, or shall violate or fail to comply with any Governmental Requirements, including the
FCPA, or if any member of Contractor Group is not bound by the FCPA, then the substance
thereof and any similar applicable Governmental Requirement;
c) (i) Has made or will make an offer or promise to pay, loan or give a payment, a loan or a gift of
money or anything of value; or (ii) has authorized or will authorize any such offer, promise,
payment, loan or gift, in any event, directly or indirectly, to or for the use or benefit of any Official,
or any other Person while either knowing or aware of a high probability that all or a portion of such
money or thing of value will be offered, given, paid, loaned or promised, directly or indirectly, to or
for the use or benefit of any Official, for any of the following purposes: (A) influencing any act or
decision of such Official, in his or its official capacity; (B) inducing such Official to do or omit to do
any act in violation of the lawful duty of such Official; (C) inducing such Official to use his or its
influence with any Governmental Entity, Public International Organization or political party, to affect
or influence any act or decision of such entity, organization or party; or (D) securing any improper
advantage, in any case, in order to assist Company or Contractor in connection with any of their
respective activities related to the MCSA or any Commercial Terms; or
d) Shall use any payments received under the MCSA or any Commercial Terms for any purpose that
violates the provisions of this Section.
2.4 Contractor hereby represents, warrants and covenants that, with respect to any activities undertaken in
connection with the MCSA or any Commercial Terms, each member of Contractor Group and any of their
respective shareholders, directors, officers and employees and any other Person acting on behalf of any of
them:
a) Shall accept, respect and observe Occidental Petroleum Corporation Human Rights Policy No.
06:55:00, accessible at: https://www.oxy.com/Sustainability/overview/SiteAssets/Pages/Social-
Responsibility-at-Oxy/Assets/Occidental%20Human%20Rights%20Policy.pdf, as well as Human
Rights and International Humanitarian Law (as defined in the above mentioned policy); and
b) Shall not knowingly hire for security purposes any Person who has been found guilty by a
Governmental Entity of violating Human Rights, International Humanitarian Law or the United
 Version 4 – November 2022
Nations Code of Conduct for Law Enforcement Officials. In the event that Company determines, in
its sole discretion, that any Personnel of Contractor Group performing Work under the MCSA or
any Commercial Terms are credibly implicated in Human Rights and/or International Humanitarian
Law violations, then, at the written request of Company, Contractor Group shall, at its sole cost and
expense, immediately remove such Personnel from the performance of the Work hereunder and
promptly replace such Personnel pursuant to the requirements set forth in the MCSA or any
Commercial Terms.
c) Contractor shall be entitled to contest in good faith the unionization of its work force provided that it
does so in accordance with all Governmental Requirements and the terms of this Section 2.
2.5 Contractor agrees that, if any representation, warranty or covenant in this Section 2 is no longer accurate or
if there is any change in control of Contractor, it shall immediately notify Company in writing and explain all
relevant circumstances surrounding such inaccuracy or change of control, including the identity of new
owners. Upon receipt of such notification, Company may immediately terminate the MCSA and/or any
Commercial Terms and all other agreements and arrangements with Contractor, without any liability
whatsoever, if such change in control or inaccuracy causes or has a reasonable likelihood of causing a
violation of any Governmental Requirements or upon a determination of Company that such termination is in
the best interests of Company or its Affiliates; provided, however, that prior to such termination, Company
shall allow Contractor reasonable opportunity to explain the change of control or the change in
circumstances resulting in the inaccuracy.
2.6 Contractor agrees that Company shall be entitled to disclose the existence and terms of the MCSA and any
Commercial Terms, including any document involved in the implementation hereof and any payment made
hereunder, to any Governmental Entity that requests such information.
2.7 Contractor agrees that Company shall have the right to audit Contractor’s compliance with this Section 2
and, at the request of Company, Contractor shall provide copies of its operational procedures and policies to
Company. Contractor shall investigate and timely report any reported violation of this Section 2 or the
Human Rights or International Humanitarian Law to Company and, if required, to any applicable
Governmental Entity.
3. LOCAL PREFERENCES
Contractor shall give preference to suitably qualified and experienced national and regional Personnel and
contractors as well as equipment and supplies offered in the host country, including at least as required by the
special terms and conditions set forth in the applicable Commercial Terms relating to local preferences.
4. WAIVER IN FAVOR OF STATE OIL AUTHORITY
This provision applies in addition to the indemnities in Section 9 of the MCSA. Contractor shall look only to
Company in respect of Company’s obligations, liabilities, and responsibilities under the MCSA and any Commercial
Terms, and Contractor hereby waives any claims, of any nature whatsoever, Contractor may have against the state
oil authority related to or associated with the obligations and liabilities agreed to be undertaken by Company under
such Commercial Terms.
5. DEFINED TERMS
Unless otherwise defined in this Exhibit C ( International Requirements), capitalized terms used in this
Exhibit C (International Requirements) have the meanings given to them in the MCSA.
 EXHIBIT D

OCCIDENTAL OIL AND GAS CORPORATION

DRUGS, ALCOHOL, AND CONTROLLED SUBSTANCES REQUIREMENTS

1.0 REQUIREMENTS

Contractor is required to maintain a drug and alcohol policy and program which comply with the spirit and intent of
the Company’s drug and alcohol policy and program, which provides in pertinent part:

“The Company strictly prohibits reporting to or being at work with either illegal drugs and/or a measurable amount of
alcohol in the body. The manufacture, distribution, dispensing, possession, sale, purchase, or use of drug
paraphernalia, a prohibited controlled substance and/or alcohol while on Company sites or while on Company
business is a violation of Company’s policy. The use or possession of unauthorized prescription drugs or
unauthorized over-the-counter drugs while on Company sites or on Company business is a violation of Company’s
policy. The use of any substance which causes or tends to contribute to unacceptable work performance, reporting
for work or working while under their influence is also prohibited by the Company. The Company also prohibits
reporting to or being at work under the influence of marijuana or in the possession of marijuana while on Company
sites whether legally prescribed or permissible under state law or local law”

Contractor agrees to communicate and enforce its drug and alcohol policy and program to Contractor’s Personnel
while on the job, on Company owned, leased, occupied or operated property, or while in or aboard vehicles, vessels,
helicopters or aircraft in furtherance of Company’s operations (collectively “Company Premises”). Any Contract
personnel found or suspected to be in violation of Contractor’s policy will be removed from their Work assignment
and denied access to the job site.

At Company’s sole discretion, the Contractor will be required to subscribe to a Contractor drug and alcohol
compliance monitoring service provider of the Company’s choosing.

For Work performed within the United States of America, the following sections shall also apply:

2.0 ENFORCEMENT

Contractor is required to take whatever steps it deems necessary to enforce the above requirements and to ensure
that involvement with drugs and alcohol on the part of the Contractor’s personnel working on behalf of the Company
and/or on the Company’s Premises or with Company’s personnel does not occur. Contractor shall comply with
Governmental Requirements including, all applicable federal, state and local drug and alcohol related laws and
regulations, including, without limitation, the applicable U.S. Department of Transportation (DOT) regulations.
Contractor is required to have a drug and alcohol policy in place and a functioning drug and alcohol testing program
which include provisions for pre-employment, post-accident, random, reasonable suspicion, return to duty and follow
up testing as allowable under local, state and federal law. At a minimum, testing requirements and procedures,
including testing mechanisms, substances and cut-off levels, must comply with current DOT guidelines under 49 CFR
Part 199 and/or 49 CFR Part 40.

At Company’s sole discretion, the Contractor will be asked to meet the requirements listed in the NON DOT drug and
alcohol section of this document.

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3.0 SEARCHES

As allowable under federal, state and local law, the Company has the right to conduct or require Contractor to search
Contractor’s personnel while on Company business or on Company’s Premises including parking lots, surrounding
grounds, Work areas and property used by Contractor’s personnel (i.e., desks, lockers, computers, vehicles, etc.).
Contractor’s Personnel will be required as a term and condition of access to Company’s Premises including property
or facilities to submit to periodic searches of personal property including, but not limited to, lunch boxes, luggage,
containers, packages, toolboxes, brief cases, purses and vehicles brought onto Company Premises.

4.0 ASSURANCES

Upon request, Contractor is required to provide in writing to Company the following:

1. Assurance that their drug and alcohol policy, program, requirements, procedures and practices are consistent with
those required herein.
2. Records that may be reviewed by Company to ensure adherence to the requirements herein.

5.0 NON-DOT TESTING

“Non-DOT” drug testing is a drug test not mandated by the Department of Transportation but in compliance with
requirements contained in Attachment “A” hereto.

A. Pre-employment/ Pre-access Screening and Drug Testing

I. Contractors are required to subject their new hires to pre-employment drug testing, all meeting the
requirements described in Attachment “A”. Personnel shall have been subject to a pre-employment
drug test and received a negative test result pursuant to testing prescribed herein prior to their hire by
Contractor. Company reserves the right to amend the requirements described in Attachment “A” from
time to time, by providing written notice to the Contractor.

II. All Contractors are required to provide a drug screen test result for selected Contractor employees.
Contractors who have not heretofore conducted random testing can achieve compliance by instituting a
program which includes random testing using a scientifically-based random selection process and
subjecting employees eligible to work on Company Property or job sites to testing which meets
Company’s requirements.

B. Incident Related Testing (Post-Incident Testing)

At a minimum but subject to applicable federal, state, and local laws or regulations, post-incident testing meeting the
requirements described in this policy and Attachment “A” is required when Contractor employees cause or contribute
to a Work-related incident.

C. For Cause/Reasonable Suspicion Testing

For cause/reasonable suspicion testing in compliance with requirements of this Company requirements and
Attachment “A” shall be performed whenever authorized or allowed under federal, state and local laws and
regulations. Contractor’s employees may be required to undergo drug and alcohol testing at any time it is reasonably
believed that an employee may be under the influence of drugs and alcohol.

A Contractor employee removed from Company’s Property or jobsites for cause/reasonable suspicion testing will not
be allowed to return to work on Company’s Property or jobsites until a negative test result is received.

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D. Random Testing

All Non-DOT Contractor employees shall be subject to unannounced random testing for alcohol and the Non-DOT
substances described in Attachment “A” using a scientifically-based random selection process that ensures each
Contractor’s employee has an equal chance of being tested each time selections are made. Drug tests should be
conducted at an annual rate of at least 25% and spread reasonably throughout the year (i.e., 6.25% per quarter).
Alcohol tests should be conducted at an annual rate of at least 10% and spread reasonably throughout the year (i.e.,
2.5% per quarter). Contractor’s DOT employees will be subject to testing under DOT published guidelines.

