KING ABDULLAH FINANCIAL DISTRICT

DEVELOPMENT AND MANAGEMENT COMPANY

and

[INSERT NAME OF CONTRACTOR]

Contract No: [•]

CONTRACT
for the Design, Build and Operation of [--] for
at the King Abdullah Financial District,
City of Riyadh, Kingdom of Saudi Arabia

DATED: [●] 2023

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 TABLE OF CONTENTS
GENERAL CONDITIONS ......................................................................................................5
1. INTERPRETATION ............................................................................................ 5
2. THE CONTRACT................................................................................................ 6
3. PRIORITY OF DOCUMENTS ............................................................................. 6
4. EFFECTIVE DATE ............................................................................................. 7
5. THE CONTRACTOR'S COVENANT TO EXECUTE THE WORKS AND
PERFORM THE OPERATION SERVICE ........................................................... 7
6. THE PARTIES' PAYMENT COVENANTS .......................................................... 7
7. COMMENCEMENT OF WORKS ........................................................................ 7
8. CONTRACTOR'S OBLIGATIONS ...................................................................... 7
9. GENERAL PROVISIONS ................................................................................... 8
10. THE EMPLOYER ............................................................................................. 15
11. THE ENGINEER ............................................................................................... 17
12. THE CONTRACTOR ........................................................................................ 19
12A. DESIGN ............................................................................................................ 41
13. TECHNICAL REQUIREMENTS ....................................................................... 41
14. STAFF AND LABOUR ...................................................................................... 45
15. PLANT, MATERIALS AND WORKMANSHIP ................................................... 50
16. COMMENCEMENT, DELAYS AND SUSPENSION ......................................... 53
17. TESTS PRIOR TO COMPLETION ................................................................... 60
18. EMPLOYER'S TAKING OVER AND COMPLETION OF MILESTONE WORKS
......................................................................................................................... 61
18A. OPERATION SERVICE .................................................................................... 64
19. DEFECTS LIABILITY........................................................................................ 74
20. VARIATIONS AND ADJUSTMENTS ................................................................ 78
21. THE CONTRACT PRICE, MEASUREMENT AND PAYMENT ......................... 83
22. TERMINATION BY EMPLOYER ...................................................................... 84
23. SUSPENSION AND TERMINATION BY CONTRACTOR ................................ 89
24. RISK AND RESPONSIBILITY .......................................................................... 91
25. CLAIMS, DISPUTES AND ARBITRATION ....................................................... 93
26. ASSIGNMENT AND NOVATION ...................................................................... 98
27. ANTI-CORRUPTION AND CONFLICT OF INTEREST PROVISIONS ............. 98
28. FORCE MAJEURE ........................................................................................... 99
29. CHANGE OF CONTROL ................................................................................ 102
30. NO WAIVER ................................................................................................... 102

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31. INSURANCE .................................................................................................. 102
32. GOVERNING LAW ......................................................................................... 102
33. LANGUAGE.................................................................................................... 102
34. JOINT VENTURES ......................................................................................... 103
35. SEVERABILITY .............................................................................................. 103
36. ENTIRE AGREEMENT ................................................................................... 103
37. COSTS AND EXPENSES .............................................................................. 103

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SCHEDULES

Schedule 1 Definitions
Schedule 2 Particulars
Schedule 3 Scope of Works
Schedule 4 Contract Price, Payment Terms and Payment Schedule
Schedule 5 Insurances
Schedule 6 Joint Venture Provisions
Schedule 7 Forms of Notice to Proceed
Schedule 8 Schedule of Rates or Bill of Quantities
Schedule 9 Project Controls
Schedule 10 Contractor’s Documents
Schedule 11 Contract Programme/ Milestones
Schedule 12 Specifications and Drawings
Schedule 13 List of Subcontractors and Suppliers
Schedule 14 Employer's Health and Safety Regulations/Codes
Schedule 15 Project Facilitation Board Procedure
Schedule 16 Scope of Operation Service
Schedule 17 Service Levels and Service Deductions
Schedule 18 Responsibility Matrix

APPENDICES

Appendix 1a Forms of Performance Security

Appendix 1b Form of Advance Payment Bond
Appendix 2 Form of Parent Company Guarantee
Appendix 3 Form of Collateral Warranty
Appendix 4 Form of Novation Agreement
Appendix 5 Form of Time/ Costs Records
Appendix 6 Form of Contractor Disclosure
Appendix 7 Form of Subcontractor Payment Verification
Appendix 8 Form of Escrow Agreement
Appendix 9 Form of Subcontract
Appendix 10 Financial Disclosures
Appendix 11 List of Materials on Site

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THIS CONTRACT is entered into on [•] 2023 by and between:

(1) KING ABDULLAH FINANCIAL DISTRICT MANAGEMENT AND DEVELOPMENT

COMPANY, a limited company incorporated pursuant to the laws of Saudi Arabia and
registered in Riyadh under Commercial Register Number 10104336685, dated 2 April 2018,
having its head office address at 6469 Northern Ring Rd- Al Aqeeq Dist., Unit No. 17, Riyadh
13519-3212, Kingdom of Saudi Arabia (the "Employer", which term shall include its successors
in title and legal assignees); and

(2) [•] a [•] incorporated pursuant to the laws of [•] and registered in [•] under Commercial Register
Number [•], dated [•], having its head office address at [•], [•] District, PO Box [•], [•], [•] (the "
Contractor", which term shall include its successors in title and legal assignees.

The Employer and the Contractor will be referred to herein individually as a "Party" and together the
"Parties".

WHEREAS:

(A) The Employer is procuring the Design, Built, Testing, Commissioning, Handing over and
Operation and Maintenance of a fully-functioning [•] in the Kingdom of Saudi Arabia.

(B) The Employer desires that the Works should be executed and operated by the Contractor, and
has accepted a proposal by the Contractor for the design, manufacture, engineer, supply,
installation, erection, construction, testing, commissioning, remedying of any Defects, handing
over to the Employer, operation and maintenance of these Works.

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NOW THEREFORE, the Parties agree to the General Conditions as follows:

GENERAL CONDITIONS

1. INTERPRETATION

1.1 In this Contract, words and expressions shall have the meanings set out in Schedule 1
(Definitions).

1.2 Additionally, except where the context requires otherwise:

(a) words indicating one gender include all genders;

(b) words indicating the singular also include the plural and words indicating the plural also
include the singular;

(c) provisions including the word "agree", "agreed" or "agreement" require the agreement
to be recorded in writing;

(d) written or in writing means hand-written, type-written, printed or electronically made,

and resulting in a permanent record;

(e) unless otherwise stated, references to a Clause are to a clause of these Conditions of
Contract, references to a Schedule are to a schedule to these Conditions of Contract
and references to a paragraph or sub-paragraph are to a paragraph or sub-paragraph
of a Schedule and references to an Appendix are to an appendix to these Conditions
of Contract;

(f) words such as "herein", "hereto", "hereof", "hereunder" and "hereinafter" refer to the
Contract as a whole and not just to the particular Clause, Schedule, paragraph or sub-
paragraph in which such word may be used;

(g) words such as "including", "such as", "for instance", "for example" and any other similar
expressions are to be construed without limitation;

(h) references to a person (or to a word importing a person) shall be construed as including,
where appropriate, an individual, an unincorporated body of persons or association, a
firm, partnership, joint venture, trust, a company, corporation or other body corporate
or Governmental Authority, whether or not in each case having separate legal
personality;

(i) references to a specific Governmental Authority shall be construed so as to include any

and all successors to such Governmental Authority which take over the function or
responsibilities of such Governmental Authority;

(j) references to specific Applicable Laws shall be construed as including any and all
Applicable Laws which subsequently amend, extend, consolidate and/or replace the
specific Applicable Laws referred to;

(k) references to specific standards, codes of practice and/or guidelines shall be construed
as including any and all amendments, supplements, re-drafts and/or substitutes thereto;

(l) references to specific agreements shall be construed as including any and all
amendments, supplements, re-drafts and/or substitutes thereto; and

(m) the table of contents, marginal words and headings, shall not be taken into
consideration in the interpretation of the Contract.

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2. THE CONTRACT

2.1 The Contractor shall, subject to these General Conditions, execute and complete the Works
and/or the Operation Service referred to in these General Conditions, Schedule 2 (Particulars),
and all of the attached Schedules and Appendices.

2.2 These General Conditions, Schedule 2 (Particulars), and all of the attached Schedules and
Appendices shall be deemed to form, and shall be read and construed as, part of the Contract
concluded between the Parties.

2.3 Clause 2.4 shall apply only where it is stated in Schedule 2 (Particulars) that it shall apply.

2.4 The following documents, whether existing on paper or in electronic form, are the documents
referred to in Clause 2.4:

(a) any document set out in, incorporated into or referred to in any Schedule to this Contract;

(b) any document issued to the Contractor by the Employer or the Engineer under the
provisions of this Contract; and

(c) any other document incorporated into or referred to in any document referred to in
Clause 2.4(b).

3. PRIORITY OF DOCUMENTS

3.1 The documents forming the Contract are to be taken as mutually explanatory of one another.
For the purposes of interpretation, in the event of any inconsistency, ambiguity, or discrepancy
within a document or between any two (2) or more documents, the documents shall take
precedence in the following order:

(a) these General Conditions;

(b) Schedule 2 (Particulars);

(c) Schedule 4 (Contract Price, Payment Terms and Payment Schedule);

(d) Schedule 11 (Contract Programme/ Milestones);

(e) Schedule 3 (Scope of Works);

(f) Schedule 16 (Scope of Operation Service);

(g) Schedule 9 (Project Controls);

(h) Schedule 12 (Specifications and Drawings) with any Specification taking precedence
over any Drawing;

(i) Schedule 8 (Schedule of Rates or Bill of Quantities);

(j) Schedule 17 (Service Levels and Service Deductions); and

(k) any other documents forming part of the Contract.

3.2 The Contractor shall immediately notify the Engineer in writing if it finds any error, inconsistency,
ambiguity or discrepancy in any of the documents referred to in Clause 3.1 or between any of
the documents referred to in Clause 3.1 and the Engineer shall issue any clarification or
instruction necessary to resolve such error, inconsistency, ambiguity or discrepancy. The
Contractor shall not be entitled to any extension of the Time for Completion, reimbursement of
additional Cost and/or an adjustment to the Contract Price as a consequence of such

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 clarification or instruction.

4. EFFECTIVE DATE

4.1 The Contract shall be deemed to come into full force and effect on the Effective Date.

4.2 Notwithstanding Clause 4.1 the provisions of the Contract shall be deemed to have applied,
and shall be deemed to apply, to any and all aspects and/or elements of the execution of the
Works commenced before as well as after the Effective Date.

5. THE CONTRACTOR'S COVENANT TO EXECUTE THE WORKS AND PERFORM THE

OPERATION SERVICE

In consideration of the payments to be made by the Employer to the Contractor as hereinafter

mentioned, the Contractor covenants with the Employer to execute and complete the Works
and/or the Operation Service and remedy any defects therein all in conformity with the
provisions of the Contract.

6. THE PARTIES' PAYMENT COVENANTS

6.1 The Employer's Covenant to Pay

6.1.1 In consideration of the Contractor executing the Works and/or the Operation Service and
remedying any defects therein in accordance with the Contract, the Employer shall pay to the
Contractor the Contract Price in accordance with Schedule 4 (Contract Price, Payment Terms
and Payment Schedule).

6.2 The Contractor's Covenant to Pay

6.2.1 Where the Contractor has employed Subcontractors to execute a part of the Works and/or the
Operation Service, the Contractor shall include in each subcontract a payment clause that
obligates the Contractor to pay the Subcontractor for satisfactory performance not later than
seven (7) days from the Contractor's receipt of payment under this Contract, as more
particularly set out in Schedule 4 (Contract Price, Payment Terms and Payment Schedule),
Part 1 (General), paragraph 4.14 (Payments to Subcontractors).

7. COMMENCEMENT OF WORKS

7.1 Notwithstanding any other provision of the Contract, the Commencement Date shall be the date
stated in the Construction Notice to Proceed wherein the Employer authorizes the Contractor
to commence with the execution of the Works.

7.2 Upon the Commencement Date the Contractor shall commence with the execution of the Works
and subject to the other provisions of the Contract, in particular Clause 10.1 (Right of Access
to the Site), the Employer shall give the Contractor right of access to the Site.

8. CONTRACTOR'S OBLIGATIONS

8.1 Reliance upon Contractor

8.1.1 The Contractor acknowledges and accepts that whilst the Employer may have appointed or be
appointing an Engineer, in connection with the management of the execution of the Works
and/or the Operation Service, the Employer is and will at all times be looking to and shall be
reliant upon the Contractor's professional expertise, skill, care and judgment in relation to all
matters concerning the execution and completion of the Works and/or the Operation Service
and the remedying of any defects therein in conformity with the provisions of the Contract.

8.1.2 The Contractor's duties, obligations and responsibilities to the Employer under and in
connection with the Contract and the Contractor's liability to the Employer for the consequences

10261440338-v8 7 76-40685004
 of any breach of the Contract, negligence or other default shall in no way be excused, waived,
negated or diminished by:

(a) any process of review, checking, inspection, examination, testing, monitoring and/or
supervision which may be carried out by the Employer, the Engineer, the Employer's
Personnel, other Consultants or any other persons appointed or authorised by the
Employer to carry out such tasks; or

(b) any acknowledgement, encouragement, approval or consent, or any comment,

proposal, request, notice, decision, direction, instruction or certificate which might be
made, given or issued by the Employer and/or any of the aforementioned persons
during the carrying out and/or as a consequence of such tasks or on the
recommendation or advice of the Contractor.

8.1.3 The Contractor shall not be excused from performing its duties and/or obligations under this
Contract and its liability for any act, omission, breach, negligence or other default shall not be
waived, negated or diminished in any way by any failure on the part of the Employer and/or any
of the persons referred to in Clause 8.1.2 to carry out and/or complete any of the tasks referred
to in Clause 8.1.2 either properly or at all or as a consequence of any failure to discourage,
withhold approval or consent to or object to whatever may be proposed or done by the
Contractor.

8.2 Provisions as to Operation and Maintenance

The Contractor shall carry out its obligations under this Contract in such a way so as to enable
any Other Contractor, if the Operation Service is not instructed, to fully comply with any
obligations with regard to the operation and maintenance of the completed Works or any part
or Section thereof which are contained in the Contract, any subcontract and any other contract
entered into by the Employer and which has been notified by the Employer or the Engineer to
the Contractor.

9. GENERAL PROVISIONS

9.1 Communications

9.1.1 Any notice, consent, approval, certificate, determination or request given pursuant to the
Contract shall be in writing sent to the recipient at the address set out in Schedule 2 (Particulars)
or such other address as the recipient may from time to time notify in accordance with the terms
of this Clause, shall be sent only by the methods of delivery set out in Clause 9.1.1(a) to Clause
9.1.1(d), shall be effective when received and shall be deemed to be received as follows:

(a) if delivered personally, upon delivery;

(b) if sent by post, upon certified receipt;

(c) if sent by a courier service, upon receipt; and

(d) if sent by the agreed system of electronic transmission set out in Schedule 2
(Particulars), if any, on receipt of a confirmation from the agreed system of electronic
transmission that the document is uploaded/submitted, provided that the terms of the
Contract specify that such communication may be transmitted using the agreed system
of electronic communication. Claims by the Contractor for any extension of the Time
for Completion, reimbursement of additional Costs incurred and/or an adjustment to the
Contract Price shall be transmitted using the agreed system of electronic
communication but shall only be regarded as having been validly transmitted and
received where the electronic transmission is confirmed by transmission of a hard copy
through one of the methods set out in Clause 9.1.1(a) – Clause 9.1.1(c) and the
confirmatory transmission is received within forty-eight (48) hours of receipt of the
electronic transmission.

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9.1.2 Save as otherwise provided in this Contract, approvals, certificates, consents and
determinations shall not be unreasonably withheld or delayed. When a certificate is issued to a
Party, the certifier shall send a copy to the other Party. When a notice is issued to a Party, by
the other Party or the Engineer, a copy shall be sent to the Engineer or the other Party, as the
case may be.

9.1.3 If the Contractor constitutes a joint venture consortium or other unincorporated grouping of two
or more entities, service of any notice, consent, approval, certificate, determination or request
as referred to in Clause 9.1 on one of the constituent entities forming the Contractor shall be
deemed to be served on all of them. For the avoidance of doubt, service of notice on the
Contractor's Representative is deemed to be service on the Contractor.

9.2 Care and Supply of Documents

9.2.1 The Specification and Schedule 12 (Specifications and Drawings) shall be in the custody and
care of the Employer. Unless otherwise stated in the Contract, two (2) copies of the Contract
shall be supplied to the Contractor, who may make or request further copies at the cost of the
Contractor.

9.2.2 Each of the Contractor's Documents shall be in the custody and care of the Contractor, unless
and until the Works (or a Section or part of or the Works, as the case may be, to which the
Contractor's Documents relate) are Taken Over by the Employer. Unless otherwise stated in
the Contract, the Contractor shall supply to the Engineer ten (10) copies of each of the
Contractor's Documents.

9.2.3 The Contractor shall keep, on the Site (or other designated location agreed between the
Parties), a copy of the Contract, publications named in the Specification, the Contractor's
Documents, a complete and up-to-date set of any Variation Orders which may have been
issued, any Time/Cost Records which may have been issued and any and all instructions and
other communications issued under the Contract. The Employer, the Engineer, any other
persons authorised by the Employer or the Engineer in writing shall have an unfettered right of
access to all of these documents at all reasonable times and the Contractor shall promptly
provide copies of such documents or extracts thereof as such persons may reasonably require
in order to carry out the tasks which have been assigned to them.

9.2.4 If a Party becomes aware of an error or defect of a technical nature in a document which was
prepared for use in executing the Works, the Party shall promptly give notice to the other Party
(with a copy to the Engineer) of such error or defect.

9.3 Not used

Not used.

9.4 Confidentiality

9.4.1 The Contractor shall not, and shall ensure that its Subcontractors shall not, during the
continuance of the Contract (except in the proper performance of the Contractor's obligations
hereunder) or at any time after expiry or termination of the Contract, disclose to any person or
use for any purpose any Personal Data and/or any information which is marked private and/or
confidential or which relates to the Employer or any of its Affiliates, the Component Project, the
Project, the Works and/or the Operation Service and/or is by its nature private and/or
confidential.

9.4.2 The restrictions referred to in Clause 9.4.1 shall not apply to any disclosure made:

(a) with the prior written authority of the Employer;

(b) as may be required by Applicable Laws or by the rules or regulations of any competent
financial and/or regulatory authority having jurisdiction over the Contractor; or

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 (c) in accordance with Clause 25.3 (Dispute Resolution).

9.4.3 The restrictions contained in this Clause 9.4 (Confidentiality) shall continue to apply until the
information in question enters the public domain without fault on the part of the disclosing Party.

9.4.4 The Contractor further undertakes that neither it nor any of its Subcontractors or its Affiliates or
their respective officers, directors, employees, agents or subcontractors shall, without the prior
written consent of the Employer (which may be withheld by the Employer in its absolute
discretion), permit or authorise the making of any reference to the Component Project, the
Project, the Works, the Operation Service, the Contract or to the Employer, marketing and/or
other plans of the Employer in any medium including any leaflets, brochures, publications,
journals, newspapers or in any radio or television broadcasts or on the internet. Any request by
the Contractor to make any such reference shall be made in writing to the Employer and shall
be accompanied by a copy of all relevant announcements, photographs and other
documentation whatsoever which may be relevant and details of the time and medium for the
advertisement, announcement or such other communication together with such other
information or documentation as the Employer may request.

9.4.5 The Contractor shall (and shall ensure that its Subcontractors shall) take all appropriate
technical and organisational security measures to ensure that any Personal Data is protected
against loss, destruction and damage, and against unauthorised or accidental access,
processing, erasure, transfer, use, modification, disclosure or other misuse, and that only
personnel authorised by the Employer have access to the Personal Data.

9.4.6 The Contractor shall (and shall ensure that the Contractor's Personnel shall) in respect of any
Personal Data:

(a) comply with any request made or direction given by the Employer in connection with
the requirements of any Data Protection legislation;

(b) use and/or hold such Personal Data only as strictly necessary for the purpose of
fulfilling its obligations under this Contract, and shall not retain the Personal Data for
any longer than is necessary for these purposes;

(c) not modify, amend or alter the contents of such Personal Data other than as strictly
necessary for the purpose of fulfilling its obligations under this Contract;

(d) not disclose or permit the disclosure of any such Personal Data to any third party unless
specifically authorised in writing by the Employer;

(e) take all reasonable steps to safeguard such Personal Data;

(f) observe the provisions of, and comply with any request made or direction given by the
Employer in connection with, any Data Protection legislation;

(g) return all copies of such Personal Data to the Employer once the Contractor no longer
has any legitimate requirement to hold such Personal Data;

(h) not process any Personal Data unless it is acting on the express instructions of the
Employer, and such Personal Data shall be treated as confidential information of the
Employer or its Affiliates for the purpose of the Contract;

(i) comply with the instructions of the Employer from time to time in connection with the
use of such Personal Data;

(j) take all reasonable steps to ensure the reliability of the Contractor's Personnel who
have access to any Personal Data and ensure that the Contractor's Personnel requiring
access to any Personal Data gives a written undertaking not to access, use, disclose
or retain the Personal Data except in performing their duties of employment; and

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 (k) immediately notify the Employer when it becomes aware of a breach of this Clause
9.4.6.

9.5 Employer's Use of Contractor's Documents and IP Rights

9.5.1 As between the Parties, the Contractor shall retain the copyright and other Intellectual Property
Rights in the Contractor's Documents made by (or on behalf of) the Contractor, save that the
Contractor hereby assigns, and shall ensure that all third parties who may have any right, title
or interest in the Intellectual Property Rights in any Employer Intellectual Property shall assign,
absolutely to the Employer the copyright and other Intellectual Property Rights of whatever
nature in the Employer Intellectual Property with full title guarantee. At the Employer's request,
the Contractor shall do all such further acts and execute all such further documents and
instruments as may be necessary or desirable in order to confirm title in the Intellectual Property
Rights in any Employer Intellectual Property or assist the Employer in applying for registration
or similar protection in any part of the world of such Intellectual Property Rights. In this Clause
9.5.1 "the Employer" shall include such person(s) as the Employer may on a case by case basis
nominate in writing. The Contractor warrants and undertakes that all Moral Rights in respect of
any Employer Intellectual Property are irrevocably waived by such persons who may be entitled
to the same and no such rights have been or shall be asserted against any person.

9.5.2 The Contractor hereby grants or shall procure the grant to the Employer and to any third party
appointed by the Employer as responsible for operation and/or maintenance of the completed
Works or any part thereof if the Operation Service is not instructed, of a non-exclusive,
perpetual, irrevocable, royalty-free, transferable, worldwide licence (including the right to grant
sub-licences) of any Intellectual Property Rights in (a) the Contractor's Documents (save for the
Employer Intellectual Property) and (b) the Software (save for the Custom Software).

9.5.3 This licence in Clause 9.5.2 shall:

(a) apply immediately upon the creation of any Intellectual Property Rights and shall
continue throughout the actual or intended working life (whichever is longer) of the
relevant parts of the Works;

(b) entitle any person in proper possession of the relevant part of the Works to copy, use
and communicate the Contractor's Documents for the purposes of completing,
operating, maintaining, altering, expanding, adjusting, repairing and demolishing the
Works; and

(c) without limiting the generality of Clause 9.5.2 permit:

(i) use of the Software for any activity in the course of the Employer's business;

(ii) the provision of hardware or software facilities management, support,

maintenance, development, disaster recovery, backup, information processing,
network or other services relating to the Software;

(iii) the interfacing of the Software with other information technology systems
owned by the Employer (or in the case of third party proprietary systems)
licensed to and operated by the Employer;

(iv) use and storage of data within any database comprised in the Software and the
extraction and re-utilisation of data therefrom, and the amendment or merging
of the data or database;

(v) use in connection with any associated or interconnected networks, including

the internet or intranet; and

(vi) use of the Software on any computer on the Site and other places as envisaged
by the Contract, including replacements, and upgrades of any computers
supplied by the Contractor.

10261440338-v8 11 76-40685004
9.5.4 The Contractor's Documents (save for the Employer Intellectual Property) shall not, without the
Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the
Employer for purposes other than those permitted under Clause 9.5.3.

9.5.5 For any Intellectual Property Rights existing in respect of the Works, the Operation Service
and/or Plant and Materials supplied in connection with or incorporated into the Works, other
than those Intellectual Property Rights which are assigned to or otherwise vest in the Employer
as provided for in Clause 9.5.1, the Contractor shall procure the grant of a license to the
Employer on no less favourable terms than that set out in Clause 9.5.2 and Clause 9.5.3.

9.5.6 In the event of a claim by any third party that the Works, the Operation Service and/or any Plant
(including any Computer System or component part thereof), Materials supplied in connection
with or incorporated into the Works and/or the Operation Service, infringes its Intellectual
Property Rights, the following provisions shall apply:

(a) the Contractor shall indemnify and keep indemnified the Employer against all and any
losses, damages, expenses or costs sustained by the Employer arising out of or in
connection with such claim;

(b) if any Computer System becomes, or is likely to become, the subject of any such claim,
the Employer may, at the Employer's sole discretion, permit the Contractor at the sole
cost of the Contractor:

(i) to replace all or part of the Computer System with functionally equivalent
hardware, software or documentation without any charge to the Employer;

(ii) to modify the Computer System as necessary to avoid such claim, and in such
a manner as is approved by the Employer, provided that the Computer System
(as modified) functions in substantially the same way as the Computer System
before modification; and/or

(iii) to procure for the Employer a licence from the relevant complainant to continue
using the Computer System.

(c) If any Computer System is determined in a court of law to be infringing a third party's
Intellectual Property Rights and the Contractor is unable, after best efforts, to procure
for the Employer the right to continue using such Computer System, or to provide the
Employer with a functionally equivalent non-infringing system acceptable to the
Employer, this Contract and any licence to use the Software (excluding the Employer
Intellectual Property which shall continue to be owned by the Employer) may, in the
sole and absolute discretion of the Employer, be terminated by the Employer
immediately without notice under Clause 22.2 (Termination by Employer for Contractor
Default), without prejudice to the Employer's right to damages for such termination in
respect of all its loss, damage, claims, liabilities, fees, costs and expenses in respect
of such infringement and loss of use of the Computer System. For the avoidance of
doubt the obligations under Clause 12.1.6 and any other warranties or undertakings
given by the Contractor elsewhere in the Contract and/or any warranties or
undertakings which may be implied as a matter of Applicable Laws shall continue to
apply after such termination.

9.5.7 If the Employer permits the Contractor to proceed with any option in Clause 9.5.6(b), the
Contractor shall reimburse the Employer all additional costs and expenses which the Employer
is required to incur in order to obtain software and hardware required to interact with such
modified or replaced software and documentation and additional services from third parties, all
of which would not have been incurred if the Computer System (or the relevant component part
thereof) had been non-infringing.

9.5.8 Upon delivery of each component of any Custom Software to the Site or otherwise to the
Employer, the Contractor shall deliver to the Employer the source code of each component of
such Custom Software and all technical information and documentation required to enable the

10261440338-v8 12 76-40685004
 Employer to modify and operate the relevant component of such Custom Software and
otherwise enjoy the full benefits of rights of ownership in the Custom Software as provided for
in Clause 9.5.1.

9.6 Contractor's Use of Employer's Documents

As between the Parties, the Employer shall retain the copyright and other Intellectual Property
Rights in the Specifications and Drawings set out in Schedule 12 (Specifications and Drawings)
and other documents made by (or on behalf of) the Employer. The Contractor may, at his cost,
copy, use, and obtain communication of these documents for the purposes of the Contract.
They shall not, without the Employer's consent, be copied, used or communicated to a third
party by the Contractor, except as necessary for the purposes of the Contract.

9.7 Confidential Details

The Contractor shall promptly disclose any information which the Employer or the Engineer
may reasonably require in order to verify the Contractor's compliance with the Contract and the
amounts claimed by the Contractor in any Statement or other claim for payment under the
Contract.

9.8 Compliance with Laws and Obtaining Permits

9.8.1 The Contractor shall, in performing the Contract, comply with all Applicable Laws. Unless
otherwise stated in Schedule 2 (Particulars), the Contractor shall:

(a) obtain all Permits necessary for execution of the Works and/or the Operation Service;

(b) confirm in writing to the Employer which Permits are required for execution of the Works
and/or the Operation Service; and

(c) give all notices, pay all taxes, duties and fees, and obtain all Permits and take
responsibility for all crossing arrangements, required by Applicable Laws or as
necessary, in each case, for execution of the Works and/or the Operation Service and
the remedying of any defects and the Contractor shall defend, indemnify and hold the
Employer harmless against and from the consequences of any failure to do so.

9.8.2 The Employer may, at the Contractor's request and cost, provide reasonable assistance to the
Contractor in the Contractor's application for those Permits which are required by the Applicable
Laws of the Country to be in the name of the Employer. Notwithstanding Clause 16.5.1(c), the
Contractor shall not be entitled to any extension of the Time for Completion, reimbursement of
additional cost or adjustment to the Contract Price as a result of any failure or delay on the part
of the Employer in providing such assistance.

9.9 Independent Contractor

9.9.1 The Contractor shall act as an independent contractor in performing the Works and/or the
Operation Service, maintaining complete control over its employees and all Subcontractors and
shall in no case represent, or be the agent of, the Employer or act in the Employer's name
without the prior written consent of the Employer. Nothing contained in the Contract or any
subcontract awarded by the Contractor shall create any contractual relationship between the
Employer and any such Subcontractor(s).

9.9.2 The Contractor shall perform the Works and/or the Operation Service in accordance with its
own methods, subject to compliance with the Contract (notwithstanding that the Contractor may
have based the Contract Price on methods of working which are different from those set out in,
or required by, the Contract).

9.9.3 Nothing in the Contract shall create an association, joint venture or partnership between the
Parties or impose any partnership liability on any Party. Neither Party shall have any right,
power or authority to enter into any agreement or commitment or act on behalf of or otherwise

10261440338-v8 13 76-40685004
 bind the other Party without that Party's prior written consent.

9.10 Amendments and Errors

9.10.1 Any amendments to the terms and conditions of the Contract shall only be effective if in writing
and signed by a duly authorised representative of each Party. Any amendments to the scope
of the Works and/or the Operation Service shall be subject to the provisions of Clause 20
(Variations and Adjustments).

9.10.2 In the event the Contract contains inadvertent typing errors, including but not limited to
misspelled words and/or transposed or improperly identified numbers, the Parties will execute
any and all necessary amendments in accordance with the provisions of this Clause 9.10
(Amendments and Errors) as soon as practicable in order to correct such errors.

9.11 Further Documentation

The Employer and the Contractor agree, upon the request of the other, to execute any
documents and take any further steps as may be reasonably necessary in order to implement
and give full effect to the Contract.

9.12 Restrictions

The Contractor shall forthwith comply with any and all directions given by the Employer or the
Engineer in relation to operations and the Contractor shall observe and at all times comply with
all Applicable Laws in force in the areas (including the Site) in which the Works and/or the
Operation Service are to be carried out.

9.13 Safety

9.13.1 In performing the Works and/or the Operation Service, the Contractor shall at all times comply
with:

(a) all applicable regulations;

(b) Applicable Laws unless specific derogations are agreed in writing by the Employer;

(c) safety and security requirements set out in the Specification; and

(d) all Safety and Security Requirements.

9.13.2 For the avoidance of doubt Safety and Security Requirements may change from time to time
as notified by the Employer.

9.14 Lender Requirements

9.14.1 The Contractor acknowledges that the Employer may at some point in the future obtain
financing from a Lender in connection with the Works, the Operation Service, the Component
Project and/or the Project. The Contractor hereby agrees to co-operate with the Employer and
any Lender in connection with such financing and to enter into any agreement, provide any
information or document and undertake any action as may be reasonably, required by the
Employer in order to give effect to such financing.

9.14.2 Without prejudice to Clause 26 (Assignment and Novation), the Employer shall be entitled to
assign, charge, novate or transfer to a Lender, without the consent of the Contractor, all or any
of its present or future rights, interests, benefits or obligations under or in respect of the Contract.
The Contractor hereby irrevocably consents to any such assignment, charge, novation, or
transfer and shall give effect to this by executing a Third Party Novation Agreement or other
agreement in an appropriate form as the case may be, within fourteen (14) Days of the
Employer's request to do so.

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9.14.3 In the event of default under any Financing Agreement, the Contractor agrees to accept as
substitute for the Employer under the Contract:

(a) the agent or any trustee for the Lender, any designee or transferee of such agent or
trustee; or

(b) any purchaser of the Works, the Component Project, and/or the Project or of the
Employer or of the Employer's interest in the Works, the Component Project, and/or the
Project or the share capital of the Employer,

in each case acting on behalf of the Lender. Notwithstanding the provisions of any Clause of
the Contract which entitles the Contractor to terminate the Contract for the default of the
Employer, the Contractor shall afford the Lender a reasonable opportunity to remedy any such
default by the Employer under the Contract prior to exercising any right to terminate the
Contract. If requested by the Employer, the Contractor shall, without prejudice to Clause 12.5
(Collateral Warranties), enter into a direct agreement with the Lender (or agent or trustee) in a
form acceptable to the Lender in accordance with international project finance practice for the
purpose, among other things, of giving effect to the provisions of this Clause 9.14.3.

9.15 Financial Statements and Disclosure Obligations

9.15.1 Clause 9.15 (Financial Statements and Disclosure) shall apply only where it is stated in
Schedule 2 (Particulars) that it shall apply.

9.15.2 Until the issue of the Taking Over Certificate by the Engineer, the Contractor shall provide to
the Employer, as soon as they become available (and in any event within sixty (60) Days of the
end of each of its financial periods) a copy of its audited financial statements for that period,
which shall contain an income statement and a balance sheet and a cash flow statement and
be audited and certified without qualification by a firm of independent accountants. If the
Contractor constitutes a joint venture, consortium or other unincorporated grouping of two or
more entities, then each entity comprising the Contractor shall provide to the Employer copies
of its audited financial statements in accordance with the foregoing requirements of this Clause
9.15.2.

9.15.3 Until the issue of the Taking Over Certificate(s) for the Works, including all Sections thereof, by
the Engineer, the Contractor shall provide to the Employer, within twenty-one (21) Days of the
end of each calendar month a signed Disclosure,

(a) disclosing the five (5) Subcontractors and/or Suppliers listed on the table attached to
Schedule 13 (List of Subcontractors and Suppliers) having the highest value
subcontract or agreement;

(b) confirming the existence of ongoing obligations of the Contractor to the Subcontractors
and/or Suppliers listed on the Disclosure;

(c) the total value of each subcontract and/or supplier agreement listed on the Disclosure;
and

(d) all payments made to the Contractor's Subcontractors and/or Suppliers for those
subcontract and supplier packages listed on the Disclosure.

9.15.4 The Contactor undertakes to use best endeavours to ensure that all information provided to the
Employer pursuant to Clause 9.15.2 and Clause 9.15.3 shall be true, accurate and complete in
all respects and not misleading in any respect.

9.15.5 The Employer shall, at its option, apply Clause 22.2 (Termination by Employer for Contractor
Default) in the event of the Contractor's failure to disclose the information requested in Clause
9.15.2 and 9.15.3.

10. THE EMPLOYER

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10.1 Right of Access to the Site

10.1.1 Subject to Clauses 10.1.2, 16.3.5 (if applicable) and 19.7, the Employer shall give the
Contractor right of access to all parts of the Site within the time (or times) stated in Schedule 2
(Particulars). This right of access will not be exclusive to the Contractor. If, under the Contract
the Employer is required to give to the Contractor right of access to any foundation, structure
or Plant, the Employer shall do so in the time and manner stated in the Specification.

10.1.2 The Employer may defer the provision of any right of access to all, or any part of, the Site, until
all of the following have been provided by the Contractor:

(a) the Performance Security;

(b) proof of the Contractor's Insurances; and

(c) all Permits necessary to comply with the provisions of Clause 9.8 (Compliance with
Laws and Obtaining Permits).

The Employer may also defer giving any right of access by issuing a Variation.

10.1.3 Right of access will be subject to such constraints and subject to compliance with such
arrangements and stipulations as the Employer may from time to time advise in writing.

10.2 Employer's Claims

10.2.1 Subject to Clause 10.2.2, if the Employer considers that it is entitled to:

(a) any payment under any provision of the Contract or otherwise in connection with the
Contract; or

(b) extend any Defects Notification Period,

the Employer shall give reasonable notice to the Contractor and the Engineer.

10.2.2 The Employer shall not be required to provide any notice to the Contractor for payments due:

(a) under Clauses:

(i) Clause 12.24 (Electricity, Water and Gas);

(ii) Clause 12.25 (Employer's Equipment and Not Yet Installed Material on Site);

(iii) Clause 16.6 (Delay Damages);

(iv) Clause 19.4 (Failure to Remedy Defects);

(v) Schedule 4 (Contract Price, Payment Terms and Payment Schedule), Part 1
(General), paragraph 4.14 (Payments to Subcontractors);

(vi) Clause 22.5 (Payment after Termination for Contractor Default); and

(vii) Clause 24.1 (Indemnities);

(b) under Schedule 4 (Contract Price, Payment Terms and Payment Schedule);

(c) under any indemnity from the Contractor; or

(d) in relation to other services requested by the Contractor.

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10.3 Employer's Audit

10.3.1 In addition to any record keeping and accounting requirements that may be included in
Schedule 4 (Contract Price, Payment Terms and Payment Schedule), the Contractor shall keep
full and detailed Books and Records. The Contractor shall maintain all such Books and Records
in an orderly manner and in accordance with IAS (as applicable in the Kingdom of Saudi Arabia)
and shall retain all such Books and Records for a minimum period of ten (10) years from the
earlier of the date of the Performance Certificate or the date of termination of this Contract (for
any reason), or such greater period of time as may be required under Applicable Laws.

10.3.2 Upon reasonable notice, at any time from the Effective Date until the period ending ten (10)
years from the earlier of the date of the Performance Certificate or the date of termination of
the Contract (for any reason), or such greater period of time as may be required under
Applicable Laws, the Employer, the Employer's Personnel, specialist consultants appointed by
the Employer or any Governmental Authority shall have the right to enter any premises where
any part of the Works and/or the Operation Service are being executed and/or where the Books
and Records are being stored, for the purposes of auditing or having audited the Books and
Records in order to confirm (among other things) that:

(a) all costs claimed by the Contractor, the Subcontractors and all other subcontractors
and suppliers down the supply chain have been properly and rightfully incurred; and

(b) the Contractor has complied with, the Subcontractors and all other subcontractors and
suppliers down the supply chain any and all necessary procedures and other
requirements of this Contract.

Such auditing may include the auditing of the Books and Records held in electronic form and
the interrogation of any electronic systems within which the Books and Records are stored.

10.3.3 The Contractor shall procure that the Subcontractors and all other subcontractors and suppliers
down the supply chain include the provisions of this Clause 10.3 into their respective contracts
of appointment.

11. THE ENGINEER

11.1 Engineer's Duties and Authority

11.1.1 The Employer shall appoint the Engineer who shall carry out the duties assigned to him in the
Contract. The Engineer shall have no authority to amend the Contract.