E. Audit

Company shall have the right, at its discretion, to perform unannounced audits of the Contractor’s drug and alcohol
program to verify Contractor’s policy and its enforcement comply with Company’s policy requirements.

Records required to be maintained and shall be available for inspection by Company or its agent during the period
Contractor is performing Work for Company and for a period of three (3) years after Contractor ceases to perform
Work for Company.

Contractor will provide any and all information requested by Company or its agent deemed necessary by Company or
its agent to establish and confirm Contractor’s full compliance with the requirements of Contractor’s policy and these
Company requirements.

In the event Contractor is subjected to an audit to verify compliance, Contractor will be required to provide drug test
results that comply with the requirements of this policy.

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 ATTACHMENT “A”

Required Non-DOT Drug Tests and Cutoffs

TYPE OF DRUG INITIAL TEST CONFIRMATORY TEST CONFIRMATORY TEST

Initial Test Analyte Cutoff Concentration Analyte Cutoff Concentration
6-AM 10 ng/mL 6-AM 10 ng/mL
AMP/MAMP 500 ng/mL Amphetamine 250 ng/mL
Methamphetamine 250 ng/mL
Barbiturates 300 ng/mL Amobarbital 200 ng/mL
Butabarbital 200 ng/mL
Butalbital 200 ng/mL
Pentobarbital 200 ng/mL
Phenobarbital 200 ng/mL
Secobarbital 200 ng/mL
Benzodiazepines 300 ng/mL Alprazolam 300 ng/mL
Diazepam 300 ng/mL
Ethylflurazepam 300 ng/mL
Lorazepam 300 ng/mL
Nordiazepam 300 ng/mL
Oxazepam 300 ng/mL
Temazepam 300 ng/mL
Cocaine 150 ng/mL BZE 100 ng/mL
Marijuana 50 ng/mL THCA 15 ng/mL
Methadone 300 ng/mL Methadone 200 ng/mL
EDDP 200 ng/mL
COD/MOR 2000 ng/mL Codeine 2000 ng/mL
Morphine 2000 ng/mL
OXYC/OXYM 100 ng/mL Oxycodone 100 ng/mL
Oxymorphone 100 ng/mL
PropOxyphene 300 ng/mL PropOxyphene 200 ng/mL
Phencyclidine 25 ng/mL Phencyclidine 25 ng/mL
MDMA/MDA 500 ng/mL MDA 250 ng/mL
MDMA 250 ng/mL
HYC/HYM 300 ng/mL Hydrocodone 100 ng/mL
Hydromorphone 100 ng/mL
ALL ALCOHOL TESTING METHODS USED: Screen Level Confirmation Level
Saliva or breath .020 .040

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 EXHIBIT E

MINIMUM HEALTH, ENVIRONMENT, SAFETY AND SOCIAL RESPONSIBILITY GUIDELINES

Without limiting or enlarging the generality and application of the terms and conditions of any prospective contract for
the provisions of goods and services between the Company and the Contractor (as defined in the Agreement), the
Contractor shall abide by, and cause the Contractor’s Group (as defined in the Agreement) to abide by, the Company
Minimum Health, Environment and Safety Requirements (“HES Requirements”) set forth herein. Notwithstanding the
foregoing, Company and Contractor hereby agree that nothing in these HES Requirements will be deemed to modify
the provisions of any prospective contract regarding assumption of liability and indemnity. Further, the Parties
hereby agree that the obligation to “ensure” a particular matter as used in these HES Requirements requires only that
a Party take reasonable steps to obtain the desired result, and does not constitute or require a guaranty or warranty
of any kind. Each Business Unit (as defined below) in coordination with its HES Department(s) may agree through
the applicable work order or commercial terms on additional local HES provisions that are compatible with specific
operations and local requirements; provided however, that in no event shall those additional provisions be less
restrictive than the requirements set forth in these HES Requirements.

1. Health, Environment and Safety Commitment.

Company is committed to respecting the culture, customs, laws and rights of the communities in which the Company
conducts business. This commitment is defined in Occidental Petroleum Corporation (OPC) Health, Environmental
Protection and Safety, Security Policy, Human Rights Policy which are available upon request. Any questions or
concerns related to these matters should be promptly communicated to the designated SPOC.

The Contractor shall demonstrate a strong commitment to Health, Environment and Safety matters and must have
established HES Management System and related policies and procedures. Copies of such policies and procedures
shall be submitted upon request for review and reference by the Company prior to the execution of any prospective
work. The Contractor shall take into account and shall comply with all applicable laws, orders, regulations and
permits that are effective or become effective during the life of any prospective contract. The Contractor shall also be
held responsible for complying with its own policies and procedures related to HES matters. The Contractor shall
designate a supervisory person for the Work Site (as defined below) who is competent and has the authority to
implement the Contractor HES System properly.

This document contains a summary of the Company’s HES minimum standards which shall also be applicable to the
Contractor Group during the provision of goods and services under any prospective contract:

2. Stop Work Authority

Every Company employee and Contractor has the right, obligation, authority, and responsibility to stop any work or
action that is unsafe or that, if continued, may result in adverse impact to the environment. No employee or
Contractor will be subject to discipline or sanction for stopping any work or action that he or she believes in good faith
is unsafe or may result in adverse impact to the environment. Work must be stopped in a safe manner and
immediately reported to the immediate supervisor or Company representative. Appropriate actions will be taken to
mitigate the hazard before work will be allowed to commence. Every Contractor shall have a SWA (as defined in
Section 2) program that advises their employees of their rights to use SWA.

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3. Definitions

3.1. ANSI – American National Standards Institute.

3.2. API – American Petroleum Institute.
3.3. Arc Flash PPE Category – Rating of arc rated garments to resist electrical arc flash as identified by NFPA
70E.
3.4. ASME – American Society of Mechanical Engineers.
3.5. Business Unit – Shall mean the name given to foreign and domestic operating business locations of the
Company.
3.6. CFR – United States, Code of Federal Regulations.
3.7. Competent Person – A person who by possession of recognized degree, professional certification or who
by extensive knowledge, training, and experience, has successfully demonstrated the ability to solve
problems relating to the subject in matter and Work.
3.8. EPA – United States, Environmental Protection Agency.
3.9. FRC – Flame Resistant/Retardant Clothing
3.10. H2S – Hydrogen Sulfide
3.11. HES - the functional areas of occupational health, industrial hygiene, environmental protection,
remediation, safety, process safety, transportation and pipeline safety, security, and management of risks
pertaining to the foregoing areas.
3.12. HIPAA – Health Insurance Portability Accountability Act.
3.13. HMIS – Hazardous Material Identification System.
3.14. Human Factors – Human factors are generally classified in two categories; engineering and ergonomic;
e.g. positioning of controls, tools, job requirements, cramped spaces, obstructions, etc.
3.15. ISNetworld – a third party service that collects data related to Contractors Safety Management Systems to
determine basic compliance with regulatory requirements. Data provided by the ISNetworld database is
part of the information used by Company to evaluate Contractor HES performance.
3.16. JSA – Job Safety Analysis. A risk assessment tool used to identify and control workplace hazards. Also
known as Job Hazard Analysis (JHA).
3.17. Natural Fall Lane – The natural fall area of a mast is the direction from which the mast is raised and
possibly, but not limited to, 180° opposite (other factors which may contribute to unnatural fall lanes are
wind and snagging of guy lines). The actual distance varies based on fixed and adjustable (telescoping)
masts.
3.18. NFPA – National Fire Protection Association.
3.19. OSHA – Occupational Safety and Health Administration created by the Occupational Safety and Health
Act of 1970, as amended. Agency of the US government that oversees worker safety and health.
3.20. PPE – Personal Protective Equipment. Refers to protective clothing, helmets, goggles, or other gear
designed to protect the wearer's body or clothing from injury by electrical hazards, heat, chemicals, and
infection, for job-related occupational safety and health purposes.
3.21. Replacement in Kind - an item (equipment, chemical, procedure, etc.) that meets the design specification
of the item it is replacing. This can be an identical replacement or any other design alternative specifically
provided for in the design specification, as long as the alternative does not in any way adversely affect the
use of the item or associated items.
3.22. SDS – A “safety data sheet” is a form containing data regarding the properties of a particular substance.
An important component of product stewardship and workplace safety, it is intended to provide workers
and emergency personnel with procedures for handling or working with that substance in a safe manner,
and includes information such as physical data (melting point, boiling point, flash point, etc.), toxicity,
health effects, first aid, reactivity, storage, disposal, protective equipment, and spill handling procedures.
3.23. SPCC – Spill Prevention, Control and Countermeasure (U.S. EPA 40 CFR part 112).
3.24. SPOC – Single Point of Contact.
3.25. Subsidiary - Any subsidiary or entity with respect to which OPC directly or indirectly owns or controls more
than fifty percent (50%) of such subsidiary’s or entity’s voting or ownership interests.
3.26. SWA - Stop Work Authority.
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 3.27. SWS – Safe Work System
3.28. USDOT – United States Department of Transportation.
3.29. Work Site – Site under control of the Company where Work is being performed on behalf of the Company;
e.g. leased, owned and rented property.
Company and Contractor agree to refer to sources generally used in the oil and gas industry to define or clarify
certain HES terms contained herein, that have not been specifically defined in these HES Requirements.

4. Commencement of Work on any Company Work Site. The Contractor shall not commence any Work at any
Company Work Sites until authorized to do so by a Company representative.

5. Designated HES SPOC. As required by the Company, Contractor shall designate, in writing, an HES SPOC.

5.1 SPOC is designated to ensure the Contractor’s and Company’s specified HES policies and programs are
implemented, by the Contractor Group, on all respective Work Sites.

5.2 SPOC will conduct periodic HES inspections, process employee HES issues and follow up on the
correction of HES action items.

5.3 SPOC will ensure that all HES inspections, HES problems and corrective actions are documented and
made available to the Company HES SPOC upon request.

6.0 Contractor HES Coverage at Work Site. The Contractor shall ensure sufficient and competent HES resources
depending on the volume of the project and in proportionate to the workforce are provided at Contractor Group
work activities as per the Contractor’s HES coverage plan at Company Work Sites. The Contractor shall in all
cases demonstrate appropriate management of risk specific to the nature of the work, through the planning,
selection and appointment of sufficient HES resources to manage the work activities, irrespective of the number
of personnel at any given site and subject to approval in all cases by the Company.