11.1.2 The Engineer may exercise the authority attributable to the Engineer as specified in or
necessarily to be implied from the Contract. The Engineer shall be required to obtain the
Employer's approval before exercising the following authorities except in the event of an
emergency or a matter involving a health or safety issue:

(a) the instruction of any Variation under Clause 20 (Variations and Adjustments), or
assessment of any application for an extension of Time for Completion or for any Cost
associated with a Variation;

(b) any amendment to Schedule 12 (Specifications and Drawings) or the Programme;

(c) the issue of any Taking Over Certificate under Clause 18 (Employer's Taking Over and
Completion of Milestone Works) or Performance Certificate under Clause 19.9
(Performance Certificate); and

(d) the issue of an instruction to suspend the Works or any Section thereof (as the case
may be) under Clause 16.7 (Suspension of the Works) or terminate the Contract under
Clause 21 (The Contract Price, Measurement and Payment).

11.1.3 Except as otherwise stated in these Conditions:

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 (a) whenever carrying out duties or exercising authority, specified in or implied by the
Contract, the Engineer shall be deemed to act for and on behalf of the Employer;

(b) the Engineer has no authority to relieve either Party of any duties, obligations or
responsibilities under the Contract; and

(c) any approval, check, certificate, consent, examination, inspection, instruction, notice,
proposal, request, test, or similar act by the Engineer (including absence of disapproval)
shall not relieve the Contractor from any responsibility he has under the Contract,
including responsibility for errors, omissions, discrepancies and non-compliance.

11.2 Delegation by the Engineer

11.2.1 The Engineer may from time to time assign duties and delegate authority to assistants, and
may also revoke such assignment or delegation. These assistants may include a resident
engineer, and/or independent inspectors appointed to inspect and/or test items of Plant and/or
Materials. Any assignment, delegation or revocation shall not take effect until written notice of
it has been received by the Contractor.

11.2.2 Assistants shall be suitably qualified persons, who are competent to carry out assigned duties
and exercise delegated authority, and who are fluent in the language for communications
defined in Clause 33 (Language).

11.2.3 All persons, to whom duties have been assigned or authority has been delegated, pursuant to
the Contract, shall only be authorised to issue instructions to the Contractor to the extent
defined by the delegation. Any approval, check, certificate, consent, examination, inspection,
instruction, notice, proposal, request, test, or similar act by a delegated person, in accordance
with the delegation, shall have the same effect as though the act had been an act of the
Engineer. However:

(a) it shall not relieve the Contractor from any responsibility it has under the Contract,
including responsibility for errors, omissions, discrepancies and non-compliance;

(b) any failure to disapprove any work, Plant or Materials shall not constitute approval, and
shall therefore not prejudice the right of the Engineer to reject the work, Plant or
Materials; and

(c) if the Contractor questions any determination or instruction of a delegated person, the
Contractor may refer the matter to the Engineer, who shall promptly confirm, reverse
or vary the determination or instruction.

11.3 Instructions of the Engineer

11.3.1 The Engineer may issue to the Contractor (at any time) instructions and additional or modified
Specification or Drawings (including instructions that the Works (or part of the Works) and/or
the Operation Service shall be carried out to the satisfaction of the Engineer) which may be
necessary for the execution of the Works and/or the Operation Service and the remedying of
any defects, all in accordance with the Contract. The Contractor shall take instructions from the
Engineer, or from an assistant to whom the appropriate authority has been delegated under
this Clause.

11.3.2 The Contractor shall comply with the instructions given by the Engineer or delegated assistant,
on any matter related to the Contract. Whenever practicable, their instructions shall be given in
writing. Any oral instructions shall be confirmed in writing within twenty-four (24) hours of being
given. Any instructions not given or confirmed in writing as provided herein shall not be
considered an instruction in accordance with Clause 11.3 (Instructions of the Engineer).

11.3.3 The Contractor shall not be entitled to any extension of the Time for Completion, reimbursement
of additional cost and/or adjustment to the Contract Price in the event that the Engineer issues
an instruction requiring the Contractor to comply with any of the Contractor's obligations under

10261440338-v8 18 76-40685004
 the Contract.

11.3.4 If any such instruction constitutes a Variation and is instructed or confirmed in writing by the
Engineer by way of a formal Variation Order, Clause 20 (Variations and Adjustments) shall
apply.

11.3.5 Notwithstanding the other provisions of Clause 11.3 (Instructions of the Engineer), the Employer
may from time to time elect to provide the Contractor with specific directions, instructions and
approvals. Such directions or instructions shall be in writing, save in circumstances of
emergency, safety or security. The Employer shall inform the Engineer of all such directions,
instructions or approvals given by the Employer to the Contractor. The Contractor shall act
upon such directions, instructions and approvals as though they were issued by the Engineer.

11.4 Determinations

11.4.1 Whenever the Contract provides that the Engineer shall proceed in accordance with this Clause
11.4 (Determinations) to agree or determine any matter, the Engineer shall consult with each
Party in an endeavour to reach agreement. If an agreement is not reached within fourteen (14)
Days (or such other period as the Parties may agree), the Engineer shall make a fair
determination strictly in accordance with the Contract, taking due regard of all relevant
circumstances.

11.4.2 The Engineer shall give notice to both Parties of each agreement or determination, with
supporting particulars. Each Party shall give effect to each agreement or determination unless
the other Party gives notice to the Engineer of its dissatisfaction with a determination within
twenty-eight (28) Days of receiving it. Either Party may then refer the dispute for resolution
pursuant to Clause 25.3 (Dispute Resolution). Pending the resolution of any dispute in
accordance with Clause 25.3 (Dispute Resolution) the Parties shall give effect to the Engineer's
determination.

11.5 Time/Cost Records

11.5.1 Every Variation, valuation, Cost and Scope Control Approval, agreement or determination
involving an adjustment to the Time for Completion, payment of additional Cost and/or an
adjustment to the Contract Price shall be recorded in a formal Time/Cost Record which will be
issued by the Engineer within fourteen (14) Days following expiry of the notice period referred
to in Clause 11.4 (Determinations).

11.5.2 Time/Cost Records, in the form supplied at Appendix 5 (Form of Time/ Cost Records) shall be
consecutively numbered in order to capture each and every adjustment to the Time for
Completion, payment of additional Cost and/or adjustment to the Contract Price made under
the Contract and shall be signed by the Engineer and countersigned by the Contractor.

11.5.3 Time/Cost Records shall be the definitive record of the Contractor's entitlement to an
adjustment to the Time for Completion, payment of additional Cost and adjustments to the
Contract Price.

11.5.4 A Time/Cost Record shall be a condition precedent to the Contractor's entitlement to deliver an
invoice to the Employer in connection with a payment claim related to the subject matter of the
Time/Cost Record.

12. THE CONTRACTOR

12.1 The Contractor's General Obligations

12.1.1 The Contractor shall execute and complete the Works and/or the Operation Service in
accordance with the Contract, the Engineer's instructions and all Applicable Laws, and shall
remedy any defects in the Works and/or the Operation Service.

12.1.2 The Contractor shall perform all such work and/or supply all such materials and/or provide such

10261440338-v8 19 76-40685004
 services not specifically mentioned in the Contract but which may reasonably be inferred from
the Contract as being required for the proper execution of the Works and/or the Operation
Service as if such works and/or materials and/or services were expressly mentioned in the
Contract.

12.1.3 The Contractor shall provide the Plant, the Materials and Contractor's Documents specified in
the Contract and all Contractor's Personnel, Goods, consumables and other things and services,
whether of a temporary or permanent nature, required in and for the execution and completion
of the Works and/or the Operation Service and remedying of defects.

12.1.4 The Contractor shall be responsible for all aspects of Site management and superintendence,
the adequacy, stability and safety of all Site operations and of all methods of working. Except
to the extent specified in the Contract, the Contractor shall be responsible for all Contractor's
Documents, Temporary Works, and each item of Plant and Materials as is required for the item
to be in accordance with the Contract.

12.1.5 The Contractor shall, whenever required by the Engineer, submit details of the arrangements
and methods which the Contractor proposes to adopt for the execution of the Works and/or the
Operation Service. No significant alteration to these arrangements and methods shall be made
without this having previously been notified in writing to the Engineer; and

12.1.6 Without prejudice to or derogation from any other warranties or undertakings given by the
Contractor elsewhere in the Contract and/or any warranties or undertakings which may be
implied as a matter of Applicable Law, the Contractor warrants and undertakes to the Employer
that:

(a) the Contractor shall submit to the Engineer the Contractor's Documents in accordance
with the procedures specified in the Contract and in accordance Schedule 10
(Contractor's Documents). The Contractor shall be responsible for and shall fully and
effectively indemnify the Employer against any costs and expenses arising from any
error, discrepancy or omission in any Contractor's Document or any design produced
by or on behalf of the Contractor, whether or not such Contractor's Document or design
has been approved by the Engineer;

(b) the Contractor's Documents shall be in accordance with the Specification set out at
Schedule 12 (Specifications and Drawings) and shall be written in the language for
communications defined in Clause 33 (Language) and shall include additional
information required by the Engineer to add to the Drawings for coordination of designs
required for the Works;

(c) all Plant and Materials shall be new except where otherwise stated in the Specification
or otherwise required by Applicable Laws;

(d) all Plant and Materials shall be of the respective kinds, standards and quality described
in the Specification, or of the kinds, standards and quality of any samples accepted by
the Engineer, or (where the respective kinds, standards and quality are not described
in the Specification and the Engineer has not accepted samples) shall be to the
reasonable satisfaction of the Engineer. All Plant and Materials shall be fit for their
specified purpose and free from any defects;

(e) the Works and/or the Operation Service shall comply in all respects with, and the Works
shall be constructed, and the Operation Service performed, in accordance with, the
Specification;

(f) all workmanship shall be of the standards and quality described in the Specification or,
if no standard is described, shall be carried out in a good, proper workmanlike and
careful manner to the satisfaction of the Engineer;

(g) the completed Works and Sections shall comply with all Applicable Laws relating to
buildings/structures which are to be used and occupied (where applicable) for the

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 purposes for which the Works or Sections (as applicable) were designed, and (subject
to the Contractor's right and obligation to rectify defects during the Defects Notification
Period) shall be complete in every detail and free of defects, deficiencies, errors or
omissions;

(h) the Contractor shall ensure that the execution of the Sections and the whole of the
Works shall be adequate and suitable to ensure that, when the Sections or Works (as
applicable) are completed, they shall be fit for the purpose intended, as specified in, or
as can be reasonably inferred from, the Contract;

(i) the Contractor shall comply with Clause 13 (Technical Requirements). Any part or
Section of the Works shall not be considered to be complete and ready to be Taken
Over under Clause 18.1 (Taking Over of the Works and Sections) until the submissions
required by Clause 13 (Technical Requirements) have been submitted to and approved
by the Engineer;

(j) the Contractor has reviewed all Specifications and Drawings set out in Schedule 12
(Specifications and Drawings) (including design criteria and calculations, if any) and the
items of reference mentioned in Clause 12.11 (Setting Out) and the same are free from
errors, discrepancies and omissions of a technical nature. In giving this undertaking,
the Contractor accepts that it shall be responsible for, and fully indemnify the Employer
against, any costs and expenses arising from any such error, discrepancy or omission
in any such Drawing, Specification or item (save where the Contractor has previously
advised the Employer of the existence of such error, discrepancy or omission and the
Employer has elected not to remedy the same);

(k) the Contractor has all the resources, experience, qualifications and capability at its
disposal as required to complete and commission the Sections and the Works within
the Time for Completion;

(l) having conducted sufficient checks and due diligence that the Contractor has no
knowledge of any present or pending infringement or claims of infringement of third
party Intellectual Property Rights in respect of the Computer Systems (or any
component part thereof);

(m) the Contractor shall deliver and install all New Releases (including updates, patches,
bug fixes) to the Software throughout the working life of the Software (notwithstanding
that such working life may extend beyond the date of the Performance Certificate) as
and when these are released. Such delivery and installation shall be at no additional
cost to the Employer;

(n) delivery and installation of New Releases (including updates, patches, bug fixes) to the
Software will not adversely affect the functionality of the Computer Systems in any way
or cause any interruption to the operations or business of the Employer;

(o) having conducted its own scans and tests on the Computer System (and its component
parts), that the Computer System will be free from any viruses, worms and/or malicious
software devices;

(p) having conducted its own scans and tests, that any New Releases (including updates,
patches, bug fixes) to the Software will not contain any viruses, worms or malicious
software devices;

(q) the Contractor shall give the Employer full and complete disclosure of the requirements
(including the Computer Documentation and training for Employer personnel) to
operate, develop, modify, maintain and expand the Computer Systems; and

(r) the Contractor will pass to the Employer (with the full consent of the relevant
manufacturers) all of the benefits of the Manufacturer's Warranties, provided however
that any disclaimers and limitations set forth in the Manufacturer's Warranties shall not

10261440338-v8 21 76-40685004
 relieve the Contractor from any of the obligations undertaken and general warranties
given by it in relation to the Works and/or the Operation Service.

12.1.7 The Contractor has read Schedule 9 (Project Controls) and shall comply in all respects
with the requirements set out therein.

12.2 Performance Security

12.2.1 Where stated in Schedule 2 (Particulars), the Contractor shall deliver to the Employer a
Performance Bond as performance security in relation to the Works and an Operation
Performance Bond as performance security in relation to the Operation Service. The
Performance Bond and the Operation Performance Bond are also referred to individually or
collectively (as the context requires) as the "Performance Security". Any Performance Security
required by this Contract shall be provided:

(a) in the case of the Performance Bond, within fourteen (14) Days of the Effective Date,
and in the case of the Operation Performance Bond, within fourteen (14) days of the
commencement of the Operation Service;

(b) in the approved form set out in Appendix 1a (Form of Performance Security);

(c) from a first class bank located in the City of Riyadh, Kingdom of Saudi Arabia and
approved by the Employer; and

(d) for the value stated in Schedule 2 (Particulars)1.

12.2.2 Where stated in Schedule 2 (Particulars), within fourteen (14) Days of the Effective Date, the
Contractor shall provide to the Employer a Parent Company Guarantee from the Parent
Company Guarantor. If any Insolvency Event occurs in relation to the Parent Company
Guarantor or the Parent Company Guarantee ceases to be legal, valid and binding and
enforceable in accordance with its terms, the Contractor shall procure the provision of a
replacement guarantee on the same terms and conditions by a replacement Parent Company
Guarantor acceptable to the Owner within fourteen (14) Days of being requested so to do by
the Employer.

12.2.3 The provision and maintenance of the Performance Security, the Parent Company Guarantee
and the Contractor's Insurances shall be a condition precedent to the Contractor's entitlement
to be paid and/or continue to be paid for performance of the Works and/or the Operation Service.

12.2.4 The Employer shall not be taken to have waived the requirements of Clause 12.2 (Performance
Security) or to have waived the Employer's entitlement to insist upon the provision and
maintenance of the requisite Performance Security as a condition precedent to payment or any
further payment if, notwithstanding the importance and materiality of those provisions, the
Employer nevertheless allows the Contractor to commence the execution of the Works and/or
the Operation Service (whether on Site or not) or temporarily elects to make and/or continue
making interim payments to the Contractor pending receipt, replacement and/or extension of
the requisite Performance Security or otherwise fails to press the Contractor for the provision,
replacement and/or extension of the requisite Performance Security.

12.3 Advance Payment Bond

12.3.1 Where Advance Payment(s) is/are to be paid to the Contractor pursuant to Schedule 4
(Contract Price, Payment Terms and Payment Schedule), the Contractor shall, on or before the
date on which the Contractor submits the first Statement in which any amounts are claimed in
respect of any Advance Payment, provide to the Employer an Advance Payment Bond in
respect of such advance payment:

1 Schedule 2 (Particulars) to set out the required value of the Performance Bond and Operation Performance Bond.

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 (a) in the approved form set out in Appendix 1b (Form of Advance Payment Bond);

(b) from a first class bank located in the city of Riyadh, Kingdom of Saudi Arabia and
approved by the Employer; and

(c) for the amount of the relevant Advanced Payment being made as stated in Schedule 4
(Contract Price, Payment Terms and Payment Schedule).

The Contractor is required to provide an Advance Payment Bond meeting the requirements
above for each Advance Payment.

12.3.2 The provision and maintenance of the Advance Payment Bond shall be a condition precedent
to the Contractor's entitlement to be paid the Advance Payment pursuant to Schedule 4
(Contract Price, Payment Terms and Payment Schedule).

12.3.3 The Employer shall not be taken to have waived the requirements of this Clause 12.3 (Advance
Payment Bond) or to have waived the Employer's entitlement to insist upon the provision and
maintenance of the Advance Payment Bond as a condition precedent to the Contractor's
entitlement to be paid the Advance Payment if, notwithstanding the importance and materiality
of those provisions, the Employer nevertheless allows the Contractor to commence Works
(whether on Site or not) or temporarily elects to make and/or continue making the Advance
Payment to the Contractor pending receipt, replacement and/or extension of the Advance
Payment Bond or otherwise fails to press the Contractor for the provision, replacement and/or
extension of the Advance Payment Bond.

12.4 Maintenance of Bonds and Parent Company Guarantee

12.4.1 The Contractor shall ensure that the continued validity and enforceability of:

(a) an Advance Payment Bond, until the Contractor has repaid the corresponding Advance
Payment in full, however the value of the relevant Advance Payment Bond may
progressively reduce by the amount repaid by the Contractor in accordance with
Schedule 4 (Contract Price, Payment Terms and Payment Schedule);

(b) the Performance Bond, until the later of (i) the date that is 14 days after issue of the
Taking Over Certificate for whole of the Works, and (ii) the date on which the Contractor
submits the Operation Performance Bond;

(c) the Operation Performance Bond, until the Contractor has become entitled to receive
the Performance Certificate pursuant to Clause 19.9 (Performance Certificate); and

(d) the Parent Company Guarantee until all of the Contractor's obligations and liabilities
under the Contract (including under Clause 19.1.4) have been fully discharged.

12.4.2 If, for any reason, any of the Performance Security or Advance Payment Bond referred to in
Clause 12.4.1 become invalid or unenforceable, or the Employer has reasonable grounds for
believing that they are about to become invalid or unenforceable, or an Insolvency Event has
or is about to occur in relation to the bank providing the Performance Security or Advance
Payment Bond (or the Parent Company Guarantor providing a Parent Company Guarantee),
then the Contractor shall, at the Employer's request, provide alternative Bonds (or, if applicable
Parent Company Guarantee) which are satisfactory to the Employer within fourteen (14) Days
of being requested so to do.

12.4.3 If the Contract Price is increased pursuant to this Contract by an amount equal to or greater
than the percentage specified in Schedule 2 (Particulars), whether the change in Contract Price
increases at one time or cumulatively, then if directed by the Engineer, the Contractor must
extend or replace the Performance Security so that the increased amount of the Performance
Security is the percentage of the increased Contract Price specified in Schedule 2 (Particulars).

12.4.4 The Contractor shall not be entitled to any further payment under this Contract until:

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 (a) the alternative Performance Security, Advance Payment Bond or Parent Company
Guarantee, as the case may be under Clause 12.4.2; or

(b) the additional Security under Clause 12.4.3,

(together, the "Further Securities") are provided in a satisfactory form to the Employer.

12.4.5 If the terms of any of the Bonds or Parent Company Guarantee referred to in Clause 12.4.1
specify an expiry date, and by the date twenty-eight (28) Days prior to the relevant expiry date:

(a) in relation to any Advance Payment Bond, the Contractor has not repaid the Advance
Payment in full, the Contractor shall extend the validity of the Advance Payment Bond
until the Advance Payment has been repaid in full. If the Contractor fails to extend the
validity of the Advance Payment Bond, the Employer may claim the full amount of the
Advance Payment Bond and hold the proceeds and apply them in lieu of the Advance
Payment Bond until the earlier of the time when the Contractor would be entitled to the
return of the Advance Payment Bond and the time when the Contractor has provided
an extended or replacement Advance Payment Bond in compliance with Clause 12.4.2;

(b) in relation to the Performance Bond, the Contractor has not become entitled to receive
the Taking Over Certificate for the whole of the Works, the Contractor shall extend the
validity of the Performance Bond until such time as the Contractor is no longer required
to provide a Performance Bond in accordance with Clause 12.4.1. If the Contractor fails
to extend the validity of the Performance Bond, the Employer may claim the full amount
of the Performance Bond and hold the proceeds and apply them in lieu of the
Performance Bond until the earlier of the time when the Contractor would be entitled to
the return of the Performance Bond and the time when the Contractor has provided an
extended or replacement Performance Bond in compliance with Clause 12.4.2 or
Clause 12.4.3 (as the case may be); and

(c) in relation to the Operation Performance Bond, the Contractor has not become entitled
to receive the Performance Certificate, the Contractor shall extend the validity of the
Operation Performance Bond until such time as the Contractor is no longer required to
provide an Operation Performance Bond in accordance with Clause 12.4.1. If the
Contractor fails to extend the validity of the Operation Performance Bond, the Employer
may claim the full amount of the Operation Performance Bond and hold the proceeds
and apply them in lieu of the Operation Performance Bond until the earlier of the time
when the Contractor would be entitled to the return of the Operation Performance Bond
and the time when the Contractor has provided an extended or replacement Operation
Performance Bond in compliance with Clause 12.4.2 or Clause 12.4.3 (as the case may
be); and

(d) in relation to the Parent Company Guarantee, the Contractor has not become entitled
to receive the Performance Certificate, the Contractor shall extend the validity of the
Parent Company Guarantee until such time as the Contractor is no longer required to
provide a Parent Company Guarantee in accordance with Clause 12.4.1.

12.4.6 If and to the extent that the Employer makes a call on any of the Bonds referred to in Clause
12.4.1 in excess of the amount (if any) that the Employer was entitled to claim under such Bond,
the Employer shall repay such excess amount to the Contractor.

12.5 Collateral Warranties

Within fourteen (14) Days of receiving a written request by the Employer, the Contractor shall
execute and provide Collateral Warranties in respect of the Works and/or the Operation Service
(or any part thereof) in the approved form(s) set out in Appendix 3 (Form of Collateral Warranty)
in favour of any Third Party as identified by the Employer in such request.

12.6 Condition Precedent to Payment

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 The provision and maintenance of the Performance Security, Parent Company Guarantee and
any Further Securities, Collateral Warranty, and Novation Agreement required to be provided
by the Contractor shall be a condition precedent to the Contractor's entitlement to be paid
and/or continue to be paid under this Contract. Nonetheless, the Employer shall not be taken
to have waived the Employer's entitlement to insist upon the provision and maintenance of any
Bond, Parent Company Guarantee and any Further Securities, Collateral Warranty, or Novation
Agreement required to be provided by the Contractor as a condition precedent to payment if,
notwithstanding the importance and materiality of such entitlement, the Employer nevertheless
allows the Contractor to commence performance of its obligations under this Contract or
temporarily elects to make and/or continue making payments to the Contractor pending receipt,
replacement and/or extension of any of the Performance Security, Parent Company Guarantee
and any Further Securities, Collateral Warranty, or Novation Agreement required to be provided
by the Contractor, or otherwise fails to press the Contractor for the provision, replacement
and/or extension thereof.

12.7 Contractor's Representative

12.7.1 The Contractor shall appoint the Contractor's Representative and shall give him all authority
necessary to act on the Contractor's behalf under the Contract.

12.7.2 Unless the Contractor's Representative is named in Schedule 2 (Particulars), the Contractor
shall, prior to the Effective Date, submit to the Engineer for the Engineer's consent the name
and particulars of the person the Contractor proposes to appoint as the Contractor's
Representative. If:

(a) consent is withheld or subsequently revoked;

(b) the Employer requires the removal of the Contractor's Representative pursuant to
Clause 12.7.3; or

(c) the appointed person fails to act as Contractor's Representative,

the Contractor shall similarly submit the name and particulars of another suitable
person for such appointment for the Engineer's approval.

12.7.3 The Employer may, in its absolute discretion, require the Contractor to remove and replace the
Contractor's Representative, and such replacement shall be undertaken in accordance with the
provisions of Clause 12.7.2 above.

12.7.4 The Contractor shall not, without the prior consent of the Engineer, revoke the appointment of
the Contractor's Representative or appoint a replacement.

12.7.5 The Contractor's Representative shall, on behalf of the Contractor, receive instructions under
Clause 11.3 (Instructions of the Engineer).

12.7.6 The Contractor's Representative may delegate any powers, functions and authority to any
competent person, and may at any time revoke the delegation. Any delegation or revocation
shall not take effect until the Engineer has received prior notice signed by the Contractor's
Representative, naming the person and specifying the powers, functions and authority being
delegated or revoked.

12.7.7 The Contractor's Representative and all the persons referred to in Clause 12.7.6 shall be fluent
in the language for communications defined in Clause 33 (Language).

12.8 Subcontracting and Suppliers

12.8.1 The Contractor shall not subcontract the whole or any part of the Works and/or the Operation
Service without the prior written consent of the Engineer which, notwithstanding Clause 9.1.2,
may be withheld by the Engineer in its absolute discretion.

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12.8.2 If the Contractor wishes to enter into a subcontract or supply contract for any part of the Works
and/or the Operation Service, the Contractor shall:

(a) provide the Engineer with such information in relation to each proposed Subcontractor
or supplier and the relevant work package as the Engineer may reasonably require;

(b) obtain the Engineer's approval of the Subcontractor or supplier, the terms and
conditions of any proposed subcontract or supply contract (including prices set out
therein) and, if requested by the Engineer, all associated tender documentation. For
those subcontracts (whether under a single subcontract or in the aggregate under more
than one subcontract with the same subcontractor) with a subcontract sum equal to
that set out in Schedule 2 (Particulars) or more, the form of subcontract to be entered
into is set out in Appendix 9 (Form of Subcontract). For subcontracts with a contract
sum below the abovementioned amount, the Contractor may, subject to the approval
of the Engineer (such approval not to be unreasonably withheld or delayed), use a
different form of subcontract2; and

(c) provide to the Employer upon the Employer's request the tenders submitted by all
tenderers for any subcontract, quotations from prospective suppliers for any supply
contract, any amendments thereto and details of any negotiations held by the
Contractor with any tenderers and prospective suppliers.

The Subcontractors who have been approved by the Employer as at the Effective Date are
listed in Schedule 2 (Particulars).

12.8.3 At the same time as entering into a subcontract, including for any of the parts of the Works
and/or the Operation Service listed below, the Contractor shall procure that the relevant
Subcontractor enters into a Collateral Warranty in the form of Collateral Warranty set out in
Appendix 3 (Form of Collateral Warranty), in favour of the Employer in respect of the part of the
Works and/or the Operation Service to be undertaken by the Subcontractor. Without limiting
the Employer's ability to later require a Subcontractor for any part of the Works and/or the
Operation Service to enter into a Collateral Warranty, the parts of the Works and/or the
Operation Service for which Collateral Warranties shall be required are as set out in Schedule
2 (Particulars).

12.8.4 The Contractor, as and when instructed by the Engineer, shall provide to the Engineer, at no
cost to the Employer, a full certified copy of each executed subcontract no later than fourteen
(14) Days after the date of the instruction.

12.8.5 The Contractor shall give the Engineer not less than fourteen (14) Days' notice of:

(a) the intended commencement of each Subcontractor's works; and

(b) the intended commencement of each Subcontractor's work on the Site.

12.8.6 The Contractor shall be fully responsible for the acts, omissions or defaults of any and all
Subcontractors and their agents or employees, as if they were acts, omissions or defaults of
the Contractor.

12.8.7 The following shall each be included as an express term or condition of all subcontracts entered
into by the Contractor pursuant to this Clause 12.8 (Subcontracting and Suppliers):

(a) record keeping obligations and audit rights in favour of the Contractor, the Employer and
the Employer's Personnel, in equivalent terms to those set out in Clause 10.3 (Employer's

2 The Contractor shall be responsible for preparing the form of subcontract in terms acceptable to the Employer, and
obtaining the agreement of the Employer to the terms and conditions of the form of subcontract, prior to the execution of
this Contract. In so doing, the Contractor shall ensure that the terms and conditions of the form of subcontract are
substantially the same as the terms and conditions of this Contract.

10261440338-v8 26 76-40685004
 Audit);

(b) an entitlement for the Contractor (at the Engineer's request) to assign or novate the
subcontract to the Employer or its nominee without consent of the Subcontractor or any
payment;

(c) provision that if in the Employer's opinion the Contractor is in substantial breach of any
of the provisions of this Contract and thereafter provides notice to the Contractor and the
Subcontractor of its request to step into such Subcontract, the Employer may exercise
its right under any Collateral Warranty with a Subcontractor to step into such Subcontract
on behalf of the Contractor;

(d) provision that in the event of Clause 12.8.7(c) above, the Contractor and the
Subcontractor shall, on notice by the Employer to do so, promptly execute a deed of
novation substantially in the form set out in Appendix 4 (Form of Novation Agreement);

(e) provision that if this Contract is terminated, the Contractor and the Subcontractor shall,
on notice by the Employer to do so, promptly execute a deed of novation substantially in
the form set out in Appendix 4 (Form of Novation Agreement);

(f) where the Subcontractor is performing any design works, provision that the
Subcontractor shall effect and maintain professional indemnity insurance on the same
terms as are required of the Contractor under this Contract;

(g) provision for the transfer of title to Plant and Materials to be supplied by the Subcontractor
to the Contractor no later than the time at which title is to pass to the Employer pursuant
to Clause 15.6;

(h) an entitlement for the Contractor (at the Engineer's request) to terminate the subcontract
at will at any time on the basis that the Subcontractor shall be paid for all work properly
carried out and reimbursed all reasonable costs properly incurred up to and including
termination (including the cost of demobilisation) but without payment of any
compensation for loss of profit or expectation or contribution to overheads;

(i) an entitlement for the Contractor (at the Engineer's request) to require the removal and
replacement of any employees or agents of a Subcontractor whose performance or
conduct is considered by the Engineer to be unsatisfactory, without cost to the Contractor
or Employer and with no entitlement to any extension of the Time for Completion as a
consequence thereof;

(j) an obligation to cooperate with the Contractor with respect to the submission of its
Application for Interim Payment; and

(k) an obligation to sign a Payment Verification with respect to the Contractor's payments to
the Subcontractor for the Works and/or the Operation Service carried out under the
Contract in part or in whole by the Subcontractor.

Save where the Parties agree otherwise, the Contractor shall take such steps as are necessary
to ensure that the provisions set out in Clause 12.8.7(a) to Clause 12.8.7(k) shall each be
included as an express term or condition of the contract appointing any subcontractor of any
tier. If the Contractor appoints a Subcontractor otherwise than in accordance with this Clause
12.8.7, the Employer shall have no obligation to pay the Contractor under the Contract in
respect of any of the Works and/or the Operation Service performed by the relevant
Subcontractor.

12.8.8 The Contractor acknowledges that if in the Employer's opinion the Contractor is in substantial
breach of any of the provisions of this Contract or in the event this Contract is terminated, the
Employer may exercise its right under any Collateral Warranty with a Subcontractor to step into
such Subcontract on behalf of the Contractor and that in exercising this right, the Employer
does not waive any of its rights against the Contractor nor does it accept any obligations under

10261440338-v8 27 76-40685004
 such Subcontract which arise before the date on which the Employer steps into such
Subcontract

12.8.9 The Contractor shall be responsible for the payment of its Subcontractors pursuant to the terms
of the relevant subcontracts. The Contractor shall provide evidence of payment or the reasons
why payment has not been made at the Engineer's request

12.8.10 If the Employer becomes aware that the Contractor has failed to make payment of an
undisputed sum that has become due to a Subcontractor in accordance with the terms of the
relevant subcontract, the Engineer shall give to the Contractor written notice of seventy-two (72)
hours to pay the relevant Subcontractor. If the Contractor fails to make payment to the relevant
Subcontractor within seventy-two (72) hours of such notice the Employer may pay that
Subcontractor such undisputed sum that has become due to the Subcontractor. In such case,
the Employer may recover any such amount paid to the Subcontractor as a debt due and
payable from the Contractor to the Employer. The Contractor indemnifies the Employer against
any claims that may be made against the Employer by any Subcontractor due to non-payment
by the Contractor of amounts due to the Subcontractor

12.8.11 If a Subcontractor's obligations extend beyond the expiry date of the relevant Defects
Notification Period and the Engineer, prior to this date, instructs the Contractor to assign the
benefit of such obligations to the Employer, then the Contractor shall do so. Unless otherwise
stated in the assignment, the Contractor shall have no liability to the Employer for the work
carried out by the Subcontractor after that assignment takes effect.

12.9 Subcontractor performance

12.9.1 If in the opinion of the Employer or the Engineer a particular Subcontractor is not performing in
an adequate way, the Employer or the Engineer may serve a notice on the Contractor requiring
rectification of the Subcontractor's performance.

12.9.2 The Contractor shall, upon receipt of the notice referred to above in Clause 12.9.1, ensure that
the Subcontractor's performance is immediately rectified.

12.9.3 If, in the opinion of the Employer or the Engineer, the Subcontractor's performance has not
been rectified after ten (10) Days from the service of the notice on the Contractor referred to in
Clause 12.9.1, the Employer or Engineer may serve a further notice on the Contractor requiring:

(a) the Contractor to immediately terminate the Subcontractor's employment;

(b) the removal and replacement of any employees or agents of the Subcontractor; or

(c) other measures to be implemented, which measures shall be directed in the sole
discretion of the Employer or Engineer.

12.9.4 The Contractor shall not be entitled to any extension of the Time for Completion for delay or
any additional cost for removal and replacement as a result of such termination.

12.9.5 The Contractor shall not suspend or terminate a subcontract without giving prior written notice
to the Engineer and obtaining the Engineer's approval (which shall not be unreasonably
withheld or delayed). The Contractor shall not be entitled to any extension of the Time for
Completion for delay or any additional cost consequent upon the Engineer declining to approve
any such termination or suspension.

12.9.6 Where a Variation is being valued by reference to cost only and/or a Provisional Sum is being
expended, the Contractor shall not be entitled to retain or benefit from any special commission,
discount, allowance or payment offered by or received from any Subcontractor in connection
with the award of a subcontract or the performance of any obligations thereunder and shall
immediately report any such offer or receipt to the Employer and pass the benefit thereof on to
the Employer.

10261440338-v8 28 76-40685004
12.10 Cooperation

12.10.1 The Contractor acknowledges that its access to the Site will not be exclusive and that Other
Contractors and other parties may perform work on the Site concurrently with the Works and/or
the Operation Service. The Contractor shall, as specified in the Contract or as instructed by the
Engineer:

(a) co-operate with the Other Contractors to ensure the coordination of the work of the
Other Contractors with the execution of the Works and/or the Operation Service
including timeframes, programmes and schedules for completion of the Works and/or
the Operation Service;

(b) take such actions as are necessary to facilitate the work of the Other Contractors,
including providing Other Contractors with access to all essential services and
amenities and any place where work is being carried out or Materials are being
prepared or stored;

(c) co-ordinate its own activities with those of the Consultants and Other Contractors so as
not to obstruct, disrupt or delay work being performed by the Consultants and Other
Contractors; and

(d) allow appropriate opportunities for carrying out work to the Employer's Personnel; any
Consultants and the personnel of any Governmental Authority, public or private utility
or other undertaking which has any jurisdiction with regard to the Site, the Works, the
Operation Service, a Section, the Component Project and/or the Project or with whose
systems or property the Site, the Works, the Component Project and/or the Project is
or will be connected, including providing such parties with access to all essential
services and amenities and any place where work is being carried out or Materials are
being prepared or stored.

12.10.2 If any part or parts of the Works and/or the Operation Service are dependent for their support
or execution upon work being carried out by any Other Contractors, the Contractor shall either
monitor the carrying out of such work or inspect such work and report any defects or non-
conformities to the Engineer in good and sufficient time to enable the Engineer to procure the
rectification of such works without causing any delay or disruption to the Contractor.

12.10.3 The Contractor agrees it has allowed in the Contract Price for all delays, disruptions and costs
it may incur arising out of or in connection with the work to be performed by Other Contractors
or the other parties referred to in Clause 12.10.1, or which it may incur in complying with its
obligations pursuant to this Clause 12.10 (Cooperation). The Contractor agrees that it shall not
be entitled to any extension of the Time for Completion, reimbursement of additional cost or
adjustment to the Contract Price in respect of any delay or disruption caused by having to
comply with its obligations pursuant to this Clause 12.10 (Cooperation) except to the extent
permitted by Clause 16.5.1(c).

12.10.4 The Contractor shall defend and indemnify the Employer against any claim by Other
Contractors (or any other contractor, subcontractor or supplier) for costs, monies, loss, expense,
damage or otherwise, arising out of or in connection with a breach of or by the Contractor of its
obligations under this Contract, including the Contractor's failure to cooperate and co-ordinate
under the terms of Clause 12.10 (Cooperation).

12.11 Setting Out

12.11.1 The Contractor shall set out the Works in relation to original points, lines and levels of reference
specified in the Contract or notified by the Engineer.

12.11.2 The Contractor shall be responsible for the correct positioning of all parts of the Works, and
shall rectify any error in the positions, levels, dimensions or alignment of the Works.

12.12 Health and Safety Procedures

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12.12.1 The Contractor shall be responsible for initiating, providing and maintaining a health and safety
regime on Site, in accordance with the Specification and Schedule 14 (Employer's Health and
Safety Regulations/Codes), during the execution of the Works and/or the Operation Service
and the remediation of any defects. The Contractor shall provide details of such regime to the
Engineer from time to time or promptly upon request by the Employer.

12.12.2 The Engineer shall be responsible for informing the Employer's Personnel, the Consultants and
the Other Contractors of the need to comply with the Contractor's health and safety regime
whilst on Site. The Contractor shall promptly report any infringements of the Contractor's health
and safety regime to the Engineer. The Engineer may impose whatever sanctions may be
necessary and/or appropriate upon such persons who infringe the Contactor's health and safety
regime, whether or not such infringement was reported to the Engineer by the Contractor.

12.12.3 Without prejudice to and/or derogation from the generality of Clause 12.12.1 and Clause
12.12.2, the Contractor shall:

(a) comply with all Applicable Laws relating to health and safety;

(b) have full and proper regard for and take such steps as are reasonably necessary to
protect the health and safety of all persons entitled to be on the Site;

(c) take such steps as are reasonably necessary to keep the Site and the Works clear of
unnecessary obstructions and/or hazards so as to avoid danger to any person;

(d) provide fencing, warning signs, lighting, guarding and watching of:

(i) all of the Works (including each Section) until the whole of the Works
are Taken Over; and

(ii) if the Operation Service is instructed by the Employer, for all of the
Works (including each Section), until the Performance Certificate is
issued;

(e) provide any Temporary Works (including roadways, footways, guards and fences)
which may be necessary, because of the execution of the Works and/or the Operation
Service, for the use and protection of the public and of owners and occupiers of
adjacent land;

(f) regulate (including where necessary the provision of appropriate training) and
supervise the carrying out of especially hazardous tasks such as working with
dangerous plant, equipment and tools, working with Potentially Hazardous Materials,
excavation, torch-cutting and welding operations, working at high levels, and working
with cranes and hoists;

(g) not overload or permit any part of the Works to be overloaded so as to endanger its
structural integrity. No loading of any kind in excess of accepted design loads shall be
placed on any part of the Works;

(h) comply with all recommendations regarding fire protection made by "Civil Defence Fire
Services" and any insurers providing insurance in respect of the Works and/or the
Operation Service, including regulation and supervision of torch-cutting and welding
operations, storage of flammable liquids in safety containers situated in safe open areas
clear of people and fire risks, and provision and maintenance of ready use fire
extinguishers, fire fighting equipment and ready use water supplies in areas of high fire
risk;

(i) comply with the obligations set out in Clause 12.23 (Protection of the Environment) in
respect of the Environment, Pre-Existing Environmental Conditions and Potentially
Hazardous Materials;

10261440338-v8 30 76-40685004
 (j) take such steps as are reasonably necessary to minimise damage and nuisance to
property and people resulting from pollution, dust, noise and other results of the
Contractor's operations; and

(k) obtain the approval of the Engineer of the Contractor's Site Specific Health and Safety
Plan ("SSSP"), referred to in the KAFD Minimum Construction Health and Safety
Standards, which approval shall be a condition precedent to the Contractor's
entitlement to be paid and/or continue to be paid under this Contract. Nonetheless, the
Employer shall not be taken to have waived the Employer's entitlement to insist upon
the approval of the SSSP as a condition precedent to payment if, notwithstanding the
importance and materiality of such entitlement, the Employer nevertheless allows the
Contractor to proceed, or temporarily elects to make and/or continue making payments
to the Contractor pending approval of the SSSP or otherwise fails to press the
Contractor for the provision of an SSSP which is suitable for approval.

12.13 Quality Assurance

12.13.1 The Contractor shall, and shall ensure that any Subcontractors shall, institute a quality
assurance system to demonstrate compliance with the requirements of the Contract. The
system proposed by the Contractor and/or Subcontractors shall be subject to review and
approval by the Engineer.

12.13.2 Details of all procedures and compliance documents shall be submitted to the Engineer for
information before each execution stage is commenced. When any document of a technical
nature is issued to the Engineer, evidence of the prior approval by the Contractor shall be
apparent on the document itself.

12.13.3 Compliance with the quality assurance system shall not relieve the Contractor of any of its
duties, obligations or responsibilities under the Contract.

12.13.4 The Contractor shall obtain the approval of the Engineer of the Contractor's Quality
Management System within thirty (30) Days from the Effective Date. Such approval shall be a
condition precedent to the Contractor's entitlement to be paid and/or continue to be paid under
this Contract. Nonetheless, the Employer shall not be taken to have waived the Employer's
entitlement to insist upon the approval of the Quality Management System as a condition
precedent to payment if, notwithstanding the importance and materiality of such entitlement,
the Employer nevertheless allows the Contractor to commence performance of its obligations
under this Contract or temporarily elects to make and/or continue making payments to the
Contractor pending approval of the Quality Management System or otherwise fails to press the
Contractor for the provision of a Quality Management System which is suitable for approval.

12.14 Site Data

12.14.1 The Contractor acknowledges that the Employer has made available to the Contractor the
information and data listed in the Specification regarding the nature, condition, characteristics
and/or circumstances affecting the Site and/or surrounding areas. It shall be incumbent upon
the Contractor to check and verify all such information and data before placing any reliance
upon such information and/or data. The Contractor shall be deemed to have checked and
verified any such information and/or data. The Employer shall have no responsibility or liability
for the accuracy, sufficiency and/or completeness of any such information and/or data. The
Contractor shall be deemed to have thoroughly inspected and surveyed the Site and
surrounding areas, to have made all necessary enquiries and to have carried out all necessary
tests and investigations sufficient to ascertain the nature, condition, characteristics and all
circumstances affecting the Site and surrounding areas, including:

(a) the topography and hydrology of the Site and surrounding areas;

(b) the geology, geotechnical composition and characteristics, and the hydrogeology of the
surface and subsurface strata;

10261440338-v8 31 76-40685004
 (c) the existence, location and extent of any Pre-Existing Environmental Conditions,
hazards, obstructions, or dilapidated work;

(d) the existence, location and extent of any utilities, pipes, cables, conduits, drains or
culverts within, passing under or over and/or connecting with the Site;

(e) climatic and typical local weather conditions affecting the Site and surrounding areas;

(f) means of access and transportation to and from the Site;

(g) the availability of electricity, water, gas and any other services, facilities and/or
amenities which the Contractor will require on the Site in order to execute and complete
the Works and/or the Operation Service; and

(h) any Pre-Existing Non-Conformance Report(s).

12.14.2 The Employer shall not be under any obligation to provide the Contractor with any further
information and/or data regarding the nature, condition, characteristics and/or circumstances
affecting the Site and/or surrounding areas but should the Employer do so it shall be incumbent
upon the Contractor to check and verify all such information and data before placing any
reliance upon such information and/or data. The Employer shall have no responsibility or liability
for the accuracy, sufficiency and/or completeness of any information and/or data regarding the
nature, condition, characteristics and/or circumstances affecting the Site and/or surrounding
areas which might be provided by the Employer.

12.15 Unforeseeable Physical Conditions

(a) in this Clause 12.15, "physical conditions" means natural physical conditions and man-
made obstructions which the Contractor encounters at the Site when executing the
Works, including sub-surface and hydrological conditions but excluding climatic
conditions. The provisions of this Clause 12.15 are without prejudice to the provisions
of the Specification relating to protection of existing underground utilities and cables;

(b) if the Contractor encounters adverse physical conditions which he considers would not
have been reasonably foreseeable by an experienced contractor as at the Effective
Date ("Unforeseeable"), the Contractor shall give notice to the Engineer as soon as
practicable, and in any event not later than twenty-one (21) days from the date of
becoming aware of the unforeseeable physical conditions or the date when the
Contractor should reasonably have become aware of such circumstances. It shall be a
condition precedent to the Contractor's entitlement to submit a claim that it strictly
complies with this time-frame for issuing notice to the Engineer;

(c) this notice shall describe the physical conditions, so that they can be inspected by the
Engineer, and shall set out the reasons why the Contractor considers them to be
Unforeseeable. The Contractor shall continue executing the Works, using such proper
and reasonable methods as are appropriate for the physical conditions, and shall
comply with any instructions which the Engineer may give. If an instruction constitutes
a Variation, Clause 20 (Variations and Adjustments) shall apply;

(d) if and to the extent that the Contractor encounters physical conditions which are
Unforeseeable, gives such notice, and suffers critical delay and/or incurs Cost due to
these conditions, the Contractor shall give a further notice to the Engineer and shall be
entitled, subject to Clause 16.5 (Extension of Time for Completion), Schedule 4
(Contract Price, Payment Terms and Payment Schedule), Part 2 paragraph 1 (Contract
Price), Clause 25.1 (Contractor's Claims) and Clause 25.2 (Delay Analysis), to:

(i) an extension of the Time for Completion, if the Time for Completion is or will be
delayed; and

(ii) payment of any such Cost, which shall be included in the Contract Price;

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 (e) after receiving notice under Clause 12.15(d), the Engineer shall proceed in accordance
with Clause 11.4 (Determinations) to agree or determine (i) whether and to what extent
the physical conditions were Unforeseeable and (ii) the matters set out in Clause
12.15(d)(i) and Clause 12.15(d)(ii);

(f) however, before additional Cost is finally agreed or determined under paragraph
12.15(e), the Engineer may also review whether other physical conditions in the
relevant or similar parts of the Works (if any) were more favourable than could
reasonably have been foreseen by the Contractor as at the Effective date. If and to the
extent that these more favourable conditions were encountered, the Engineer may
proceed in accordance with Clause 11.4 (Determinations) to agree or determine the
reductions in Cost which were due to these conditions, which may be included (as
deductions) in the Contract Price and Interim Payment Certificates; and

(g) this Clause 12.15 shall not apply to the execution by the Contractor of the Operation
Service.

12.16 Sufficiency of the Contract Price

12.16.1 The Contractor confirms that:

(a) it has examined all information relevant to the risks, contingencies and other
circumstances having an effect on the Contract Price and the Time for Completion;

(b) it has based the Contract Price on its own determinations and assessment of the risks
involved in executing the Works and/or the Operation Service;

(c) it has satisfied itself as to the correctness and sufficiency of the Contract Price for the
Works and/or the Operation Service under the Contract and that the Contract Price
covers the cost of complying with all of the Contractor's obligations under this Contract;
and

(d) it has examined:

(i) all Applicable Laws and Permits relevant to the Works and/or the Operation
Service; and

(ii) all orders, regulations, rules, directions and practices in relation to access to
the Works and concerning security, which may restrict or inhibit the execution
of any part of the Works and/or the Operation Service and satisfied itself of its
capacity to execute the Works and/or the Operation Service in accordance with
the terms and conditions of this Contract without breaching any such terms and
conditions.

12.16.2 The Contractor agrees that the Contract Price includes all of the Contractor's obligations under
this Contract (including those under Provisional Sums, if any) and all things necessary for the
proper execution and completion of the Works and/or the Operation Service and the remedying
of any defects therein.

12.16.3 The Unit Rates under Schedule 8 (Schedule of Rates or Bill of Quantities) are fixed and firm
and not subject to any price escalations for the duration of the Contract. Any items not measured
separately are deemed included in the items forming the Contract Schedule of Rates.

12.16.4 If the Contractor becomes aware of any error, omission or inadequacy in Schedule 8 (Schedule
of Rates or Bill of Quantities) with regards to description only, the Contractor shall immediately
give notice with appropriate details to the Engineer, who shall issue instructions in that regard.

12.17 Unforeseeable Difficulties

Except as otherwise stated in the Contract:

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 (a) the Contractor shall be deemed to have obtained all necessary information as to risks,
contingencies and other circumstances which may influence or affect the Works and/or
the Operation Service;

(b) by signing the Contract, the Contractor accepts total responsibility for having foreseen
all difficulties and costs of successfully executing the Works and/or the Operation
Service; and

(c) the Contract Price shall not be adjusted.

12.18 Rights of Way and Facilities

The Contractor shall bear all costs and charges for special and/or temporary rights-of-way
which it may require, including those for access to the Site. The Contractor shall also obtain, at
its risk and cost, any additional facilities outside the Site which it may require for the purposes
of the Works and/or the Operation Service.

12.19 Avoidance of Interference

12.19.1 The Contractor shall not interfere unnecessarily or improperly with:

(a) the convenience of the public;

(b) the access to and use and occupation of all roads and footpaths, irrespective of whether
they are public or in the possession of the Employer or of others;

(c) any other Contractor working on the Site.

12.19.2 The Contractor shall comply with its access obligations and carry out its work co-ordination and
interface obligations, expressed or implied under this Contract, so as to ensure that it does not
cause interference to any other contractor who is working on the Site and shall carry out his
obligations under this Contract so as to ensure Clause 12.19.1 is fully complied with.

12.19.3 If any lands or other places outside the Site which are the property of or under the control of
the Employer are made available to the Contractor, these shall be used strictly in accordance
with the directions of the Engineer. The Contractor shall observe all agreements (subject to the
same being made known to the Contractor) entered into by the Employer with any persons
relating to occupation by the Employer of land and properties which are affected by the
execution of the Works and/or the Operation Service. Provided always that compliance with
such agreements shall not relieve the Contractor of his obligation under this Clause. The
Contractor shall be given on request copies of any agreement, or part thereof, relating to such
matters. The Contractor shall save harmless and indemnify the Employer in respect of all claims,
proceedings, damages, costs, charges and expenses whatsoever arising out of, or in relation
to, any such matters insofar as the Contractor is responsible therefore.

12.19.4 The Contractor shall indemnify and hold the Employer harmless against and from all damages,
costs, losses and expenses (including legal fees and expenses) resulting from any breach of
its obligations under this Clause 12.19 (Avoidance of Interference).

12.20 Access Route

12.20.1 The Contractor shall be deemed to have satisfied itself as to the suitability and availability of
access routes to the Site. The Contractor shall take such steps as are reasonably necessary to
prevent any road or bridge from being damaged by the Contractor's Equipment or by the
Contractor's Personnel. These steps shall include the proper use of appropriate vehicles,
vessels and routes and any other steps which may be reasonably necessary to prevent damage
by the Contractor's Equipment or by the Contractor's Personnel. The Contractor shall indemnify
and hold the Employer harmless against and from all damages, losses, costs and expenses
(including legal fees and expenses) resulting from damage to any road, bridge or tunnel caused
by any Contractor's Equipment or by the Contractor's Personnel.

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12.20.2 The Contractor shall not be responsible for any damage which may be solely caused to any
roads, bridges and tunnels by Other Contractors.

12.20.3 Except as otherwise stated in these Conditions:

(a) the Contractor shall (as between the Parties) be responsible for any maintenance which
may be required for its use of any access routes, bridges and tunnels and if required
by the Engineer so to do to remedy any damage to any such routes, bridges and tunnels
which may have been caused by the Contractor's Equipment or by the Contractor's
Personnel (but not damage caused by Other Contractors);

(b) the Contractor shall provide all necessary signs or directions along access routes, and
shall obtain any permission which may be required from Governmental Authorities for
its use of routes, signs and directions;

(c) the Employer shall not be responsible, and the Contractor shall not be entitled to any
extension of the Time for Completion or any cost, for any claims which may arise from
the use or otherwise of any access route, bridges and tunnels;

(d) the Employer does not guarantee the suitability or availability of any particular access
routes, bridges and tunnels;

(e) the Contractor shall, when using the roads and car parking on the Site, restrict his
vehicle loads to no more than the limits specified;

(f) the King Abdullah Financial District is to remain fully operational during the period of
this Contract and the Contractor shall carry out his responsibilities under the Contract
and co-operate with any other person to minimise disruption to operations and all of
those persons using its facilities; and

(g) costs due to non-suitability or non-availability, for the use required by the Contractor, of
any access routes, bridges and tunnels shall be borne by the Contractor.

12.21 Transport of Goods

Unless otherwise stated in Schedule 2 (Particulars):

(a) the Contractor shall give the Engineer not less than twenty-one (21) Days' notice of the
date on which any Plant or a major item of other Goods will be delivered to the Site;

(b) the Contractor shall be responsible for packing, loading, transporting, receiving,
unloading, storing and protecting all Plant, Goods, Materials and other things required
for the Works and/or the Operation Service; and

(c) the Contractor shall indemnify and hold the Employer harmless against and from all
damages, losses, costs and expenses (including legal fees and expenses) resulting
from the transport of Plant, Goods, Materials and shall negotiate and pay all claims
arising from their transport.

12.22 Contractor's Equipment

The Contractor shall be responsible for all Contractor's Equipment. When brought on to the
Site, Contractor's Equipment shall be deemed to be exclusively intended for the execution of
the Works and/or the Operation Service. The Contractor shall not remove from the Site any
major items of Contractor's Equipment without the consent of the Engineer. However, consent
shall not be required for vehicles transporting Goods or Contractor's Personnel off Site.

12.23 Protection of the Environment

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12.23.1 The Contractor shall take all such steps as are necessary to protect the Environment (both on
and off the Site) and to minimise damage and nuisance to people and property (including the
Indemnified Parties) resulting from pollution, noise, dust and other results of its operations
(taking into account the nature and extent of the Contractor's operations).

12.23.2 The Contractor shall ensure that any Potentially Hazardous Materials used in or resulting from
the Contractor's activities shall not exceed the values indicated in the Specification, and shall
not exceed the values prescribed by Applicable Laws whichever shall be the more stringent in
the event of contradictory provisions.

12.23.3 Without prejudice to or derogation from Clause 12.23.1, Clause 12.23.2 and Clause 12.23.4,
the Contractor shall:

(a) take such steps as are necessary in order to avoid any escape, release and/or
discharge of Potentially Hazardous Materials or other contaminants into the
Environment and prior to completion of the Works and/or the Operation Service ensure
that all Potentially Hazardous Materials brought onto or created on the Site during the
execution of the Works and/or the Operation Service are removed and disposed of in
a safe and environmentally friendly manner and clear up and/or render harmless any
contamination which may have been caused by any escape, release and/or discharge
of Potentially Hazardous Materials brought onto or created on the Site during the
execution of the Works and/or the Operation Service; and

(b) comply with all requirements in the Specification relating to soil erosion, or if no such
requirements are specified, take all steps necessary to prevent soil erosion on the Site.

12.23.4 The Contractor shall immediately notify the Employer in writing of any Pre-existing
Environmental Condition discovered on the Site or the rights of access furnished by the
Employer to the Contractor. The Employer shall arrange for the removal, transportation and
disposal, or shall otherwise accommodate, any such Pre-existing Environmental Condition for
which the Contractor is not responsible pursuant to Clause 12.23.1 and Clause 12.23.2. The
Employer may take such actions itself, or it may instruct the Contractor by way of a Variation,
or another contractor, to take such actions.

12.23.5 The Contractor shall defend, indemnify and hold harmless the Employer against any costs,
losses, expenses, liabilities, damages or claims arising as a consequence of any breach by the
Contractor of its obligations under this Clause 12.23 (Protection of the Environment).

12.24 Electricity, Water and Gas

12.24.1 The Contractor shall be responsible, at its risk and cost, for the provision of all electricity, water,
gas and other services it may require (whether for the Works and/or the Operation Service or
otherwise).

12.24.2 The Contractor shall be entitled to use for the purposes of the Works and/or the Operation
Service such supplies of electricity, water, gas and other services as may be available on the
Site on an as-is where-is basis at the prices given in Schedule 2 (Particulars). The Contractor
shall, at its risk and cost, provide any apparatus necessary for its use of these services and for
measuring the quantities consumed.

12.24.3 The quantities consumed and the amounts due (at such stated prices) for such services shall
be agreed or determined in accordance with Clause 10.2 (Employer's Claims) and Clause 11.4
(Determinations). The Employer may deduct these amounts from any moneys due, or to
become due, to the Contractor in accordance with Clause 10.2 (Employer's Claims).

12.24.4 The Contractor shall, at the request of the Employer, use any alternative supplies of electricity,
water, gas and other services that the Employer may from time to time provide on Site and
notify to the Contractor, provided always that doing so will not require the Contractor to incur
any additional costs. To the extent that complying with such request leads to a reduction in cost
to the Contractor, the amount of such reduction shall be determined in accordance with Clause

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 11.4 (Determinations) and the Contract Price shall be reduced accordingly pursuant to
Schedule 4 (Contract Price, Payment Terms and Payment Schedule), Part 2, paragraph 1
(Contract Price).

12.25 Employer's Equipment and Not Yet Installed Material on Site

12.25.1 The Employer shall make the Employer's Equipment (if any) available for the use of the
Contractor in the execution of the Works and/or the Operation Service in accordance with the
details, arrangements and prices stated in Schedule 2 (Particulars). Unless otherwise stated in
Schedule 2 (Particulars), the Employer shall be responsible for the Employer's Equipment,
except that the Contractor shall be responsible for each item of Employer's Equipment whilst
any of the Contractor's Personnel is operating it, driving it, directing it or in possession or control
of it.

12.25.2 The appropriate quantities and the amounts due (at such stated prices) for the use of
Employer's Equipment shall be agreed or determined by the Engineer in accordance with
Clause 10.2 (Employer's Claims) and Clause 11.4 (Determinations). The Employer may deduct
these amounts from any moneys due, or to become due, to the Contractor in accordance with
Clause 10.2 (Employer's Claims).

12.25.3 The Employer shall supply the Not Yet Installed Material on Site in quantities that may be
incorporated in the remaining Works (if any) in accordance with the details stated in Schedule
2 (Particulars). The Employer shall, at its risk and cost, provide the Not Yet Installed Material
on Site at the time and place specified in Schedule 2 (Particulars). The Contractor shall then
visually inspect the Not Yet Installed Materials on Site and shall, within seven (7) Days of receipt
of the same, give notice to the Engineer of any defect or default in the Not Yet Installed Materials
on Site. Any amounts due for the Not Yet Installed Materials on Site shall be valued in
accordance with the Unit Rates in Schedule 8 (Schedule of Rates or Bill of Quantities) or as
determined by the Engineer in accordance with Clause 11.4. The Employer shall deduct these
amounts from any moneys due or to become due to the Contractor in accordance with Clause
10.2.

12.25.4 After the visual inspection referred to in Clause 12.25.3, the Not Yet Installed Materials on Site
shall come under the care, custody and control of the Contractor.

12.26 Progress Reports

12.26.1 The Contractor shall prepare and submit daily reports, weekly flash reports, and monthly
progress reports to the Engineer on a Section-by-Section basis and in respect of the whole of
the Works. The number of copies of the progress reports to be submitted to the Engineer is as
set out in Schedule 2 (Particulars). The first report shall cover the period up to the end of the
first week following the Effective Date and shall be submitted to the Employer within seven (7)
Days after the end of the first week following the Effective Date. Reports shall be submitted
daily for the daily reports, weekly for the weekly flash reports, and monthly for the monthly
reports (submitted within seven (7) Days after the end of each month).

12.26.2 Reporting shall continue until the issue of the Performance Certificate.

12.26.3 As further set out in Schedule 9 (Project Controls), each report shall include:

(a) charts and detailed descriptions of progress against the Programme, including
Contractor's Documents, procurement, manufacture, delivery to Site, construction,
erection, testing, commissioning, trial operation and provision of the Operation Service;

(b) photographs showing the status of manufacture and of progress on the Site (all
photographs will be labelled with the date on which they were taken, where they were
taken and what it is that is shown);

(c) for the manufacture of each main item of Plant, Goods and Materials, the name of the
manufacturer, manufacture location, percentage progress, and the actual or expected

10261440338-v8 37 76-40685004
 dates of:

(i) commencement of manufacture;

(ii) Contractor's inspections;

(iii) tests; and

(iv) shipment and arrival at the Site;

(d) the details described in Clause 12.27 (Security of the Site);

(e) copies of quality assurance documents, test results and certificates of Materials;

(f) list of Variations, variation proposals requested by the Engineer which are in the
process of being prepared and/or considered, notices given under Clause 10.2
(Employer's Claims) and notices given under Clause 25.1 (Contractor's Claims);

(g) safety statistics, including details of any hazardous incidents and any activities relating
to environmental aspects and public relations;

(h) comparisons of actual and planned progress, with details of any events or
circumstances which may jeopardise the completion in accordance with the Contract,
and the measures being (or to be) adopted to overcome delays;

(i) a detailed programme showing the timing and sequence of activities to be carried out
over the three (3) month period following the month in which the monthly progress
report is submitted;

(j) the current Contract Price and, where it is stated in Schedule 2 (Particulars) that such
details should be contained in the monthly progress reports, the Cost of the Works
already incurred and the current estimated cost of completing the Works;

(k) notification of any claims which the Contractor anticipates making in the next month;

(l) a status report of any unresolved disputes;

(m) any outstanding information and/or approvals which the Contractor anticipates
requiring from the Engineer or the Employer over the next month; and

(n) operation and maintenance activities of the Contractor.

12.26.4 The Contractor shall submit, to the Engineer, details showing the number of each class of
Contractor's Personnel and number of each type of Contractor's Equipment on the Site. Details
shall be submitted each calendar month, in a form approved by the Engineer, until the
Contractor has completed all work which is known to be outstanding at the completion date
stated in the Taking Over Certificate issued for the Works.

12.27 Security of the Site

Unless otherwise stated in Schedule 2 (Particulars), from the time that the Contractor is given
right of access to the Site pursuant to Clause 10.1 (Right of Access to the Site):

(a) the Contractor shall be responsible for keeping unauthorised persons off the Site; and

(b) authorised persons shall be limited to the Contractor's Personnel and the Employer's
Personnel and to any other personnel notified to the Contractor, by (or on behalf of) the
Employer or the Engineer, as authorised personnel of the Employer and/or Other
Contractors on the Site or personnel of a Governmental Authority or any public or

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 private utility or other undertaking which has any jurisdiction with regard to the Works,
the Operation Service, the Component Project or the Project or with whose systems or
property the Works, the Component Project or the Project is or will be connected.

12.28 Contractor's Operations on Site

12.28.1 The Contractor shall confine its operations to the Site, and to any additional areas off Site which
may be obtained by the Contractor and agreed by the Engineer as working areas. The
Contractor shall take all necessary precautions to keep Contractor's Equipment and
Contractor's Personnel within the Site and these additional areas, and to keep them off adjacent
land.

12.28.2 During the execution of the Works and/or the Operation Service, the Contractor shall keep the
Site free from all unnecessary obstruction, rubbish and construction debris and shall store or
dispose of any Contractor's Equipment or surplus materials. No less frequently than daily, the
Contractor shall clear away and remove from the Site any wreckage, rubbish and Temporary
Works which are no longer required.

12.28.3 Upon the issue of a Taking Over Certificate for a Section of the Works, the Contractor shall
clear away and remove all Contractor's Equipment, surplus Materials, wreckage, rubbish and
Temporary Works relative to that Section of the Works. Upon the issue of a Taking Over
Certificate for the whole of the Works, the Contractor shall clear and remove all remaining
Contractor's Equipment, surplus Materials, wreckage, rubbish and Temporary Works, except
such items necessary for the Operation Service which shall be stored in accordance with the
Specification, and leave the Site and the Works in a clean and safe condition.

12.29 Fossils

12.29.1 All fossils, coins, articles of value or antiquity, and structures and other remains or items of
geological or archaeological interest found on the Site shall be placed under the care and
authority of the Employer. The Contractor shall take reasonable precautions to prevent
Contractor's Personnel or other persons from removing or damaging any of these findings.

12.29.2 The Contractor shall, upon discovery of any such finding, promptly give notice to the Engineer,
who shall issue instructions for dealing with it. If the Contractor suffers critical delay and/or
incurs Cost from complying with the instructions, the Contractor shall give a further notice to
the Engineer and shall be entitled, subject to Clause 16.5 (Extension of Time for Completion),
Schedule 4 (Contract Price, Payment Terms and Payment Schedule), Part 2, paragraph 1
(Contract Price), Clause 25.1 (Contractor's Claims) and Clause 25.2 (Delay Analysis), to:

(a) an extension of the Time for Completion, if the Time for Completion is or will be delayed;
and

(b) payment of any such Cost, which shall be included in the Contract Price,

provided that the Contractor shall not be entitled to relief under this Clause 12.29 during the
execution by the Contractor of the Operation Service.

12.29.3 After receiving notice under Clause 12.29.2, the Engineer shall proceed in accordance with
Clause 11.4 (Determinations) to agree or determine these matters.

12.30 Deleterious Materials

12.30.1 The Contractor shall ensure that no Deleterious Materials:

(a) have been or will be specified by the Contractor for use, or have been or will be used
by the Contractor, in the construction of the Works or any part(s) thereof or in the
operation or maintenance of the same; and

(b) have been and will not be specified for use and have not been and will not be used by

10261440338-v8 39 76-40685004
 others in the construction of the Works or any part(s) thereof or in the operation or
maintenance of the same,

unless in either case otherwise specifically and previously instructed in writing by the Employer.

12.30.2 Where, in the opinion of the Contractor, the abovementioned prohibition may result in a conflict
with any Applicable Laws or where the construction or operation or maintenance of any part or
parts of the Works in accordance with the Contract would be prejudiced through lack of suitable
alternatives, then the Contractor shall immediately notify the Employer in writing specifying the
conflict or prejudice which has arisen and the material or substance which the Contractor
wishes to specify for use and the Contractor shall not specify or use the same without, in each
case, the prior written consent of the Employer.

12.30.3 The Works or any Section thereof shall not be considered completed in accordance with Clause
18 (Employer's Taking Over and Completion of Milestone Works) until the Contractor has
certified in writing to the Employer that it has complied with its obligations under this Clause
12.30 (Deleterious Materials) and the provisions of the Specification relating to Deleterious
Materials and, if applicable, that it warrants it will continue to comply with the same obligations
during the applicable Operation Service Period.

12.31 Other Agreements

12.31.1 Upon being supplied with copies of, or relevant extracts from, any Other Agreement, the
Contractor shall not, by any act or omission on its part, put the Employer in breach of its
obligations under any Other Agreement. The Contractor shall immediately notify the Engineer
in writing if it finds any inconsistency, ambiguity or discrepancy between the Contract and any
Other Agreements the Employer has entered into with third parties relating to the Component
Project or the Project. Upon such notification, the Engineer shall issue any clarification or
instruction necessary to resolve such inconsistency, ambiguity or discrepancy.

12.31.2 To the extent that such clarification or instruction relates to an Other Agreement supplied to the
Contractor prior to the Effective Date, or to the requirement of an Other Agreement which is
reflected in any interface table set out in the Contract, the Contractor shall not be entitled to any
extension of the Time for Completion, reimbursement of additional Cost and/or an adjustment
to the Contract Price.

12.31.3 To the extent that such clarification or instruction does not relate either to an Other Agreement
supplied to the Contractor prior to the Effective Date, or to the requirement of an Other
Agreement which is reflected in any interface table set out in the Contract, and the Contractor
suffers critical delay and/or incurs Cost as a result of complying with such clarification or
instruction, the Contractor shall be entitled, subject to Clause 16.5 (Extension of Time for
Completion), Schedule 4 (Contract Price, Payment Terms and Payment Schedule), Part 1
paragraph 1 (Contract Price), Clause 25.1 (Contractor's Claims) and Clause 25.2 (Delay
Analysis), to:

(a) An extension to the Time for Completion for any such delay, if the Time for Completion
is or will be delayed; and

(b) Payment of any such Cost which shall be added to the Contract Price.

12.31.4 After receiving notice under Clause 12.31.1, the Engineer shall proceed in accordance with
Clause 11.4 (Determinations) to agree or determine these matters.

12.31.5 The Contractor shall at all times act in the best interests of the Employer and shall not cause
the rights of the Employer against any third party to be adversely affected in any way.

12.32 Escrow

12.32.1 This Clause 12.32 (Escrow) shall apply only if it is stated in Schedule 2 (Particulars) that this
Clause 12.32 (Escrow) shall apply. Within fourteen (14) Days of receiving a written request by

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 the Employer, the Contractor shall execute and provide an escrow agreement substantially in
the approved form set out in Appendix 8 (Form of Escrow Agreement).

12.32.2 The Contractor and the Employer mutually undertake to abide by the terms of the executed
escrow agreement and acknowledge that for the purposes of that agreement:

(a) the Source Code Materials, to the extent required by the Employer, shall constitute the
"Material";

(b) this Contract shall constitute the "Licence Agreement"; and

(c) the Software (save for the Employer Intellectual Property), to the extent required by the
Employer, shall constitute the "Package". Each party shall bear their own costs in
relation to the execution and fulfilment of their respective obligations under the escrow
agreement, save however that all the costs of the escrow agent shall be borne by the
Contractor.

12A. DESIGN

12A.1 General Design Obligations

12A.1.1 The Contractor shall carry out, and be responsible for, the design of the Works. Any design
prepared by or on behalf of the Contractor shall be prepared by qualified design professionals
who, if required by the Laws are registered and licensed to carry out work and services in the
Kingdom of Saudi Arabia, and who meet the criteria (if any) stated in the Contract.

12A.1.2 The Contractor undertakes that it and its design Subcontractors, if any, shall be available to
attend discussions with the Engineer at the Site and at such other places as may be required
by the Engineer at all reasonable times throughout the period of the Contract until the expiry of
the relevant Defects Notification Period.

12A.1.3 The Contractor warrants that it and its design Subcontractors, if any, have the experience and
capability necessary for the design, and if necessary under the Applicable Laws, are registered
and licensed to perform the design and engineering of the Works. The Contractor undertakes
that the designer shall be available to attend discussions with the Engineer at the Site and at
such other places as may be required by the Engineer at all reasonable times throughout the
period of the Contract until the expiry of the relevant Defects Notification Period.

12A.1.4 The Employer makes does not warrant any design documentation previously prepared by or
on behalf of the Employer, if any. The Employer does not warrant that information or data
provided by or on behalf of the Employer in relation to the Works, the Site and/or the Project is
correct, complete or exhaustive as concerns its subject matter. The Employer shall not be liable
for any inaccuracy or incompleteness in such information or data, and the Contractor hereby
acknowledges that it may not rely on such information or data and waives any claim against
the Employer in respect of such information or data

12A.2 Submission and Review of Designs

12A.2.1 The design shall be carried out in accordance with the terms of the Contract.

12A.2.2 The Contractor shall submit all design documents and deliverables produced by or on behalf of
the Contractor to the Engineer for review in accordance with the provisions of Clause 13.1
(Contractor's Documents).

13. TECHNICAL REQUIREMENTS

13.1 Contractor's Documents

13.1.1 The Contractor shall prepare all Contractor's Documents with such detail as is reasonably

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 required by the Engineer to comply with the requirements of the Specification and as necessary
and appropriate for the Works and to further illustrate, demonstrate, explain, justify and/or verify
particular aspects or elements of the construction of the Works and/or the fabrication or
manufacture of particular components which are to be incorporated into the Works, prior to the
construction of such Works and/or the fabrication or manufacture of such components.

13.1.2 The Contractor shall also be responsible for ensuring that all Contractor's Documents are free
of errors, omissions, ambiguities, inconsistencies, inadequacies or other defects.

13.1.3 The Contractor shall submit all such Contractor's Documents for review by the Engineer in
accordance with the provisions of the Specification and Schedule 10 (Contractor's Documents)
and any other relevant Contract documents. All deliverables and Contractor's Documents not
specifically referred to in the "Submittal Procedures" set out in the Specification shall be
submitted in accordance with the "Submittal Procedures" set out in the Specification as "Action
Submittals" and shall be subject to the provisions thereof relating to "Action Submittals".

13.1.4 For each part of the Works, and except to the extent that the prior approval or consent of the
Engineer shall have been obtained:

(a) in the case of a Contractor's Document which has (as specified) been submitted for the
Engineer's approval:

(i) the Engineer shall give notice to the Contractor that the Contractor's Document
is approved, with or without comments, or that it fails (to the extent stated) to
comply with the Contract;

(ii) execution of such part of the Works shall not commence until the Engineer has
approved the Contractor's Document; and

(iii) the Engineer shall be deemed to have approved the Contractor's Document
upon the expiry of the review periods for all the Contractor's Documents which
are relevant to the execution of such part, unless the Engineer has previously
notified otherwise in accordance with sub-paragraph (i);

(b) execution of such part of the Works shall not commence prior to the expiry of the review
periods for all the Contractor's Documents which are relevant to its execution;

(c) execution of such part of the Works shall be in accordance with these reviewed (and, if
specified, approved) Contractor's Documents; and

(d) if the Contractor wishes to modify any design or document which has previously been
submitted for review (and, if specified, approval), the Contractor shall immediately give
notice to the Engineer. Thereafter, the Contractor shall submit revised documents to
the Engineer in accordance with the above procedure.

13.1.5 If the Engineer instructs that further Contractor's Documents are required to comply with the
suitability of any design, the Contractor shall prepare them promptly.

13.1.6 Any such approval or consent, or any review (under this Clause or otherwise), shall not relieve
the Contractor from any obligation or responsibility and shall not entitle the Contractor to any
extension of the Time for Completion, reimbursement of additional Cost and/or an adjustment
to the Contract Price.

13.2 Models, Mock Ups and Samples

13.2.1 The Contractor shall be responsible for procuring:

(a) whatever Models, Mock Ups and Samples may be stipulated by the Specification (if
any); and

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 (b) whatever other Models, Mock Ups and Samples it may be necessary or appropriate for
the Engineer (as determined by the Engineer from time to time) to consider during the
procurement process, and for arranging for the Engineer to inspect and consider the
same at appropriate times during the procurement process in order to ensure that what
is proposed by the Contractor is considered satisfactory by the Engineer and with the
intention that once accepted by the Engineer such Models, Mock Ups and Samples
shall be used as benchmarks for the future procurement of such Goods and for
assessing the standards and quality of Goods, work and/or workmanship subsequently
used or incorporated in the Works.

13.2.2 The Contractor shall submit all Models, Mock Ups and Samples to the Engineer for review in
accordance with the processes set out in the Specification and Schedule 10 (Contractor's
Documents), and shall ensure that all Models, Mock Ups and Samples submitted for review are
compliant, consistent and compatible with the Specification.

13.3 Product Data

13.3.1 The Contractor's submissions under Clause 12A.2 (Submission and Review of Designs) and
Clause 13 (Technical Requirements) shall where necessary and appropriate be accompanied
by available Product Data so that the Employer may know and understand the characteristics
of the Plant, equipment, Goods, and Materials which the Contractor proposes using and/or
incorporating into the Works.

13.3.2 The Contractor shall be responsible for ensuring that all Product Data is compliant, consistent
and compatible with the Specification.

13.4 Contractor's Undertaking

Without prejudice to the foregoing, if the Contractor commences construction of any portion of
the Works for which deliverables produced by or on behalf of the Contractor, Contractor's
Documents, Models, Mock Ups and Samples or Product Data is required, before such
submission has been reviewed in accordance with Clause 12A.2 (Submission and Review of
Designs), Clause 13 (Technical Requirements), the Specification and Schedule 10
(Contractor's Documents), the Contractor commences construction of such portion of the
Works entirely at its own risk.

13.5 Technical Standards and Regulations

13.5.1 Unless otherwise instructed by the Engineer, the Contractor's Documents, and execution of the
Works and the completed Works and Sections and, if instructed, the Operation Service shall
comply with the Country's technical standards (as a minimum), other standards outlined in the
Specification and all Applicable Laws. In the event of any inconsistency, ambiguity, conflict or
discrepancy between the terms of any standard or between the standards referred to in this
Clause 13.5.1, the Contractor shall refer such inconsistency, ambiguity, conflict or discrepancy
to the Engineer who shall issue any clarification or instruction necessary to resolve such
inconsistency, ambiguity, conflict or discrepancy. The Contractor shall not be entitled to any
extension of the Time for Completion, reimbursement of additional Cost and/or an adjustment
to the Contract Price as a consequence of such clarification or instruction.

13.5.2 All Applicable Laws referred to in Clause 13.5.1 shall, in respect of the Works and/or the
Operation Service, be those prevailing when the Works or Section are Taken Over by the
Employer under Clause 18 (Employer's Taking Over and Completion of Milestone Works).
References in the Contract to published standards shall be understood to be references to the
edition applicable on the date on which the relevant element of the Works and/or the Operation
Service was executed, unless stated otherwise or otherwise instructed by the Engineer.

13.5.3 If changed or new applicable standards come into force in the Country after the relevant
element of the Works and/or the Operation Service has been executed, the Contractor shall
give notice to the Engineer and (if appropriate) submit proposals for compliance. In the event
that:

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 (a) the Engineer determines that compliance is required; and

(b) the proposals for compliance constitute a Variation,

then the Engineer shall instruct a Variation in accordance with Clause 20 (Variations
and Adjustments), provided always that where the coming into force of changed or new
applicable standards after the relevant element of the Works and/or the Operation
Service has been executed was or should have been reasonably foreseeable by the
Contractor prior to the time at which the relevant element of the Works and/or the
Operation Service was executed, the Contractor shall not be entitled to any extension
of the Time for Completion, recovery of additional Cost or increase in the Contract Price
by reason of such Variation.

13.6 Training

The Contractor shall carry out the training of Employer's Personnel and, if so requested by the
Employer, any personnel of any Third Party, Governmental Authority, Utility Company or
Tenant, in the operation and maintenance of any aspect of the Works, to the extent specified
in the Specification. If the Contract specifies training that must be carried out before any part of
the Works is Taken Over, the Works or a Section (as the case may be) shall not be considered
to have achieved Substantial Completion for the purpose of being Taken Over under Clause
18 (Employer's Taking Over and Completion of Milestone Works) until this training has been
completed and certified as such by the Engineer.