Additionally, the Company’s expectation is that m the Contractor Group’s HES professionals must hold OSHA
30-Hour, Certified Safety and Health Official (CSHO) or similar health and safety qualifications or credentials.
The Contractor is required to supply a HES coverage plan that includes the HES organizational chart as part of
the Contractor’s HESMS plan. The recommended ratio of the HES coverage is as follows:

Number of employees HES Manager HES Lead HES Representative

Up to 50 Not required Not required One (01)

Above 50 and below 100 Not required Not required One (01) for every
additional 50
employees

101- 250 One (01) 1:50

251 and above One additional for every 250 1:50

employees

501 and upwards One (01) 1:250 1:50

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7.0 HES Statistics, Incident Reporting and Investigations.

7.1 HES Statistics.

7.1.1 Contractor shall provide a monthly HES statistics report as part of any prospective contract no later
than the fifth calendar day of the month via ISNetworld Site Tracker and Sub Tracker. The monthly
cut off for each report shall be the close of business up to and including the final day of each month.
The report will include hours worked, number of employees and incidents as classified per OSHA
reporting requirements. The hours worked and HES statistics shall include sub-Contractors.

7.1.2 The following numbers should be represented in the report which calculates an injury/illness rate
(e.g. [medical treatment only cases + restricted work day cases + lost work day cases + fatalities x
200,000] ÷ man-hours = IIR):

7.1.2.1 Number of man-hours worked per month & year-to-date.

7.1.2.2 Number of first aid cases per month & year-to-date.
7.1.2.3 Number of medical treatment only cases per month & year-to-date.
7.1.2.4 Number of restricted work day cases per month & year-to-date.
7.1.2.5 Number of lost work day cases per month & year-to-date.
7.1.2.6 Number of fatalities per month & year-to-date.

7.1.3 Contractor shall report other leading or lagging HES metrics as required by the Business Unit.

7.2 Incident Notification and Response.

7.2.1 Contractor shall be required to immediately notify the Company’s Work Site manager/supervisor (or
designated Company representative) of all incidents involving injury or illness to Contractor Group
(including Sub-Contractors), damage to Company or Contractor Group equipment as a result of
Contractor activities at the Work Site and any spill/release of fluids or chemicals.

7.2.2 Unsafe conditions shall be immediately reported to the Company. “Near Miss” incidents that could
have resulted in injury or damage shall be reported by the Contractor to the Company in order to
ensure appropriate action is taken.

7.2.3 Contractor and Sub-Contractors shall implement a medical case management program (including
subscribing to a company that provides Medical Case Management.

7.2.4 Contractor and Sub-Contractors shall subscribe to ISNetworld.

7.3 Incident Investigation and Report.

7.3.1 Contractor shall submit an initial preliminary written incident report within twenty-four (24) hours of a
workplace incident, with known facts, to the Company’s site manager/ supervisor (or their
designated Company representative).

7.3.2 Contractor shall promptly investigate all injuries, illnesses, equipment or property damage,
environmental spills/releases, and other HES related incidents. This includes all Sub-Contractor
incidents.

7.3.3 Contractor shall provide to Company’s representative written interim incident investigation reports
for all incidents within seven calendar days.

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 7.3.4 Contractor shall provide final written incident investigation reports within thirty (30) calendar days or
as specified by the Business Unit.

7.3.5 Contractor shall afford for, as designated by the Company, Company personnel’s participation in
any investigation of incidents at Company Work Sites.

7.3.6 Contractor shall allow personnel designated by the Company to reproduce all Work Site audits and
incident investigations for the purpose of correction, training, investigation and root cause analysis.

7.3.7 Contractor shall provide the Company representative with copies of all incident reports that result in
formal notification to any government entity.

7.3.8 Contractor shall promptly notify the Company of any investigations, inspections or penalties
assessed on the Contractor Group by any government entity, relating to or in connection with any
Work performed for the Company.

7.3.9 The minimum contents of an incident investigation report should include:

7.3.9.1 Work Site (facility name and address).

7.3.9.2 Specific part of the facility and/or equipment (name plate data).
7.3.9.3 Chronology from pre-incident status through end of incident (e.g. computer equipment
event recorder printouts, strip charts, etc.).
7.3.9.4 Injury details (treatment facility, name, age, years of service, time in current position, body
part injured, medical treatment received or recommended, shift time).
7.3.9.5 OSHA incident classification.
7.3.9.6 Impact of the incident on people, the community, the environment or the Company assets.
7.3.9.7 Activity involving regulatory agencies, legal actions, citations or proposed fines.
7.3.9.8 Analysis of the design, maintenance and operation of the systems that were in place to
prevent such incidents.
7.3.9.9 Analysis of protective equipment performance (e.g. emergency shutdown systems, fire
alarms, sprinklers, water supplies, process controls, instruments, containment systems,
etc.); any impairment of protective equipment and measures taken to restore protection.
7.3.9.10 Analysis of administrative and Human Factors (e.g. were there written procedures, were
the procedures followed, were procedures adequate, etc.).
7.3.9.11 Analysis of emergency response (e.g. civil defense, fire brigade, public fire department,
spill response plan, public notification, reporting to authorities, etc.).
7.3.9.12 Causal factors and root cause(s) of the incident.
7.3.9.13 Immediate actions taken to prevent reoccurrence.
7.3.9.14 Recommendations and corrective action plans with responsible party and
completion/target date.
7.3.9.15 Date(s) that corrective action follow-up reports will be issued.
7.3.9.16 List of people (with their titles) who provided information included in the report.
7.3.9.17 List of the members of the investigation team.

7.4 Contractor Monthly Scorecard. When required by the Company, Contractor shall be required to be a
Monthly Scorecard Contractor in Company’s scorecard Safety Engagement and Monitoring Program
(SEMP). Contractor shall provide monthly HES statistics (leading and lagging) reports no later than the
tenth calendar day of each month.

8.0 General Health, Safety and Welfare. Contractor is responsible for maintaining all of Contractor’s facilities
under the Contractor’s direction or responsibility in a manner, which does not create or otherwise
contribute to an unhealthy working or living environment. In order to accomplish this objective, the
Contractor shall ensure the following:
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8.1 Information/Postings/Signs. Emergency, safety and operational information/postings/signs shall be
communicated in a format to ensure comprehension by all employees on the Work Site, as per OSHA 29
CFR 1910.145, country, state/province, local or international equivalent

8.2 English Language Proficiency. Contractor shall ensure that at least one person per crew or work group
assigned to the Work under a contract are fully capable of communicating (in a verbal and written
manner) in English language such as that they can perform the Work safely without an interpreter. If an
interpreter is required, Contractor shall provide such interpreter during the entire duration of the contract
and at every moment while the non-English employees are executing the Work.

8.3 Short Service Employee. Contractor shall have a “Short Service Employee” (SSE) program. The
program shall define the Contractor’s criteria for an SSE, the process by which new and/or transferred
Contractor’ personnel shall be mentored, and the process for removal from the SSE program (checklist,
supervisor’s verification of competencies, etc.). The Contractor shall have a process that uniquely
identifies all SSE’s (e.g. stickers, identifiable hard hats, etc.) and establish a specified minimum timeframe
for SSE’s to be in the program. Contractor shall have no more than 35% SSE’s per crew, gang or Work
Site without approval from the Company.

8.4 Sub-Contractor. Contractor shall have a Sub-Contractor program. The program shall have a process for
the Contractor to pre-qualify the sub-contractor. The pre-qualifying process shall include at a minimum
reviews of the subcontractors last three (3) years of the Sub-contractor’s OSHA 300 logs, EMR,
insurance, and employee’s safety training. Sub-contractor shall subscribe to ISNetworld.

8.5 Medical Fitness/Personal Hygiene. The Contractor shall ensure that the Contractor Group’s personnel
are medically fit to safely perform the Work they are expected to perform. The Contractor, if requested by
the Company, shall allow the Company licensed healthcare provider to view health certificates for the
Contractor’s personnel at the Contractor’s office as per HIPAA or equivalent country, state/province, local
or international laws. The Contractor shall ensure that the Contractor personnel maintain appropriate
standards of personal hygiene during the performance of the Work.

8.6 Industrial Hygiene

The Contractor shall assess employee job duties to determine if hazards are present, or are likely to be
present, which necessitate the use of engineering controls, administrative controls or personal protective
equipment (PPE).

8.6.1 The Contractor shall document this hazard assessment through a written certification that identifies
the work site evaluated, the person certifying that the evaluation has been performed, and the
date(s) of the hazard assessment.

8.6.2 Based on the results of this hazard assessment, the Contractor may be required to perform an
industrial hygiene assessment of their workers to determine the level of exposure to hazards
(chemicals, lead, dust, noise, respirable crystalline silica, etc.).

8.6.3 The Contractor will take appropriate measures based on these assessments to safely manage
Contractor employee exposures.

8.7 Thermal Illness Prevention. Contractor will train employees on the topic of heat and/or cold stress illness,
the symptoms of heat and/or cold stress, treatment of heat and/or cold stress and practices to avoid heat
and/or cold stress illness. Heat stress training will include rest breaks and water consumption rates
related to temperature and humidity level, recommended rest periods per hour of work and provisions for
shade and adequate water supplies.

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8.8 Permitted Work Activities. Permitted work activities include confined space entry, lockout/tagout,
trenching & excavation, electrical, and hotwork and require the use of a permit. The Contractor is
required to be familiar with permitted Company work through the use of a safe work system permit and all
potentially hazardous work listed below. Drilling and Completions Controlling Contractors must have
approved bridging documents in place to identify the Controlling Contractors permit to work program that
is in effect.

8.8.1 Hot Work. Any work that may introduce any source of ignition where flammable vapors may be
present or will generate sufficient heat to ignite combustible and/or flammable materials and
these materials will support combustion once ignited. Some examples of hot work are cutting,
brazing, soldering, thawing pipes, torch applied roofing, grinding and welding. Abrasive
blasting is also included in Hot Work Program. Hot work permits require a designated firewatch
trained on the duties that the firewatch is responsible for. Refer to Company representative for
questions or concerns.

8.8.2 Confined Space Entry. A confined space is defined as: A space large enough and so
configured that an employee can bodily enter and perform assigned work; and has limited or
restricted means for entry or exit (for example, tanks, vessels, silos, storage bins, hoppers,
vaults, and pits or spaces that may have limited means of entry); and is not designed for
continuous employee occupancy. This definition could also apply to a trench, bellhole, cellar,
or excavation (refer to 1926.21(6) (ii)).