13.7 As-built Documents

13.7.1 The Contractor shall prepare and keep up-to-date a complete set of "as-built" records of the
execution of the Works, showing the exact as-built locations, sizes and details of the Works as
executed, as set out in the Specification and as may be required from time to time by the
Employer, any Consultant, any relevant Governmental Authority and/or any relevant Utility
Company, which shall include:

(a) the depths of various elements of foundation in relation to ground floor datum;

(b) horizontal and vertical locations of underground services, utilities and appurtenances,
referenced to permanent surface improvements;

(c) the location of internal services, utilities and appurtenances and accessible features of
the structure;

(d) Site changes to dimensions and detail;

(e) changes made and/or confirmed by Variation Orders; and

(f) any other matters specified as being required by the Specification.

13.7.2 The Contractor shall also ensure that specifications and addenda are clearly marked up to
record (among other things):

(a) the manufacturer, trade name, catalogue number and supplier of each item of Plant
and/or equipment actually installed; and

(b) changes made and/or confirmed by Variation Orders.

13.7.3 These records shall be kept on the Site and shall be used exclusively for the purposes of the
Works and Component Project, and copies shall be supplied to the Employer prior to the
commencement of the Tests Prior to Completion in accordance with the specific requirements
of the Specification.

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13.7.4 The Contractor shall submit to the Engineer the as-built drawings for review and acceptance in
accordance with the process for review and acceptance of Contractor's Documents set out in
the Specification and Schedule 10 (Contractor's Documents). The as-built drawings will comply
with the details set out in the Specification.

13.7.5 Prior to the issue of any Taking Over Certificate, the Contractor shall supply to the Engineer the
specified numbers and types of copies of the relevant as-built drawings, in accordance with the
Specification. The Works or a Section (as the case may be) shall not be considered to have
achieved Substantial Completion for the purposes of being Taken Over under Clause 18.1
(Taking Over of the Works and Sections) until the Engineer receives these documents.

13.7.6 The Contractor shall promptly submit to the Engineer updated as-built drawings upon the
rectification of any defects notified to the Contractor during the Defects Notification Period for
the Engineer's review in accordance with the process for review of Contractor's Documents set
out in the Specification and Schedule 10 (Contractor's Documents) with such changes to those
provisions as are necessary to relate to the as-built drawings.

13.8 Operation and Maintenance Manuals

13.8.1 Prior to commencement of the Tests Prior to Completion (save where the Engineer instructs
otherwise), the Contractor shall supply to the Engineer provisional operation and maintenance
manuals in accordance with the Specification and in sufficient detail for the Engineer, the
Employer, any relevant Governmental Authority, Utility Company, operator or Tenant to operate,
maintain, dismantle, reassemble, adjust and repair the respective parts of the Works or a
Section (as the case may be) (the "Operation and Maintenance Manuals"). The form and
numbers of such Operation and Maintenance Manuals is as set out in the Specification and
shall be provided in both English and Arabic languages.

13.8.2 The Works or a Section (as the case may be) shall not be considered to have achieved
Substantial Completion for the purposes of being Taken Over under Clause 18.1 (Taking Over
of the Works and Sections) until the Engineer has received and approved final Operation and
Maintenance Manuals in the required detail as set out in the Specification, and any other
manuals specified in Schedule 2 (Particulars) for these purposes.

13.9 Errors

If errors, omissions, ambiguities, inconsistencies, conflicts, inadequacies or other defects are

found in any Contractor's Documents, they and the Works shall be corrected at the Contractor's
cost, notwithstanding any consent, acceptance or approval under this Clause 13 (Technical
Requirements).

14. STAFF AND LABOUR

14.1 Engagement of Staff and Labour

Except as otherwise stated in the Specification, the Contractor shall make arrangements for
the engagement of all staff and labour, local or otherwise, and for their payment, housing,
feeding and transport.

14.2 Rates of Wages and Conditions of Labour

The Contractor shall pay rates of wages, and observe conditions of labour, which are compliant
with the Labour Law and not lower than those established for the trade or industry where the
work is carried out. If no established rates or conditions are applicable, the Contractor shall pay
rates of wages and observe conditions which are not lower than the general level of wages and
conditions observed locally by employers whose trade or industry is similar to that of the
Contractor and who are subject to the same Labour Law. The Contractor shall include as a
condition of employment the cost of any repatriation to home country in the event of the death
of any employee.

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14.3 Persons in the Service of Others

The Contractor shall not recruit, or attempt to recruit, staff and labour from among the
Employer's Personnel.

14.4 Labour Laws

14.4.1 The Contractor shall comply with all labour related Applicable Laws relevant to the Contractor's
Personnel, including the Labour Law, and any other Applicable Laws relating to their
employment, health, safety, welfare, immigration, work permitting and emigration, and shall
allow them all their legal rights.

14.4.2 The Contractor shall ensure that its employees obey all Applicable Laws, including those
concerning safety at work.

14.4.3 The Contractor shall be responsible for making all arrangements and obtaining all visas, work
permits and immigration approvals as may be necessary for any personnel who are not Saudi
nationals to enter and work in the Country in connection with the execution of the Works and/or
the Operation Service.

14.5 Working Hours

14.5.1 The Contractor shall have due and proper regard to all nationally recognised festivals, Days of
rest and religious or other customs.

14.5.2 No work shall be carried out on the Site on nationally recognised festivals, Days of rest and
religious or other customs, or outside normal working hours, unless:

(a) otherwise stated in Schedule 2 (Particulars);

(b) the Engineer consents; or

(c) the work is unavoidable, or necessary for the protection of life or property or for the
safety of the Works, in which case the Contractor shall immediately advise the Engineer.

14.5.3 The Contractor agrees that it has allowed for the provisions of this Clause 14.5 (Working Hours)
in the Contract Price.

14.6 Facilities for Staff and Labour

14.6.1 The Contractor acknowledges and agrees with the critical importance of accommodation and
welfare facilities for the Contractor's Personnel. Except as otherwise stated in the Specification,
the Contractor shall provide and maintain all necessary accommodation and welfare facilities
for the Contractor's Personnel. Such accommodation and welfare facilities must comply with all
Applicable Laws and Best Practice in the Country. The Contractor shall also provide facilities
for the Employer's Personnel as stated in the Specification.

14.6.2 Worker Community Comprehensive Statement

(a) this Clause 14.6.2 shall apply only if it is stated in Schedule 2 (Particulars) that this
Clause 14.6.2 shall apply;

(b) no later than thirty (30) Days after the Effective Date the Contractor shall prepare and
submit to the Engineer for its approval a comprehensive statement setting out the
detailed arrangements for accommodation and welfare facilities for the Contractor's
Personnel which are to be situated in the Kingdom of Saudi Arabia, as amended from
time to time (the "Worker Community Comprehensive Statement");

(c) the Worker Community Comprehensive Statement shall include the following:

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 (i) clear details of the type, density, room size, population and living space
provided;

(ii) clear details of sanitary facilities, cooking arrangements and social rest and
relaxation space;

(iii) clear details of medical, educational and IT communication services provided;

(iv) a monitoring and inspection regime giving the Employer and/or the Engineer
monthly updates on standards and allowing for random without notice
inspections;

(v) a proposal for continuous improvement in standards year on year during the
Time for Completion along with a system of key performance indicators which
allow for correction notices and capture of poor performance data leading to
deductions under the payment arrangements; and

(vi) an acknowledgement that the Engineer, where it becomes aware of a non-

compliance with the Comprehensive Statement, may directly intervene and
instruct corrective action at the cost of the Contractor,

(d) the Engineer will review the Worker Community Comprehensive Statement and either
agree it or request changes which the Contractor shall make. If the Engineer does
request changes, such requested changes shall not exceed the requirements of
Applicable Laws and Best Practice in the Kingdom of Saudi Arabia for worker
accommodation and welfare facilities. Once agreed the Worker Community
Comprehensive Statement will form part of the Contract and the Contractor shall
comply with it. Upon each anniversary of the Effective Date, the Engineer and the
Contractor shall review the Worker Community Comprehensive Statement and agree
in a collaborative manner changes to the statement based on the experience of
operating the accommodation and welfare facilities over the preceding twelve month
period.

14.7 Health and Safety of Personnel

14.7.1 The Contractor shall at all times take all steps reasonably necessary to maintain the health and
safety of the Contractor's Personnel. In collaboration with local health authorities, the Contractor
shall ensure that medical staff, first aid facilities, sick bay and ambulance services are available
at all times at the Site and at any accommodation for Contractor's Personnel and Employer's
Personnel, and that suitable arrangements are made for all necessary welfare and hygiene
requirements and for the prevention of epidemics.

14.7.2 The Contractor shall appoint an accident prevention officer at the Site, responsible for
maintaining safety and protection against accidents. This person shall be qualified for this
responsibility, and shall have the authority to issue instructions and take protective measures
to prevent accidents. Throughout the execution of the Works and/or the Operation Service, the
Contractor shall provide whatever is required by this person to exercise this responsibility and
authority.

14.7.3 The Contractor shall send to the Engineer details of any accident as soon as practicable after
its occurrence. The Contractor shall maintain records and make reports concerning health,
safety and welfare of persons, and damage to property, as the Engineer may reasonably require.

14.8 Contractor's Superintendence

14.8.1 Throughout the execution of the Works and/or the Operation Service, and as long thereafter as
is necessary to fulfil the Contractor's obligations, the Contractor shall provide all necessary
superintendence to plan, arrange, direct, manage, inspect and test the Works and/or the
Operation Service.

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14.8.2 Superintendence shall be given by a sufficient number of persons having appropriate
experience of constructing works, or operating and maintain works, similar to the Works and
knowledge of the language for communications (defined in Clause 33 (Language)) and of the
operations to be carried out (including the methods and techniques required, the hazards likely
to be encountered and methods of preventing accidents), for the satisfactory and safe execution
of the Works and/or the Operation Service.

14.8.3 The Contractor shall provide the Engineer with detailed curricula vitae for each of the project
managers and construction managers involved in the management and superintendence of the
Works and/or the Operation Service on Site, including details of qualifications and relevant
experience, for review and approval by the Engineer.

14.9 Contractor's Personnel

14.9.1 The Contractor's Personnel shall be appropriately qualified, skilled and experienced in their
respective trades or occupations.

14.9.2 Without prejudice to the generality of Clause 14.9.1, the persons named in Schedule 2
(Particulars) shall be appointed by the Contractor as key personnel for the purpose of the
execution of the Works and/or the Operation Service, and shall carry out the specific functions
indicated next to their names in Schedule 2 (Particulars). The Contractor shall ensure that the
key personnel are available and have sufficient capacity to properly fulfil their specific functions
for the duration of the Contract (unless otherwise agreed with or directed by the Engineer). The
Contractor shall not remove or replace any of the key personnel referred to in this Clause 14.9.2
or any replacements appointed in accordance with the Contract, without the prior consent in
writing of the Engineer.

14.9.3 The Engineer may require the Contractor to remove (or cause to be removed) any key
personnel or any other person employed on the Site or the Works and/or the Operation Service,
including the Contractor's Representative if applicable, who in the reasonable opinion of the
Engineer:

(a) persists in any misconduct or lack of care;

(b) carries out duties incompetently or negligently;

(c) fails to conform with any provisions of the Contract; or

(d) persists in any conduct which is prejudicial to safety, health, or the protection of the
Environment.

14.9.4 If appropriate, or in the case of any key personnel, immediately following any such removal, the
Contractor shall then appoint (or cause to be appointed) a suitable replacement person.

14.9.5 The Contractor shall not be entitled to any extension of the Time for Completion or payment of
any costs as a result of the removal and replacement of any Contractor's Personnel.

14.9.6 No later than thirty (30) Days after the Effective Date, the Contractor shall prepare and submit
to the Engineer for its approval a comprehensive statement setting out arrangements for
maximising the opportunities available to Saudi nationals by way of training, education,
secondments, direct employment and other benefits to the local community (the "Local Benefit
Comprehensive Statement").

14.9.7 The Local Benefit Comprehensive Statement shall include the following:

(a) a monitoring and inspection regime giving the Engineer updates every six (6) months
on compliance with the Local Benefit Comprehensive Statement; and

(b) a system of key performance indicators which allow for correction notices and capture
of poor progress leading to deductions under the payment arrangements.

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14.9.8 The Engineer will review the Local Benefit Comprehensive Statement and either agree it or
request reasonable changes which the Contractor shall make. Once agreed the Local Benefit
Comprehensive Statement will form part of the Contract and the Contractor shall comply with
it. Upon each anniversary of the Effective Date, the Engineer and the Contractor shall review
the Local Benefit Comprehensive Statement and agree in a collaborative manner changes to
the Local Benefit Comprehensive Statement based on the experience over the preceding
twelve month period.

14.10 Disorderly Conduct

14.10.1 The Contractor shall at all times take all reasonable precautions to prevent any unlawful, riotous
or disorderly conduct by or among the Contractor's Personnel, and to preserve peace and
protection of persons and property on and near the Site.

14.10.2 The Contractor shall forthwith dismiss any Contractor employee or require the dismissal of any
Subcontractor employee:

(a) guilty of disorderly conduct and/or any dishonesty or attempted dishonesty in its
relations with the Employer or any Employer's Personnel;

(b) and/or who disobeys Applicable Laws or requirements applicable to the Works and/or
the Operation Service; and/or

(c) who causes or attempts to cause trouble or unrest amongst the labour force.

14.11 Water

The Contractor shall provide and maintain on the Site a readily available, continuous and
appropriate supply of potable and other water for the welfare and hygiene of persons working
on the Site.

14.12 Prohibited Activities

14.12.1 The Contractor shall not import, sell, give, barter or otherwise dispense or dispose of any
alcohol, liquor, or drugs, or permit or suffer any importation, sale, gift, barter or disposal by any
of the Contractor's Personnel or Subcontractors, their agents or representatives.

14.12.2 The Contractor shall not import, sell, give, barter or otherwise dispose of any arms or
ammunition of any kind or permit or suffer any importation, sale, gift, barter or disposal by any
of the Contractor's Personnel or Subcontractors, their agents or representatives.

14.13 Disease

14.13.1 In the event of any outbreak of illness of an epidemic nature, the Contractor shall comply with
Applicable Laws and implement such regulations, instructions, orders, decrees and/or
stipulations as may be made or issued by any and all relevant Governmental Authorities or local
medical or sanitary authorities for the purposes of dealing with and alleviating the same.

14.13.2 The Contractor shall report the illness of any of the Contractor's Personnel and of any agents
or employees of its Subcontractors to the nearest doctor and also the absence from work or
transfer due to illness of any such persons and maintain a record for inspection by the Engineer.

14.14 Sanitary Facilities

14.14.1 Sanitary conveniences for the use of the Contractor's Personnel and Subcontractors shall be
provided and maintained by the Contractor to the extent, and in such a manner, and at such
places around the Site as shall be approved by the Engineer and the relevant Governmental
Authorities, and all persons involved in the construction of the Works and/or performance of the
Operation Service on the Site shall be obliged to use them. The Contractor shall make all

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 temporary arrangements for the proper discharge or removal of sewage and drainage from the
Site and shall maintain the same to the satisfaction of the Engineer and the relevant
Governmental Authorities.

14.14.2 Separate sanitary facilities shall be provided and maintained by the Contractor for the
Employer's Personnel and the Consultants and these shall be kept clean and locked at all times.
The Contractor shall provide individual keys to those who are entitled to use such facilities.

14.15 Political Activities

The Contractor will not participate in and shall use reasonable endeavours to ensure that none
of the Contractor's Personnel or Subcontractors or any of their agents or employees participate
in any political or quasi-political activities whilst they are resident in or visiting the Kingdom of
Saudi Arabia.

14.16 Security Checks

14.16.1 The Contractor shall comply with all security requirements set out in the in the Specification and
Schedule 14 (Employer's Health and Safety Regulations/Codes).

14.16.2 The Contractor shall make due allowance in respect of security checks and access passes to
be provided for Contractor's Personnel and Employer's Personnel.

14.16.3 The Contractor is fully responsible and shall bear all expenses and pay all charges for obtaining
all the necessary access passes to enable it to proceed with the execution and completion of
the Works and/or the Operation Service and the remedying of any defects.

15. PLANT, MATERIALS AND WORKMANSHIP

15.1 Manner of Execution

The Contractor shall manufacture and/or provide the Plant, manufacture and/or provide the
Materials, and execute the Works in the manner specified in the Contract.

15.2 Inspection

15.2.1 Subject to the provisions of Clause 12.12 (Health and Safety Procedures) and Clause 14.7
(Health and Safety of Personnel) the Employer, the Engineer, Employer's Personnel, the
personnel of any relevant Governmental Authority, and/or Utility Company, the Consultants,
and any other person from time to time notified to the Contractor by the Engineer shall at all
reasonable times:

(a) have full access to all parts of the Site and other places where the Works and/or any
constituent elements of the Works are being carried out and to all places from which
natural Materials are being obtained; and

(b) during production, manufacture and construction, be entitled to examine, inspect,

measure and test the materials and workmanship, and to check the progress of the
production, manufacture and construction of Plant and/or Materials (as appropriate)
wherever such Plant and/or Materials are being produced, manufactured, constructed
and/or tested.

15.2.2 The Contractor shall give the Employer, the Engineer, Employer's Personnel, the personnel of
any relevant Governmental Authority, and/or Utility Company, the Consultants, and any other
person from time to time notified to the Contractor by the Employer, full opportunity to carry out
the activities set out in Clause 15.2.1(b), including providing access, facilities, permissions and
safety equipment. No such activity shall relieve the Contractor from any obligation or
responsibility.

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15.2.3 In respect of the work which the Employer, the Engineer, Employer's Personnel, the personnel
of any relevant Governmental Authority, and/or Utility Company, the Consultants and any other
person from time to time notified to the Contractor by the Employer, are entitled to examine,
inspect, measure and/or test, the Contractor shall give prompt notice to the Engineer whenever
any such work is ready and before it is covered up, put out of sight, or packaged for storage or
transport. The Engineer, the Employer, Employer's Personnel, the personnel of any relevant
Governmental Authority and/or Utility Company, the Consultants or such other person notified
to the Contractor shall then either carry out the examination, inspection, measurement or testing
without unreasonable delay, or promptly give notice to the Contractor that such examination,
inspection, measurement or testing is not required.

15.2.4 Where:

(a) the Contractor fails to give the notice referred to in Clause 15.2.3; or

(b) the Engineer has reasonable grounds for believing that the Works, which has been
covered-up is defective or non-compliant,

then, if so instructed by the Engineer, the Contractor shall uncover any parts of the Works. The
Contractor shall thereafter reinstate and make good such parts of the Works to the Engineer's
satisfaction. All costs shall be bore by the Contractor and the Contractor shall not be entitled to
any extension of the Time for Completion.

15.2.5 The Contractor shall allow and facilitate inspections by Governmental Authorities, the Employer
and Utility Companies and shall be responsible for the payment of any fees in respect thereof.

15.3 Testing

15.3.1 This Clause 15.3 (Testing) shall apply to all tests specified in the Contract and any and all tests
required by any Governmental Authorities and/or any Utility Company or other undertaking
which has any jurisdiction with regard to the Works, the Component Project and/or the Project
or with whose systems or property the Works, the Component Project and/or the Project is, or
will, be connected.

15.3.2 The Contractor shall provide all apparatus, assistance, documents and other information,
electricity, equipment, fuel, consumables, instruments, labour, materials, and suitably qualified
and experienced staff, as are necessary to carry out the specified tests efficiently. The
Contractor shall advise the Employer and the Engineer in writing of any testing agency, facility
and/or laboratory which the Contractor proposes using. The Contractor's choice of testing
agency, facility and/or laboratory shall be subject to approval by the Employer and the Engineer.
The Contractor shall agree, with the Engineer, the time and place for the specified testing of
any Plant, Materials and other parts of the Works.

15.3.3 The Engineer may vary the agreed location or details of specified tests, or instruct the
Contractor to carry out additional tests by issuing a Variation Order in accordance with Clause
20 (Variations and Adjustments). If these varied or additional tests show that the tested Plant,
Materials or workmanship is not in accordance with the Contract, the time and cost implications
of carrying out this Variation shall be borne by the Contractor, notwithstanding other provisions
of the Contract.

15.3.4 The Contractor shall provide the Engineer with written confirmation of the agreed time and place
for testing at least seven (7) Days (in the case of on Site tests) or twenty-one (21) Days (in the
case of off Site tests) (subject to any timescales referred to in Clause 17.1.2) prior to the carrying
out of such testing.

15.3.5 The Contractor shall promptly forward to the Employer and the Engineer duly certified reports
of the tests. When the specified tests have been passed, the Engineer shall endorse the
Contractor's test certificate, or issue a certificate to the Contractor, to that effect.

15.3.6 If the Engineer does not attend at the time and place agreed, the Contractor may proceed with

10261440338-v8 51 76-40685004
 the tests and shall promptly forward to the Employer and the Engineer duly certified reports of
the tests. The Engineer shall assess these reports and notify the Contractor whether he accepts
the results of the tests. If the Engineer does not accept the results, the Engineer may require
the Contractor to repeat the tests.

15.3.7 The Contractor shall not be entitled to any extension of the Time for Completion, reimbursement
of additional Costs and/or adjustment to the Contract Price in respect of the repeated tests.

15.3.8 If it is not possible for the tests to be repeated under Clause 15.3.6 because part of the Works
has been covered up since the original tests were completed, the Engineer may instruct the
Contractor to uncover that part of the Works in order to repeat the tests and such instruction
shall be a Variation.

15.3.9 Not later than sixty (60) Days before giving to the Employer any notice referred to in Clause
15.3.4 and Clause 17.1.2 of the date after which the Contractor shall be ready to carry out any
of the testing, the Contractor shall provide to the Engineer for the Engineer's approval detailed
procedures for the carrying out of the relevant testing, including details of the criteria for the
passing of the testing, if the same are not set out in the Specification. The Contractor shall
amend such procedures as reasonably required by the Engineer and resubmit the procedures
as many times as shall be necessary until the Engineer approves the procedures.

15.4 Rejection

15.4.1 If, as a result of any examination, inspection, measurement or testing, any Plant, Materials, or
workmanship is found to be defective or otherwise not in accordance with the Contract, the
Engineer may reject the Plant, Materials, or workmanship by giving notice to the Contractor,
with reasons. The Contractor shall then promptly make good the defect and ensure that the
rejected item complies with the Contract.

15.4.2 If the Engineer requires the rejected Plant, Materials, or workmanship to be retested, the tests
shall be repeated under the same terms and conditions. If the rejection and retesting cause the
Employer to incur additional costs, the Contractor shall subject to Clause 10.2 (Employer's
Claims), pay these costs to the Employer.

15.4.3 The Contractor shall not be entitled to any extension of any Time for Completion,
reimbursement of additional costs and/or adjustment to the Contract Price in respect of the
rejection of defective Plant, Materials, or workmanship, the making good of defects and/or
retesting of Plant, Materials, or workmanship pursuant to this Clause 15.4 (Rejection).

15.4.4 As an alternative to rejecting Plant, Materials, or workmanship which cannot practicably or

economically be made good or replaced, the Engineer may (in its absolute discretion and
without any obligation) elect to accept the defective Plant, Materials, or workmanship on the
basis of an appropriate deduction from sums otherwise due to the Contractor which shall,
subject to Clause 10.2 (Employer's Claims), be determined in accordance with Clause 11.4
(Determinations).

15.5 Remedial Work

15.5.1 Notwithstanding any previous test or certification, the Engineer may instruct the Contractor to:

(a) remove from the Site and replace any Plant or Materials which is not in accordance
with the Contract;

(b) remove and re-execute any other work which is not in accordance with the Contract;
and

(c) execute any work which is urgently required for the safety of the Works, whether
because of an accident, unforeseeable event or otherwise.

15.5.2 The Contractor shall not be entitled to any extension of the Time for Completion, reimbursement

10261440338-v8 52 76-40685004
 of additional costs and/or adjustment to the Contract Price in respect of compliance with such
instruction under Clause 15.5.1.

15.5.3 If the Contractor fails to comply with any such instruction pursuant to Clause 15.5.1, the
Employer shall be entitled to employ and pay other persons to carry out the work. Except to the
extent that the Contractor would have been entitled to payment for the work, the Contractor
shall, subject to Clause 10.2 (Employer's Claims), pay to the Employer all costs arising from
this failure.

15.6 Ownership of Plant and Materials

15.6.1 Each item of Plant and Materials shall, to the extent consistent with Applicable Laws, become
the property of the Employer, free from any Encumbrances, at whichever is the earlier of the
following times:

(a) when it is delivered to the Site;

(b) when the Contractor is entitled to payment of the value of the Plant and Materials in
accordance with Schedule 11 (Contract Programme/ Milestones).

15.6.2 However, the Contractor shall remain responsible for the care, custody, safe keeping, protection
and insurance of such Plant and Materials until such time as the Engineer issues a Taking Over
Certificate in respect of the part or parts of the Works in which such Plant or Materials are used
or incorporated. Thereafter the provisions of Clause 24.2 shall apply.

15.6.3 The obligation imposed on the Contractor under Clause 15.6.2 shall apply irrespective of the
date on which title to a part of the Works passes to the Employer.

15.6.4 The Contractor shall indemnify and keep indemnified the Employer against any claims, losses
or damage arising from any defect in title or encumbrance, charge or lien upon any Plant or
Material supplied pursuant to the Contract.

15.6.5 Without limiting the generality of Clause 15.6.2, the Contractor shall be responsible for the care,
custody and control of any item brought onto the Site by the Contractor for performance of the
Works, any Temporary Work, appliance or thing used in performing or completing the Works
but which does not form part of the Works and any item agreed in writing to be entrusted to the
Contractor.

15.7 Royalties

Unless otherwise stated in Schedule 2 (Particulars), the Contractor shall pay all royalties, rents
and other payments for:

(a) natural Materials obtained from outside the Site;

(b) the disposal of material from demolitions and excavations and of other surplus material
(whether natural or man-made), except to the extent that disposal areas within the Site
are specified in the Contract; and

(c) all other royalties, rents and other payments which may be payable to third parties in
respect of the Works.

16. COMMENCEMENT, DELAYS AND SUSPENSION

16.1 Commencement of Works

16.1.1 The Contractor shall commence execution of the Works as soon as is reasonably practicable
after the Commencement Date. The Contractor shall progress the Works with due expedition
and without delay.

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16.1.2 If, for whatever reason, the Contractor is unable or fails to make a material start to the Works
on Site within sixty (60) Days of being provided with right of access to the Site pursuant to
Clause 10.1 (Right of Access to the Site) or, if having commenced the Works on Site the
Contractor is unable or fails to proceed with the Works with due expedition and without delay,
the Employer shall be entitled to terminate the Contract pursuant to Clause 22.2 (Termination
by Employer for Contractor Default).

16.2 Time for Completion

16.2.1 The Contractor shall achieve Substantial Completion of the whole of the Works and of each
Section (as the case may be) and complete the whole of the Works and each Section (as the
case may be), within the respective Time(s) for Completion, which shall include:

(a) achieving the passing of the Tests Prior to Completion; and

(b) completing all work, passing all tests, rectifying all defects and providing all
documentation which are stated in the Contract as being required for Substantial
Completion of the Works or Section to be considered by the Engineer to be completed
for the purposes of being Taken Over pursuant to Clause 18.1 (Taking Over of the
Works and Sections), save for those items acknowledged by the Engineer as being
incomplete on the relevant Taking Over Certificate which shall be completed as
required by the Engineer.

16.2.2 The Contractor shall complete the relevant Milestone Works by the corresponding Time for
Completion for each Milestone, including:

(a) achieving the passing of any Tests Prior to Completion applicable for the Milestone;
and

(b) completing all work, passing all tests, rectifying all defects and providing all
documentation which are stated in the Contract as being required for the Milestone.

16.3 Programme

16.3.1 The Contractor shall comply with the provisions set out in Schedule 3 (Scope of Works) and
Schedule 16 (Scope of Operation Service). Based on the Contract Programme set out in
Schedule 11 (Contract Programme/ Milestones) and having due regard to the Time for
Completion, the Contractor shall submit its Preliminary Programme referred to in the Project
Controls Requirements set out at Schedule 9 (Project Controls) to the Engineer for approval
(and if necessary, shall resubmit its Preliminary Programme to the Engineer as many times as
may be required by the Engineer until the Preliminary Programme has been approved by the
Engineer).

16.3.2 Any requirement in Schedule 9 (Project Controls) that the Contractor shall submit any
Programme to the Engineer within a stated number of Days or calendar Days from or after the
execution of the Contract shall be deemed to be a provision that the Contractor shall submit the
relevant Programme to the Engineer within such number of Days after the Effective Date.

16.3.3 Subject to its other obligations under the Contract, the Contractor shall proceed in accordance
with the approved Baseline Programme.

16.3.4 The Contractor shall promptly give notice to the Engineer of specific probable future events or
circumstances which may adversely affect or delay the execution of the Works and/or the
Operation Service. In this event, or if the Engineer gives notice to the Contractor that the
Programme fails (to the extent stated) to comply with the Contract and/or what the Engineer
and the Contractor may have discussed and agreed in relation to submissions under Clause
13 (Technical Requirements) and the Specification, or to be consistent with actual progress and
the Contractor's stated intentions, the Contractor shall submit a revised Programme to the
Engineer in accordance with this Clause 16.3 (Programme). Such revised Programme shall
supersede and replace the previous Programme.

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16.3.5 Access in Phases

(a) This Clause 16.3.5 shall apply only if it is stated in Schedule 2 (Particulars) that this
Clause 16.3.5 shall apply. The "Preliminary Programme", "Baseline Programme" and
"Progress Programmes" referred to in Schedule 9 (Project Controls) shall set forth:

(i) the sequence of access to the various parts of the Site which the Contractor
shall require;

(ii) the anticipated dates on which the Contractor shall require access to the
various parts of the Site;

(iii) the duration of the access required for each part of the Site;

(iv) the period of notice which the Contractor shall give to the Employer that it will
require access to each part of the Site. No such period of notice shall be less
than six (6) calendar weeks; and

(v) the anticipated commencement date for the Operation Service Period(s).

(b) In preparing the "Preliminary Programme", "Baseline Programme" and "Progress

Programmes" referred to in Schedule 9 (Project Controls), the Contractor shall take full
account of any scheduling and sequencing constraints set out in the Scope of Work
and the Specification.

(c) Notwithstanding any approval of the Programme by the Engineer, the matters referred
to in Clause 16.3.5(a) shall be subject to revision by the Employer at the Employer's
absolute discretion if such revision is required in consequence of operational issues.

(d) A revision made by the Employer to any matter referred to in Clause 16.3.5(a) shall not
represent a Variation. The Contractor shall have no claim for extension of any Time for
Completion or for recovery of additional Cost, profit or contribution to overheads in
consequence of a revision made by the Employer to any matter referred to in Clause
16.3.5(a) save where the revision made by the Employer shall require:

(i) the duration of the period of access to the relevant part of the Site to extend
past the relevant Time for Completion; or

(ii) reduction in the duration of the period of access shown on the Programme for
any part of the Site, which reduction directly causes the Contractor to incur
additional Cost.

(e) In the event that the Contractor suffers additional Cost in consequence of the matters
set out in Clauses 16.3.5(d)(i) and 16.3.5(d)(ii) the Contractor shall not be entitled to
recovery of additional profit or contribution to overheads.

16.4 Recovery of Delays

16.4.1 If, at any time:

(a) the Engineer considers (acting reasonably) that actual progress is too slow to complete
a Section or the Works within the Time for Completion; and/or

(b) progress has fallen (or will fall) behind the Programme,

then the Engineer may instruct the Contractor to submit a revised recovery programme
(complying with all the requirements of a Programme set out in the Project Controls (Schedule
9)) and supporting report describing the revised methods which the Contractor proposes to
adopt in order to expedite progress and complete within the Time for Completion. These revised

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 methods may include increases in the working hours and/or in the numbers of Contractor's
Personnel and/or Goods and/or any other fast track measures. The Contractor shall submit
such revised Programme and supporting report within fourteen (14) Days of the Engineer's
instruction. The Engineer may, acting reasonably, if it considers the Contractor's proposals to
be insufficient or inappropriate, instruct the Contractor to make such amendments and
modifications to the revised Programme and supporting report as it considers reasonably
necessary and the Contractor shall make and comply with any such amendments and/or
modifications.

16.4.2 The Engineer's review of the Contractor's revised Programme and supporting report, and any
recommendations or instructions in relation to it, shall not constitute an independent evaluation
or determination by the Engineer of the workability, feasibility or reasonableness of that
Programme, and the Engineer and the Employer accept no responsibility in relation to any such
review. No review of or comment on the Programme given by the Engineer relieves the
Contractor from any of its obligations in this Contract.

16.4.3 Unless the Engineer notifies otherwise, or the cause of the delayed progress referred to in
Clause 16.4.1 is a cause entitling the Contractor to an extension of the Time for Completion
under Clause 16.5 (Extension of Time for Completion) (the Contractor having complied with the
notice requirements of Clause 25.1 (Contractor's Claims) and where applicable Clause 25.2
(Delay Analysis)), in which case the requirements of this Clause 16.3.5 (Access in Phases)
shall be implemented as a Variation, the Contractor shall adopt such revised methods at the
risk and cost of the Contractor. If these revised methods cause the Employer to incur additional
costs, the Contractor shall subject to Clause 10.2 (Employer's Claims) pay these costs to the
Employer, in addition to delay damages payable pursuant to Clause 16.6 (Delay Damages).

16.4.4 Unless otherwise determined by the Engineer or the Employer, the provision of a Programme
and/or supporting report in accordance with Clause 16.3.1, and the provision of a revised
Programme and/or supporting report as may be required under this Clause 16.4 (Recovery of
Delays) or Clause 16.3 (Programme), shall be a condition precedent to the Contractor's
entitlement to continue to be paid for performance of the Works and/or the Operation Service
and to any extension of the Time for Completion.

16.5 Extension of Time for Completion

16.5.1 The Contractor shall be entitled, if the Engineer so determines, and subject to Clause 16.3
(Programme), Clause 25.1 (Contractor's Claims) and Clause 25.2 (Delay Analysis) and to any
specific exclusion of such entitlement set out in the Conditions, the Schedules, the Drawings
and/or the Specification, to an extension of the Time for Completion of the Works or a Section
(as the case may be) if and to the extent that Substantial Completion of the relevant Section or
the Works for the purposes of Clause 18.1 (Taking Over of the Works and Sections), or
completion of any Milestone Works, is/are or will be critically delayed by any of the following
causes:

(a) a Variation (unless an adjustment of the Time for Completion has been agreed under
Clause 20.3 (Variation Procedure));

(b) a cause of delay giving an express entitlement to an extension of the Time for
Completion pursuant to:

(i) Clause 12.15 (Unforeseeable Physical Conditions)

(ii) Clause 12.29.2 (in relation to Fossils);

(iii) Clause 20.6.2 (in relation to Adjustments for Changes in Applicable Law);

(iv) Clause 24.4 (Consequences of Employer's Risks); and

(v) Clause 28.4 (Consequences of Force Majeure);

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 (c) subject to the provisions of Clause 12.10.3, any material breach of the Contract,
material act of prevention, or material failure to cooperate and co-ordinate on the part
of the Employer, the Employer's Personnel or the Other Contractors on the Site.

16.5.2 If the Contractor considers itself to be entitled to an extension of the Time for Completion, the
Contractor shall give notice to the Engineer in accordance with Clause 25.1 (Contractor's
Claims) and, if applicable, comply with the provisions set out in Clause 25.2 (Delay Analysis).

16.5.3 For the avoidance of doubt, compliance with the notice requirements of Clause 25.1
(Contractor's Claims) and Clause 25.2 (Delay Analysis) shall be conditions precedent to the
Contractor's entitlement to an extension of the Time for Completion.

16.5.4 When determining each extension of the Time for Completion under Clause 25.1 (Contractor's
Claims), the Engineer shall review previous determinations and may increase, but shall not
decrease, the total extension of the Time for Completion.

16.5.5 Provided always that the Contractor shall not be entitled to any extension of the Time for
Completion in respect of:

(a) any event or period of delay which does not cause delay to Substantial Completion of
the Works or a Section for the purposes of Clause 18.1 (Taking Over of the Works and
Sections), or delay to completion of any Milestone Works; or

(b) any event or period of delay caused or materially contributed to by any negligent act or
omission, breach of contract or other default on the part of the Contractor, any
Subcontractor or any of their respective employees, servants, agents, subcontractors
and/or suppliers; or

(c) any event or period of delay caused by delay to any other works which the Contractor
may be carrying out for the Employer pursuant to other contracts, being delay for which
the Contractor is not entitled to an extension of the Time for Completion pursuant to
such contracts; or

(d) any event or period of delay which the Contractor has not taken all reasonable steps to
avoid or mitigate (including any steps required to comply with the Engineer's
instructions under Clause 16.10) without diverging from the requirements of the
Contract; or

(e) any cost-saving modification(s) and/or change(s) to the Specification where such
modification(s) and/or change(s) has/have been expressly agreed to by the Contractor.
For the avoidance of doubt, the Contractor's agreement to any cost-saving
modifications and/or changes to the Specification shall constitute the Contractor's
express warranty that such modifications and/or changes have no impact on the project
programme or the Time for Completion; therefore, as provided in this Clause, the
Contractor has no basis to claim an entitlement to an extension of the Time for
Completion on the basis of such modifications and/or changes. Nor shall the Contractor
submit a claim for any additional Costs relating thereto.

16.5.6 When determining the Contractor's entitlement to an extension of the Time for Completion
pursuant to Clause 25.1 (Contractor's Claims), the Engineer shall be entitled to consider any
and all previous determinations and/or Variations involving the omission, facilitation and/or
expedition of the Works and make whatever determinations he considers reasonable in the
circumstances.

16.5.7 Where works are omitted, facilitated and/or expedited pursuant to a Variation Order, the Time
for Completion shall be reduced by a fair and reasonable period of time commensurate with the
reduction in time required in order to execute and complete the Works as a consequence of
such Variation.

16.5.8 In all cases, where the Contractor has given notice under Clause 16.5.2, the Contractor shall

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 consult with the Engineer in order to determine the steps (if any) which can be taken to
overcome or minimise the actual or anticipated delay. The Contractor shall thereafter comply
with all reasonable instructions which the Engineer shall give in order to overcome or minimise
such delay. If compliance with any such instruction shall cause the Contractor to incur extra
Cost, the estimate of any Cost shall be notified to the Engineer prior to it being incurred. The
Employer shall not be liable to pay any additional Costs unless the Engineer has agreed to that
Cost, in writing. Any Cost which is agreed shall be added to the Contract Price. No additional
amount shall be payable to the Contractor in respect of any instructions to overcome or
minimise delay where the Contractor is not entitled to an extension of the Time for Completion
of the Works under Clause 16.5.2.

16.6 Delay Damages

16.6.1 If the Contractor fails to comply with Clause 16.2 (Time for Completion), the Contractor shall
pay delay damages to the Employer for this default. These delay damages shall be the sums
stated in Schedule 2 (Particulars), which shall be paid for every Day which shall elapse between
expiry of the relevant Time for Completion and the date stated in the relevant Taking Over
Certificate, or the certificate issued in relation to a Milestone under Clause 18.4 (Completion of
Milestone Works), as the case may be.

16.6.2 Subject to Clause 12.10.4, these delay damages shall be the only damages due from the
Contractor for such default, other than in the event of termination under Clause 22.2
(Termination by Employer for Contractor Default) prior to completion of the Works and in the
event of rejection of the Works or Section under Clause 17.4.1(b). These damages shall not
relieve the Contractor from its obligation to complete the Works or from any other duties,
obligations or responsibilities which it may have under the Contract.

16.6.3 The Employer shall not be obliged to prove that it has suffered or incurred loss, damage, liability,
cost or expense as a consequence of the Contractor's delay in completion and it shall not be a
defence to any claim or demand by the Employer that the Contractor pay delay damages that
the Employer has not suffered or incurred loss, damage, liability, cost or expense equivalent to
the delay damages, or at all.

16.6.4 The Employer may, without prejudice to any other method of recovery, deduct the amount of
any delay damages to which it is entitled as they accrue on a daily basis from any payments
due, or to become due, to the Contractor under the Contract.

16.6.5 If a Taking Over Certificate is issued for any part or parts of the Works or of a Section, or any
such part or parts or a Section(s) is omitted pursuant to Clause 20.1 (Right to Vary) or Clause
22.2 (Termination by Employer for Contractor Default), the delay damages to which the
Employer is entitled for delay in completion of the remainder of the Works or of that Section or
of the relevant Milestone Works shall, for any period of delay after the date stated in the Taking
Over Certificate or the date of such omission, and in the absence of alternative provisions in
the Contract, be reduced in the proportion which the value of the part or Section(s) so certified
or omitted bears to the value of the whole of the Works or Section or relevant Milestone Works
as applicable. The provisions of this Clause 16.6.5 shall only apply to the rate of delay damages
and shall not affect the limit of delay damages stated in Schedule 2 (Particulars).

16.6.6 If, following the payment or deduction of delay damages, the Contractor is awarded an
extension of the Time for Completion which reduces the period of delay and the delay damages
for which the Contractor is liable, the Contractor's liability to pay delay damages shall be limited
to the sum due on the basis of the new Time for Completion, and the Employer shall repay or
otherwise account for the difference between that sum and the sum which has been paid or
otherwise accounted for on the basis of the Employer's claim before the extension of the Time
for Completion. Interest shall not be payable by the Employer on any amounts payable or
repayable under this Clause 16.6 (Delay Damages).

16.7 Suspension of the Works

16.7.1 Subject to Clause 11.1.2, the Engineer may at any time instruct the Contractor to suspend

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 progress of part, or all of the Works through a "Suspension Notice". During such suspension,
the Contractor shall protect, store and secure such part or the Works against any deterioration,
loss or damage, and shall comply with any reasonable directions from the Engineer in relation
to protecting, storing and securing such part or the Works prior to the Suspension Plan being
approved in accordance with this Clause 16.7 (Suspension of the Works).

16.7.2 Upon receipt of a Suspension Notice, the Contractor shall within ten (10) Days after receipt of
the Suspension Notice submit to the Engineer, for its approval, the Contractor's plan for the
protection, storage and security of the Works, or part of the Works (the "Suspension Plan").

16.7.3 Within fourteen (14) Days after receipt of a Suspension Plan, the Engineer shall either:

(a) approve the Suspension Plan by notifying the Contractor; or

(b) reject the Suspension Plan by notifying the Contractor and providing reasons to the
Contractor for its rejection.

16.7.4 If the Engineer approves a Suspension Plan pursuant to Clause 16.7.3(a) (an "Approved
Suspension Plan") the Contractor shall comply with the Approved Suspension Plan.

16.7.5 If the Engineer rejects a Suspension Plan under Clause 16.7.3(b), the Contractor, in
consultation in good faith with the Engineer, must amend the draft plan to meet the
requirements of the Engineer and submit the amended draft plan to the Engineer for its approval,
in which case this Clause 16.7 (Suspension of the Works) will apply to the amended Suspension
Plan as if it were originally submitted under Clause 16.7.2.

16.7.6 If the amended plan is not satisfactory to the Engineer then the Engineer may make whatever
changes it considers fit to the plan and then issue it to the Contractor as an Approved
Suspension Plan.

16.7.7 This Clause 16.7 (Suspension of the Works) shall not apply to the execution by the Contractor
of the Operation Service.

16.8 Cause for Suspension

The Engineer may also notify the cause for the suspension. If and to the extent that the cause
is notified and is the responsibility of the Contractor, Clause 16.9 (Payment for Plant and
Materials in Event of Suspension) and Clause 16.10 (Prolonged Suspension) shall not apply.

16.9 Payment for Plant and Materials in Event of Suspension

The Contractor shall be entitled to payment of the value (as at the date of suspension) of Plant
and/or Materials which have not been delivered to Site, if:

(a) the work on Plant or delivery of Plant and/or Materials has been suspended for more
than sixty (60) Days;

(b) the Cost of such Plant and/or Materials has been reasonably and unavoidably incurred;

(c) the Contractor has marked the Plant and/or Materials as the Employer's property in
accordance with the Engineer's instructions; and

the Contractor has complied with all other requirements of the Employer, the Engineer and of
the Contract concerning suspension.

16.10 Prolonged Suspension

16.10.1 If the suspension under Clause 16.7 (Suspension of the Works) has continued for longer than
the period specified in Schedule 2 (Particulars), the Contractor may request the Engineer's

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 permission to proceed. If the Engineer does not give permission within twenty-eight (28) Days
after being requested to do so, the Contractor may, by giving notice to the Engineer, treat the
suspension as an omission under Clause 20 (Variations and Adjustments) of the affected part
of the Works and the Engineer shall issue a Variation Order to such effect. If the suspension
affects the whole of the Works, the Contractor may give notice of termination under Clause 23.2
(Termination by Contractor).

16.11 Resumption of Work

After the permission or instruction to proceed is given, the Contractor and the Engineer shall
jointly examine the Works, Goods, Plant and Materials affected by the suspension. The
Contractor, at its cost, shall make good any deterioration or defect in or loss of the Works,
Goods, Plant or Materials, which has occurred during the suspension, save where such
deterioration, defect or loss has been caused by reasonable wear and tear (except where
caused by the Contractor not complying with the Suspension Plan) or by a matter which is the
responsibility of the Employer.

17. TESTS PRIOR TO COMPLETION

17.1 Contractor's Obligations

17.1.1 The Contractor shall carry out the Tests Prior to Completion in accordance with this Clause 17
(Tests Prior to Completion) and Clause 15.3 (Testing).

17.1.2 The Contractor shall give to the Engineer not less than the number of Days' notice set out in
Schedule 2 (Particulars) of the date after which the Contractor will be ready to carry out each
of the Tests Prior to Completion. Unless otherwise agreed, Tests Prior to Completion shall be
carried out within the number of Days set out in Schedule 2 (Particulars) after this date, on such
Day or Days as the Engineer shall instruct. In arranging and coordinating Tests Prior to
Completion the Contractor shall endeavour to minimise the amount of time which the Engineer
will have to spend witnessing testing.

17.1.3 During trial operation, when the Works, Section or Milestone Works (as the case may be) are
operating under stable conditions, the Contractor shall give notice to the Employer and the
Engineer that the Works, Section or Milestone Works (as the case may be) are ready for any
other Tests Prior to Completion, including performance tests, to demonstrate whether the
Works, Section or Milestone Works (as the case may be) conform to criteria in the Specification.
Trial operation shall not constitute any Taking Over under Clause 18 (Employer's Taking Over
and Completion of Milestone Works).

17.1.4 In considering the results of the Tests Prior to Completion, the Engineer shall make appropriate
allowances for the effect of any use of the Works or Section by the Employer on the
performance or other characteristics of the Works or Section. As soon as the Works or a Section
or Milestone Works (as the case may be), have passed any Tests Prior to Completion, the
Contractor shall promptly submit a certified report of the results of these Tests Prior to
Completion to the Engineer.

17.2 Delayed Tests

17.2.1 If the Tests Prior to Completion are unduly delayed by the Employer other than in accordance
with the Contract, Clause 15.3 (Testing) and/or Clause 18.3 (Interference with Tests Prior to
Completion) shall be applicable.

17.2.2 If the Tests Prior to Completion are being unduly delayed by the Contractor, the Engineer may
by notice require the Contractor to carry out the Tests Prior to Completion within twenty-one
(21) Days after receiving the notice. The Contractor shall carry out the Tests Prior to Completion
on such Day or Days within that period as the Contractor may fix and of which it shall give notice
to the Engineer.

17.2.3 If the Contractor fails to carry out the Tests Prior to Completion within the period of twenty-one

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 (21) Days, the Employer's Personnel may proceed with the Tests Prior to Completion at the risk
and cost of the Contractor. The Tests Prior to Completion shall then be deemed to have been
carried out in the presence of the Contractor and the results of the Tests Prior to Completion
shall be accepted as accurate.

17.3 Retesting

If the Works, or a Section, or any Milestone Works, fail to pass the Tests Prior to Completion,
Clause 15.4 (Rejection) shall apply, and the Engineer or the Contractor may require the failed
Tests Prior to Completion, and Tests Prior to Completion on any related work, to be repeated
under the same terms and conditions.

17.4 Failure to Pass Tests Prior to Completion

17.4.1 If the Works, or a Section, or any Milestone Works, fail to pass the Tests Prior to Completion
repeated under Clause 17.3 (Retesting), the Engineer shall be entitled to:

(a) order further repetition of Tests Prior to Completion under Clause 17.3 (Retesting);

(b) if the failure deprives the Employer of substantially the whole benefit of the Works or
Section, or the relevant Milestone Works, reject the Works or Section or the relevant
Milestone Works, (as the case may be), in which event the Employer shall have the
same remedies as are provided in Clause 19.4 (Failure to Remedy Defects); or

(c) issue a Taking Over Certificate or a qualified Taking Over Certificate in respect of the
Works or Section in accordance with Clause 17.4.3 or certify that the Milestone Works
have been completed in accordance with Clause 18.4.2.

17.4.2 In the event that the Engineer issues a Taking Over Certificate pursuant to Clause 17.4.1, the
Contractor shall proceed in accordance with all other obligations under the Contract, and the
Contractor shall pay to the Employer such amount as shall be appropriate to cover the reduced
value to the Employer as a result of this failure. Unless the relevant reduction for this failure is
stated (or its method of calculation is defined) in the Contract, the Employer may require the
reduction to be:

(a) agreed by both Parties (in full satisfaction of this failure only) and paid before the Taking
Over Certificate is issued; or

(b) determined and paid in accordance with Clause 10.2 (Employer's Claims) and Clause
11.4 (Determinations).

17.4.3 Alternatively, the Engineer may agree to the issue of a qualified Taking Over Certificate (but
shall not be obliged to do so) in which the Employer agrees to take over the Works or Section
subject to such qualifications and/or compliance with such conditions as the Engineer may
reasonably require and the Contractor shall agree to comply with. The issue of a qualified
Taking Over Certificate may (if the Employer so agrees) relieve the Contractor of liability to pay
or continue paying delay damages beyond the date of issue of the qualified Taking Over
Certificate but the Contractor shall not otherwise be considered to have completed or fulfilled
its obligations under the Contract and the Engineer shall not be obliged to issue the
Performance Certificate until such time as the qualifications no longer apply and/or the
Contractor has complied with the agreed conditions of issue of the qualified Taking Over
Certificate to the reasonable satisfaction of the Engineer.

18. EMPLOYER'S TAKING OVER AND COMPLETION OF MILESTONE WORKS

18.1 Taking Over of the Works and Sections

18.1.1 Save in the circumstances provided for in Clause 17.4 (Failure to Pass Tests Prior to
Completion), Substantial Completion of the whole of the Works and/or Sections shall only be
considered to have been reached and the whole of the Works and/or Sections shall only be

10261440338-v8 61 76-40685004
 considered by the Engineer ready for Taking Over when:

(a) the Works or relevant Section have been completed in accordance with the
requirements of the Contract subject only to such minor outstanding items of work
and/or rectification of such minor blemishes and/or defects:

(i) the existence of which individually and collectively will not affect the use of the
Works or Section for the purpose intended; and

(ii) which can be completed and/or rectified very quickly and can be conveniently
attended to by the Contractor post Taking Over without causing any significant
inconvenience or nuisance to the Employer, or any relevant Third Party;

(b) the Contractor has replaced any Plant related consumables (such as filters, gaskets,
lubricants etc.), cleaned, refurbished, reconditioned and otherwise made good any
wear and tear of Plant and equipment which the Contractor may have run and/or
operated prior to Taking Over by the Employer;

(c) all Contractor's Equipment, surplus Materials, wreckage, debris, rubbish and
Temporary Works have been removed from the Site (or Section) and the Works or
relevant Section have been cleaned to a standard suitable for immediate use and/or
occupation;

(d) the Contractor has provided the Employer with the as-built documents, the operation
and maintenance manuals and training which the Contractor is obliged to provide to
the Employer pursuant to Clause 13.6 (Training), Clause 13.7 (As-built Documents)
and Clause 13.8 (Operation and Maintenance Manuals);

(e) all Applicable Laws regarding the use of the Works or relevant Section have been
complied with and any and all Permits have been obtained and provided to the
Employer, including (unless the Engineer instructs otherwise) all Permits which are
required to be issued certifying that the Works or relevant Section is/are capable of
being occupied and used for their or its intended purpose, or which are required to be
issued prior to such occupation and/or use in order that such occupation and/or use
shall comply with the Applicable Laws;

(f) all Collateral Warranties requested by the Employer pursuant to Clause 12.5 (Collateral
Warranties) have been executed and provided in favour of the parties identified by the
Employer;

(g) the Works or relevant Section have passed the respective Tests Prior to Completion
and duly certified reports of the tests and (unless the Engineer instructs otherwise) any
certificates, permits and reports in respect thereof which are required to be obtained
from any relevant Governmental Authority or Utility Company have been forwarded to
the Engineer, and the Engineer has endorsed the Contractor's test certificate or issued
a certificate to the Contractor to that effect in accordance with Clause 15.3 (Testing);

(h) all sums due and payable by the Contractor to the Employer on the date on which,
subject to Clause 11.1 (Engineer's Duties and Authority) the Engineer issues the Taking
Over Certificate(s), have been paid in full; and

(i) any other stipulations identified in the Contract as being prerequisites to Substantial
Completion and Taking Over have been satisfied.

18.1.2 The Contractor shall give advance notice of when in its opinion the Contractor anticipates
Substantial Completion of a Section or the whole of the Works. Such notice shall be given for
the periods as specified in Schedule 2 (Particulars) before the date the Contractor anticipates
that a Section or the whole of the Works, respectively, will be ready for Taking Over.

18.1.3 The Contractor may apply by notice to the Engineer for a Taking Over Certificate not earlier

10261440338-v8 62 76-40685004
 than fourteen (14) Days before, in the Contractor's opinion, a Section will be at the stage of
Substantial Completion and ready for Taking Over and when the whole of the Works will be at
the stage of Substantial Completion and ready for Taking Over, respectively. For the avoidance
of doubt, any Taking Over Certificate shall be issued on a Section-by-Section basis and the
Contractor shall apply for a Taking Over Certificate on a Section-by-Section basis.

18.1.4 Subject to Clause 11.1 (Engineer's Duties and Authority), the Engineer shall, within fifty-six (56)
Days after receiving the Contractor's application in respect of Substantial Completion of a
Section or the whole of the Works:

(a) issue the Taking Over Certificate to the Contractor, stating the date on which
Substantial Completion of a Section or the whole of the Works, respectively, is achieved
in accordance with the Contract subject only to such minor outstanding items of work
and/or rectification of such minor blemishes and/or defects which:

(i) will not affect the use of the Works or Section for the purpose intended; and

(ii) can be completed and/or rectified very quickly and can be conveniently
attended to by the Contractor post Taking Over without causing any significant
inconvenience or nuisance to the Employer, or any relevant Third Party; or

(b) reject the application, giving reasons and specifying the work required to be done and
the stipulations and/or requirements of the Contract still to be complied with by the
Contractor to enable the Taking Over Certificate to be issued. The Contractor shall then
complete this work and comply with such stipulations and/or requirements before
issuing a further notice under Clause 18.1.2.

18.1.5 If the Engineer fails either to issue the Taking Over Certificate or to reject the Contractor's
application within the period of fifty-six (56) Days referred to in Clause 18.1.4, then the
Contractor may send the Employer a written reminder.

18.2 Taking Over of Parts of the Works

18.2.1 The provisions of this Clause 18.2.1 are subject to the provisions of Clause 18.2.4. If at any
time or times before Substantial Completion of the Works and/or any Section the Employer
wishes to take possession of any part or parts of the Works then, notwithstanding anything
expressed or implied elsewhere in the Contract, the Employer may take possession thereof.
The Engineer shall thereupon, subject to Clause 11.1 (Engineer's Duties and Authority) issue
a Taking Over Certificate in relation to such part or parts of the Works stating the date on which
such part or parts of the Works were completed and Taken Over by the Employer.

18.2.2 Except if the Operation Service has been instructed, from the relevant date stated in the Taking
Over Certificate, the obligation of the Contractor to insure the relevant part or parts of the Works
referred to in the Taking Over Certificate shall terminate.

18.2.3 For the purposes of Clause 19.1 (Completion of Outstanding Work and Remedying Defects),
the Contractor shall complete any work which is outstanding on the date stated in the Taking
Over Certificate referred to in Clause 18.2.1 within such time as is instructed by the Engineer
or within the time periods set out in the Specification and the Defects Notification Period in
respect of such part or parts of the Works shall be deemed to have commenced on the date
stated in the Taking Over Certificate referred to in Clause 18.2.1. The Defects Notification
Period for any such part of the Works that have been Taken Over pursuant to Clause 18.2.1
shall expire at the same time as the Defects Notification Period for the whole of the Works.

18.2.4 For the avoidance of doubt, the carrying out prior to the issue of a Taking Over Certificate of:

(a) any training which the Contractor is required to provide to the personnel of the Employer
or any Governmental Authority, Utility Company, Tenant, Third Party or third party; or

(b) any commissioning of the Works or part thereof,

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 shall not constitute the taking of possession or use of any part of the Works or Section by the
Employer nor Taking Over of any part of the Works or Section under Clause 18 (Employer's
Taking Over and Completion of Milestone Works).

18.3 Interference with Tests Prior to Completion

If the Contractor is prevented, other than in accordance with the Contract, for more than
fourteen (14) Days from carrying out the Tests Prior to Completion after the agreed date by a
cause for which the Employer is responsible, the Contractor shall carry out the Tests Prior to
Completion as soon as practicable.

18.4 Completion of Milestone Works

18.4.1 In determining if a Milestone has been completed, the criteria in Clause 18.1.1 shall be applied
subject to any revisions to such criteria which may be set out in the Specification or otherwise
agreed by the Contractor and the Engineer.

18.4.2 For the avoidance of doubt, Milestone Works are not Sections in their own right. The Milestone
Works relating to each Milestone shall simply be part of the Works. The procedure for certifying
that a Milestone has been completed shall be the same procedure as that set out in Clause
18.1.1 to Clause 18.1.5, save that no Taking Over Certificate shall be issued for a Milestone,
however, a separate certificate in a form prescribed by the Engineer shall be issued for each
Milestone.

18A. OPERATION SERVICE

18A.1 General

18A.1.1 The Employer may (but is under no obligation to) issue, or instruct the Engineer to issue, to the
Contractor an Operation Notice to Proceed for the whole of the Works or separately for each
Section in respect of the provision of the Operation Service.

18A.1.2 An Operation Notice to Proceed for the whole of the Works or a Section may specify an
alternative Operation Service Period, and the Employer may subsequently extend the
applicable Operation Service Period by issuing a subsequent Operation Notice to Proceed,
provided that no Operation Service Period shall extend beyond the period stated in Schedule 2
(Particulars)3 (except by mutual agreement).

18A.1.3 Subject to Clause 18A.1.4, following issue of an Operation Notice to Proceed the Contractor
shall commence the Operation Service for the whole of the Works or the Section on the date
specified in the Operation Notice to Proceed.

18A.1.4 Where the Employer issues an Operation Notice to Proceed for the whole of the Works or a
Section after the period stated in Schedule 2 (Particulars) (as may be extended by mutual
agreement), and the Contractor is unable to commence the Operation Service by the effective
date of the Operation Notice to Proceed without incurring additional costs, the Contractor shall
notify the Employer as soon as possible and take reasonable steps in order to commence the
Operation Service within a reasonable time. In such circumstances, where the Employer
requires the Contractor to commence the Operation Service on the date specified in the
Operation Notice to Proceed the Contractor shall be entitled to any additional Costs properly,
directly and reasonably incurred as a result of the Operation Notice to Proceed being issued
after the period stated in Schedule 2 (Particulars) (provided it has taken all reasonable
measures to mitigate such Costs).

18A.1.5 Unless and until an Operation Notice to Proceed for the whole of the Works or any Section is
issued, the Contractor shall not:

(a) perform any Operation Service in relation to the Works or such Section(s) (including,

3 Schedule 2 (Particulars) to be amended to include a 'long stop' for the Operation Service.

10261440338-v8 64 76-40685004
 for the avoidance of doubt, any Operation Service during the Defects Notification Period
where no Operation Notice to Proceed has been issued); or

(b) be entitled to any payment in respect of the Contract Price for Operation Service in
relation to the Works or such Section(s),

and the Parties acknowledge and agree that where the Contract imposes obligations on the
Contractor in relation to the carrying out of the Operation Service (and where time periods refer
to the Operation Service and/or the Operation Service Period), those provisions shall only apply
in respect of the Works (and/or Section(s), as applicable) for which the Employer has issued
an Operation Notice to Proceed.

18A.1.6 During the Operation Service for the whole of the Works or a Section, the Contractor shall:

(a) be responsible for ensuring that the Works or such Section(s) remain fit for the
purposes for which they are intended and shall comply with the Specification;

(b) carry out the Operation Service in a manner consistent with the Contract, all Applicable
Laws, the Operating and Maintenance Procedures and the Operation and Maintenance
Manuals. No alteration to such arrangements and methods shall be made without the
prior approval of the Engineer;

(c) notify the Employer as soon as it is reasonably practicable after it becomes aware of
any actual or possible interruption to the provision of any Operation Service;

(d) restore the provision of Operation Service as quickly as is reasonably practicable after
the circumstances leading to the interruption in the supply have ceased; and

(e) respond to complaints or queries from the Employer concerning the provision of the
Operation Service promptly following receipt of any such complaint or query.

18A.1.7 The Contractor shall monitor the performance of the Works or such Section(s) on an ongoing
basis throughout the applicable Operation Service Period to detect abnormal operation and
implement appropriate maintenance actions.

18A.1.8 The Contractor shall perform the Operation Service on a seven (7)-day per week, twenty-four
(24) hour per day basis.

18A.1.9 In performing the Operation Service hereunder, the Contractor shall be under the direction of
the Engineer and/or the Employer as regards the objectives to be achieved in performing the
Operation Service, but the Contractor shall be free to choose the method of implementation to
achieve such objectives, provided that the methods are in accordance with the requirements
and standards of performance set out in the Contract.

18A.2 Operating Standards

18A.2.1 The Contractor shall ensure that it carries out the Operation Service:

(a) in accordance with all relevant manufacturers' or suppliers' written notifications or

requirements, including those specified in the Operation and Maintenance Manuals, as
the same may be modified from time to time;

(b) so as to optimize the useful life of the Works or such Section(s) and minimise downtime
for repairs, Planned Outages and maintenance;

(c) so as to meet or exceed the Service Levels in accordance with Clause 18A.13; and

(d) in a manner consistent with the requirements of the insurance and reinsurance policies
maintained in relation to the Works or such Section(s) and so as not to vitiate or annul

10261440338-v8 65 76-40685004
 any coverage afforded by any such policy of insurance or reinsurance.

18A.2.2 None of the warranties in relation to the Operation Service shall limit any other warranty. In the
event that any of the standards and requirements under this Contract for the performance of
the Operation Service by the Contractor require a higher level of performance or a greater duty
of care or are otherwise more stringent, more restrictive or more onerous than other such
standards and requirements, then the more stringent, restrictive or onerous of the standards or
requirements shall apply, save as instructed in writing to the contrary by the Engineer.

18A.3 Coordination, Logs and Records

18A.3.1 During the applicable Operation Service Period, the Contractor shall keep a daily operations
log for the Works or such Section(s) which shall include information known to the Contractor on
the Works, Planned Outages, other outages and significant events related to the operation and
maintenance of the Works or such Section(s). The Employer shall have the right to review such
logs at all reasonable times and upon reasonable notice and all such logs shall be provided to
the Engineer as a condition precedent to issue of the Performance Certificate.

18A.4 Warranty Records

The Contractor shall maintain warranty records for all spare parts and consumables (including
any replacements of the same) covered by the manufacturer's warranties and shall use its best
endeavours to identify, and shall promptly notify the Engineer in writing of, any breach of the
same and/or of any claims or potential claims which may be available to the Contractor
thereunder. The Contractor shall enforce all of its rights and remedies under such warranties.

18A.5 Measurement

18A.5.1 The Contractor shall measure and record the performance of the Works or such Section(s)
during the applicable Operation Service Period in accordance with the Specification.

18A.5.2 The Employer shall have access to the data produced by each such measurements.

18A.5.3 The Contractor shall be responsible for maintaining all physical and electrical tie-ins and
connections between the Works or such Section(s) and the relevant interfaces specified in the
Specification.

18A.6 Operating and Maintenance Procedures

18A.6.1 The Contractor shall develop written operating and maintenance procedures for the Works in
accordance with this Clause 18A.6 (Operating and Maintenance Procedures) (the "Operating
and Maintenance Procedures").

18A.6.2 The Operating and Maintenance Procedures shall:

(a) be based on the design parameters of the Works and other requirements specified in
the Specification;

(b) incorporate operating and maintenance procedures specified or recommended by the

Works' equipment suppliers and manufacturers in their operator's manuals;

(c) be consistent with all Applicable Laws and Permits, the Specification, Best Practice for
the Works and the requirements of the Contract;

(d) provide comprehensive procedures for all operational interfaces between the Employer
and the Contractor; and

(e) include any other information as specified in the Contract.

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18A.6.3 The Contractor shall submit a draft of the Operating and Maintenance Procedures to the
Engineer and the Employer no later than [one hundred and twenty (120)] days prior to the
anticipated date of completion of the Works or a Section (as applicable). The Employer shall
have the right to provide comments on the draft Operating and Maintenance Procedures within
sixty (60) days of its receipt thereof.

18A.6.4 If, within such sixty (60) day period, the Employer:

(a) does not provide any comments on the draft Operating and Maintenance Procedures,
the draft proposed by the Contractor shall become the Operating and Maintenance
Procedures; or

(b) provides comments on the draft Operating and Maintenance Procedures, the
Contractor shall, within thirty (30) days of its receipt of such comments, either
incorporate the requested changes or request a meeting with the Engineer, and the
Employer is entitled to attend, to discuss any outstanding requested changes. Any
Dispute over the requested changes still not resolved within ten (10) days following any
such meeting between the Parties shall be referred for resolution pursuant to Clause
25.3 (Dispute Resolution).

18A.6.5 The Contractor acknowledges and agrees that no review or approval (or failure to approve) by
the Employer of the Operating and Maintenance Procedures shall relieve the Contractor from
any liability it would otherwise have under the Contract, and that neither the Employer nor any
of its representatives shall be liable to the Contractor or any other person by reason of its review
or approval of (or failure to approve) the Operating and Maintenance Procedures.

18A.7 Scheduled Maintenance

18A.7.1 The Contractor shall maintain the Works or such Section(s) at all times in a good, clean and
orderly condition and shall make necessary repairs, procure and install necessary replacement
equipment or parts for the Works or such Section(s), and perform all required scheduled
maintenance and all unscheduled maintenance, all in accordance with the Contract. All such
maintenance shall be at the expense of the Contractor and deemed to be included in the
Contract Price for Operation Service.

18A.7.2 Without prejudice to the foregoing, the Contractor shall:

(a) examine the components of the Works or such Section(s) for operational and
performance capability on an ongoing basis during the applicable Operation Service
Period, and perform tasks that are aimed at preventing the possible occurrence of
future errors, disruptions or reduction in performance, in particular through the
replacement of consumable parts, or the maintenance of individual components of the
Works; and

(b) perform preventive maintenance, to be coordinated and scheduled in order to minimise

the impact on the operation and performance of the Works or such Section(s).

18A.7.3 The Contractor shall undertake all scheduled maintenance of the Works or such Section(s) in
accordance with the Contract, and the maintenance schedules developed pursuant to this
Clause 18A.7 (Scheduled Maintenance) (the "Maintenance Schedule"). The Contractor shall
immediately provide to the Engineer the timetable for Planned Outages for the Employer's
approval. The Contractor shall make no changes to any such approved timetable for Planned
Outages without the prior written approval of the Employer.

18A.7.4 The Contractor shall submit to Employer the proposed Maintenance Schedule for the Works at
least [one hundred and twenty (120)] days prior to:

(a) the anticipated date of completion of the Works or a Section (as applicable); and

(b) each anniversary of the Taking Over of the Works or a Section (as applicable),

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 in each case setting out the Planned Outages (and any planned material reductions in available
capacity) for the Works and the Section(s).

18A.7.5 The Contractor shall plan each Maintenance Schedule so as:

(a) to ensure that there are no unscheduled or unplanned interruptions to the provision of
the Operation Service; and

(b) not to undertake any Planned Outage or scheduled maintenance resulting in an outage
during the period(s) specified in Schedule 2 (Particulars)4.

18A.7.6 Within thirty (30) days of receipt of a proposed Maintenance Schedule, the Employer shall notify
the Contractor whether such proposed Maintenance Schedule is acceptable.

18A.7.7 If the Employer does not, within such thirty (30) day period, accept a proposed Maintenance
Schedule, the Employer shall advise the Contractor of a period or periods when the
maintenance can be rescheduled, provided that:

(a) the Employer shall seek to make such rescheduled period or periods as close as
reasonably practicable to the relevant Maintenance Schedule proposed by the
Contractor;

(b) the rescheduled period or periods shall be of equal duration to the period or periods
proposed by the Contractor; and

(c) if the Employer fails to provide such advice within such period, the Employer shall be
deemed to have accepted the proposed Maintenance Schedule.

18A.7.8 The Employer may, upon sixty (60) days' prior notice, request the Contractor to reschedule a
Planned Outage and the Contractor shall use reasonable endeavours to accommodate such
requested change. The Contractor shall notify the Employer within fifteen (15) days of its
receipt of a request for rescheduling of a Planned Outage whether the Contractor is able to
comply with such request.

18A.7.9 If the Contractor is unable to comply with the request for rescheduling of a Planned Outage, it
shall provide the Employer with the reasons therefor and provide alternative periods in which
the Planned Outage may be rescheduled. In such event, the Employer shall advise the
Contractor whether it would prefer that the Planned Outage occur on the initial date or on a
rescheduled date.

18A.7.10The Contractor shall, within thirty (30) days of the end of each Planned Outage, provide to the
Employer a report detailing the activities carried out during the Planned Outage and any results
for any tests carried out during such Planned Outage.

18A.7.11 Once agreed or determined, the Maintenance Schedule may not be adjusted without the prior
approval of the Employer.

18A.8 Interruptions

18A.8.1 If the Contractor becomes aware of any unscheduled interruption to the operation of the Works
or any Section(s), it shall immediately notify the Employer. On becoming aware of such an
interruption, the Contractor shall immediately notify the Employer of the cause of the interruption,
its probable duration and the Contractor's proposed remedial solution.

18A.8.2 The Contractor shall confirm such advice in writing within twenty-four (24) hours of the relevant
interruption occurring. The Employer shall promptly respond to such notice either confirming
the proposed remedial solution or proposing an alternative solution. The Contractor shall,

4 If applicable, to insert periods where there is not to be any outage of the Works or such Section(s).

10261440338-v8 68 76-40685004
 subject to the prior approval of the Employer (not to be unreasonably withheld or delayed)
implement the remedial solution that will result in the resumption of the Operation Service as
soon as possible.

18A.8.3 The Contractor shall, upon the request of the Engineer, provide the Employer with such
information as the Engineer reasonably requests about the interruption, including information
relating to the items in the notice issued by the Contractor under Clause 18A.8.2.

18A.8.4 The Company shall resume operation of the Works or such Section(s) as soon as possible,
including by making any repairs, replacements, additions, alterations, restorations or other
modifications that are necessary (i) to repair or replace any damaged portion of the Works or
Section(s), (ii) to restore the operating levels of the Works or Section(s) to those set out in the
Contract, and (iii) otherwise to enable the Contractor to perform its obligations under the
Contract.

18A.8.5 The Contractor shall promptly inform the Engineer in writing of the need for unscheduled
maintenance and commence the work for such unscheduled maintenance as soon as possible
following approval of the Engineer. When a failure or malfunction is detected that impacts the
performance or safe operations of the Works or Section(s), the Contractor shall, unless
otherwise agreed with the Employer, commence the required corrective maintenance actions
within two (2) hours of becoming aware of the failure or malfunction in order to return the Works
or Section(s)to operation under normal conditions of service within one (1) day (or such other
period for completion of the corrective maintenance as may be reasonably required and agreed
with the Employer).

18A.8.6 The cost of such unscheduled maintenance and compliance with this Clause 18A.8
(Interruptions) shall be borne by the Contractor and deemed to be included in the Contract Price
for Operation Service.

18A.9 Spare Parts

18A.9.1 Construction and Start-Up Spare Parts and Special Tools

The Contractor shall procure any and all spare parts, consumables, and special tools necessary
for the Operation Service. All costs incurred by the Contractor in this regard shall be borne by
the Contractor without any adjustment of the Contract Price. The consumables and special
tools shall not be commingled with the spare parts. Upon completion of the Works, all remaining
construction and start-up spare parts, consumables and special tools purchased by the
Contractor and not used or consumed during construction and testing of the Works shall be
inventoried and stored in a dedicated location in accordance with supplier requirements and
shall be utilized whenever such materials are required for use in the Works.

18A.9.2 Consumables during the Operation Service Period

(a) The Contractor shall, at its own expense, ensure that as a condition to taking over of
the Works or Section(s), the Works or Section(s)shall have all consumables necessary
to enable the commencement of operation of the Works and the Contractor shall
ensure that the Works or Section(s) have all consumables necessary for operation of
the Works or Section(s) during the applicable Operation Service Period.

(b) Throughout the applicable Operation Service Period, the Contractor will notify the
Employer on a regular basis of the consumables inventory maintained by it and supply
requirements to enable the Employer to assess whether the Contractor is maintaining
reasonable stock levels of consumables.

18A.9.3 Procurement of Spare Parts

(a) The Contract Price includes all costs for procuring, storing and replacing any spare
parts required by the Contractor for the performance of the Works or Section(s) and
the Operation Service.

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 (b) The Contractor shall, when inviting bids from prospective vendors and Subcontractors:

(i) require them to provide comprehensive lists of recommended strategic and

consumable spare parts for the Works or Section(s) that they are willing either
to supply and deliver directly to the Contractor or store at their own storage
facilities; and

(ii) have the objective of maximising standardisation of the spare parts.

(c) No later than two (2) months prior to the Time for Completion, the Contractor shall
provide, for Employer approval, a list or lists of recommended spare parts (the "Spare
Parts List") for the Works or Section(s) estimated to be sufficient for normal operations
of the Works or Section(s) for not less than two (2) years following the taking over of
the Works or Section(s). The Spare Parts List shall include the Contractor's quotation
on a fixed-price basis (including, the costs for delivery to the Site and insurance) for
each item. Prices for each item on the Spare Parts List shall be valid for at least three
hundred and sixty-five (365) days after the date that the Spare Parts List is delivered to
the Employer.

(d) The Spare Parts List shall include the following information for each item:

(i) part description;

(ii) (pricing based on the Contractor's shipping plans for the relevant type of
Materials and Contractor's Equipment;

(iii) the manufacturer's or Subcontractor's catalogue or part number;

(iv) lead time (once ordered);

(v) information regarding shipment and insurance;

(vi) delivery pricing to the Site; and

(vii) the Subcontractor's payment terms.

18A.9.4 Delivery of Spare Parts

(a) The Contractor shall issue purchase orders (where applicable), deliver, and arrange
transportation to the Site of all spare parts. The Contractor shall be responsible for
customs and port formalities and shipping documentation and for payment of all
customs duties with respect to spare parts.

(b) The Contractor shall receive spare parts from the Subcontractors and suppliers and the
Contractor shall be responsible for the care, custody, control, and risk of loss and
damage for the spare parts until delivery to the Employer at the Site.

(c) Delivery of the spare parts shall be a condition to taking over of the Works or Section(s).

18A.9.5 Management of Spare Parts Inventory

(a) During the applicable Operation Service Period, the Contractor shall assume the risk
of (and be responsible for the safe and secure storage of) all spare parts delivered to
the Site.

(b) The Contractor shall manage the spare parts and consumables holding and purchasing
strategies, in consultation with the Employer and in accordance with Best Practice,
including through the implementation of an inventory control and tracking system to
facilitate the accurate accounting of spare parts, and equipment. The Contractor will

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 notify the Employer on a regular basis of the spare parts inventory maintained by it and
supply requirements to enable the Employer to assess whether the Contractor is
maintaining sufficient stock levels of spare parts.

(c) The Contractor shall be entitled to remove any spare parts from the storage facility for
use in connection with the Works or Section(s) or the Project at any time prior to
issuance of the Performance Certificate.

(d) If the Contractor has removed any spare parts from the storage facility in accordance
with paragraph (c) above, the Contractor shall immediately purchase the relevant
replacement spare parts at its own cost.

(e) The Employer (or its representative) shall be entitled to, from time to time, to conduct
an audit of the stock of spare parts and make reasonable recommendations to the
Contractor, which the Contractor agrees to take into account.

(f) The consent of the Employer (not to be unreasonably withheld or delayed) shall be
required prior to the purchase of any spare parts.

(g) The Contractor shall procure that any warranty with respect to any spare parts used in
the performance of the Operation Service, made or given by the manufacturer or
supplier of the spare parts will be made in favour of the Employer or will be assigned
or otherwise made available to the Employer.

18A.9.6 Cessation of Manufacture of Spare Parts

If the Contractor or any of its Subcontractors become aware that a vendor intends to cease
manufacture (or, where any of the spare parts are procured by the Contractor from other parties,
any such other party intends to cease manufacture) of any of the spare parts at any time and
where these are not readily available on the open market, then the Contractor shall give the
Employer not less than one hundred and eighty (180) days' prior written notice to that effect.

18A.10 Delivery of Raw Materials

The Contractor shall be responsible, at no additional cost to the Employer, for the supply and
delivery to the Site (or other designated place) of the raw materials, fuels, consumables and
other such items specified in the Specification. The Contractor shall be responsible for ensuring
that all such items are fit for purpose and comply with the requirements of the Contract in
respect of quality, purpose and function.

18A.11 Training

18A.11.1 The Contractor shall carry out the training of Employer's Personnel in the operation and
maintenance of the Works or Section(s) to the extent specified in the Specification.

18A.11.2 The programme and scheduling of the training shall be agreed with the Employer, and
the Contractor shall provide experienced training staff, and all training materials as stated in the
Specification. The Employer shall be responsible for nominating and selecting suitable
personnel for training.