8.8.3 Lockout/Tagout. Required use of Lockout/Tagout controls must be in place to prevent the
release of Hazardous Energy when any of the following occurs where servicing or
maintenance of equipment is being performed:

 The employees must either remove or bypass machine guards or other safety devices.
 The employee is required to place any part of his or her body in contact with the point of
operation.
 The employee is required to place any part of his or her body into a danger zone
associated with a machine's operating cycle.
 When the release of stored energy could injure an employee, Contractor or a member of
the public if the isolated device (e.g. valve, breaker, etc.) were to be operated by mistake.
 In ALL of the above situations, the equipment must be de-energized and locks and tags
must be applied to the energy isolating devices.
 All work involving isolation of hazardous energy will be done in accordance with 29 CFR
1910.147.

8.8.4 Excavation and Trenching. The Contractor performing trenching and excavation activities on
Company property shall provide a competent person capable of identifying existing and
predictable hazards in the immediate surroundings. The Contractor shall ensure that the
competent person must be on site during all excavation activities where the potential for injury
exists. The competent person must comply with any and all applicable OSHA construction
regulations. The Contractor shall provide only qualified heavy equipment operators. The
Contractor shall ensure that the Company representative is present while excavating including:

 Reviewing facility drawings/pipeline atlas for appurtenances and any unusual equipment
configurations. Lines must be probed before excavating.
 Contacting all underground utility companies in the proximity of the proposed excavation.
A written record of these contacts must be made.
 Using the state’s one call system for notification

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  Consider electrical hazards (overhead powerlines, buried electrical lines, etc.), especially
near rectifiers

8.8.5 Electrical. The Contractor performing electrical work activities shall provide qualified
personnel.

 Qualified persons must be trained and knowledgeable of the construction and operations
of the equipment or a specific work method, and be trained to recognize and avoid the
electrical hazards that might be present with respect to that equipment or work method.
 Energized equipment to which a qualified or unqualified person might be exposed must be
put into an electrically safe work condition before an employee works within the limited
approach boundary or the arc flash protection boundary. For cases where it is determined
that the equipment cannot be placed in an electrically safe work condition, an energized
electrical work permit must be completed and approved prior to commencing the work.
 Energized work that is considered routine for diagnostic testing or troubleshooting is
exempted from energized electrical work permit requirements if there is an approved
maintenance or operating procedure in place for the task.

8.9 Personal Protective Equipment.

8.9.1 Contractor shall ensure that all Contractor Group’s, including Sub-Contractors personnel wear
appropriate personal protective equipment (PPE) for the hazards present at Company Work
Sites. Actual PPE requirements shall be determined as per hazard/risk assessments and
safety data sheets for products Contractor Group’s personnel may be exposed to at the Work
Site. Contractor shall ensure all Contractor Group’s personnel’s PPE meets the applicable
ANSI, British Standard (BS), and American Standard Testing Methods (ASTM), OSHA or
equivalent standard.

8.9.2 Contractor shall ensure the following PPE is used at a minimum by all Contractor’s personnel
at Company Work Sites, along with the appropriate training in the proper use and care of such
PPE:

8.9.3
8.9.3.1 Hard hats,
8.9.3.2 Safety glasses with side shields, and
8.9.3.3 Protective footwear (safety toed boots).

8.9.4 The following is a list of PPE that, based on the Contractor hazard/risk assessment, may be
required for the Work Site and the applicable standards/certifications that apply:

8.9.4.1 Respiratory protection meeting OSHA 29 CFR 1910.134, NIOSH certified.

8.9.4.2 Head Protection meeting ANSI Z89.1 Class 1 Type E&G.
8.9.4.3 Eye and Face Protection appropriate for the work environment and hazards meeting
ANSI Z87.1.
8.9.4.4 Foot Protection meeting ASTM F 2413 or international equivalent standard.
8.9.4.5 Hearing Protection meeting ANSI S3.19 standard.
8.9.4.6 Hand Protection (gloves) appropriate for the work environment, exposure, and
hazards.
8.9.4.7 Flame Retardant Clothing certified to NFPA 2112 / (NFPA 70E Arc Flash PPE
Category for personnel performing electrical work) (as identified by regulation or local

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 Company management including but not limited to 29 CFR 1910.132, 29 CFR
1910.335, ASTM 1506, NFPA 70E, NFPA 2112, NFPA 2113).

8.10 Hand Safety.

8.10.1 Contractor shall have a hand safety awareness training program targeting topics such as:
pinch points, hold points, soft grips, cutting devices, proper hand tools, hot/cold conditions,
chemical handling, etc.

8.10.2 Selection of appropriate hand protection shall be based on an evaluation of the performance
characteristics of the hand protection relative to the task(s) to be performed, conditions
present, duration of use, and the hazards and potential hazards identified.

8.10.3 Employees are required to use appropriate hand protection when they encounter the following
hand hazards:

8.10.3.1 Thermal;
8.10.3.2 Sharp materials;
8.10.3.3 Electrical current;
8.10.3.4 Chemical exposure;
8.10.3.5 Impact; and
8.10.3.6 Abrasive materials.

8.10.4 If a precise PPE workplace hazard assessment has not been conducted for the work task then
the following Contractor groups / positions at a minimum shall utilize impact-resistant gloves
on Work Sites:

 Drilling rig crews;

 Completions crews;
 Facilities and construction crews;
 Well servicing rig crews,
 Flowback crews, and
 Operations / Maintenance roustabout/gang crews.
Note: The impact-resistant glove selection / type will be determined by the Contractor.

8.11 Clothing and Other Apparel. Ragged or loose clothing and jewelry (rings, watches without breakaway
non-metallic bands, necklaces, exposed piercings’, etc.) are not to be worn when on Work Site. Any
clothing that becomes saturated with petroleum products or hazardous chemicals should be promptly
removed.

8.12 Firearms, Weapons and Non-Work Related Dangerous Materials. The possession of firearms, weapons,
explosives or non-work related dangerous materials on Company premises or while conducting Company
business, is strictly forbidden.

8.13 Drug and Alcohol Program. Contractor Group shall have a written drug and alcohol program that
conforms to Company’s Drugs, Alcohol and Controlled Substances Requirements. The program shall
have provision for pre-employment, for cause, random and post-accident testing. Contractor shall
subscribe to a third-party verification group to monitor Contractor’s conformance to the Company’s drug
and alcohol program.

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8.14 Energy Drinks. Beverages classified as energy drinks are not allowed to be consumed on Company
property. This is an effort to avoid many side effects that these drinks can impose on the body and to
ensure that alcoholic energy drinks are not present on Company property.

8.15 Safety Training. Contractor shall conduct a training needs assessment that is representative of the
contracted Work Site tasks. Contractor shall ensure that Contractor’s personnel have been given the
regulatory required, job-related training. Training certifications must be available for review, for all
Contractor’s personnel working at the Work Site, upon Company request. This shall include the following
Safety Training if applicable to the work scope that the contractor performs but is not limited to:

 OSHA 10-hour training course or Basic Orientation Plus or equivalent safety training course for
all employees
 Operator Qualifications for tasks to be performed
 Hydrogen Sulfide Training
 Model Specific training for powered industrial vehicles to be used
 Confined Space Entry
 Confined Space Rescue
 Hot Work
 Electrical Safety
 Excavation
 Lockout/Tagout
 Hazcom
 Defensive Driving
 Fall Protection / Walking and Working Surfaces
 PPE including Hand Safety Program
 Job Safety Analysis / Permit To Work
 Dropped Objects Prevention (for drilling, completions and well servicing Contractor Group)
 When required by the Company, Contractor Group’s personnel performing safety services shall
be required to register in the Company’s Safety Tier Program. Contractor is accountable to
register and fully qualify all personnel, according to the program requirements, that may, at any
point in time, provide safety-related services (confined space rescue, fire extinguisher
inspections, etc.) for the Company when working on Oxy properties or leases.

8.15.1 Drilling and well servicing Work requires sufficient personnel on location are trained in well
control.

8.15.2 The Contractor’s Work-site supervisory personnel shall be trained in and be knowledgeable
about, the Contractor’s applicable HES programs and procedures and shall work to effectively
implement them at the Work Site.

8.15.3 All craft, or skilled personnel, must be trained in both the competency of their respective craft
and/or skill, as well as mandated safety training associated with such craft and/or skill.

8.16 Behavior Based Safety. Contractor shall have and implement a “Behavioral Based Safety” or equivalent
safety behavioral program to encourage good safety leadership and behavior.

8.17 First Aid/CPR. Contractor shall ensure sufficient First Aid/CPR equipment and trained personnel (Red
Cross, Medic First Aid, etc.) are available at Work Site as per OSHA 29 CFR 1910.151 or equivalent
country, state/province, local regulations.

8.17.1 First Aid/CPR kit(s) containing an appropriate quantity of supplies shall be maintained on
location at all times.

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8.18 HES OXY’s Orientation. Contractor shall ensure all Contractor Group’s personnel and Work Site visitors
are given OXY’s HES Orientation before they are allowed to enter the Work Site. Contractors are
responsible for verifying their sub-contractor(s) personnel have received the orientation before they are
allowed to enter the Work site.

8.19 HES Meetings. Each crew shall hold at least daily/shift HES meetings and pre-job talks (JSA, PTW,
toolbox, etc.). Such HES meetings shall include all affected personnel on the Work Site. Subjects
discussed/reviewed shall be documented and copies made available to the Company, as requested.

8.19.1 Contractor shall complete and review, with all affected parties, a Job Safety Analysis (JSA)
prior to performing any work. Anytime the job scope or the conditions change the contractor
shall review and revise (if need) the JSA with all affected parties.
8.19.2 On Work Sites where simultaneous operations (SIMOPS) will be conducted, daily pre-job
planning meeting(s) will be held involving representatives from all potentially affected parties.

8.20 Powered Lifting Device Safety. All Contractor Group’s personnel operating a powered lifting device
(forklift, cranes, winches, gin pole trucks, etc.) shall maintain current certification/training per OSHA
regulations or equivalent country, state/province, or local regulations. The Contractor shall keep a current
record of powered lifting device training to present it when requested by the Company. The record shall
include the name of the operator, date of the certification/training, date of the evaluation and the name of
the person(s) giving the training and evaluation/testing. All powered lifting devices shall have a pre-use
inspection as required by local regulation or manufacturers’ recommendation.
8.21
8.21.1 Effected September 1, 2019-Gin Pole Trucks shall meet the inspection requirements set forth
in IADC Oilfield Gin Pole Truck Requirements.

8.22 Transportation Safety. The Contractor shall ensure that all Contractor modes of transportation are fit for
purpose for travel to/from/within the Company’s concessions. The Contractor shall ensure compliance
with all applicable country, state/province, and local regulations. This shall include, but it is not limited to,
the following:

8.22.1 Ensure that Contractor Group’s personnel authorized by the Contractor who hold legal
operator qualifications including possession of applicable license or certificate are the only
individuals allowed to operate the Contractor’s modes of transportation or perform covered
tasks.

8.22.2 Transportation source(s) are compliant with safety/performance inspections as required by

USDOT, or equivalent country, state/province, local or international laws or regulations for the
respective modes of transportation.

8.22.3 Provide a means of communication (i.e. cell phone, satellite phone, radio, etc.) in each mode
of transportation for emergency contact and emergency equipment (first-aid kit(s), flash light,
safety triangle, life ring/jacket, etc.).

8.22.3.1 Vehicles and equipment shall not be left unattended with the engine running.

8.23 Safety Data Sheets (SDS). Contractor shall ensure that all Contractor products/materials supplied to the
Work Site are accompanied with two copies of the SDS upon delivery. One copy is to be left with the
Company representative.

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 8.23.1 Contractor Group’s personnel shall be instructed in the safe use of the chemicals in
accordance with an appropriate written hazard communication program as dictated by local
regulatory requirements.

8.23.2 Contractor shall ensure that SDS for chemicals are reviewed by employees prior to exposure.

8.24 Inappropriate Behavior. Inappropriate behavior including, but not limited to, horseplay, practical jokes,
offensive remarks, offensive gestures, etc. is prohibited while performing Work for the Company or while
on Company property.

8.25 Smoking and Lighters/Matches. Smoking is only permitted in designated smoking areas. If permitted on
the Work Site, lighters and matches should be stored in safe areas away from flammable or combustible
materials. Electronic cigarettes are to be treated the same and shall only be used in designated areas.

8.26 Housekeeping. The Contractor shall ensure good housekeeping practices are conducted at the Work Site
by all Contractor Group’s personnel to provide for a safe and orderly working environment. Aisles,
emergency exits, and controls must be kept free of obstacles at all times. The Contractor shall leave all
Work Sites clean, orderly and in good condition.

8.27 Compressed Gas & Air Cylinders. Compressed gas cylinders shall be properly used, maintained
(mechanical integrity program), stored, handled and transported as designated by OSHA 29 CFR
1910.101-106, 1910.252, 1910.253 and 1926.350 or equivalent country, state/province, or local
regulations.

8.27.1 Compressed gas and air equipment shall be constructed in accordance with ASME Boiler &
Pressure Vessel Code, Section VIII Edition 1968 or equivalent country, state/province, local or
international laws or regulations. Equipment includes but is not limited to safety devices, flame
arrestors, regulators, pressure gauges, check valves, pressure relief valves, labeling, etc.

8.27.2 All compressed gas cylinders shall be returned promptly to a suitable/designated storage area
when not in use. Compressed gas cylinders shall be stored in the upright position and
secured.

8.27.3 Protective caps shall be placed over the cylinder valves when not in use or when being
transported.

8.27.4 Compressed gas cylinders shall be stored away from heat, fire, molten metal or electrical lines.

8.27.5 Compressed gas cylinders shall not be transported by mobile cranes unless a special carrier is
used.

8.27.6 Oxygen and flammable gases shall be stored in areas separated by a minimum of twenty (20)
feet or by a fire barrier rated for thirty (30) minutes.

8.27.7 Acetylene or liquid compressed gas cylinders shall never be used in a horizontal position, as
the liquid may be forced out through the hose causing a fire hazard or explosion.

8.27.8 Oxygen/acetylene cutting torch lines shall include flash back arrestors at least at cylinder end.
The preference is the arrestor be on the torch side.

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 8.27.9 Compressed air should not be used for cleaning clothing or parts of the body. If compressed
air is used for cleaning, the discharge shall not exceed 30 psi (2.07 Bar) and eye/face
protection shall be worn.

8.28 Storage, Use, and Labeling of Chemicals, and Hazardous/Flammable Materials. Contractor shall ensure
all hazardous and/or flammable materials/products are handled, dispensed and stored in accordance with
OSHA 29 CFR 1910.106 and 1910.1200, or equivalent country, state/province, or local regulations.

8.28.1 All chemicals, paints and hazardous/flammable materials shall be kept in appropriate
containers, which are clearly labeled as to the respective contents, and stored in fit-for-
purpose storage containers (uniquely identified, vented, etc.). Container labeling shall be
consistent with OSHA, DOT, NFPA, or equivalent country, state/province, or local regulations.

8.29 HES Related Equipment. Contractor shall provide adequate and approved safety equipment for the
performance of Work by Contractor Group’s personnel, as is expressly required hereunder and as per
OHSA, equivalent country, state/province, or local regulations, and Company Standards.

8.29.1 Contractor shall ensure that all Contractor Group’s personnel utilize, install, control and
maintain in good and safe working condition: all equipment, located at or near the Work Site,
required by regulation for the protection and safety of personnel. This may include equipment
for remediation, fire and gas (toxic and flammable) detection, firefighting, blowout prevention,
well control, first aid, rescue, evacuation, eyewash stations, safety showers, etc.

8.29.2 Contractor shall maintain this equipment as dictated by original equipment manufacturer
standards and shall keep up-to-date service, maintenance and repair records of all said
equipment.

8.30 Lifting and Hoisting

8.30.1 When Contractor Group’s personnel are working overhead, the area below shall be barricaded
or other equivalent measures taken to protect workers on the Work Site. No one shall be
permitted to pass under any suspended load.

8.30.2 Contractor shall maintain a lifting gear registry for all lifting gear owned and controlled by
Contractor Group’s on the Work Site. The registry shall include a list of all lifting gear, copies of
equipment certificates (manufacturer, safe working load, serial number) and the
inspection/recertification frequency.

8.30.3 Each lifting device shall identify the manufacturer, safe working load, service/manufactured
date and serial/identification number.

8.30.4 Lifting devices shall be managed in a formal maintenance program (i.e. in service – out of
service date, color coding, rejection criteria, etc.).

8.30.5 Tail chains used on rig floor tuggers, winches, cranes, etc., must be attached to a certified
lifting point and cannot be wrapped/choked around the load and/or back onto itself.

8.30.6 Tail chains are prohibited from use in all man riding operations.

8.30.7 All other application of chains shall be consistent with original equipment manufacturer (OEM)
ratings, design and usage.

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 8.30.8 Lever type load binders are prohibited for use on all Company Work Sites.

8.30.9 Home-made or modified lifting devices are prohibited for use on all Company Work Sites.

8.30.10 Tag lines shall be used when moving or lifting equipment.

8.31 Dropped Objects. Drilling, Completions and Well Servicing Contractors shall have a dropped object
prevention program in place for all overhead or elevated tasks. The program shall be in writing aligned
with the global DROPS Online Best Practice (dropsonline.org) and include, but not be limited to, the
following:

8.31.1 Equipment suspended in overhead work (ex: derrick, mast, substructure, towers, vessels, etc.)
shall have a secondary means for retention, should the primary means fail, with safety
securing means identified.

8.31.2 Red “no go” zones that are DROPS hazard areas identified during critical work activities and
barricaded off via administrative controls.

8.31.3 An inventory of all equipment suspended in overhead work shall be maintained and regularly
inspected and recorded. Provision for an immediate re-inspection of the rig or equipment shall
be required following any dropped object incident.

8.31.4 Tools and parts taken into the derrick, mast, or substructure for maintenance, repair and/or
other activities shall be secured and inventoried to ensure that they are not left in elevated
areas. All tools used above the rig floor or elevated surface shall have DROPS protection.

8.31.5 Contractor will train employees annually on their dropped objects program and the
requirements.

8.32 Scaffolds or Platforms. All scaffolds or platforms used for installation and maintenance or removal of
machinery and equipment shall be erected, maintained, and used in compliance with OSHA or a country,
state/province, local or international equivalent regulation. All scaffolds are to be inspected and tagged by
a competent person prior to use and subsequently inspected by a competent person prior to each shift.

8.33 Safety Harnesses and Lifelines. When working outside of properly guarded work platforms a full body
safety harness and lifeline, complete with shock absorbing lanyard(s) or self-retracting lifeline, shall be
provided by the Contractor and worn by all workers when working above six feet (6’) (construction)or
when walking on working surfaces higher than four feet (4)(general industry) without proper guarding.

8.34 Machine Guarding. Contractor shall ensure that all Contractor’s equipment machine guarding
(permanent, temporary and portable) is properly installed and maintained. Before removing guards to
service guarded equipment, it shall be isolated, locked out, tagged out and tried.

8.35 Portable Hand Tools. All portable hand tools shall have proper insulation, grounding and guarding as per
manufacturer requirements. All portable tools shall be properly maintained and used per manufacturer
original design and intended purpose. Tools shall be regularly inspected and damaged or worn tools shall
be taken out of service. No home-made or modified hand tools shall be used on the Work Site.

8.36 Radioactive Sources/Substances. Contractor shall ensure all radioactive sources/substances provided or
controlled by Contractor Groups are properly stored, handled and disposed of. Contractor shall ensure all
Contractor Group’s personnel are properly trained in radiation safety techniques. Contractor shall notify
the Company Work Site representative before bringing radioactive sources to the Work Site.

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 8.36.1 Naturally Occurring Radioactive Material (NORM) shall be handled by certified/competent
personnel only and shall be stored, handled, transported and disposed of as per local
regulations.

8.36.2 Radioactive Non-Destructive Testing (NDT) and logging sources shall be handled by certified
Contractors only as per their internal safety processes and procedures and shall comply with
the API standards or equivalent country, state/province, or local regulations.

8.37 Management of Change (MOC). Contractor shall have a formal MOC process implemented for all
equipment changes (except for “replacement in kind”), process and procedural changes. Contractor shall
ensure no Contractor Group’s equipment is used or modified outside of original equipment manufacturer
design specifications.

8.38 Hydrogen Sulfide. When the presence of hydrogen sulfide gas may exist at greater than 10 ppm in the
wellbore, formation, facilities or production stream, the Contractor is responsible for ensuring that the
Contractor Group’s personnel are properly trained and qualified in accordance with, as applicable, Texas
Railroad Commission State Wide Rule 36, NMAC 19.15.11, BLM Rule 6, ANSI Z390.1, or equivalent
country, state/province, local regulations, and the Company H 2S Safety Procedure(s). Personal
monitoring equipment shall be used by all contractor and subcontractor personnel. Personal
monitoring devices must be set to alarm at 10 ppm so the contractor and subcontractor
personnel is alerted to vacate the area. The H2S monitors shall be calibrated per the
manufacturer’s specifications. At a minimum personal H2S monitors shall be “bump” tested at
least monthly.