18A.12 Suspension by the Employer

18A.12.1 The Engineer may at any time during the Operation Service instruct the Contractor to
suspend progress of the Operation Service.

18A.12.2 During such suspension, the Contractor shall protect, store, secure and maintain the
Works or Section(s) against any deterioration, loss or damage.

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18A.12.3 If the need to suspend the Operation Service by the Employer is due to any failure of
the Contractor or circumstances for which the Contractor is responsible under the Contract, the
Employer shall be entitled to:

(a) require the Contractor to leave the Site for the period of suspension;

(b) carry out the Operation Service by itself or by another entity in place of the Contractor
during the period of suspension; and

(c) require the Contractor to provide, at the Contractor's own cost, such training, co-
operation and assistance as are required to facilitate the transition of the Operation
Service from the Contractor to the Employer or such other entity.

18A.12.4 The period of performance of the Operation Service by the Employer or such other
entity shall end when the Engineer is satisfied that the Contractor has taken all necessary steps
to rectify the cause leading to the relevant suspension, and upon the giving of notice by the
Employer to the Contractor that such period has ended, the Contractor shall immediately return
to the Site and recommence performance of the Operation Service.

18A.12.5 If a suspension, which is due neither to any failure by the Contractor nor to
circumstances for which the Contractor is responsible under the Contract, has continued for
more than one hundred and eighty (180) days, the Contractor may request the Engineer's
permission to proceed. If the Engineer does not give permission within twenty-eight (28) days
after being requested to do so, the Contractor may give notice of termination under Clause 23.2
(Termination by Contractor).

18A.13 Service Levels and Service Deductions

18A.13.1 The Contractor will provide the Operation Service to meet or exceed the Service Levels.
Where the Contractor does not meet the Service Levels, the Employer may apply Service
Deductions in accordance with Schedule 17 (Service Levels and Service Deductions)5.

18A.13.2 For each Operation Service, the performance levels applicable in every two (2) month
period will be measured by the Contractor at the end of that two (2) month period and compared
with the relevant agreed Service Levels for that Operation Service as set out in Schedule 17
(Service Levels and Service Deductions). The Contractor will report to the Employer the
Service Levels on a regular basis and in accordance with Schedule 17 (Service Levels and
Service Deductions).

18A.13.3 The Service Deductions will not prejudice any other right of action or remedy which has
accrued or may accrue. The Parties acknowledge that any Service Deduction incurred by the
Contractor is not a penalty but is intended to reflect a discount in the amount payable by the
Employer for a service not provided by the Contractor to the level agreed. The Service
Deduction is not intended to be the entire compensation to the Employer for any loss, costs,
damages or expenses that it might suffer as a result of the Contractor’s action or inaction which
gives rise to the Service Deduction and the Employer shall be entitled to recover any such loss,
cost, damages or expenses in addition to any Service Deduction.

18A.14 Management of Operation Service and Review of Service Levels

18A.14.1 The Steering Group will meet once every three (3) months from the commencement of
the Operation Service or more often as agreed between the Parties to consider the issues
necessary to comprehensively monitor and manage all aspects of the reasonable needs of the
Employer relating to the operation and maintenance of the Works or Section(s) including the
following:

5 KAFD technical team to consider and to propose an interval for reporting as required under this Clause 18A to be
included in Schedule 17 (Service Levels and Service Deductions).

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 (a) the provision by the Contractor of the Operation Service;

(b) the costs of the Operation Service charged to the Employer (including strategies to
reduce such costs);

(c) the strategies of the Employer; and

(d) any other issues or factors relevant to this Contract.

18A.14.2 During each three (3) month period from the commencement of the Operation Service,
the Steering Group will review the Operation Service and Service Levels in accordance with
Schedule 17 (Service Levels and Service Deductions) to verify that they:

(a) are adequate and acceptable for the business needs and objectives of the Employer
so as to enable the Employer to determine whether it requires an increase to the
Operation Service and/or Service Levels; and

(b) are consistent with applicable industry standards for similar services.

18A.14.3 Where the Operation Service or Service Levels fail to reflect the criteria set out in
Clause 18A.14.2, the Steering Group must as soon as practicable review and agree on
amendments to the Operation Service or Service Levels, and Clause 20.3 (Variation Procedure)
shall apply.

18A.14.4 The Engineer (or their nominee from time to time) and the Contractor’s Representative
(or their nominee from time to time) will attend the meetings of the Steering Group unless
otherwise agreed between the Parties. The Engineer and the Contractor’s Representative will
be suitably qualified and informed in relation to the matters to be considered by the Steering
Group and be able to provide sufficient information on a relevant matter to the Steering Group
to enable the Steering Group to properly assess performance under the Contract.

18A.14.5 The Contractor must devote sufficient resources, at its cost, to monitoring and
reviewing the Operation Service for compliance with the Contractor’s normal quality checks and
processes.

18A.15 Independent Compliance Audit

18A.15.1 The Contractor will keep separate records and accounts of the Operation Service in
sufficient detail to enable the Employer to have a complete understanding of all material steps
taken in connection with the Operation Service.

18A.15.2 Once every three (3) months during the applicable Operation Service Period, the
Employer may, at its cost, appoint an expert, auditor or inspector to:

(a) monitor compliance with the Contract, all Applicable Laws, the Operating and
Maintenance Procedures and the Operation and Maintenance Manuals;

(b) review the Contractor’s operating practices and procedures in connection with
providing the Operation Service and/or benchmark in accordance with a standard
benchmarking agreement to be reasonably agreed between the Parties (using
internationally recognised benchmark metrics), on the quality of, and prices for,
Operation Service delivery to determine whether the Contractor is exercising
reasonable procedures to control the resources utilised in providing the Operation
Service and to determine whether the Contract Price for Operation Service represents
a fair value for the Operation Service having regard to prices charged by other service
providers for similar services; and

(c) issue a written report to the Steering Group and the Contractor setting forth its findings,
conclusions and recommendations for changes in the Contractor’s operating practices
and procedures and any appropriate increase or decrease in the Contract Price for

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 Operation Service.

18A.15.3 The Parties will review that report and work together in good faith and in accordance
with the procedure set out in Clause 20.3 (Variation Procedure) to agree on any appropriate
changes to the Contractor’s operating practices and procedures and any increase or decrease
in the Contract Price for Operation Service.

18A.15.4 For the purposes of Clause 18A.15.2, the Contractor grants to the Employer (and to
the Employer’s agents) rights to:

(a) reasonable access to all parts of the Contractor’s and any Subcontractors’ premises
used to provide the Operation Service;

(b) inspect the Contractor’s and the Subcontractors’ operations used to provide the
Operation Service (including its resources, practices, procedures and systems);

(c) inspect and take copies of the Contractor’s and the Subcontractors’ business records
related to the Operation Service; and

(d) interview the employees and contractors of the Contractor and the Subcontractors and
the people who receive the benefit from, or who are otherwise affected by the Operation
Service.

18A.15.5 The Contractor will, in its subcontract with any Subcontractor, procure the rights set out
in Clause 18A.15.4.

18A.15.6 The Contractor will provide such expert, auditor and/or inspector with any assistance
they reasonably require in connection with their inspection.

18A.16 Completion of Operation Service

18A.16.1 Unless the Parties have mutually agreed to prolong the Operation Service, the
obligation of the Contractor to provide the Operation Service shall cease at the end of the
applicable Operation Service Period.

18A.16.2 Notwithstanding the foregoing, the conditions set out in Clause 19.9 (Performance
Certificate) must be satisfied before the Contractor will be entitled to receive the Performance
Certificate in accordance with Clause 19.9 (Performance Certificate).

19. DEFECTS LIABILITY

19.1 Completion of Outstanding Work and Remedying Defects

19.1.1 In order that the Works and each Section shall be in the condition required by the Contract (fair
wear and tear excepted) by the expiry date of the relevant Defects Notification Period or as
soon as practicable thereafter, the Contractor shall:

(a) complete any work which is outstanding or which requires rectification on the date
stated in a Taking Over Certificate and carry out any outstanding Tests Prior to
Completion, either by the dates or within the time periods set out in the Specification or
within such time as is instructed by the Engineer (at his absolute discretion) at the risk
and cost of the Contractor; and

(b) execute all work and re-work required to remedy any defects (including design defects)
and deficiencies and any damage arising from such defects and deficiencies
discovered after issue of a Taking Over Certificate, as may be notified by the Employer
or the Engineer either by the dates or within the time periods set out in the Specification
or within such time as is instructed by the Engineer (at his absolute discretion) and in
any event on or before the expiry date of the Defects Notification Period.

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19.1.2 If a defect appears or damage occurs, Employer or the Engineer shall notify the Contractor.

19.1.3 Notwithstanding the expiry of the Defects Notification Period, the Contractor shall remain liable
for defects in the Works which arise prior to the expiry of the applicable Defects Notification
Period which a reasonable examination by the Employer would not have disclosed at such time
and which has, or is reasonably likely to have, a material effect on the performance, reliability,
safety or cost of the Works.

19.1.4 Nothing in the Contract relating to defects liability or latent defects shall override or diminish the
Contractor's liability under the laws of the City of Riyadh and the laws of the Kingdom of Saudi
Arabia for decennial liability and inherent defects in respect of the Works.

19.1.5 Operation Service Period

(a) The Contractor shall be responsible for repairing and making good any defect (whether
though re-performance or otherwise) that is notified during the applicable Operation
Service Period, whether such defect is notified by the Employer or the Engineer, or
observed by the Contractor itself, either by the dates or within the time periods set out
in the Specification or within such time as is instructed by the Engineer (at his absolute
discretion) and in any event on or before the expiry date of the Defects Notification
Period.

(b) The Performance Certificate under Clause 19.9 (Performance Certificate) shall not be
issued until all defects and all outstanding work identified during the applicable
Operation Service Period have been completed.

19.2 Cost of Remedying Defects

All work referred to in Clause 19.1 (Completion of Outstanding Work and Remedying Defects)
shall be executed at the risk and cost of the Contractor, unless such work is required to remedy
any defect and/or damage to the Works or a Section (as the case may be) that is solely
attributable to the Employer's use of the Works or Section (as applicable) after responsibility
for the care of the Works or Section (as applicable) passed to the Employer in accordance with
Clause 24.2 (Contractor's Care of the Works), in which case the Engineer may give notice to
the Contractor and Clause 20.3 (Variation Procedure) shall apply.

19.3 Extension of Defects Notification Period

19.3.1 Where any part or component of the Works or any Section (including items of Plant, Goods
and/or Materials) has to be repaired or replaced during the Defects Notification Period, then the
Defects Notification Period for such repaired or replaced part or component of the Works or
Section shall recommence anew on the date upon which the repair or replacement is completed,
provided always that the aggregate Defects Notification Period for repaired or replaced parts or
components shall not extend beyond the fourth (4th) anniversary of the date stated in the final
Taking Over Certificate issued under the Contract as being the date on which the whole of the
Works achieved Substantial Completion.

19.3.2 Where any part or component of the Works or any Section (including items of Plant, Goods
and/or Materials) has to be constructed or installed in order to complete outstanding work,
during the Defects Notification Period, then the Defects Notification Period for such constructed
or installed part or component of the Works or Section shall commence on the date upon which
the construction or installation is completed, provided always that the Defects Notification
Period for such constructed or installed part or component shall not extend beyond the fourth
(4th) anniversary of the date stated in the final Taking Over Certificate issued under the Contract
as being the date on which the whole of the Works achieved Substantial Completion.

19.4 Failure to Remedy Defects

19.4.1 If the Contractor fails to complete any work which is outstanding or remedy any defect,
deficiency or damage notified by the Engineer (or the Employer, as applicable) pursuant to

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 Clause 19.1.1 or Clause 19.1.5 within either the time set out in the Specification or, where no
time is stated, within a reasonable time, a date may be fixed by (or on behalf of) the Employer,
on or by which the outstanding work is to be completed or the defect, deficiency or damage
shall be remedied. The Contractor shall be given reasonable notice of this date.

19.4.2 If the Contractor fails to complete the outstanding work or remedy the defect, deficiency or
damage by the notified date referred to in Clause 19.4.1 and the work was to be executed at
the cost of the Contractor under Clause 19.2 (Cost of Remedying Defects), the Employer may
(at its option):

(a) carry out the work itself or by others, in a reasonable manner and at the Contractor's
cost, and the Contractor shall, subject to Clause 10.2 (Employer's Claims), pay to the
Employer the costs incurred by the Employer in remedying the defect, deficiency or
damage;

(b) require the Engineer to agree or determine a deduction from amounts otherwise due to
the Contractor or require the Engineer to determine such a deduction, subject to Clause
10.2 (Employer's Claims), and in accordance with Clause 11.4 (Determinations); or

(c) if the outstanding work, defect, deficiency or damage deprives the Employer of
substantially the whole benefit of the Works or any major part of the Works, terminate
the Contract as a whole, or in respect of such major part which cannot be put to the
intended use. Without prejudice to any other rights, under the Contract or otherwise,
the Employer shall then be entitled to recover all sums paid for the Works or for such
part (as the case may be), plus financing costs and the cost of dismantling the same,
clearing the Site and returning salvageable Plant and Materials to the Contractor.

19.5 Removal of Defective Work

If the defect, deficiency or damage cannot be remedied expeditiously on the Site and the
Employer gives consent, the Contractor may remove from the Site for the purposes of repair
such items of Plant as are defective, deficient or damaged. If the Employer so requires, the
Contractor shall:

(a) increase the amount of the Performance Security by the full replacement cost of any
such item of Plant, or provide other appropriate security to the satisfaction of the
Employer; and

(b) where any such item of Plant is in operational service at the time of removal, or is
expected to come into operational service during the period of its absence from Site,
the Contractor shall provide temporary plant in place of such item of Plant until such
item of Plant which was removed from the Site has been fully repaired, returned to the
Site, reconnected to the Works and tested and commissioned, and has entered
operational service.

19.6 Further Tests

19.6.1 If the work of completing outstanding work or remedying any defect, deficiency or damage may
affect the performance of the Works, the Employer and/or the Engineer may require the
repetition of any of the tests described in the Contract including Tests Prior to Completion. Such
requirement shall be made by notice within twenty-eight (28) Days after the defect or damage
is remedied.

19.6.2 These tests shall be carried out in accordance with the terms applicable to the previous tests,
except that they shall be carried out at the risk and cost of the Party liable, under Clause 19.2
(Cost of Remedying Defects), for the cost of the work.

19.7 Right of Access

Following the issuance of a Taking Over Certificate for a Section or the whole of the Works and

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 until the Performance Certificate has been issued, the Contractor shall have a right of
reasonable access to the relevant Section or the whole of the Works (as applicable) and to
records of the operation and performance of the relevant Section or the whole of the Works (as
applicable) solely for the purpose of completing outstanding work, performing the Operation
Service and/or remedying any defect, deficiency or damage notified by the Engineer pursuant
to Clause 19.1 (Completion of Outstanding Work and Remedying Defects), subject to:

(a) the provision of reasonable prior written notice to the Employer and any relevant Third
Party, that rights of access may be required and the extent of such right of access;

(b) coordination and cooperation with the Employer, Engineer and any relevant Third Party
as to the timing and duration of such right of access (the Contractor acknowledges that
it may only be allowed right of access to premises out of hours and/or at times which
are convenient to the Employer and any relevant Third Party); and

(c) compliance with any safety and Security Requirements, the Employer's operational
requests and health and safety, environmental, security and/or working practice
provisions (including those of the Employer) which may be applicable to contractors
working within the Employer's, and/or relevant Third Party's premises.

19.8 Contractor to Search

19.8.1 The Contractor shall, if required by the Engineer, search for the cause of any defect, deficiency
or damage, under the direction of the Engineer. The Contractor will only be entitled to
reimbursement of the Cost of carrying out such search where and to the extent it is found that
the cause of the problem was not related to a defect, deficiency or damage which the Contractor
is responsible for remedying at its own cost pursuant to Clause 19.2 (Cost of Remedying
Defects) in which case the Contractor shall give notice to the Engineer and shall be entitled
subject to Schedule 4 (Contract Price, Payment Terms and Payment Schedule), Part 2,
paragraph 1 (Contract Price) and Clause 25.1 (Contractor's Claims) to payment of any such
Cost, which shall be added to the Contract Price.

19.8.2 After receiving the notice referred to in Clause 19.1, the Engineer shall proceed in accordance
with Clause 11.4 (Determinations) to agree or determine the matters contained in such notice.

19.8.3 The provisions of Clause 19.8 shall apply to the Contractor's activities during the Defects
Notification Period.

19.9 Performance Certificate

19.9.1 Subject to Clause 11.1 (Engineer's Duties and Authority), the Engineer shall issue the
Performance Certificate within twenty-eight (28) Days after the latest of the expiry dates of the
Defects Notification Periods, or as soon thereafter as the Contractor has ostensibly fulfilled all
of its obligations under the Contract, including the completion of any work which was
outstanding and/or required rectification on the date stated in a Taking Over Certificate, the
provision of the Operation Service, and/or the remedying and retesting of any defects,
deficiencies and/or damage in the Works or the Operation Service notified by the Employer or
the Engineer pursuant to Clause 19.1.1.

19.9.2 If the Engineer fails to issue the Performance Certificate in accordance with Clause 19.9.1, the
Contractor shall send the Engineer a written reminder. The Engineer may refuse to issue the
Performance Certificate where in its view the contractual requirements for the issue of that
certificate have not been complied with and this has been indicated to the Contractor.

19.10 Unfulfilled Obligations

After the Performance Certificate has been issued, each Party shall remain liable for the
fulfilment of any obligation which remains unperformed at that time (including, for the avoidance
of doubt, the rectification of any latent and inherent defects for which the Contractor is liable
under Clause 19.9 (Performance Certificate)). For the purposes of determining the nature and

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 extent of unperformed obligations, the Contract shall be deemed to remain in force.

19.11 Clearance of Site

19.11.1 Upon receiving the Performance Certificate, the Contractor shall remove any remaining
Contractor's Equipment, surplus Materials, wreckage, rubbish and Temporary Works from the
Site.

19.11.2 If the items described in Clause 19.11.1 have not been removed within twenty-eight (28) Days
after the Engineer issues the Performance Certificate, the Employer may sell or otherwise
dispose of any remaining items. The Employer shall be entitled to be promptly paid by the
Contractor for the costs incurred in connection with, or attributable to, such sale or disposal and
restoration of the Site.

19.11.3 Any balance of the monies from the sale shall be paid to the Contractor. If these monies are
less than the Employer's costs, the Contractor shall pay the outstanding balance to the
Employer.

20. VARIATIONS AND ADJUSTMENTS

20.1 Right to Vary

20.1.1 Subject to Clause 11.1.2(a), the Engineer may, at any time prior to the issue of the Performance
Certificate in respect of the Works, either:

(a) issue instructions requiring the implementation of Variations with immediate effect; or

(b) request the Contractor to submit proposals for the implementation of Variations.

20.1.2 If the Variation requires the omission of work, the Employer may have the omitted work carried
out by others or not as it sees fit, and in either event, the Contractor shall have no claim for loss
of profit or contribution to overheads which it would have earned but for such omission. For the
avoidance of doubt, a Variation may require the omission of a Section or Sections of the Works
or a part of the Operation Service.

20.1.3 All Variations are to be instructed or confirmed in writing by the Engineer by way of sequentially
numbered Variation Orders. The time and cost implications of Variations are to be recorded in
a Time/Cost Record (see Appendix 5 (Form of Time/Cost Records)) in accordance with Clause
11.5 (Time/Cost Records).

20.1.4 The Contractor shall comply with and give immediate effect to any and all Variations instructed
or confirmed in writing by the Engineer by way of formal Variation Order.

20.1.5 If the Contractor:

(a) is unclear as to whether the Engineer has issued instructions requiring the
implementation of a Variation with immediate effect or is simply requesting the
Contractor to submit proposals for the implementation of a Variation; or

(b) is of the view that the Engineer has issued instructions constituting a Variation which
are not in the form of or have not been confirmed in writing by the Engineer by way of
a formal Variation Order,

the Contractor shall send the Engineer a written request within forty-eight (48) hours of receipt
of the Engineer's instructions seeking written confirmation as to whether the Engineer requires
the Contractor to submit proposals for the implementation of a Variation or intends to issue a
formal Variation Order in respect of such instructions.

20.1.6 If the Contractor proceeds to implement a Variation which is not the subject of a formal Variation

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 Order without seeking and obtaining written confirmation in accordance with Clause 20.1.5, it
does so entirely at its own risk and the Contractor shall not be entitled to contend at a
subsequent date that the instruction in question constituted a Variation and shall have no claim
to any extension of the Time for Completion, reimbursement of additional Costs and/or
adjustment to the Contract Price in respect thereof.

20.2 Value Engineering

20.2.1 The Contractor shall if required by the Engineer to do so and may of its own volition, at any
time, submit to the Engineer, or require a tenderer or Subcontractor to submit, a written proposal
which (in the Contractor's opinion) will, if adopted:

(a) accelerate completion in advance of the Time for Completion;

(b) reduce the cost to the Employer of executing, maintaining or operating the Works;

(c) improve the efficiency or value to the Employer of the completed Works; or

(d) otherwise be of benefit to the Employer.

20.2.2 Without prejudice to the generality of Clause 20.2.1, the Contractor undertakes to propose to
the Employer, and the Employer may at its sole discretion at any time before the scheduled
date of delivery to Site of the relevant Hardware choose to obtain from the Contractor a proposal
for, any item of equipment in substitution for any corresponding item of Hardware where the
substitute item contains new technology or has better performance characteristics than such
Hardware. When the Contractor makes the proposal, it shall notify the Employer of any change
to the Contract Price which would result from such substitution.

20.2.3 Without prejudice to the generality of Clause 20.2.1, the Contractor undertakes to propose to
the Employer, and the Employer may at its sole discretion at any time before the scheduled
date of delivery to Site of the relevant component of the Software choose to obtain from the
Contractor a proposal for, any item of software in substitution for any corresponding component
of the Software where the substitute item contains new technology or has better performance
characteristics than such component of the Software. When the Contractor makes the proposal,
it shall notify the Employer of any change to the Contract Price which would result from such
substitution.

20.2.4 Any proposal shall be prepared at the cost of the Contractor, tenderer or Subcontractor (as
applicable) and shall include the items listed in Clause 20.3 (Variation Procedure). In the event
that the Employer wishes to accept any proposal of the Contractor, the Engineer shall issue
instructions requiring the implementation of a Variation in relation thereto with immediate effect
pursuant to Clause 20.1.1(a). If such instructions are either in the form of or subsequently
confirmed in writing by way of a formal Variation Order, the Contractor shall proceed to
implement such Variation.

20.3 Variation Procedure

20.3.1 If the Engineer issues instructions requiring the implementation of a Variation with immediate
effect pursuant to Clause 20.1.1(a) and such instructions are either in the form of or
subsequently confirmed in writing by way of a formal Variation Order, the Contractor shall
proceed to implement such Variation as may be necessary and appropriate and as may be
agreed by the Engineer to reflect the requisite Variation.

20.3.2 Subject to Clause 20.3.4, the Engineer shall proceed to agree, or determine any adjustment to
the Contract Price by reason of a Variation, by evaluating each item of work in accordance with
the method of measurement used to prepare Schedule 8 (Schedule of Rates or Bill of Quantities)
and the appropriate rate or price. For each item of work, the appropriate rate or price for the
item shall be the rate or price specified for such item in Schedule 8 (Schedule of Rates or Bill
of Quantities) or, if there is no such item, the rate or price specified for similar work. However,
a new rate or price shall be appropriate for an item of work if:

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 (a) no rate or price is specified in Schedule 8 (Schedule of Rates or Bill of Quantities) for
this item; and

(b) no specified rate or price is appropriate because the item of work is of substantially
different character, or is executed under substantially different conditions, as any item
in Schedule 8 (Schedule of Rates or Bill of Quantities).

Each new rate or price shall be derived from any relevant rates or prices in Schedule 8
(Schedule of Rates or Bill of Quantities), with reasonable adjustments to take account of the
matters described in Clause 20.3.5(a) and Clause 20.3.5(b), as applicable. If no rates or prices
are relevant for the derivation of a new rate or price, it shall be derived from the reasonable
Cost of executing the work, together with reasonable profit, taking account of any other relevant
matters. Until such time as an appropriate rate or price is agreed or determined, the Engineer
shall determine a provisional rate or price for the purposes of interim payments under Schedule
4 (Contract Price, Payment Terms and Payment Schedule).

20.3.3 Unless otherwise agreed between the Parties, any entitlement to an extension of the Time for
Completion by reason of a Variation, shall be determined in accordance with Clause 11.4
(Determinations), Clause 16.5 (Extension of Time for Completion), Clause 25.1 (Contractor's
Claims) and Clause 25.2 (Delay Analysis).

20.3.4 If the Engineer requests a proposal (including a proposal referred to in Clause 20.2 (Value
Engineering)), or the Contractor submits a proposal referred to in Clause 20.2 (Value
Engineering), prior to the Engineer instructing a Variation, the Contractor shall, within seven (7)
Days of receiving the Engineer's request, provide the Engineer with:

(a) a description of the proposed work to be performed and a programme for its execution;
and

(b) a "rough order of magnitude" (the "ROM") preliminary report as to the likely time, Cost
and technical/performance ramifications of the proposed Variation.

20.3.5 If having considered the Contractor's proposal submitted in accordance with Clause 20.3.4(a)
and ROM the Engineer still wishes the Contractor to proceed and submit detailed proposals for
the implementation of the proposed Variation, the Engineer shall notify the Contractor in writing
that it still wishes to proceed and within twenty-one (21) Days (or such other period as the
Parties acting reasonably shall agree) of receiving such confirmation, the Contractor shall
prepare and submit for review and appraisal by the Engineer a detailed report comprising:

(a) the Contractor's considered and detailed analysis as to the technical and performance
related ramifications of the proposed Variation, including any consequential
amendments which may need to be made to the Specification;

(b) the steps and measures which the Contractor would have to take and additional
resources (if any) which the Contractor would have to commit in order to implement the
proposed Variation;

(c) the Contractor's best estimate as to the maximum and minimum timescales within
which the Contractor anticipates being able to carry out and complete each of the
constituent steps and measures referred to in Clause 20.3.5(b) utilising the resources
which the Contractor proposes committing to such activities;

(d) the Contractor's assessment as to whether the proposed Variation is likely to cause
delay to Substantial Completion and/or Taking Over of the Works or Section or the
completion of any Milestone pursuant to Clause 18.1 (Taking Over of the Works and
Sections) and if so, the period of extension of the Time for Completion which the
Contractor anticipates that it will be entitled to if the proposed Variation were instructed
by the Engineer as a Variation;

(e) the Contractor's assessment as to the likely Cost of implementing the proposed

10261440338-v8 80 76-40685004
 Variation, or reduction in the Contract Price which is expected to result from the
Variation, broken down and analysed by reference to anticipated quantities and unit
rates and prices for Plant and Materials, anticipated labour hours and rates and prices,
additional and/or extended preliminaries at applicable rates and prices, and overhead
(unless included in unit rates and prices), for implementing the proposed Variation; and

(f) the Contractor's assessment of the adjustment to the Contract Price which ought to be
made to reflect the Cost breakdown and analysis referred to in Clause 20.3.5(e).

20.3.6 In addition to the breakdown and analysis of Cost referred to in Clause 20.3.5, and assessment
as to the adjustment to the Contract Price referred to in Clause 20.3.5, the Contractor shall also
provide the Engineer with its assessment of the lump sum price which it would be fair and
reasonable for a contractor to expect to be paid for implementing the proposed Variation or
lump sum reduction in the Contract Price which is expected to result from the Variation, in the
contractual and factual circumstances in which the Contractor may be instructed to implement
the proposed Variation. The Contractor shall also supply, if requested, an assessment on the
same basis as set out in Clause 20.3.5 but assuming that any delay to the critical path will be
recovered by accelerated working.

20.3.7 The Engineer shall review and appraise the Contractor's proposals and advise the Contractor
as to whether it proposes to proceed with the proposed Variation and on what basis.

20.3.8 The Engineer shall be entitled to elect to either instruct the Contractor to proceed on a Cost
plus basis, on the basis of evaluation procedure in Clause 20.3.2, or on the basis of the
alternative lump sum price proposed by the Contractor.

20.3.9 The Contractor shall not be entitled to defer, delay or suspend the execution of any of the Works
and/or the Operation Service (including any aspects and/or elements of the Works and/or the
Operation Service which may be affected by the proposed Variation) whilst the Engineer
considers and/or the Parties discuss and endeavour to agree the Contractor's proposals.

20.3.10 If the Engineer accepts the Contractor's proposals, then:

(a) a Variation Order will be issued reflecting the Contractor's proposals;

(b) the Specification shall be amended and/or adjusted accordingly;

(c) subject to the issue of a Time/Cost Record pursuant to Clause 11.5 (Time/Cost
Records), the Programme and Time for Completion shall be amended and/or adjusted
accordingly; and

(d) subject to Clause 20.3.8, the Contract Price shall be adjusted accordingly.

20.3.11 If the Engineer rejects the Contractor's proposals the Engineer shall nevertheless be entitled to
issue instructions requiring the implementation of the proposed Variation or any modified or
alternate Variation with immediate effect pursuant to Clause 20.1.1(a), in which case, the
implications of the Variation and the Contractor's entitlement (if any) to an extension of the Time
for Completion and reimbursement of additional Cost and any adjustment to the Contract Price
shall be dealt with in the manner prescribed in Clause 20.3.1 to Clause 20.3.3 and Clause
20.3.8 as if no proposals had ever been submitted by the Contractor.

20.3.12 If following discussions regarding the Contractor's proposals the Parties are able to agree on
modified proposals or certain aspects or elements of the Contractor's proposals, a Variation
Order may be issued reflecting the points of agreement (which shall be binding upon the Parties)
and identifying those points or issues which are to be determined in due course in accordance
with Clause 20.3.11.

20.4 Provisional Sums

20.4.1 Each Provisional Sum shall only be used, in whole or in part, in accordance with the Engineer's

10261440338-v8 81 76-40685004
 instructions and the Contract Price shall be adjusted accordingly. If the Engineer requests a
proposal from the Contractor for a Provisional Sum item, then the Contractor shall submit such
proposal in accordance with the Engineer's request within the time period stated in the
Engineer's request for a proposal, or within seven (7) days if no time period is stated under the
Engineer's request for a proposal. The proposal shall contain at a minimum three (3) quotations
with sufficient substantiation to allow the Engineer to assess the proposed amount. The
proposal shall also include the Contractor's recommendation. The Engineer shall agree,
disagree or request a revised proposal. If the Engineer requests a revised proposal, then the
Contractor shall submit such proposal within a further seven (7) days.

20.4.2 The total sum paid to the Contractor shall include only such amounts, for the work, supplies or
services to which the Provisional Sum relates, as the Engineer shall have instructed. For each
Provisional Sum, the Engineer may instruct:

(a) work to be executed (including Plant, Materials or services to be supplied) by the

Contractor and valued under Clause 20.3 (Variation Procedure); and/or

(b) Plant, Materials or services to be purchased by the Contractor, for which there shall be
added to the Contract Price less the original Provisional Sum

(i) the actual amounts paid (or due to be paid) by the Contractor; and

(ii) a sum for overhead charges and profit, calculated as a percentage of these
actual amounts by applying the relevant percentage rate (if any) stated in the
Contract.

20.4.3 The Contractor shall, when required by the Engineer, promptly produce quotations, invoices,
vouchers and accounts or receipts in substantiation.

20.4.4 The Contractor shall not be entitled to an extension of the Time for Completion in respect of
any Provisional Sum. The Contract Price will be adjusted to take account of the expenditure of
the Provisional Sum but no adjustment shall be made to the percentage for Contractors
overhead and profit or to the amounts for general attendance. The value of the Provisional Sum
will be taken to include these items.

20.5 Daywork

20.5.1 For work of a minor or incidental nature, the Engineer may instruct that a Variation shall be
executed on a daywork basis. The work shall then be valued in accordance with Schedule 8
(Schedule of Rates or Bill of Quantities) included in the Contract, and the following procedure
shall apply. If a daywork schedule is not included in the Contract, this Clause shall not apply.

20.5.2 Before ordering Goods for the work, the Contractor shall submit quotations to the Engineer (with
a copy to the Employer). When applying for payment, the Contractor shall submit invoices,
vouchers and accounts or receipts for any Goods.

20.5.3 Except for any items for which the daywork schedule specifies that payment is not due, the
Contractor shall deliver each Day to the Engineer (with a copy to the Employer) accurate
statements in duplicate which shall include the following details of the resources used in
executing the previous Day's work:

(a) the names, occupations and time of Contractor's Personnel;

(b) the identification, type and time of Contractor's Equipment and Temporary Works, and

(c) the quantities and types of Plant and Materials used.

20.5.4 One copy of each statement will, if correct, or when agreed, be signed by the Engineer and
returned to the Contractor. The Contractor shall then submit priced statements of these
resources to the Engineer (with a copy to the Employer), prior to their inclusion in the next

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 Statement pursuant to Schedule 4 (Contract Price, Payment Terms and Payment Schedule).

20.6 Adjustments for Changes in Applicable Law

20.6.1 Subject to this Clause 20.6 (Adjustments for Changes in Applicable Law), the Contractor shall
be entitled to reimbursement of any additional Cost and the Contract Price shall be adjusted to
take account of any increase or decrease in Cost resulting from a change made after the
Effective Date in the Applicable Laws enforced within the Country (including the introduction of
new Applicable Laws and the repeal or modification of existing Applicable Laws) or in the
judicial or official governmental interpretation of such Applicable Laws, which in either case
requires a change to the method of construction of the Works, the method of working for the
Operation Service and/or the Programme, provided always that the Contractor shall not be
entitled to any relief under this Clause 20.6 (Adjustments for Changes in Applicable Law) where
the relevant change in the Applicable Laws or judicial or official governmental interpretation of
such Applicable Laws, was or should have been reasonably foreseeable by the Contractor prior
to the Effective Date and/or may reasonably have been avoided or overcome by the Contractor.

20.6.2 If the Contractor suffers (or will suffer) critical delay and/or incurs (or will incur) additional Cost
as a result of changes made after the Effective Date in the Applicable Laws (save where the
relevant change in the Applicable Laws or judicial or official governmental interpretation of such
Applicable Laws was or should have been reasonably foreseeable by the Contractor prior to
the Effective Date and/or may reasonably have been avoided or overcome by the Contractor),
the Contractor shall give notice to the Engineer and shall be entitled subject to Clause 20.6.1,
Clause 16.5 (Extension of Time for Completion), Schedule 4 (Contract Price, Payment Terms
and Payment Schedule), Part 2, paragraph 1 (Contract Price), Clause 25.1 (Contractor's Claims)
and Clause 25.2 (Delay Analysis) to:

(a) an extension of the Time for Completion for any such delay, if the Time for Completion
is or will be delayed; and

(b) payment of any such Cost, which shall be added to the Contract Price.

20.6.3 After receiving the notice referred to in Clause 20.6.2, the Engineer shall proceed in accordance
with Clause 11.4 (Determinations) to agree or determine the matters contained in such notice.

20.6.4 For the avoidance of doubt, the Contractor shall not be entitled to reimbursement of Cost and/or
any adjustment to the Contract Price under this Clause 20.6 (Adjustments for Changes in
Applicable Law), where and to the extent the changes in Applicable Laws affect any taxes,
levies or imposts relating to the employment of staff and labour as referred to in Clause 14
(Staff and Labour) and/or give rise to any increased operational expenditure of the Contractor
which does not arise as a result of a legally required change to the method of construction of
the Works, the method of working for the Operation Service and/or the Programme.

21. THE CONTRACT PRICE, MEASUREMENT AND PAYMENT

21.1 The Contract Price

Unless otherwise stated in this Contract,

(a) the Contractor agrees that:

(i) the Contract Price for Construction shall not exceed SAR [insert ●]
([write out] Saudi Arabian Riyals);

(ii) the Contract Price for Operation Service shall not exceed SAR [insert
●] ([write out] Saudi Arabian Riyals)6; and

6 KAFD to advise whether the Contract Price should be broken down into the Contract Price for Construction and the
Contract Price for Operation Service. See also Schedule 1 (Definitions).

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 (iii) the Contract Price may only be adjusted in accordance with Clause
20.3 (Variation Procedure) and with Schedule 4 (Contract Price,
Payment Terms and Payment Schedule); and

(b) in the event the Works are re-measured progressively as the Works proceed, the Final
Contract Price for Construction shall be determined pursuant to Schedule 4 (Contract
Price, Payment Terms and Payment Schedule), Part 1.

21.2 Measurement

21.2.1 In accordance with Schedule 4 (Contract Price, Payment Terms and Payment Schedule), Part
3, (Remeasurement), the Works shall be measured in accordance with the method of
measurement stated in Schedule 2 (Particulars). Measurement shall be made of the net actual
quantity of each item of the Permanent Works.

21.2.2 Except as otherwise stated in the Contract, Schedule 8 (Schedule of Rates or Bill of Quantities)
shall be used for the purposes of Statements submitted for valuing works and for ascertaining
new rates all as set out in Schedule 4 (Contract Price, Payment Terms and Payment Schedule).

21.3 Payment

21.3.1 Payments for the Works and the Operation Service shall be made to the Contractor in
accordance with Schedule 4 (Contract Price, Payment Terms and Payment Schedule).

21.3.2 All payments due by the Employer to the Contractor shall be subject to all rights of retention,
compensation, withholding, set-off or refraining from performance on the part of the Employer,
and all rights to enforce obligations against the Contractor on the part of the Employer. Such
rights shall include, but shall not be limited to, a right on the part of the Employer to withhold or
set off from any payment due to the Contractor under this Contract, or under any other contract
between the Employer and the Contractor, amounts equivalent to any payments, costs, charges,
expenses and damages for which the Contractor is liable to the Employer under or in connection
with this Contract. This right does not limit the right of the Employer to recover these amounts
in any other way.

21.3.3 All payments due by the Employer to the Contractor shall be further subject to the Contractor's
execution of a Disclosure as set out in Clause 9.15.3 in the form of Appendix 6 (Form of
Contractor Disclosure), whereby the Contractor confirms the sums due, if any, to those
Subcontractors and/or Suppliers listed on the Disclosure and whereby the Contractor's
Subcontractor and/or Supplier executes a Payment Verification in the form of Appendix 7 (Form
of Subcontractor Payment Verification) confirming the same. No Interim Payment Certificate
shall be issued unless and until the Contractor has executed the Disclosure and its
Subcontractors and/or Suppliers have executed the Payment Verification. For the avoidance
of doubt, the Employer shall consider any representations made by the Contractor in the
Disclosure to be material and shall be entitled to rely upon the Disclosure for truth and accuracy.
The Employer shall have at all times the right to verify amounts paid to any of the
Subcontractors and/or Suppliers listed in the table attached to Schedule 13 (List of
Subcontractors and Suppliers).

22. TERMINATION BY EMPLOYER

22.1 Notice to Correct

If the Contractor fails to carry out any obligation under the Contract, the Engineer may by notice
require the Contractor to make good the failure and to remedy it within a specified time.

22.2 Termination by Employer for Contractor Default

22.2.1 The Employer may by notice terminate the Contract immediately if:

(a) an Insolvency Event occurs in relation to the Contractor or any Parent Company

10261440338-v8 84 76-40685004
 Guarantor, or the Employer (acting reasonably) is of the opinion that an Insolvency
Event is likely to occur in relation to the Contractor or any Parent Company Guarantor;

(b) the Contractor, or subject to Clause 27.3.2, a Subcontractor, an Affiliate of the

Contractor or any Subcontractor, or any of the Contractor's Personnel, commits a
Prohibited Act; or

(c) the Contractor would be liable but for the operation of the limit stated in Schedule 2
(Particulars) to pay delay damages in excess of the maximum amount stated in
Schedule 2 (Particulars); or

(d) the Employer elects to do so under Clause 9.5.6(c) or Clause 29 (Change of Control).

22.2.2 The Employer may, upon giving the Contractor fourteen (14) Days' notice, terminate this
Contract if the Contractor:

(a) fails to comply with Clause 12.4 (Maintenance of Bonds and Parent Company
Guarantee);

(b) fails to comply with a notice under Clause 22.1 (Notice to Correct);

(c) abandons the Works and/or the Operation Service or otherwise plainly demonstrates
the intention not to continue performance of its obligations under the Contract;

(d) without reasonable excuse, fails:

(i) to proceed with the Works or any Section (as the case may be) in
accordance with Clause 16 (Commencement, Delays and
Suspension);

(ii) to comply with a notice issued under Clause 15.4 (Rejection) or Clause
15.5 (Remedial Work), within twenty-eight (28) days after receiving it;
or

(iii) to proceed with the Operation Service in accordance with Clause 18A
(Operation Service)7;

(e) subcontracts part of or the whole of the Works and/or the Operation Service without the
consent of the Employer required in accordance with Clause 12.8 (Subcontracting and
Suppliers);

(f) assigns or transfers its rights, interests or obligations under or in the Contract or in the
Subcontracts other than as expressly permitted under the Contract, or if the Parent
Company Guarantor assigns or transfers any rights, interests or obligations under its
Parent Company Guarantee;

(g) fails to comply with Clause 9.15 (Financial Statements and Disclosure Obligations);
Clause 12.1.6, Clause 12.26 (Progress Reports) and Clause 13.7.1 (As-built
Documents);

(h) fails to pay its Subcontractors and/or Suppliers;

(i) makes any false Disclosure;

(j) suspends the performance of the Works and/or the Operation Service or any part
thereof other than in accordance with Clause 23.1 (Contractor's Entitlement to Suspend
Work or Operation Service) or as a consequence of Force Majeure pursuant to Clause

7 Additional Contractor events of default for failure to meet the Service Levels to be discussed once there is greater
clarity on the Service Levels and the associated Schedule 17.

10261440338-v8 85 76-40685004
 28 (Force Majeure) or as necessary for the safety or security of the Works;

(k) persistently fails to execute the Works and/or the Operation Service in accordance with
the requirements of the Contract or persistently neglects to carry out and/or fulfil its
obligations and/or responsibilities under the Contract without due cause and the
Employer has given fourteen (14) Days' notice of its intention to terminate the Contract
unless the Contractor is able to satisfy the Employer that appropriate steps are being
taken to ensure that there is no reoccurrence of such default;

(l) is in breach of any material obligation that it has under the Contract and the Employer
has given fourteen (14) Days' notice of its intention to terminate the Contract unless the
Contractor remedies such breach to the satisfaction of the Employer, and the
Contractor fails or is unable to remedy such breach to the satisfaction of the Employer
prior to the expiry of such notice;

(m) is unable or fails to make a material start to a Section or a part of the Works on Site
within sixty (60) Days of the Employer granting right of access to the relevant Section
or part of the Site (other than as a result of Force Majeure), or if, having commenced
the Works on Site the Contractor is unable or fails to proceed with the Works with due
expedition and without delay (other than as a result of Force Majeure or Employer
breach);

(n) fails to progress the Works such that, in the opinion of the Engineer, the Contractor will
be unable to achieve Taking Over of the Works or Section in accordance with Clause
18.1 (Taking Over of the Works and Sections) prior to accruing delay damages
(including delay damages payable for any failure to complete Milestone Works as
required by the Contract) which would but for the operation of the limit stated in
Schedule 2 (Particulars) exceed the limit of delay damages stated in Schedule 2
(Particulars);

(o) fails to comply with Applicable Laws (except if instructed to do so by the Engineer in
writing) which exposes the Employer to liability or adversely impacts upon the
Employer's ability to use, operate, maintain, finance, lease or dispose of the completed
Works, the Component Project and/or the Project and the Employer has given fourteen
(14) Days' notice of its intention to terminate the Contract unless the Contractor
remedies such breach to the satisfaction of the Employer, and the Contractor fails or is
unable to remedy such breach to the satisfaction of the Employer prior to the expiry of
such notice;

(p) fails to pay any sum rightfully demanded by the Employer within the prescribed time
period, or in the absence of a prescribed time period, within a reasonable period of such
demand (being a sum which is not reasonably in dispute and which the Employer is not
able to set off against any sum due to the Contractor); or

(q) fails to provide any one of the Performance Security and/or Bonds required under the
Contract when required so to do; or

(r) if the Contractor is unable, after best efforts, to procure for the Employer the right to
continue using a system, or to provide the Employer with a functionally equivalent non-
infringing system acceptable to the Employer pursuant to Clause 9.5.6(b)(i).

22.2.3 The Employer's election to terminate the Contract (whether under this Clause 22.2 (Termination
by Employer for Contractor Default) or otherwise) shall not prejudice any other rights of the
Employer, under the Contract or otherwise.

22.2.4 Where any of the circumstances described in Clause 22.2.1 or Clause 22.2.2 has occurred and
the Employer is entitled to terminate the Contract, the Employer may at its sole discretion, in
lieu of such termination, elect to omit a Section(s) or any other parts of the Works and/or the
Operation Service (only to the extent the Operation Service has been instructed by the
Employer under an Operation Notice to Proceed) by way of Variation pursuant to Clause 20.1

10261440338-v8 86 76-40685004
 (Right to Vary), irrespective of whether the circumstances described in Clause 22.2.1 or Clause
22.2.2 have occurred in respect of such Section(s) or other parts of the Works and/or the
Operation Service and may instruct another contractor to carry out such omitted work and the
Contractor shall have no claim for loss of profit or contribution to overheads which it would have
earned but for such omission. In the event of such omission, the provisions of Clause 22.3
(Consequences of Termination for Contractor Default) to Clause 22.5 (Payment after
Termination for Contractor Default) shall apply to such omitted Section(s) or other parts of the
Works and/or the Operation Service as if the Contract had been terminated in respect of such
Section(s) or other parts of the Works and/or the Operation Service. The Employer's right to
omit a Section(s) or any other parts of the Works and/or the Operation Service (only to the
extent the Operation Service has been instructed by the Employer under an Operation Notice
to Proceed) pursuant to this Clause 22.2.4 shall be without prejudice to the Employer's right at
any time to omit any part or Section(s) or any other parts of the Works and/or the Operation
Service pursuant to Clause 20.1 (Right to Vary), but shall not be subject to any restrictions on
giving such omitted work to another contractor at any time.

22.3 Consequences of Termination for Contractor Default

22.3.1 After a notice of termination pursuant to Clause 22.2 (Termination by Employer for Contractor
Default) has taken effect, the Contractor shall promptly:

(a) cease all further Works and Operation Service, except for such Works and Operation
Service as may have been instructed by the Employer for the protection of life or
property or for the safety of the Works;

(b) deliver to the Employer all Contractor's Documents;

(c) deliver to the Employer any required Goods, including the Hardware and Software and
all licences relating thereto;

(d) remove all other Goods from the Site, except as necessary for safety, and leave the
Site; and

(e) use its best efforts to comply immediately with any reasonable instructions included in
the notice referred to in Clause 22.2.1 or Clause 22.2.2 for the assignment or novation
of any subcontract or consultant's appointment, and for the protection of life or property
or for the safety of the Works.

22.3.2 After termination in accordance with Clause 22.2 (Termination by Employer for Contractor
Default), the Employer may complete the Works and/or the Operation Service and/or arrange
for any other entities to do so. The Employer and these entities may then use any Goods and
any relevant Contractor's Documents made by or on behalf of the Contractor.

22.3.3 Following completion of the Works and/or the Operation Service by the Employer or any other
entity as referred to in Clause 22.3.2, the Engineer shall give notice to the Contractor that the
Contractor's Equipment and Temporary Works shall be released to the Contractor at or near
the Site. The Contractor shall promptly arrange their removal, at the risk and cost of the
Contractor. However, if by this time the Contractor has failed to make a payment due to the
Employer, these items may be sold by the Employer in order to recover this payment. Any
balance of the proceeds shall then be paid to the Contractor.

22.4 Valuation at Date of Termination for Contractor Default

As soon as practicable after a notice of termination under Clause 22.2 (Termination by

Employer for Contractor Default) has taken effect, the Engineer shall proceed in accordance
with Clause 11.4 (Determinations) to agree or determine the value of the Works, Goods and
Contractor's Documents, and any other sums due to the Contractor for work executed in
accordance with the Contract.

22.5 Payment after Termination for Contractor Default

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22.5.1 After a notice of termination under Clause 22.2 (Termination by Employer for Contractor Default)
has taken effect, the Employer may:

(a) withhold further payments to the Contractor until the costs of execution, completion and
remedying of any defects, damages for delay in completion (if any), and all other costs
incurred by the Employer, have been established; and/or

(b) recover from the Contractor any losses and damages incurred by the Employer
(including any losses incurred or amounts properly payable by the Employer to Lenders
as a result of the termination) and any extra costs of completing the Works and/or the
Operation Service, which shall be payable on an ongoing basis within fifty-six (56) Days
following the submittal of an invoice of such actual or estimated amounts by the
Employer to the Contractor, subject to reconciliation (if required) of any over payment
or under payment following completion of the Works and/or the Operation Service. After
recovering any such losses, damages and extra costs and following completion of the
Works and/or the Operation Service, the Employer shall pay any sums due to the
Contractor under Clause 22.4 (Valuation at Date of Termination for Contractor Default)8.

22.5.2 For the avoidance of doubt, after a notice of termination under Clause 22.2 (Termination by
Employer for Contractor Default) has taken effect, the Employer shall not be liable to pay to the
Contractor any further amount (including damages for breach) in respect of the Contract until
the completion and Taking Over or abandonment of the Works and/or the Operation Service by
the Employer.

22.6 Termination for Employer's Convenience

The Employer shall be entitled to terminate the Contract, including the removal/omission of any
Section of the Works and/or the Operation Service hereunder, at any time for the Employer's
convenience, by giving notice of such termination to the Contractor. The termination shall take
effect twenty-eight (28) Days after the date on which the Contractor receives this notice.

22.7 Consequences of Termination for Employer's Convenience

22.7.1 After a notice of termination under Clause 22.6 (Termination for Employer's Convenience), has
taken effect, the Contractor shall promptly:

(a) cease all further Works and Operation Service, except for such Works and Operation
Service as may have been instructed by the Employer for the protection of life or
property or for the safety of the Works;

(b) deliver to the Employer all Contractor's Documents;

(c) deliver to the Employer, Plant, Materials and other work, for which the Contractor has
received payment, including the Hardware and Software and all licences relating
thereto;

(d) remove all other Goods from the Site, except as necessary for safety, and leave the
Site; and

(e) use its best efforts to comply immediately with any reasonable instructions included in
the notice referred to in Clause 22.6 (Termination for Employer's Convenience) for the
assignment or novation of any subcontract or consultant's appointment and for the
protection of life or property or for the safety of the Works.

22.7.2 After termination in accordance with Clause 22.6 (Termination for Employer's Convenience),
the Employer may complete the Works and/or the Operation Service and/or arrange for any
other entities to do so. The Employer and these entities may then use any relevant Contractor's

8 KAFD to consider whether to include in Clause 22.4 the additional cost of a replacement contractor/operator
appointed to carry out the Works/Operation Service over and above the Contract Price.

10261440338-v8 88 76-40685004
 Documents made by or on behalf of the Contractor.

22.8 Payment after Termination for Employer's Convenience

22.8.1 After a notice of termination under Clause 22.6 (Termination for Employer's Convenience) has
taken effect, the Employer shall return the Performance Security to the Contractor and pay to
the Contractor:

(a) the amounts payable for any Works and Operation Service (instructed by the Employer
under an Operation Notice to Proceed) carried out by the Contractor in accordance with
the Contract up to the date of termination less the amount of all payments previously
paid to the Contractor;

(b) the Cost of Plant and Materials ordered for the Works and/or the Operation Service
(instructed by the Employer under an Operation Notice to Proceed) which have been
delivered to the Contractor, or of which the Contractor is liable to accept delivery. Such
Plant and Materials shall become the property of (and be at the risk of) the Employer
when paid for by the Employer, and the Contractor shall place the same at the
Employer's disposal;

(c) any other Cost which in the circumstances was reasonably and unavoidably incurred
by the Contractor in the expectation of completing the Works and/or the Operation
Service (instructed by the Employer under an Operation Notice to Proceed);

(d) the Cost of removal of Temporary Works and Contractor's Equipment from the Site and
the return of these items to the Contractor's country (or to any other destination at no
greater cost); and

(e) the Cost of demobilisation and repatriation of the Contractor's staff and labour where
such individuals were brought into the Country solely for the purpose of, and remain
employed wholly in connection with, the Works and/or the Operation Service (instructed
by the Employer under an Operation Notice to Proceed) at the date of termination.

22.8.2 The Contractor shall not be entitled to any payment under this Clause 22.8 (Payment after
Termination for Employer's Convenience) unless and until the Contractor has completed its
obligations under Clause 22.7 (Consequences of Termination for Employer's Convenience).

22.8.3 In the event of termination of the Contract for the Employer's convenience, the Contractor shall
not be entitled to recover any profit or contribution to its overheads which, but for the termination,
the Contractor would have earned in the execution of any part of the Works and/or the Operation
Service (instructed by the Employer under an Operation Notice to Proceed).

23. SUSPENSION AND TERMINATION BY CONTRACTOR

23.1 Contractor's Entitlement to Suspend Work or Operation Service

23.1.1 If the Employer fails to pay to the Contractor the amount due under any Interim Payment
Certificate or the Final Payment Certificate for Construction within sixty (60) Days after the
expiry of the time stated in Schedule 4 (Contract Price, Payment Terms and Payment Schedule),
Part 1 (General), paragraph 4.7 (Timing of Payments) within which payment is to be made,
subject to any deduction, withholding or set-off that the Employer is entitled to make under the
Contract, the Contractor may give the Employer thirty (30) Days' notice that it is considering
suspending the Works and/or the Operation Service for such failure and if payment of the
amount due is not forthcoming within such period the Contractor may serve a notice of
suspension and then suspend work unless and until the Contractor has received the payment
originally certified as being due (subject to any deduction, withholding or set-off that the
Employer is entitled to make under the Contract).

23.1.2 The Contractor's action pursuant to Clause 23.1.1 shall not prejudice its entitlement to terminate
the Contract under Clause 23.2 (Termination by Contractor).

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23.1.3 If the Contractor subsequently receives such payment (as described in the notice referred to in
Clause 23.1.1) before giving a notice of termination, the Contractor shall resume normal
working as soon as is reasonably practicable.

23.2 Termination by Contractor

23.2.1 Subject to Clause 23.2.2, the Contractor shall be entitled to terminate the Contract if:

(a) the Employer fails to pay to the Contractor the amount due under any Interim Payment
Certificate or the Final Payment Certificate for Construction within sixty (60) Days after
the expiry of the time stated Schedule 4 (Contract Price, Payment Terms and Payment
Schedule), part 1, paragraph 4.7 (Timing of payments) within which payment is to be
made, subject to any deduction, withholding or set-off that the Employer is entitled to
make under the Contract and the Contractor has served a notice on the Employer
following such further sixty (60) Day period advising the Employer of its intention to
terminate the Contract unless payment is forthcoming within a further thirty (30) Days,
and the Employer fails to make payment of the amount due and payable by the
Employer to the Contractor within the further aforementioned thirty (30) Days' notice
period;

(b) subject to Clause 16.8 (Cause for Suspension) a prolonged suspension affects the
whole of the Works and/or the Operation Service as described in Clause 16.10
(Prolonged Suspension); or

(c) an Insolvency Event occurs in relation to the Employer; or

(d) a prolonged suspension affects the whole of the Operation Service as described in
Clause 18A.12.5.

23.2.2 If the Employer fails to make payment of the amount due and payable by the Employer to the
Contractor within the further thirty (30) Day notice period stated in Clause 23.2.1(a), the
Contractor shall be entitled to serve a further notice on the Employer notifying the Employer of
the Contractor's intention to treat the Contract as having been terminated if the Employer fails
to make payment of the amount due and payable by the Employer to the Contractor within a
period of thirty (30) Days after the Employer's receipt of the Contractor's further notice. In any
of the events and/or circumstances set out in Clause 23.2.1(b), Clause 23.2.1(c) and 23.2.1(d),
the Contractor shall be entitled to serve a notice on the Employer, with a copy to the Engineer,
notifying the Employer of the Contractor's intention to treat the Contract as having been
terminated if the Employer fails to lift the suspension and instruct the recommencement of the
Works and/or the Operation Service or provide the Contractor with security in respect of the
Employer's insolvency within a period of thirty (30) Days of receipt of the Contractor's notice.

23.2.3 The Contractor's election to terminate the Contract shall not prejudice any other rights of the
Contractor, under the Contract or otherwise.

23.3 Consequences of Termination by Contractor

After a notice of termination under Clause 23.2 (Termination by Contractor) has taken effect,
the Contractor shall promptly:

(a) cease all further Works and Operation Service, except such Works and Operation
Service as may have been instructed by the Engineer for the protection of life or
property or for the safety of the Works;

(b) deliver to the Employer all Contractor's Documents;

(c) deliver to the Employer Plant, Materials and other work, for which the Contractor has
received payment, including the Hardware and Software and all licences relating
thereto; and

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 (d) remove all other Goods from the Site, except as necessary for safety, and leave the
Site.

23.4 Payment on Termination by Contractor

23.4.1 After a notice of termination under Clause 23.2 (Termination by Contractor) has taken effect,
the Employer shall pay to the Contractor:

(a) the amounts payable for any Works and Operation Service (instructed by the Employer
under an Operation Notice to Proceed) carried out by the Contractor in accordance with
the Contract up to the date of termination less the amount of all payments previously
paid to the Contractor;

(b) the Cost of Plant and Materials ordered for the Works and/or the Operation Service
(instructed by the Employer under an Operation Notice to Proceed) which have been
delivered to the Contractor, or of which the Contractor is liable to accept delivery. Such
Plant and Materials shall become the property of (and be at the risk of) the Employer
when paid for by the Employer, and the Contractor shall place the same at the
Employer's disposal;

(c) any other Cost which in the circumstances was reasonably and unavoidably incurred
by the Contractor in the expectation of completing the Works and/or the Operation
Service (instructed by the Employer under an Operation Notice to Proceed);

(d) the Cost of removal of Temporary Works and Contractor's Equipment from the Site and
the return of these items to the Contractor's works in its country (or to any other
destination at no greater cost); and

(e) the Cost of demobilisation and repatriation of the Contractor's staff and labour where
such individuals were brought into the Country solely for the purpose of, and remain
employed wholly in connection with, the Works and/or the Operation Service (instructed
by the Employer under an Operation Notice to Proceed) at the date of termination.

23.4.2 The Contractor acknowledges that the above payments represent its full entitlement to
compensation and Cost in the event of a termination pursuant to Clause 23.2 (Termination by
Contractor).

24. RISK AND RESPONSIBILITY

24.1 Indemnities

24.1.1 The Contractor shall defend, indemnify and hold the Indemnified Parties harmless against any
and all losses, liabilities, damages, fines, costs, expenses (including legal fees), demands,
claims, actions or proceedings which the Indemnified Parties may suffer or incur in respect of:

(a) bodily injury, sickness, disease or death, of any person;

(b) damage to or loss of any real or personal property;

(c) any third parties including a Lender in respect of a loan or other financing facility;

(d) an Intellectual Property infringement claim pursuant to Clause 9.5.6; and

(e) any claims of Other Contractors arising out of the Contractor's failure to comply with its
cooperation and co-ordination obligations under Clause 12.10 (Cooperation).

in each case as a result of or in connection with any acts or omissions of the Contractor,
the Subcontractors or any of their respective employees, agents, representatives,
subcontractors and/or suppliers in connection with the Contract, the Works, the

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 Operation Service, the Component Project and/or the Project except to the extent that
the same was caused by the Gross Negligence or wilful default of the Indemnified Party
seeking indemnification. For the purposes of this Clause 24.1.1, the expression "third
parties" shall mean persons other than the Indemnified Parties.

24.1.2 The Employer shall indemnify and hold harmless the Contractor, the Contractor's Personnel
and their respective agents, against and from all claims, damages, losses and expenses
(including legal fees and expenses) in respect of bodily injury, sickness, disease or death, which
is attributable to the Gross Negligence or wilful default of the Employer, the Employer's
Personnel or any of their respective agents.

24.2 Contractor's Care of the Works

24.2.1 The Contractor shall take full responsibility for the care of the Works and Goods from the
Commencement Date until the Performance Certificate is issued, when responsibility for the
care of the Works shall pass to the Employer.

24.2.2 After responsibility has passed to the Employer, the Contractor shall remain responsible for the
care of any work which is outstanding on the date stated in the Performance Certificate, until
this outstanding work has been completed.

24.2.3 If any loss or damage occurs to the Works, Goods or Contractor's Documents during the period
when the Contractor is responsible for their care, from any cause not listed in Clause 24.3
(Employer's Risks), the Contractor shall rectify the loss or damage at the Contractor's risk and
cost, so that the Works, Goods and Contractor's Documents conform with the Contract.

24.2.4 The Contractor shall be liable for any loss or damage caused by any actions performed by the
Contractor after the Performance Certificate has been issued. The Contractor shall also be
liable for any loss or damage which occurs after the Performance Certificate has been issued
and which arose from a previous event for which the Contractor was liable.

24.2.5 For the avoidance of doubt, the completion of any Milestone Works shall in no way relieve the
Contractor of any of its obligations under this Clause 24.2 (Contractor's Care of the Works).

24.3 Employer's Risks

The risks, which are limited to those accruing within the Country, as referred to in Clause 24.2
(Contractor's Care of the Works) and Clause 24.4 (Consequences of Employer's Risks), are:

(a) war, hostilities (whether war is declared or not), invasion, acts of foreign enemies;

(b) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war;

(c) riot, commotion or disorder by persons other than the Contractor's Personnel and other
employees of the Contractor and Subcontractors; and

(d) munitions of war, explosive materials, ionising radiation or contamination by

radioactivity, within the Country, except as may be attributable to the Contractor's use
of such munitions, explosives, radiation or radioactivity.

24.4 Consequences of Employer's Risks

24.4.1 If and to the extent that any of the risks listed in Clause 24.3 (Employer's Risks) results in loss
or damage to the Works, Goods or Contractor's Documents, the Contractor shall promptly give
notice to the Engineer and shall rectify this loss or damage to the extent required by the
Engineer.

24.4.2 If the Contractor suffers critical delay and/or incurs Cost from rectifying this loss or damage, the
Contractor shall give a further notice to the Engineer and shall be entitled subject to Clause

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 16.5 (Extension of Time for Completion), Schedule 4 (Contract Price, Payment Terms and
Payment Schedule), Part 2, paragraph 1 (Contract Price), Clause 25.1 (Contractor's Claims)
and Clause 25.2 (Delay Analysis) to:

(a) an extension of the Time for Completion for any such delay, if the Time for Completion
is or will be delayed; and

(b) payment of any such Cost (which shall be limited to the cost of rectifying such loss or
damage), which shall be added to the Contract Price.

24.4.3 After receiving notice under Clause 24.4.2, the Engineer shall proceed in accordance with
Clause 11.4 (Determinations) to agree or determine these matters.

25. CLAIMS, DISPUTES AND ARBITRATION

25.1 Contractor's Claims

25.1.1 If the Contractor considers itself to be entitled to any extension of the Time for Completion,
reimbursement of additional Costs incurred and/or an adjustment to the Contract Price, under
any provision of the Contract, or payment of damages or any other costs, the Contractor shall
give notice to the Engineer, describing the event or circumstance giving rise to the claim. The
notice shall be given as soon as practicable, and not later than twenty-one (21) Days after the
Contractor became aware, or should have become aware, of the event or circumstance giving
rise to such entitlement. It shall be a condition precedent to any entitlement to claim under this
Clause 25.1 that the Contractor strictly complies with the notice period stated herein. This
Clause 25.1.1 and Clause 12.26.3(k) requiring the Contractor to provide in its progress reports
notice of any claim which the Contractor anticipates making in the next month are material
terms of these General Conditions. The Contractor understands that the notice to be provided
through Clause 12.26.3(k) shall not supplant the notice to be provided by the Contractor under
this Clause 25.

25.1.2 If the Contractor fails to give notice of a claim within such period of twenty-one (21) Days and
fails to comply with Clause 12.26.3(k), the Contractor shall not be entitled to any extension of
the Time for Completion, reimbursement of additional Costs and/or adjustment to the Contract
Price, and the Employer shall be discharged from all liability in connection with what otherwise
may have been a legitimate claim. Otherwise, the following provisions of this Clause 25.1
(Contractor's Claims) shall apply.

25.1.3 The Contractor shall also submit any other notices which are required by the Contract, and
supporting particulars for the claim, all as relevant to such event or circumstance.

25.1.4 Any notice provided under this Clause 25.1 (Contractor's Claims) shall include the
contemporary records as may be necessary to substantiate the claim. Without admitting liability,
the Engineer may, after receiving any notice under this Clause 25.1 (Contractor's Claims),
monitor the record-keeping and/or instruct the Contractor to submit further contemporary
records. The Contractor shall further permit the Engineer to inspect its records, and shall (if
instructed) promptly submit copies to the Engineer; the provision of such copies by the
Contractor shall be without charge. If the Contractor fails to give notice of claim in accordance
with this Clause, the Contractor shall not be entitled to any extension of the Time for Completion,
reimbursement of additional Costs and/or adjustment to the Contract Price, and the Employer
shall be discharged from all liability in connection with what otherwise may have been a
legitimate claim. For the avoidance of doubt, the Contractor must provide prompt notice and
fully detailed contemporaneous records to support its claim at the time of submission.

25.1.5 Within forty-two (42) Days after the Contractor becomes aware (or should have become aware)
of an event or circumstance giving rise to a claim in the opinion of the Contractor, or within such
other period as may be proposed by the Contractor and approved by the Engineer (both acting
reasonably having regard to the nature and complexity of the claim), the Contractor shall send
to the Engineer a fully detailed claim which shall include full supporting particulars of the basis
of the claim and of the extension of the Time for Completion, reimbursement of additional Cost

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 and/or adjustment to the Contract Price claimed, in full compliance with the Protocol for
Contractor claim submissions included in Schedule 9 (Project Controls). If the event or
circumstance giving rise to the claim has a continuing effect:

(a) this fully detailed claim shall be considered as interim;

(b) the Contractor shall send further interim claims at monthly intervals, giving the
accumulated delay additional Cost and/or adjustment to the Contract Price claimed,
and such further particulars as the Engineer may reasonably require; and

(c) the Contractor shall send a final claim within fourteen (14) Days after the end of the
effects resulting from the event or circumstance, or within such other period as may be
proposed by the Contractor and approved by the Engineer.

25.1.6 Within twenty-eight (28) Days after receiving a fully detailed claim, a final claim in accordance
with Clause 25.1.5(c) or any further particulars supporting a previous claim or following receipt
of a Delay Analysis in accordance with Clause 25.2 (Delay Analysis), or within such other period
as may be proposed by the Engineer and approved by the Contractor, the Engineer shall
respond with approval, or with disapproval and detailed comments. The Engineer may also
request any necessary further particulars, but shall nevertheless give its response on the
principles of the claim within such time. If the Engineer disapproves such claim and the
Contractor objects to the Engineer's disapproval, the dispute shall be referred for resolution in
accordance with Clause 25.3 (Dispute Resolution).

25.1.7 Each interim payment shall include amounts for any claims that have been reasonably
substantiated as due under the relevant provision of the Contract. Unless and until particulars
supplied are sufficient to substantiate the whole of any particular claim, the Contractor shall
only be entitled to payment for such part of the claim as it has been able to substantiate to the
standard required by the Engineer or the Employer.

25.1.8 The Engineer shall proceed in accordance with Clause 11.4 (Determinations) to agree or
determine:

(a) the extension (if any) of the Time for Completion (before or after its expiry) in
accordance with Clause 16.5 (Extension of Time for Completion); and/or

(b) the additional payment and adjustment to the Contract Price (if any) to which the
Contractor is entitled under the Contract.

25.1.9 The requirements of this Clause 25.1 (Contractor's Claims) are in addition to those of
any other provision of the Contract which may apply to a claim. If the Contractor fails
to comply with this or another such provision in relation to any claim, any extension of
the Time for Completion, reimbursement of additional Cost and/or adjustment to the
Contract Price shall take account of the extent (if any) to which the failure has prevented
or prejudiced proper investigation of the claim, unless the claim is excluded under
Clause 25.1 (Contractor's Claims).

25.2 Delay Analysis

25.2.1 In order to assist the Engineer in determining the Contractor's entitlement to any extension of
the Time for Completion claimed by the Contractor pursuant to Clause 25.1 (Contractor's
Claims), the Contractor shall, no later than twenty-eight (28) Days after submitting a claim
request, prepare and provide a detailed Delay Analysis in accordance with the Protocol for
Contractor claim submissions included at Schedule 9 (Project Controls). If the Contractor fails
to submit a Delay Analysis in accordance with the Protocol for Contractor claim submissions,
the Contractor shall not be entitled to any extension of the Time for Completion, reimbursement
of additional Costs and/or adjustment to the Contract Price, and the Employer shall be
discharged from all liability in connection with what otherwise may have been a legitimate claim.

25.3 Dispute Resolution

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25.3.1 Upon agreement of both Parties, the Parties may, at any time, seek to avoid potential
disagreements, disputes, differences, controversies or claims through resort to the Project
Facilitation Board (the "PFB") procedure set out at Article 11 (Avoidance of Disputes) and Article
12 (Informal Assistance) of Schedule 15 (the PFB Procedure).

25.3.2 Furthermore, in the event of any dispute, difference, controversy or claim between the Parties
arising out of or in connection with or relating to the Contract (a "Dispute"), and particularly
Disputes arising under Clause 11.1 (Engineer's Duties and Responsibilities), 11.3 (Instructions
of the Engineer), Clause 11.4 (Determinations), Clause 16.5 (Extension of Time for Completion),
Clause 20 (Variations and Adjustments), Clause 21 (The Contract Price, Measurement and
Payment) and/or Disputes that may give rise to a Contractor claim under Clause 25.1
(Contractor's Claims), upon agreement of both Parties, the Parties may, within twenty (20) Days
of a written notice from one Party (the "Notifying Party") to the other Party (a "Dispute Notice"),
with a copy to the PFB, submit the Dispute to the PFB pursuant to the procedure set out in
Article 13 et seq. of Schedule 15 (the PFB Procedure) in an effort to resolve the Dispute.

25.3.3 In the event that either Party is dissatisfied with a Decision (or corrected Decision as the case
may be) issued pursuant to the PFB Procedure, the Party shall give notice of such
dissatisfaction within thirty (30) Days of the receipt of the PFB's Decision (or corrected Decision
as the case may be) (the "Notice of Dissatisfaction"). The PFB shall acknowledge receipt of
such Notice of Dissatisfaction. Within ten (10) Days following the PFB's acknowledgement of
receipt of the Notice of Dissatisfaction, the Dispute may be referred to arbitration as hereinafter
provided.

25.3.4 Any Dispute not otherwise resolved through the procedures set out at Clauses 25.3.1 to 25.3.3
or through the Parties' good-faith attempt at an amicable resolution of their Dispute shall be
exclusively and finally settled by arbitration in accordance with the rules of the Saudi Centre for
Commercial Arbitration (the "Rules"), as amended by the terms set out in this Clause, by a
panel of three (3) arbitrators appointed in accordance with Clause 25.3 (Dispute Resolution).
The language of the arbitration including any award(s) shall be English and the seat and place
of arbitration shall be in the City of Riyadh, Kingdom of Saudi Arabia.

25.3.5 If, when any Dispute is referred to arbitration and the Employer is of the opinion that any dispute,
difference, controversy or claim under a Relevant Contract or Project Document has any
connection with the Contract ("Connected Dispute") the Employer may by notice in writing
require, notwithstanding any provisions of the Rules relating to the consolidation of proceedings,
that the Connected Dispute be referred to arbitration and be dealt with in a single arbitration
proceeding by the arbitral tribunal to whom the Dispute has been referred. The Parties to the
Contract, the Relevant Contracts and Project Documents, by incorporation of corresponding
Clauses in those agreements, have agreed that the Employer is entitled so to do.

25.3.6 If a dispute, difference, controversy or claim under a Relevant Contract or Project Document
has been referred to arbitration under the dispute resolution provisions of such Relevant
Contract or Project Document and the Employer is of the opinion that it has any connection with
a Dispute which is to be (but has not yet been) referred to a single arbitration under this Contract,
the Employer may by notice in writing require, notwithstanding any provisions of the Rules,
relating to the consolidation of proceedings, that the Dispute be referred to arbitration and be
dealt with by the arbitral tribunal to whom the Connected Dispute has been referred. The Parties
to the Contract, the Relevant Contracts and Project Documents, by incorporation of
corresponding Clauses in those agreements, have agreed that the Employer is entitled so to
do.

25.3.7 The Party seeking to refer a Dispute to arbitration shall file a request for arbitration in
accordance with the Rules, as amended by this Clause 25.3 (Dispute Resolution) (the
"Request") with the Administrator (the "Administrator"). The Request shall identify all parties
who have been included in the Dispute Notice and the nature of the Dispute.

25.3.8 Subject to Clause 25.3.12, if the Parties alone are involved in any arbitration proceedings
pursuant to this Clause 25.3 (Dispute Resolution), then each Party shall each nominate an
arbitrator within thirty (30) Days of the date on which the Request is filed with the Administrator.

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 The third arbitrator shall be agreed and nominated by the first two arbitrators within thirty (30)
Days of the second arbitrator's nomination being confirmed by the Administrator, and shall
serve as chairman of the arbitral tribunal.

25.3.9 If:

(a) either Party fails to nominate an arbitrator; or

(b) the first two arbitrators fail to nominate a third arbitrator,

in accordance with this Clause 25.3.9, then the relevant arbitrator(s) shall be appointed by the
Administrator.

25.3.10 If consolidation of proceedings occurs pursuant to this Clause 25.3 (Dispute Resolution) at a
time when no tribunal has been appointed and there are more than two (2) parties involved in
the consolidated proceedings (each a "Participant"), then, unless agreed otherwise and subject
to Clause 25.3.11, all three arbitrators shall be appointed by the Administrator which shall
designate one of them to act as chairman.

25.3.11 Where there are multiple Participants to the arbitration, yet only a single claimant or aligned
group of claimants (being either the party or parties who commenced the arbitration and any
party who, through joinder or otherwise, becomes aligned with such party or parties) and single
respondent or aligned group of respondents (being either the party or parties against whom the
claimant made its claim, and any party who, through joinder or otherwise, becomes aligned with
such party or parties, and includes a respondent making a counterclaim), which alignment shall
be confirmed in writing by all Participants, then the three arbitrators shall be appointed in the
same manner as set out in Clause 25.3.8 above.

25.3.12 Arbitrators may be appointed from among the nationals of any country, whether or not a
Participant is a national of that country. At least one (1) arbitrator shall be a commercial lawyer
or former judge with substantial experience in the resolution of complex and major international
commercial disputes and in international arbitration proceedings.

25.3.13 Where there are more than two (2) Participants in any arbitral proceedings, each Participant
who wishes to pursue a claim in the arbitration shall, within thirty (30) Days of the later of:

(a) the date of receipt of the Request by the Administrator; or

(b) written confirmation by the Administrator that proceedings in respect of a Dispute and
any Connected Dispute have been consolidated,

file with the Administrator and with all other Participants a claim submission setting out its claim
in reasonable detail and identifying the Participant(s) from whom it seeks relief. Within thirty
(30) Days of receipt of the relevant claim submission, each Participant from whom relief is
sought may respond by filing a defence submission, including any counterclaims, with the
Administrator and with all other Participants. Each Participant from whom relief is sought in a
counterclaim may, in turn, respond by filing a reply with the Administrator and with all other
Participants within thirty (30) Days of the filing of the relevant counterclaim.

25.3.14 The arbitral tribunal shall have the widest discretion to discharge its duties allowed under such
law(s) or rules of law as the arbitral tribunal may determine to be applicable; and at all times
the parties shall do everything necessary for the fair, efficient and expeditious conduct of the
arbitration. Such discretion shall include, but shall not be limited to, the power to do any of the
following:

(a) determine procedural issues and make procedural orders (including peremptory,
declaratory, provisional, and injunctive orders);

(b) determine a timetable for the arbitration procedure, subject to the obligation contained
elsewhere about deadlines;

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 (c) direct any party to disclose documents;

(d) draw adverse inferences;

(e) consolidate and bifurcate proceedings;

(f) hold hearings in locations other than the seat of the arbitration, if it is just and convenient
to do so;

(g) make separate awards on different issues at different times in respect of all parties so
implicated in the arbitration; and

(h) order the payment of costs and interest as appropriate.

25.3.15 The Participants hereby agree that the date for rendering a final award in any arbitration
pursuant to this Clause 25.3 (Dispute Resolution) shall be fifteen (15) months from the date
upon which the third arbitrator's appointment is confirmed and that such period may be
extended by a further six (6) months at the discretion of the arbitral tribunal.

25.3.16 Any award or decision of the arbitrators in respect of the Dispute shall be binding upon the
parties to the Contract and all other parties to the Relevant Contracts and Project Documents
who have received notice from the Employer under Clause 25.3.5 or Clause 25.3.6 whether or
not they were Participants in the arbitration in which the award or decision is made. The Parties
waive any right to refer any question of law and any right of appeal on the law and/or merits to
any court. It is expressly agreed that the arbitrators shall have no authority to award aggravated,
exemplary or punitive damages. The Parties undertake to give effect to and implement any
award made pursuant to this Clause 25.3 (Dispute Resolution). In any subsequent Dispute, the
Parties shall be bound by any existing factual or legal determination in an arbitration under this
Clause 25.3 (Dispute Resolution). In any arbitration commenced to resolve such subsequent
Dispute, the arbitral tribunal appointed thereto shall attempt to resolve such subsequent Dispute
in a manner which does not conflict with an existing award given in an arbitration under this
Clause 25.3 (Dispute Resolution).

25.3.17 By agreeing to arbitration in accordance with this Clause 25.3 (Dispute Resolution), the Parties
do not intend to deprive any competent court of its jurisdiction to issue a pre-arbitral injunction,
pre-arbitral attachment or other order in aid of the arbitration proceedings or the enforcement
of any award. Any interim or provisional relief ordered by any competent court may
subsequently be vacated, continued or modified by the arbitral tribunal on the application of
either Party.