8.39 Fire Protection. The Contractor shall, based on a Risk Assessment, provide and maintain fire protection
equipment for Contractor’s Work. Fire protection shall be in compliance with all local regulatory
requirements or equivalent NFPA requirements and shall be dedicated for firefighting use only.

8.39.1 Hot work permits and a designated fire watch are required for Work that may introduce any
source of ignition and occur outside designated safe areas.

8.40 Electrical Safety.

8.40.1 If Contractor performs Work on electrical equipment, Contractor shall have an electrical safety
program which identifies the levels of all electrical and associated tasks to be performed and
the position qualified to perform each of these tasks as per OSHA/NEC, API 500, NFPA 70E
or equivalent country, state/province, or local regulations.

8.40.1.1 Contractor electricians shall be competent/certified/qualified to perform electrical

activities on all Contractor Group’s equipment on the Work Site as required by local
regulations or equivalent OSHA/NEC standards.
8.40.1.2 When required by the Company, Contractor Group’s personnel performing
electrical energized work shall be required to register in the Company’s Electrical
Tier Program.
8.40.1.3 Contractor is accountable to register and fully qualify all personnel, according to the
program requirements, that may, at any point in time, provide energized (above
50v) or troubleshoot services for the Company when working on Oxy properties or
leases.

8.40.2 Employees working in areas where there are electrical hazards shall be provided with and
shall use protective equipment that is designed and constructed for the specific part of the
body to be protected and for the Work to be performed.

Page 68 of 86
 8.40.3 Contractor Group’s personnel shall consider all overhead power lines to be energized unless
proper measures have been taken for de-energizing. When Work is being performed near
energized overhead power-lines, any part of the crane, boom, mast, gin poles, suspended
loads or machinery shall not be permitted within ten (10) feet (3 meters) of the power-lines.
However, this safe working distance can increase according to voltage of the power lines
(OSHA 29 CFR 1926.550 & 1910.181 or equivalent country, state/province, or local
regulations).

8.40.4 Contractor shall ensure no masts are raised, lowered or positioned within the natural fall lane
of energized overhead electrical lines.

8.40.5 Contractor shall ensure that all Contractor Group’s personnel will use only portable ladders,
scaffolding or other elevating devices, made of non-conductive material when working around
energized electrical equipment.

8.40.6 Precautions shall be taken to ensure that all equipment used is properly grounded and that
accidental contact with ungrounded electrical sources is prevented.

8.40.7 Contractor shall ensure all Contractor Group’s electrical components, tools and PPE are
maintained in a safe working condition.

8.41 Security. Contractor shall provide safe and secure working conditions for the Contractor’s Group’s
personnel at all Company Work Sites. The Contractor shall report to the Company any actual or
suspected unlawful or unauthorized activity by the Contractor Group’s personnel or other personnel at or
near any Work Site, regardless whether a loss has occurred. Unlawful or unauthorized activity shall
include:

8.41.1 Arson, assault, battery, breaking and entering, burglary, commercial bribery, conflict of
interest, electronic surveillance, wiretapping, embezzlement, extortion, forgery, fraud, hijacking
involving the Company aircraft, vehicles, or vessels, homicide, industrial espionage, inventory
shortage or manipulation, kickbacks, kidnapping, larceny or theft, possession, use or sale of
dangerous drugs or narcotics, sabotage, threat of serious bodily harm, unauthorized
possession or use of a dangerous weapon on the property owned or occupied by the
Company, use of the Company’s assets without authority or for unauthorized purposes,
vandalism, etc.

8.41.2 Actual or suspected loss or compromise of information that could result in damage or
embarrassment to the Company.

8.41.3 Attempts to counsel, solicit, plan or commit any of the above offenses.

9.0 Emergency Planning and Response

9.1 Emergency Action Plan. Contractor in conjunction with the Company shall ensure the Contractor and
Company Emergency Action Plans (EAP) are aligned and that all Contractor Group’s personnel clearly
understand their roles and responsibilities in an emergency.

9.1.1 Contractor shall ensure all emergency notification and evacuation procedures are posted in
Contractor Work Site offices and communicated to all Contractor Group’s personnel at the
Work Site.

9.1.2 Contractor EAP shall include but not be limited to:

9.1.2.1 Weather/Natural Disasters

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 9.1.2.2 Emergency Medical Management
9.1.2.3 Fire/Explosion
9.1.2.4 Security
9.1.2.5 Hydrogen Sulfide Exposure
9.1.2.6 Environmental Spills/Releases
9.1.2.7 Equipment/Structure Damage
9.1.2.8 Communication/Emergency Contact Lists
9.1.2.9 Evacuation provisions/procedures for all applicable scenarios

9.2 Emergency Drills. The Contractor shall conduct periodic safety drills, frequency and scope of which shall
be agreed upon by the Business Unit and the Contractor.

10.0 Environmental Management.

10.1 Contractor shall act responsibly in order to minimize any adverse environmental impact to the Work Site
which may arise from the Work. Contractor shall ensure that all appropriate local, state, federal, or
international environmental permits, licenses, registrations necessary for Contractor to perform the Work
have been obtained before Work begins.

10.2 All Work and maintenance shall be completed in such a manner as to avoid contamination of land sites
and surface/subterranean fresh water zones through proper and best practices and by adhering to laws,
regulations, and other applicable industry equivalent standards such as API, EPA, MARPOL, etc.

10.3 Spills or releases by the Contractor Group’s shall be reported to the Company, as per these HES
Requirements and cleaned up immediately. Recovered material shall be properly disposed of by the party
responsible for the spill, at their expense.

10.4 Contractor shall ensure that open pits at the Work Site, remain free of debris, empty containers,
household/industrial trash, waste oils, hazardous chemicals, etc.

10.5 When requested by the Company, Contractor shall install sound absorption and mitigation devices.

10.6 Contractor shall have in place a waste management program for Contractor-generated waste, which
addresses waste streams classification, storage, labeling, disposal and/or recycling procedures.

10.6.1 All waste Non-Hazardous materials generated during the course of Contractor’s Work on
Company Sites will be collected by Contractor Group’s personnel and deposited in Company
provided Non-Hazardous waste storage containers as per Company instructions.

10.6.2 All waste Hazardous Materials generated during the course of Contractor’s Work on Company
Sites will be collected by Contractor Group’s personnel and deposited in Company provided
Hazardous waste storage containers as per Company instructions.

10.6.3 Proper storage, labeling, transport and disposal of Hazardous Materials brought on Company
Sites by Contractor Group shall be the responsibility of the Contractor.

10.7 Contractor shall ensure all Contractor Group’s owned or controlled tanks or vessels for fuel and lubricants
storage are properly maintained (mechanical integrity program), closed, installed at ground level and
provided with secondary containment (berms, dikes, diversionary structures or equivalent measures)
capable of containing 110% of the capacity of the largest tank or vessel, as per EPA SPCC 40 CFR part
112 or equivalent country, state/province, local or international laws/regulations. Tanks or vessels shall
comply with all technical and safety requirements to avoid excessive evaporation, contamination,
explosion or spill and releases. Contractor shall inspect these tanks periodically and any accumulation of

Page 70 of 86
 fuel, oil or hazardous substances shall be removed to preclude eventual overflows and seepage into the
ground.

10.8 Contractor shall ensure all wash down water and other water derived from execution of Work is to be
controlled and managed in such a manner as to prevent direct discharge to land, inland rivers, lakes or
seas.

10.9 Contractor shall not allow any member of the Contractor Group to hunt, fish, trap, trade animals, harass,
feed, or keep wild animals in captivity on the Company facilities, locations or leases.

10.10 Contractor shall respect and follow applicable environmental laws, regulations and procedures for
protecting archeological, cultural and natural resources such as artifacts, historical landmarks, cultural
places, protected ecosystems, wildlife habitats, threatened or endangered species, etc.

Page 71 of 86
 EXHIBIT F

LIEN WAIVER & RELEASE FORMS

PART I – NEW MEXICO

(for Work performed in New Mexico)

PART II – TEXAS

(for Work performed in Texas)

Page 72 of 86
 PART I – NEW MEXICO

CONTRACTOR’S FINAL UNCONDITIONAL WAIVER AND RELEASE

(To be executed by Contractor at the time of payment of final Invoice)

COMPANY / OWNER: [●]

CONTRACTOR: [●]
PROJECT NAME: [●]
PROJECT ADDRESS: [Insert address], New Mexico

The undersigned [Contractor], a [●] formed under the laws of [●] with an office located at [●] (“Contractor”), was
engaged by AVENTINE, LLC, a [●] with offices located at 5 Greenway Plaza, Suite 110, Houston, Texas 77046 (the
“Company”) pursuant to that certain Domestic (U.S.) Master Construction Services Agreement dated [●] (the
“MCSA”) and those certain Commercial Terms between Company and Contractor dated [●] and issued pursuant to
the MCSA (the “Commercial Terms” and together with the MCSA, the “Agreement”) to perform the Work in
connection with the Project.

Contractor’s agreement to execute and deliver this Contractor’s Final Unconditional Waiver and Release is a material
inducement to the Company making payment of the final Invoice to Contractor;

In consideration of the payment of the final invoice, Contractor agrees as follows:

1. Contractor hereby acknowledges that it has been PAID IN FULL for all labor, services, Material and
Equipment supplied by or on behalf of Contractor and any and all Subcontractors with regard to the Project and any
and all Subcontractors have been PAID IN FULL with regard to the Project. Contractor waives, relinquishes, remits
and releases any and all (a) privileges, liens or other encumbrances, or claims of privileges, liens or other
encumbrances, against the Property (defined below) and (b) Claims, demands, actions, suits, causes of action or
other rights of or for any further payment, in each case that Contractor has or may have or that may arise in favor of

Page 73 of 86
Contractor under Applicable Laws in connection with the Agreement and/or any work, materials, equipment, services
and/or labor provided by or on behalf of Contractor in connection with Project, whether or not known to Contractor at
the time of execution of this Contractor’s Final Unconditional Waiver and Release.

2. Contractor warrants and represents that (a) all Subcontractors and other Persons having a claim for work,
materials, equipment, services, labor or any other item performed or provided in connection with the Agreement have
been fully paid and (b) there are no outstanding privileges, liens or other encumbrances, or claims of privileges, liens
or other encumbrances of any kind against the Property (defined below) in favor of any of the aforementioned
Persons. Exceptions to the foregoing representation and warranty are as described below:

[Insert any exceptions to the foregoing representation and warranty.]

If there is no exception, or if “none” is entered, all such payments are represented to have been made.

3. All capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in
the Agreement. (The term “Property” shall mean (i) all property, tangible or intangible now or hereafter located on or
used in connection with the Facilities, including the Facilities, all Materials and Equipment incorporated into or
included in the Work or the Facilities, (ii) all other property, tangible or intangible, otherwise provided to Company
pursuant to the Agreement and (iii) all other property, tangible or intangible, of the Company Group relating to the
Project.)

4. This Contractor’s Final Unconditional Waiver and Release shall enure to the benefit of the Company and
any provider of financing (or person acting on behalf of any provider of financing) to the Company, and their
respective successors and assigns, and shall be binding upon Contractor and its successors and assigns.

5. This Contractor’s Final Unconditional Waiver and Release has been executed by Contractor’s duly
authorized representative:

IN WITNESS WHEREOF, the undersigned has executed this Contractor’s Final Unconditional Waiver and Release,

Executed this ___________day of ____________, _____.

[Contractor], as Contractor
By (Signature): _________________________
Print Name: ___________________________
Title: _________________________________

STATE OF NEW MEXICO )

)
COUNTY OF __________ )

Subscribed and sworn to before me this __ day of ____________, _____, by ________________ as ______________________ of
______________________.

___________________________________
Notary Public
Page 74 of 86
My Commission expires:
______________________

Page 75 of 86
 SUBCONTRACTOR’S INTERIM CONDITIONAL WAIVER AND RELEASE

COMPANY / OWNER: [●]

CONTRACTOR: [●]
SUBCONTRACTOR [●]
PROJECT NAME: [●]
PROJECT ADDRESS: [Insert address], New Mexico

The undersigned, [Subcontractor] (“Subcontractor”) was engaged by [Contractor], (“Contractor”), pursuant to that certain
[Subcontract] dated as of [●] (the “Subcontract”), to perform certain work and/or services for Contractor. The work and/or services
were furnished by Subcontractor under the Subcontract for and in connection with the [●] to be located in [●], New Mexico (the
“Project”), in connection with which Contractor is party to those certain Commercial Terms (the “Commercial Terms”) between
Contractor and [Company] (“Company”) dated [●] and issued pursuant to that certain Domestic (U.S.) Master Construction Services
Agreement dated [●] (the “MCSA” and together with the Commercial Terms, the “Agreement”), and pursuant to which Contractor is
required to [scope of work description] the [facilities description] to be located in [●], New Mexico, including any and all structures,
fixtures, installations, machinery, connections and tie-ins, equipment and materials used in connection therewith, and any and all
appliances, parts, instruments, appurtenances, accessories and other property that may be incorporated or installed in or attached to
or otherwise become part of such facilities (collectively, the “Facilities”).

Subcontractor’s execution and delivery of this Subcontractor’s Interim Conditional Waiver and Release is a material inducement to
Contractor making payments to Subcontractor;
In consideration of the payment of the invoice identified in Section 1 below, Subcontractor agrees as follows:

1. Subcontractor hereby acknowledges that it has been PAID IN FULL for all labor and/or material and/or equipment supplied
by Subcontractor with regard to the Project through the invoice dated [insert Subcontractor invoice(s) date(s)] 1, a copy of which is
attached hereto. With effect from the date of receipt of full payment of Subcontractor's invoice dated _______ (the “Invoice Date”),
Subcontractor waives, relinquishes, remits and releases any and all (a) privileges, liens or other encumbrances, or claims of
privileges, liens or other encumbrances against the Property (defined below), and (b) Claims, demands, actions, suits, causes of
action or other rights of or for any further payment, in each case that Subcontractor has or may have or that may arise in favor of
Subcontractor under any Applicable Laws in connection with the Agreement and/or out of any work, materials, equipment, services
and/or labor provided by or on behalf of Subcontractor in connection with the Project on or before the Invoice Date.

2. Unless otherwise indicated, all capitalized terms used but not otherwise defined herein shall have the meanings given to
such terms in the Agreement. (The term “Property” shall mean (i) all property, tangible or intangible now or hereafter located on or
used in connection with the Facilities, including the Facilities, all Subcontractor supplied items incorporated into or included in the
Facilities, (ii) all other property, tangible or intangible, otherwise provided to Contractor pursuant to the Agreement or the Subcontract
and (iii) all other property relating to the Project, tangible or intangible, owned by the Company and its affiliates, and their respective
joint venturers, joint interest owners, co-owners, co-lessees and partners, if any, and all of their respective directors, officers,
employees, agents, subcontractors and representatives, and any heirs, successors, and assigns of any of the above.)

3. This Subcontractor’s Interim Conditional Waiver and Release shall enure to the benefit of Contractor, the Company and
any provider of financing (or person acting on behalf of any provider of financing) to the Company, and their respective successors
and assigns, and shall be binding upon Subcontractor and its successors and assigns.
4. This Subcontractor’s Interim Conditional Waiver and Release has been executed by Subcontractor’s duly authorized
representative:

IN WITNESS WHEREOF, the undersigned has executed this Subcontractor’s Interim Conditional Waiver and Release,
1
Note to Draft: Please specifically identify each Subcontractor invoice date that relates to payments made to date,
and attach copies of such invoices to the waiver.
Page 76 of 86
Executed this ___________day of ____________, _____.

[Subcontractor],
as Subcontractor
By (Signature): _________________________
Print Name: ___________________________
Title: _________________________________

STATE OF NEW MEXICO )

)
COUNTY OF __________ )

Subscribed and sworn to before me this __ day of ____________, _____, by ________________ as ______________________ of
______________________.

___________________________________
Notary Public

My Commission expires:
______________________

SUBCONTRACTOR’S FINAL UNCONDITIONAL WAIVER AND RELEASE

(To be executed by Subcontractors on payment of final invoice)

COMPANY / OWNER: [●]

Page 77 of 86
 CONTRACTOR: [●]
SUBCONTRACTOR [●]
PROJECT NAME: [●]
PROJECT ADDRESS: [Insert address], New Mexico

The undersigned, [Subcontractor] (“Subcontractor”) was engaged by [Contractor], (“Contractor”), pursuant to that certain
[Subcontract] dated as of [●] (the “Subcontract”), to perform certain work and/or services for Contractor. The work and/or services
were furnished by Subcontractor under the Subcontract for and in connection with the [●] to be located in [●], New Mexico (the
“Project”), in connection with which Contractor is party to those certain Commercial Terms (the “Commercial Terms”) between
Contractor and [Company] (“Company”) dated [●] and issued pursuant to that certain Domestic (U.S.) Master Construction Services
Agreement dated [●] (the “MCSA” and together with the Commercial Terms, the “Agreement”), and pursuant to which Contractor is
required to [scope of work description] the [facilities description] to be located in [●], New Mexico, including any and all structures,
fixtures, installations, machinery, connections and tie-ins, equipment and materials used in connection therewith, and any and all
appliances, parts, instruments, appurtenances, accessories and other property that may be incorporated or installed in or attached to
or otherwise become part of such facilities (collectively, the “Facilities”).

Subcontractor’s agreement to execute and deliver this Subcontractor’s Final Unconditional Waiver and Release is a material
inducement to Contractor making final payment to Subcontractor;
Subcontractor hereby acknowledges that it has been PAID IN FULL for all the labor, services, equipment, or materials furnished by or
on behalf of Subcontractor pursuant to the Subcontract, and hereby agrees as follows:

1. Subcontractor hereby acknowledges that it has been PAID IN FULL for all labor and/or material and/or equipment supplied
by Subcontractor with regard to the Project. Subcontractor waives, relinquishes, remits and releases any and all (a) privileges, liens
or other encumbrances, or claims of privileges, liens or other encumbrances against the Property (defined below) and (b) Claims,
demands, actions, suits, causes of action or other rights of or for any further payment, in each case that Subcontractor has or may
have or that may arise in favor of Subcontractor under any Applicable Laws in connection with the Subcontract and/or out of any work,
materials, equipment, services and/or labor provided by or on behalf of Subcontractor in connection with the Project, whether or not
known to Subcontractor at the time of execution of this Subcontractor’s Final Unconditional Waiver and Release.

2. Subcontractor warrants and represents that (a) all of its vendors, subcontractors, materialmen, laborers and other
personnel having a claim for work, materials, equipment, services, labor or any other item performed or provided in connection with
the Subcontract have been fully paid and (b) there are no outstanding privileges, liens or other encumbrances, or claims of privileges,
liens or other encumbrances of any kind against the Property in favor of any of the aforementioned persons. Exceptions to the
foregoing representation and warranty are as described below:
[Insert exceptions to the foregoing representation and warranty.]
If there is no exception, or if “none” is entered, all such payments are represented to have been made.

3. Unless otherwise indicated, all capitalized terms used but not otherwise defined herein shall have the meanings given to
such terms in the Subcontract. (The term “Property” shall mean (i) all property, tangible or intangible now or hereafter located on or
used in connection with the Facilities, including the Facilities, all Subcontractor supplied items incorporated into or included in the
Facilities, (ii) all other property, tangible or intangible, otherwise provided to Contractor pursuant to the Subcontract and (iii) all other
property relating to the Project, tangible or intangible, owned by the Company and its affiliates, and their respective joint venturers, joint
interest owners, co-owners, co-lessees and partners, if any, and all of their respective directors, officers, employees, agents,
subcontractors and representatives, and any heirs, successors, and assigns of any of the above.)

4. This Subcontractor’s Final Unconditional Waiver and Release shall enure to the benefit of Contractor, the Company and
any provider of financing (or person acting on behalf of any provider of financing) to the Company, and their respective successors
and assigns, and shall be binding upon Subcontractor and its successors and assigns.

Page 78 of 86
5. This Subcontractor’s Final Unconditional Waiver and Release has been executed by Subcontractor’s duly authorized
representative:
IN WITNESS WHEREOF, the undersigned has executed this Subcontractor’s Final Unconditional Waiver and Release,
Executed this ___________day of ____________, _____.

[Subcontractor],
as Subcontractor
By (Signature): _________________________
Print Name: ___________________________
Title: _________________________________

STATE OF NEW MEXICO )

)
COUNTY OF __________ )

Subscribed and sworn to before me this __ day of ____________, _____, by ________________ as ______________________ of
______________________.

___________________________________
Notary Public

My Commission expires:
______________________

PART II – TEXAS

CONTRACTOR’S FINAL CONDITIONAL LIEN WAIVER AND RELEASE

(To be executed by Contractor with final Invoice)

Project: [●]
Page 79 of 86
Job No. [●]

On receipt by [Contractor] (“Contractor”) of a check or wire transfer from [Company] (“Company”) in the sum of
$_______________2 payable to Contractor, and when the check has been properly endorsed and has been paid by
the bank on which it is drawn or the wire transfer payment is received by Contractor, this document becomes
effective to release any mechanic’s lien right, any right arising from a payment bond that complies with a state or
federal statute, any common law payment bond right, any claim for payment, and any rights under any similar
ordinance, rule, or statute related to claim or payment rights for persons in Contractor's position that Contractor has
on the property of Company located in the State of Texas (the “Property”) to the following extent: with respect to the
labor, services, equipment, or materials furnished by or on behalf of Contractor pursuant to that certain Domestic
(U.S.) Master Construction Services Agreement dated [●] (the “MCSA”) and those certain Commercial Terms
between Company and Contractor dated [●] and issued pursuant to the MCSA (the “Commercial Terms” and
together with the MCSA, the “Agreement”).

This release covers the final payment to Contractor for all labor, services, equipment, or materials furnished to the
Property or to Company. Before any recipient of this document relies on this document, the recipient should verify
evidence of payment to Contractor.

Contractor warrants that Contractor has already paid or will use the funds received from this final payment to
promptly pay in full all of Contractor's laborers, subcontractors, materialmen, and suppliers for all work, materials,
equipment, or services provided for or to the above referenced project up to the date of this waiver and release.

Contractor agrees that this waiver and release form is in compliance with Tex. Prop. Code Ann. Section 53.284.

Date:

Contractor:

Signature:

Title:

[Notary on following page]

STATE OF TEXAS §

COUNTY OF _____________ §

2
Note to Draft: Insert amount in final invoice.
Page 80 of 86
 BEFORE ME, the undersigned, a Notary Public, on this day personally appeared
___________________________, known to me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said [___________________________]3 and that
he/she has executed the same as the act of said entity for the purposes and consideration therein expressed, and in the
capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this ______ day of ____________, _____

__________________________________________

Notary Public in and for

State of Texas

3
Note to Draft: Insert full name of [Contractor].
Page 81 of 86
 CONTRACTOR’S FINAL UNCONDITIONAL LIEN WAIVER AND RELEASE

(To be executed by Contractor at the time of payment of final Invoice)

NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID
FOR GIVING UP THOSE RIGHTS. IT IS PROHIBITED FOR A PERSON TO REQUIRE YOU TO SIGN THIS
DOCUMENT IF YOU HAVE NOT BEEN PAID THE PAYMENT AMOUNT SET FORTH BELOW. IF YOU HAVE NOT
BEEN PAID, USE A CONDITIONAL RELEASE FORM.

Project: [●]

Job No. [●]

[Contractor] (“Contractor”) has been paid in full for all labor, services, equipment, or materials furnished to [Company]
(“Company”) on the property of Company located in the State of Texas (the “Property”) to the following extent: with
respect to the labor, services, equipment, or materials furnished by or on behalf of Contractor pursuant to that certain
Domestic (U.S.) Master Construction Services Agreement dated [●] (the “MCSA”) and those certain Commercial
Terms between Company and Contractor dated [●] and issued pursuant to the MCSA (the “Commercial Terms” and
together with the MCSA, the “Agreement”). Contractor therefore waives and releases any mechanic’s lien right, any
right arising from a payment bond that complies with a state or federal statute, any common law payment bond right,
any claim for payment, and any rights under any similar ordinance, rule, or statute related to claim or payment rights
for persons in Contractor’s position.

Contractor warrants that Contractor has already paid or will use the funds received from this final payment to
promptly pay in full all of Contractor’s laborers, subcontractors, materialmen, and suppliers for all work, materials,
equipment, or services provided for or to the above referenced project up to the date of this waiver and release.

Contractor agrees that this waiver and release form is in compliance with Tex. Prop. Code Ann. Section 53.284.

Date:

Contractor:

Signature:

Title:

[Notary on following page]

Page 82 of 86
STATE OF TEXAS §

COUNTY OF _____________ §

BEFORE ME, the undersigned, a Notary Public, on this day personally appeared
___________________________, known to me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said [___________________________]4 and that
he/she has executed the same as the act of said entity for the purposes and consideration therein expressed, and in the
capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this ______ day of ____________, _____

__________________________________________

Notary Public in and for

State of Texas

4
Note to Draft: Insert full name of [Contractor].
Page 83 of 86
 SUBCONTRACTOR’S FINAL UNCONDITIONAL LIEN WAIVER AND RELEASE

(To be executed by Subcontractors on payment of final Invoice)

NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID
FOR GIVING UP THOSE RIGHTS. IT IS PROHIBITED FOR A PERSON TO REQUIRE YOU TO SIGN THIS
DOCUMENT IF YOU HAVE NOT BEEN PAID THE PAYMENT AMOUNT SET FORTH BELOW. IF YOU HAVE NOT
BEEN PAID, USE A CONDITIONAL RELEASE FORM.

Project: [●]

Job No. [●]

The signer of this document (“Subcontractor”) has been paid in full for all labor, services, equipment, or materials
furnished to the Property (defined below) or to [_______________]5 (“Work Recipient”) on the property of [Company]
located in Texas (the “Property”) to the following extent: with respect to the labor, services, equipment, or materials
furnished by or on behalf of Subcontractor pursuant to that certain [_______________]6 for [_______________]7,
between Subcontractor and Work Recipient, dated [●] (the “Contract”). Subcontractor therefore waives and releases
any mechanic’s lien right, any right arising from a payment bond that complies with a state or federal statute, any
common law payment bond right, any claim for payment, and any rights under any similar ordinance, rule, or statute
related to claim or payment rights for persons in Subcontractor’s position.

Subcontractor warrants that Subcontractor has already paid or will use the funds received from this final payment to
promptly pay in full all of Subcontractor’s laborers, subcontractors, materialmen, and suppliers for all work, materials,
equipment, or services provided for or to the above referenced project up to the date of this waiver and release.

Subcontractor agrees that this waiver and release form is in compliance with Tex. Prop. Code Ann. Section 53.284.

Date:

Subcontractor Name:

Signature:

Title:

[Notary on following page]

STATE OF TEXAS §

5
Note to Draft: Please specify the party who the agreement is with and from whom payment is claimed.
6
Note to Draft: Insert full title of relevant agreement.
7
Note to Draft: Insert description of the scope of work under the Contract.
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 §

COUNTY OF _____________ §

BEFORE ME, the undersigned, a Notary Public, on this day personally appeared
___________________________, known to me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said [___________________________]8 and that
he/she has executed the same as the act of said entity for the purposes and consideration therein expressed, and in the
capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this ______ day of ____________, _____

__________________________________________

Notary Public in and for

State of Texas

EXHIBIT G

SURVEILLANCE TECHNOLOGY GUIDELINES

8
Note to Draft: Insert full name of Subcontractor.
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Without limiting or enlarging the generality and application of any Sections of the Agreement, the Contractor shall
abide by, and shall cause the Contractor personnel to abide by, these Surveillance Technology Guidelines set forth in
this Exhibit, as applicable. Notwithstanding the foregoing, Company and Contractor hereby agree that nothing in this
Exhibit will be deemed to modify the provisions of the Agreement regarding assumption of liability and indemnity.
Further, the Parties hereby agree that the obligation to “ensure” a particular matter as used in this Exhibit requires
only that a Party take reasonable steps to obtain the desired result and does not constitute or require a guaranty or
warranty of any kind.

I. Digital Canopy Initiative. In order to ensure the highest quality of safety and security, the Company uses its Active
Radio Frequency Identification (“RFID”) / Global Positioning System (“GPS”) based Personnel Safety Real Time
Location System (“PS-RTLS”) to allow field personnel to initiate distress signaling upon accident and to assist search
and rescue efforts. In the event of a safety incident, the location and number of persons not yet evacuated will be
available in real time.

The data gathered from the above mentioned system (the “System”) also allows validation of Contractor billed time
and optimization of operations workflows. The Company also uses a passive RFID based asset lifecycle
management system to assist with loss-prevention, inventory management, tracing of product to the source and
export compliance.

The following shall govern Contractor’s responsibilities with respect to the Digital Canopy Initiative:

 Contractor shall receive, manage and return at the end of the contract all identification equipment
provided by The Company.
 Contractor shall be responsible for any costs associated with repair and replacement of lost or
damaged equipment.
 Using the Company provided System, Contractor shall commission the identification equipment
when first assigned to a person or asset and shall update the System with any subsequent
reassignments.
 Contractor shall ensure all personnel and equipment located or working on any Company site carry
the assigned identification equipment at all times while providing services to the Company.
 Contractor shall promptly report to the Company any loss of identification equipment.
 Contractor acknowledges PS-RTLS records shall be used to validate Contractor’s billing.

II. Operational Video Surveillance. The Company deploys video cameras throughout all key facilities for operational
surveillance and safety compliance purposes. The camera feed is monitored from control rooms 24 x 7 and from
authorized computers on demand. Video is archived for a defined period of time. The Company’s authorized users
have access to the video archival. All videos are Company property.

The following shall govern Contractor responsibilities with respect to operational video surveillance:

 Contractor hereby acknowledges the Company’s right to perform the above described activities.
 Company’s video archival data shall stand as an official record for incident documentation and
investigation.

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 EXHIBIT H

FORM OF CHANGE REQUEST

1. Contract Title: Domestic (U.S.) Master Construction Services Agreement

Contract No. [●] Contractor:

Commercial Terms No. [●]

Requestor: Date: VO No: Rev: 0

Ref Documents:
Description:

Reason:

Total Price Impact Arising from this [Change Request] / [Company Instruction]: Increase/Decrease
Schedule Impact Increase/Decrease
Labor Materials

Contract Price: Current Contract Price $ $

Add/Subtract Effect of this [Change $ $

Request] / [Company Instruction]
Revised Contract Price $
Company Representative - Approval Contractor Representative - Approval:
Project Management: Name:
Name:
Signature: Signature:
Date:
Integrated Planning: Date:
Name:
Signature:
Date:
Distribution: Contractor, Company Requestor, Construction Manager, Accounts Payable.

Return to: Company Requestor, Construction Manager

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