25.3.18 The Parties undertake to keep confidential all awards in any arbitration, together with all
materials in the proceedings created for the purpose of the arbitration and all other documents
produced by another Party in the proceedings not otherwise in the public domain, save and to
the extent that disclosure may be required of a Party in any arbitration proposed or commenced
under this Clause 25.3 (Dispute Resolution), by legal duty, to protect or pursue a legal right or
to enforce or challenge an award in bona fide legal proceedings before a state court or other
judicial authority.

25.3.19 This Clause 25.3 (Dispute Resolution) shall survive the expiration or termination of the Contract
and in such event shall be treated as an independent arbitration agreement. This Clause 25.3
(Dispute Resolution) shall not be regarded as invalid, non-existent or ineffective in the event
that the rest of the Contract is invalid, or did not come into existence or has become ineffective,
and it shall for that purpose be treated as a distinct agreement.

25.3.20 Subject to Clause 22.3.1 the Contractor shall not be entitled to suspend, defer or modify the
performance of the Works or any of its other obligations or responsibilities under the Contract
and shall continue to perform or fulfil them pending the resolution of any dispute or difference,
including, for the avoidance of doubt, a dispute or difference regarding payment or arising out
of or in connection with any Variation Order.

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26. ASSIGNMENT AND NOVATION

26.1.1 The Contractor shall not assign, charge, novate or otherwise transfer any right or obligation
under this Contract to any other person, without the express written consent of the Employer,
which consent may be withheld by the Employer in its sole discretion.

26.1.2 The Employer may, in its sole discretion and on giving prior written notice to the Contractor,
assign, charge, novate or otherwise transfer any right, title, benefit or interest it has in or under
this Contract to any person including any right, title, benefit or interest it has in any particular
Section of the Works. Upon receiving the notice described in this Clause 26.1.2, the Contractor
shall forthwith, upon the Employer's request, do any act or thing or execute any document as
may be required to give effect to such assignment, charge, novation, or other transfer.

26.1.3 Within ten (10) Days of receiving a written request from the Employer, the Contractor shall enter
into a novation agreement in the form set out in Appendix 4 (Form of Novation Agreement)
together with:

(a) any amendments that the Employer may reasonably request; and

(b) any other necessary agreements to give effect to such novation.

27. ANTI-CORRUPTION AND CONFLICT OF INTEREST PROVISIONS

27.1 Definition of Prohibited Acts

The following are Prohibited Acts for the purposes of the Contract:

(a) offering, giving or agreeing to offer or give to, or accepting or agreeing to accept from,
any person employed by or on behalf of the Employer, an Affiliate of the Employer, the
Employer's Personnel, Consultants, Other Contractors, any public body or
Governmental Authority any bribe, gift, gratuity, commission or consideration of any
kind as an inducement or reward:

(i) for doing or not doing (or for having done or not having done) any act in relation
to the obtaining or performance of the Contract or any other agreement or
arrangement relating to the Works, the Operation Service, the Component
Project and/or the Project; or

(ii) for showing or not showing favour or disfavour to any person in relation to the
Contract or any other agreement or arrangement relating to the Works, the
Operation Service, the Component Project and/or the Project;

(b) entering into the Contract or any other agreement or arrangement with the Employer,
an Affiliate of the Employer, the Employer's Personnel, Consultants, Other Contractors,
or any public body or Governmental Authority relating to the Works, the Operation
Service, the Component Project and/or the Project in connection with which
commission has been paid or has been agreed to be paid by the Contractor or on its
behalf, or to its knowledge, unless before the Contract is entered into, the particulars of
any such commission and the terms and conditions of any such arrangement for the
payment thereof have been disclosed in writing to the Employer and any relevant public
body or Governmental Authority;

(c) committing any offence under any Applicable Laws creating offences in respect of
fraudulent acts in relation to the obtaining or performance of the Contract or any other
agreement or arrangement relating to the Works, the Operation Service, the
Component Project and/or the Project; or

(d) defrauding or attempting to defraud or conspiring to defraud the Employer, an Affiliate

of the Employer, any public body or Governmental Authority.

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27.2 Representation by Contractor

The Contractor represents to the Employer that it has not committed any Prohibited Act in
connection with its entry into the Contract and covenants that it will not commit any Prohibited
Act in connection with the Contract.

27.3 Committing Prohibited Acts

27.3.1 Where a Prohibited Act is or has been committed by the Contractor or an Affiliate of the
Contractor, the Employer may terminate the Contract forthwith pursuant to Clause 22.2
(Termination by Employer for Contractor Default) without having to make further payment to
the Contractor for any of the Works carried out prior to such termination, notwithstanding Clause
22.4 (Valuation at Date of Termination for Contractor Default) and Clause 22.5 (Payment after
Termination for Contractor Default).

27.3.2 Where a Prohibited Act is or has been committed by a Subcontractor or by an employee,

servant or agent of the Contractor, an Affiliate of the Contractor or Subcontractor, the Employer
may give written notice to the Contractor of its intention to terminate the Contract pursuant to
Clause 27.3.1 as if the Prohibited Act had been committed by the Contractor or Affiliate of the
Contractor. The Employer may proceed to terminate the Contract forthwith pursuant to Clause
27.3.1, unless the Contractor terminates or procures the termination of the employment,
appointment or involvement of the relevant Subcontractor, employee, servant or agent in
relation to the Contract, the Component Project and/or the Project within fourteen (14) Days of
receipt of such written notice. This Clause 27.3.2 shall be subject to the provision that any
Prohibited Act committed by any person with the prior knowledge or approval of the directors
and/or officers of the Contractor or an Affiliate of the Contractor shall be deemed to have been
committed by the Contractor or Affiliate of the Contractor itself.

27.3.3 The Contractor warrants to the Employer:

(a) that the performance of the Works by it does not give rise to any actual or perceived
conflict of interest;

(b) that it shall not engage in any activity which may give rise to a conflict of interest, and
must establish precautions to prevent its employees, agents and Subcontractors from
engaging in any activity which might be contrary to the Employer's best interest; and

(c) that is shall immediately advise the Employer in writing in the event that any actual or
potential conflict of interest arises during the term of this Contract.

27.3.4 Failure by the Contractor to disclose any actual or potential conflict of interest may result in
termination of this Contract in accordance with Clause 22 (Termination by Employer).

28. FORCE MAJEURE

28.1 Definition of Force Majeure

28.1.1 Force Majeure means catastrophic storms or floods, lightning, tornadoes, cyclones,
earthquakes, epidemics, fires and explosions within the City of Riyadh, Kingdom of Saudi
Arabia and/or any Employer's risks as referred to in Clause 24.3 (Employer's Risks), provided
that such act or event, in each case:

(a) renders impossible the affected Party's performance of its obligations under the
Contract;

(b) is beyond the control of the affected Party and not due to its acts or omissions; and

(c) could not have been prevented, avoided or overcome by the affected Party through the
exercise of due diligence.

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28.1.2 Force Majeure shall not include:

(a) any shortage or late delivery of Plant and/or Materials or consumables which the
Contractor or Subcontractor is obliged to supply under the Contract or subcontracts
and/or in connection with the Works and/or the Operation Service;

(b) any shortage of staff and labour;

(c) any act of a Governmental Authority in relation to visas, work permits and immigration
approvals for the Contractor's or Subcontractor staff and labour;

(d) changes in market conditions; or

(e) an inability to secure financing (and the effects thereof) for whatever reason or an
Insolvency Event occurring each in relation to the Contractor, any Subcontractor, or
supplier of the Contractor or any subcontractor or supplier of any tier or a guarantor or
financial institution providing any Performance Security, the Advance Payment Bond or
the Parent Company Guarantee.

28.2 Notice of Force Majeure

28.2.1 If a Party is or will be prevented from performing any of its obligations under the Contract by
Force Majeure, then it shall give notice to the other Party of the event or circumstances
constituting the Force Majeure and shall specify the obligations, the performance of which is or
will be prevented. The notice shall be given within fourteen (14) Days after the Party became
aware, or should have become aware, of the relevant event or circumstance constituting Force
Majeure.

28.2.2 A Party shall, after having given notice in accordance with Clause 28.2.1, be excused from the
performance of its obligations for so long as such Force Majeure prevents it from performing
them.

28.2.3 Notwithstanding any other provision of this Clause 28 (Force Majeure), Force Majeure shall not
apply to obligations of either Party to make payments to the other Party under the Contract or
for the Contractor to make payments to any Subcontractor and/or supplier or to the extent
applicable, any subcontractor or supplier of any tier.

28.3 Duty to Complete the Works or Operation Service and Minimise Cost and Delay

28.3.1 In the event of Force Majeure, the Contractor shall continue to use its best endeavours to
complete the execution of the Works and/or the Operation Service. Further, the Contractor shall
at all times use its best endeavours to minimise any cost and delay in the performance of the
Contract as a result of Force Majeure.

28.3.2 A Party shall give notice to the other Party when it ceases to be affected by the Force Majeure.

28.4 Consequences of Force Majeure

28.4.1 Subject to Clause 28.3.1, if the Contractor is prevented from performing any of its obligations
under the Contract by Force Majeure of which notice has been given under Clause 28.2.1, and
suffers critical delay by reason of such Force Majeure, the Contractor shall be entitled subject
to Clause 16.5 (Extension of Time for Completion), Clause 25.1 (Contractor's Claims) and
Clause 25.2 (Delay Analysis) to an extension of the Time for Completion for any such delay, if
the Time for Completion is or will be delayed.

28.4.2 The Contractor shall not be entitled to reimbursement of any additional cost incurred and/or any
corresponding adjustment to the Contract Price resulting from Force Majeure.

28.4.3 After receiving the notice referred to in Clause 28.4.1, the Engineer shall proceed in accordance

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 with Clause 11.4 (Determinations) to agree or determine the matters contained in such notice.

28.5 Force Majeure Affecting Subcontractor

If any Subcontractor is entitled under any contract or agreement relating to the Works and/or
the Operation Service to relief from force majeure on terms additional to or broader than those
specified in this Clause 28 (Force Majeure), such additional or broader force majeure events or
circumstances shall not excuse the Contractor's non-performance or entitle him to relief under
this Clause 28 (Force Majeure).

28.6 Optional Termination, Payment and Release

28.6.1 If the execution of substantially all (a) the Works in progress, or (b) the Operation Service, is
prevented for a continuous period stated in Schedule 2 (Particulars) by reason of Force Majeure
of which notice has been given under Clause 28.2.1, or for multiple periods which total more
than the period stated in Schedule 2 (Particulars) due to the same notified Force Majeure, then
the Employer may give to the Contractor a notice of termination of the Contract. In this event,
the termination shall take effect fifteen (15) Days after the notice is given.

28.6.2 After a notice of termination under Clause 28.6.1 has taken effect, the Contractor shall promptly:

(a) cease all further Works and Operation Service, except for such Works and Operation
Service as may have been instructed by the Engineer for the protection of life or
property or for the safety of the Works;

(b) deliver to the Employer all Contractor's Documents;

(c) deliver to the Employer Plant, Materials and other work, for which the Contractor has
received payment; and

(d) remove all other Goods from the Site, except as necessary for safety, and leave the
Site.

28.6.3 Upon such termination, the Employer shall pay to the Contractor:

(a) the amounts payable for any Works and Operation Service (instructed by the Employer
under an Operation Notice to Proceed) carried out by the Contractor in accordance with
the Contract up to the date of termination less the amount of all payments previously
paid to the Contractor;

(b) the Cost of Plant and Materials ordered for the Works and/or the Operation Service
(instructed by the Employer under an Operation Notice to Proceed) which have been
delivered to the Contractor, or of which the Contractor is liable to accept delivery: this
Plant and Materials shall become the property of (and be at the risk of) the Employer
when paid for by the Employer, and the Contractor shall place the same at the
Employer's disposal;

(c) any other Cost which in the circumstances was reasonably and unavoidably incurred
by the Contractor in the expectation of completing the Works and/or the Operation
Service (instructed by the Employer under an Operation Notice to Proceed);

(d) the Cost of removal of Temporary Works and Contractor's Equipment from the Site and
the return of these items to the Contractor's works in its country (or to any other
destination at no greater cost); and

(e) the Cost of demobilisation and repatriation of the Contractor's staff and labour where
such individuals were brought into the Country solely for the purpose of, and remain
employed wholly in connection with, the Works and/or the Operation Service (instructed
by the Employer under an Operation Notice to Proceed) at the date of termination.

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29. CHANGE OF CONTROL

29.1 The Employer may treat a change in control of the Contractor, without its prior written consent,
as a breach of the Contract enabling the Employer to terminate the Contract unless the
Contractor can establish to the reasonable satisfaction of the Employer that this will not affect
the ability of the Contractor to perform the Works and/or the Operation Service (instructed by
the Employer under an Operation Notice to Proceed) under the Contract. There will be a
change in control of the Contractor if:

(a) being a limited liability company or limited liability partnership there is a change in the
shareholding of the Contractor or its holding company of more than 49% of the shares
giving a right to vote at general meetings or a return of capital on the winding up, or
more than 49% of the equity of the partnership or a different person or group of persons
from that existing at the date of the appointment will control the composition of the board
of directors, board of management or partnership (as appropriate);

(b) being a partnership, a different person or group of persons from that existing at the date
of the Contract will control the partnership or more than 49% of the equity of the
partnership; or

(c) being a joint venture, consortium or other unincorporated group of two or more
members, any provision of Clause 29.1(a) or Clause 29.1(b) applies to any member.

29.2 The Contractor must immediately notify the Employer if a change of control of the Contractor
occurs.

30. NO WAIVER

30.1 Failure by either Party at any time to enforce any provision of the Contract against the other
shall not be construed as a waiver of such entitlement and shall not affect the validity of the
Contract or any part or parts thereof or the right of the relevant Party to enforce any such
provision in accordance with its terms at a later date.

30.2 The rights and/or remedies of either Party under the Contract may only be waived by formal
written waiver which is signed by a duly authorised representative of the Party and which makes
clear that the waiver is being made in full knowledge and appreciation of the general rule on
non-waiver set out in this Clause 30.

31. INSURANCE

The Parties will procure and maintain the Insurances as specified in Schedule 5 (Insurances).

32. GOVERNING LAW

32.1 The Contract shall be governed by and construed in accordance with the laws of the Kingdom
of Saudi Arabia, including its import and customs laws and regulations.

32.2 The Contractor represents, warrants and agrees that it has requisite the knowledge, expertise
and the experience in the Applicable Law, regulations, procedures, specifications, bylaws
and/or customs as applicable the internationally, nationally and locally and shall comply and
adhere to them in the fulfilment of its obligations under the Contract.

33. LANGUAGE

33.1 If there are versions of any part of the Contract which are written in more than one language,
the version which is written in English shall take precedence.

33.2 All correspondence incidental to and concerning the Contract shall be in English, except the
documents and correspondence used by any Governmental Authorities.

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34. JOINT VENTURES

If the Contractor constitutes a joint venture, consortium or other unincorporated grouping of two
or more persons, the provisions of Schedule 6 (Joint Venture Provisions) shall apply whereby
the Contractor shall provide to the Employer a copy of the joint venture or other governing
agreement and agrees to make no material changes to such governing agreement without the
Employer’s consent.

35. SEVERABILITY

The invalidity or non-enforceability of any portion or provision of this Contract shall not affect
the validity or enforceability of any other portion or provision. Any invalid or unenforceable
portion or provision shall be deemed severed from this Contract and the balance hereof shall
be construed and enforced as if this Contract did not contain such invalid or unenforceable
portion or provision.

36. ENTIRE AGREEMENT

36.1 The Contract shall constitute the entire agreement between the Parties in relation to the Works
and/or the Operation Service and shall supersede and extinguish any previous agreements,
arrangements, understandings and/or representations relating thereto which are not set out in
and/or expressly incorporated into the Contract.

36.2 The Contractor warrants to the Employer that, in entering into the Contract, it does not rely on
any statement, representation, assurance or warranty of any person (whether a Party to the
Contract or not and whether oral or in writing) other than as expressly set out in the Contract.

37. COSTS AND EXPENSES

Each Party shall pay its own costs and expenses of and incidental to the negotiation,
preparation and completion of the Contract.

[ SIGNATURES ON NEXT PAGE ]

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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed this [●] in
accordance with their respective laws.

Authorized signature of Employer:

KING ABDULLAH FINANCIAL DISTRICT MANAGEMENT AND

DEVELOPMENT COMPANY

BY: []

Signature: ________________________

Authorized signatures of the Contractor:

[]

BY: []

Signature: ________________________

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 Schedule 1 – Definitions
In the Contract words and expressions shall have the meanings set out below. Any words and
expressions used in the Contract but not defined in this Schedule 1 (Definitions) shall have the
meanings given to them in Schedule 2 (Particulars);

Advance Payment means the advance payment (if any) payable to the Contractor by the Employer
pursuant to Schedule 2 (Particulars) and Appendix 1b (Form of Advance Payment Bond);

Advance Payment Bond means the bond in respect of any Advance Payment to be provided in
accordance with Clause 12.3 (Advance Payment Bond) in the approved form set out in Appendix 1b
(Form of Advance Payment Bond), and includes any replacement or extension thereof provided in
accordance with the Contract;

Affiliate means, in relation to any party, any other party that directly or indirectly controls or is controlled
by or is under common control with such party. For the purposes of this definition control means that a
party possesses, directly or indirectly, the power to direct or cause the direction of the management and
policies of the other party, whether through the ownership of voting shares, by contract or otherwise,
and the terms controls and controlled shall be interpreted accordingly;

Applicable Laws means any and all written and unwritten laws, treaties, regulations, regulatory
approvals, standards, decrees, rules, decisions, judgments, orders, injunctions, authorisations,
directives and/or other legal requirements of any Governmental Authority which are or may become in
force (in the Country or outside the Country) during the currency of the Contract applicable to the
execution and completion and operation and maintenance of the Works, the carrying out of the
Component Project and/or the Project and/or the remedying of defects therein and any and all
applicable laws, by-laws, rules, regulations, directives, approved schemes and guidance of any public
or private utility or other undertaking which has any jurisdiction with regard to the Works, the Operation
Service, the Component Project and/or the Project or with whose systems or property the Works, the
Component Project and/or the Project is or will be connected;

Approved Suspension Plan has the meaning given in Clause 16.7.4;

Best Practice means those practices and, methods of design and working which are generally
exercised and adhered to when designing for works in, and working in, the environment by an
Experienced Contractor;

Bill of Quantities means the bill of quantities (if any) set out in Schedule 8 (Schedule of Rates or Bill
of Quantities);

Bond means any and all of the Tender Bond, the Advance Payment Bond, the Performance Bond and
the Operation Performance Bond;

Books and Records means all books, construction logs, records, daily reports, accounts, schedules,
health and safety records, payroll records, receipts, statements, electronic files, correspondence and
other pertinent documents as may be necessary for proper management under the Contract, as
required by Applicable Laws and in any way relating to the Contract;

Civil Works means the Permanent Works as so described and may be further detailed in the Scope of
Works;

Civil Works Price means the portion of the Contract Price payable in respect of the Civil Works, as
further detailed in Schedule 4 (Contract Price, Payment Terms and Payment Schedule) and Part 3
(Remeasurement);

Collateral Warranty means each of the approved forms of collateral warranty set out in Appendix 3
(Form of Collateral Warranty);

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Commencement Date means the date of commencement notified in the Construction Notice to
Proceed as set out in Schedule 7 (Forms of Notice to Proceed);

Component Project means the design, development and construction of the component project as
described in the Contract Particulars, which forms part of the Project;

Computer Documentation means the operating manuals, user instruction manuals/guides, technical
literature and all related materials (in human - readable and/or machine - readable forms) relating to the
Software and the Hardware, together with any other information required to operate and/or maintain the
Computer Systems;

Computer Systems means (i) the Software and the Hardware and the integration thereof, (ii) the
integration of the Software and the Hardware with any information technology systems existing and/or
to be supplied by the Employer and (iii) the Computer Documentation;

Concurrent Delay means the occurrence of two or more delay events, one an event within Clause
16.5.1(a) to Clause 16.5.1(c), and the other not falling within those sub-paragraphs, the effects of which
are felt at the same time;

Conditions of Contract or Conditions means these conditions of contract, as the same shall be
amended by any "Amendments to the Conditions of Contract" set out in Schedule 2 (Particulars);

Connected Dispute has the meaning given to it in Clause 25.3.4;

Construction Notice to Proceed means the notice issued by the Employer to the Contractor pursuant
to Clause 7.1 instructing the Contractor to commence with the execution of the Works, in the form set
out in Schedule 7 (Forms of Notice to Proceed)9;

Consultant(s) means the person(s), if any, identified as such in Schedule 2 (Particulars);

Contract means the agreement between the Parties identified as such;

Contract Price means the price (subject to Schedule 4 (Contract Price, Payment Terms and Payment
Schedule), Part 3 (Remeasurement) for the execution and completion of all of the Works and/or the
Operation Service and the remedying of any defects, as set out in Schedule 2 (Particulars) and is the
aggregate of the Contract Price for Construction and the Contract Price for Operation Service, as may
be adjusted in accordance with this Contract10;

Contract Price for Construction means the aggregate of the Contract Works Price;

Contract Price for Operation Service means the total aggregate amount of the Contract Price payable
for the Operation Service instructed under any Operation Notice to Proceed(s), as may be adjusted in
accordance with the Contract;

Contractor means the person(s) named as contractor in the Contract;

Contractor's Documents means all of the Computer Documentation calculations, designs, drawings,
specifications, manuals, models, other technical documents (including system manuals) and other
deliverables required to be produced by the Contractor or a Subcontractor under the Contract, including
those specified in the Specification, the documents required to satisfy all Applicable Laws, and the
documents described in Clause 13 (Technical Requirements);

9 Schedule 7 (Forms of Notice to Proceed) to include a notice to proceed for the Works and a notice to proceed for the
Operation Service
10 Schedule 4 (Contract Price, Payment Terms and Payment Schedule) and Schedule 2 (Particulars) to refer to
"Contract Price for Construction" and "Contract Price for Operation Service" and to account for the different payment terms and
requirements in relation to Statements, Interim Payment Certificates, Final Payment Certificates and Final Contract Price, as
necessary, noting as below that the Contract Price for Operation Service will only comprise of such amounts associated with
the Operation Service instructed under an Operation Notice to Proceed.

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Contractor's Equipment means all apparatus, machinery, vehicles and other things required for the
execution and completion of the Works and/or the Operation Service and the remedying of any defects.
However, Contractor's Equipment excludes Temporary Works, Employer's Equipment (if any), Plant,
Materials and any other things intended to form or forming part of the Permanent Works;

Contractor's Insurances relating to Public Liability, Employer's Liability, Workman's Compensation,

and Professional Indemnity Insurance if required; Schedule 5 (Insurances);

Contractor's Personnel means the Contractor's Representative and all personnel whom the
Contractor utilises on or off Site, which shall include the staff, labour and other employees of the
Contractor and of each Subcontractor, and any other personnel assisting the Contractor in the execution
of the Works and/or the Operation Service;

Contractor's Representative means the person identified as such in Schedule 2 (Particulars) or such
person as is appointed by the Contractor to be the Contractor's Representative in accordance with
Clause 12.7 (Contractor's Representative);

Cost means all expenditure reasonably and properly incurred (or to be incurred) by the Contractor in
executing and completing the Works and/or the Operation Service, in each case in accordance with the
Contract, whether on or off the Site, including overhead and similar charges, but excluding:

(a) any profit;

(b) Disallowed Cost; and

(c) any expenditure incurred as a consequence of any negligent act or omission, breach of contract
or other default on the part of the Contractor, any Subcontractor or any of their respective
employees, servants, agents, subcontractors and/or suppliers;

Cost and Scope Control Approval means the signed and approved Cost and Scope Control Form
agreed through the CSC (Cost Scope and Control) Process and included as an Annex to Schedule 9
(Project Controls);

Country means the Kingdom of Saudi Arabia;

Currency of Payment means the currency stipulated in Schedule 2 (Particulars);

Current Contract Price has the meaning given to it in Schedule 4 (Contract Price, Payment Terms and
Payment Schedule), Part 1 (General), paragraph 4.4.2;

Custom Software means any software programs forming part of the Software which is enhanced,
developed or modified by or on behalf of the Contractor or any Subcontractor or an Affiliate of the
Contractor or a Subcontractor specifically for the Employer as part of the Computer Systems (including
systems and/or application configured Software), including any updates, modifications and New
Releases of such Software, together with the Computer Documentation relating thereto;

Data Protection Legislation means all laws relating to privacy, confidentiality and/or the protection of
data as applicable in the Kingdom of Saudi Arabia;

Day means a Gregorian calendar day;

Defects Notification Period means the period for notifying defects, deficiencies and/or damage in the
Works (or a Section, as the case may be) or in the Operation Service pursuant to Clause 19.1
(Completion of Outstanding Work and Remedying Defects), as stated in Schedule 2 (Particulars) (with
any extension pursuant to Clause 19.3 (Extension of Defects Notification Period)11;

11 Schedule 2 (Particulars) to be amended so that the Defects Notification Period is "The period expiring on the later of
(i) twenty-four (24) months from the Taking Over of the whole of the Works; and (ii) the issue of the Performance Certificate".

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Delay Analysis has the meaning given to it in Clause 25.2 (Delay Analysis);

Deleterious Materials means Goods, materials, equipment and/or substances which are of themselves
or which are generally known to be deleterious to the health and safety of persons or to the durability
of any property which comprises or is to comprise the Works or any part(s) thereof in the particular
circumstances in which they are to be used;

Direct Agreement has the meaning given to it in Clause 9.14 (Lender Requirements);

Disallowed Costs means any costs, losses and expenses to the Contractor arising out of or in
connection with:

(a) making good any defects, deficiencies and/or damage except where such defects, deficiencies
and/or damage have arisen as a result of the negligence, breach or default of the Employer;

(b) any work or labour costs which the Contractor has unreasonably or unnecessarily incurred or
necessitated;

(c) any breach of the Contract by the Contractor;

(d) any breach of any implied warranties and conditions by the Contractor;

(e) any fraud, illegal or criminal activity, gross misconduct, misrepresentation, negligence, or other
tortious act or omission and/or strict liability by the Contractor;

(f) abandoning all or any part of the Works and/or the Operation Service before they are complete;

(g) an Insolvency Event occurring in relation to the Contractor;

(h) the Contractor, an Affiliate of the Contractor or a Subcontractor or any of their respective
employees, servants or agents committing a Prohibited Act;

(i) the cost of any subcontract works, where any such subcontract costs are in excess of the price
payable by the Contractor to a Subcontractor pursuant to the provisions of such subcontract;
and

(j) any part of the Works and/or the Operation Service provided by a Subcontractor where the
terms and conditions of the subcontract have not been previously approved by the Engineer in
accordance with Clause 12.8 (Subcontracting and Suppliers);

(k) making good any damage caused to any fixed or movable property of the Employer or Third
Party howsoever and wheresoever such damage shall occur;

Disclosure means the payment Disclosure(s) provided by the Contractor pursuant to Schedule 4
(Contract Price, Payment Terms and Payment Schedule);

Dispute has the meaning given to it in Clause 25.3 (Dispute Resolution);

Drawings means the preliminary and conceptual drawings of the Works set out in Schedule 12
(Specifications and Drawings), and any additional and modified drawings issued by (or on behalf of) the
Employer in accordance with this Contract;

Effective Date means the date on which the Contract was executed by the last of the Parties;

Employer means the person named as the Employer in the Contract, legal successors in title to the
Employer or any person or persons to whom the Contract is assigned or otherwise transferred in
accordance with Clause 26 (Assignment and Novation);

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Employer Intellectual Property means: (i) all Contractor's Documents created by or on behalf of the
Contractor, an Affiliate of the Contractor or a Subcontractor uniquely for the Employer. And (ii) the
Custom Software (including all the Computer Documentation relating to the Custom Software);

Employer's Equipment means the apparatus, machinery and vehicles (if any) made available by the
Employer for the use of the Contractor in the execution of the Works and/or the Operation Service, as
stated in the Specification, but does not include Plant which has not been Taken Over by the Employer;

Employer's Insurances has the meaning given to it in Schedule 5 (Insurances);

Employer's Personnel means all staff, labour and other employees of the Employer and any other
personnel notified to the Contractor by the Employer as Employer's Personnel;

Encumbrance means any claim, charge, mortgage, security, lien, option, equity, power of sale,
hypothecation or other third party rights, retention of title, right of pre-emption, right of first refusal or
security interest of any kind;

Engineer means the person appointed by the Employer to act as the Engineer for the purposes of the
Contract and named in Schedule 2 (Particulars), including the assistants referred to in Clause 11.2
(Delegation by the Engineer), all staff, labour and other employees of the Engineer and any other
personnel notified to the Contractor by the Engineer;

Engineer's Contractor's Document Comments means any comments of the Engineer on the
Contractor's Documents set out at Schedule 10 (Contractor's Documents);

Environment means any air (including air within natural or man-made structures above or below
ground), water (including territorial, coastal and inland waters, ground water and water within drains
and sewers), land (including the sea or riverbed under any water), surface land and sub-surface land;

Experienced Contractor means an international contractor having expertise and experience in

designing and constructing works of similar scope, complexity, purpose and size to the Works and
operating and maintaining such works;

Final Contract Price for Construction has the meaning given to it in Schedule 4 (Contract Price,
Payment Terms and Payment Schedule), Part 1 (General), paragraph 4.10 (Application for Final
Payment);

Final Contract Price for Operation Service has the meaning given to it in Schedule 4 (Contract Price,
Payment Terms and Payment Schedule), Part 1 (General), paragraph [ ] ( );

Final Payment Certificate for Construction means the certificate issued in accordance with Schedule
4, (Contract Price, Payment Terms and Payment Schedule), Part 1 (General), paragraph 4.10
(Application for Final Payment);

Final Payment Certificate for Operation Service means the certificate issued in accordance with
Schedule 4, (Contract Price, Payment Terms and Payment Schedule), Part 1 (General), paragraph [ ];

Final Statement for Construction has the meaning given to it in Schedule 4, (Contract Price, Payment
Terms and Payment Schedule), Part 1 (General), paragraph 4.10 (Application for Final Payment);

Final Statement for Operation Service has the meaning given to it in Schedule 4, (Contract Price,
Payment Terms and Payment Schedule), Part 1 (General), paragraph [ ];

Financial Disclosures has the meaning given in Clause 9.15 and shall be included as part of Appendix
10 (Financial Disclosures);

Financing Agreement means any document which is entered into between the Employer and a Lender,
in connection with the financing of any part of the Works, the Operation Service, the Component Project

10261440338-v8 109 76-40685004

and/or the Project, which provides finance to the Employer and shall include any agreement arising out
of or in connection with the refinancing thereof;

Force Majeure has the meaning given to it in Clause 28.1.1;

Further Securities has the meaning given to it in Clause 12.4.4;

Goods means Contractor's Equipment, Materials, Plant and Temporary Works, or any of them as
appropriate;

Governmental Authority means any national, federal, state, regional or local government (of or within
any country) and any legislative, executive or judicial organs of the foregoing including any ministry,
department, agency, official, court or other emanation;

Gross Negligence means any act or failure (whether sole, contributory, joint or concurrent) which
seriously and substantially deviates from a reasonable course of action without justification and which
is in reckless disregard of, or indifference to, foreseeable harmful consequences;

Hardware means the computers data storage equipment, networks, cabling and other information
technology equipment described in or required by the Specification;

IAS means the International Accounting Standards as amended, replaced or supplemented from time
to time by the International Financial Reporting Standards;

Indemnified Parties means the Employer, its Affiliates, the Employer's Personnel, the Employer's
Consultants, and their respective employees, agents or representatives and any other person identified
as such in the Contract Particulars;

Insolvency Event means, in relation to either party, that party becoming bankrupt or insolvent, going
into liquidation, having a receiving or administration order made against it, compounding with its
creditors or carrying on business under a receiver, trustee or manager for the benefit of its creditors, or
if any act is done or event occurs which (under any Applicable Laws) has a similar effect to any of these
acts or events.

Insurance means the Employer's Insurances and the Contractor's Insurances;

Insurers means the insurance companies providing insurance under Schedule 5 (Insurances);

Intellectual Property Rights means copyrights, (including rights in computer software source codes),
patents, trademarks, trade names, service marks, business names (including internet domain names),
design rights, database rights, Moral Rights, rights in undisclosed or confidential information (such as
Know-how, trade secrets and inventions (whether patentable or not)), and all other intellectual property
or similar proprietary rights of whatever nature (whether registered or not and including applications to
register or rights to apply for registration) which may now or in the future subsist anywhere in the world;

Interim Payment Certificate means a certificate issued in accordance with Schedule 4, (Contract Price,
Payment Terms and Payment Schedule), Part 1 (General), paragraph 4.6 (Interim Payments);

International Financial Reporting Standards means the standards issued and/or adopted by the
International Accounting Standards Board;

Joint Venture Agreement is the agreement set out in Schedule 6 (Joint Venture Provisions)12;

Know-how means all information not publicly known, used, or required to be used, in, or in connection
with, any business of the Employer, held in any form (including that comprised in or derived from design
drawings, prototypes, models, discoveries, improvements, data, formulae, specifications, component

12
Where the Contractor is an unincorporated joint venture, the Joint Venture agreement must be provided as part of the
tender and the final version shall be attached to the Contract.

10261440338-v8 110 76-40685004

lists, instructions, manufacturing technology manuals, brochures, catalogues, processes, process
descriptions and all other technical information and materials) and relating to:

(a) the manufacture, procurement, marketing or sale of goods or services including customer
names and lists and other details of customers, sales targets, sales statistics, market share
statistics, prices, market research reports and surveys and advertising or other promotional
materials;

(b) future projects, business development or planning, commercial relationships and negotiations;
and/or

(c) any other aspect of the business of the Employer;

Labour Law has the meaning given to it given at Clause 14.4 (Labour Laws);

Lender means one or more bank, financial institution, trust, fund or other entity which individually or
jointly provides finance of any kind in connection with the Works, the Operation Service or the Project,
including:

(a) under a conventional loan facility;

(b) under a shari'ah compliant structure;

(c) by way of an acceptance credit or bill discounting facility (or electronic equivalent);

(d) by way of a note purchase facility or the issue of bonds, notes, debentures, loan stock or any
similar instrument;

(e) under any lease or hire purchase contract which would, in accordance with IAS, be treated as
a finance lease; or

(f) by way of a counter-indemnity obligation in respect of a guarantee, standby or documentary

letter of credit or any other instrument issued by a bank or financial institution;

Local Benefit Comprehensive Statement has the meaning given in Clause 14.9.6;

Manufacturers' Warranties means the standard warranties provided by the relevant manufacturers of
any Plant and (where applicable, any Materials);

Maintenance Schedule has the meaning given in Sub-Clause 18A.7.3.

Materials means things of all kinds (other than Plant) intended to form or forming part of the Permanent
Works, including the supply-only materials (if any) to be supplied by the Contractor in accordance with
the Contract;

Milestone means any milestone set out in Schedule 11 (Contract Programme/ Milestones);

Milestone Works means, in relation to a Milestone, or those parts of the Works included within the
Milestone;

Minimum Payable Amount has the meaning given to it in Schedule 4 (Contract Price, Payment Terms
and Payment Schedule);

Model, Mock Up and/ or Sample means physical examples of Goods, work and/or workmanship which
are submitted by the Contractor for review and appraisal by the Engineer with the intention that once
accepted by the Engineer such samples or mock ups shall be used as benchmarks for assessing the
standards and quality of Goods, work and/or workmanship subsequently used or incorporated in the
Works;

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Models, Mock Ups and Samples Programme means the programme for the production, submission
and review of models, mock ups and samples to be submitted by the Contractor to the Employer in
accordance with the Specification;

Moral Rights means the moral rights under the applicable law of the author of a copyright work (as
distinguished from rights of ownership), which entitles an author to (i) the right to be identified as the
author of the work. (ii) the right to object to derogatory treatment of the work (iii) the right not to have
the work falsely attributed and/or (iv) assert any other similar rights under applicable law;

New Release means a major or minor new release or upgrade of all or any part of the Software suitable
for use by the Employer in which previously identified faults have been remedied or to which any
modification, enhancement, revision or update has been made, or to which a further function or
functions have been added;

Non-Approved Insurer has the meaning given to it in Schedule 5 (Insurances);

Not Yet Installed Materials means any materials supplied by the Employer to the Contractor in
accordance with Clause 12.25 (Employer's Equipment and Not Yet Installed Materials);

Operation and Maintenance Manuals has the meaning given in Clause 13.8 (Operation and
Maintenance Manuals);

Operating and Maintenance Procedures has the meaning given in Clause 18A.6 (Operation and
Maintenance Procedures);

Operation Notice to Proceed means each notice issued by the Employer or the Engineer to the
Contractor instructing the Contractor to commence the Operation Service for the relevant Works, in the
form set out in Schedule 7 (Forms of Notice to Proceed);

Operation Performance Bond means the performance bond to be provided by the Contractor in
accordance with Clause 12.2 (Performance Security) in the approved form set out in Appendix 1a
(Forms of Performance Security), including any amended or replacement performance bond 13;

Operation Service means the operation and maintenance of the Works and/or a Section following
Taking Over, as set forth in the Scope of Operation Service, including performance of all operation and
preventative and corrective maintenance and repair required or advisable to safely, dependably and
efficiently operate, maintain and repair the Works in accordance with the Contract;

Operation Service Period means:

(a) if an Operation Notice to Proceed is issued for the whole of the Works, and the whole of the
Works has achieved Taking Over, the period commencing on the date of issue of the Taking
Over Certificate for the whole of the Works; or

(b) if an Operation Notice to Proceed is issued for a Section, and such Section has achieved Taking
Over, the period commencing on the date of issue of the Taking Over Certificate for the first
Section to achieve Taking Over,

until the later of:

(c) the expiry of the Defects Notification Period; and

(d) the Performance Certificate;

Other Agreement means any agreement the Employer may have entered into, or intends to enter into,
with Other Contractors, or with third parties in relation to the Component Project or the Project;

13 New form of 'bond', to be substantially the same as the Performance Bond, except to secure the performance of the
Contractor's obligations during the Operation Service Period.

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Other Contractor means any contractor (other than the Contractor) engaged by the Employer, or
Tenants in connection with the Project or any part or parts thereof (excluding the Works), and shall
include any contractor engaged for the testing or operation and maintenance of the whole or any part
of the Component Project or the Project;

Parent Company Guarantee means the approved form of parent company guarantee set out in
Appendix 2 (Form of Parent Company Guarantee);

Parent Company Guarantor means the guarantor(s) under any Parent Company Guarantee;

Party means the Employer or the Contractor;

Payment Schedule means the payment schedule for the Contract Price set out in Schedule 4 (Contract
Price, Payment Terms and Payment Schedule), if any;

Payment Terms means the payment terms in relation to the Works and the Operation Service set out
in Schedule 4 (Contract Price, Payment Terms and Payment Schedule), Part 1 (General) paragraph 4
(Payment Terms);

Payment Verification means the Payment Verification to be provided by any Subcontractor and/or
Supplier of the Contractor pursuant to Schedule 4 (Contract Price, Payment Terms and Payment
Schedule);

Performance Bond means the performance bond to be provided in accordance with Clause 12.2
(Performance Security) in the approved form set out in Appendix 1a (Forms of Performance Security),
and includes any replacement or extension thereof provided in accordance with the Contract;

Performance Certificate means the certificate issued by the Engineer in accordance with Clause 19.9
(Performance Certificate);

Performance Security has the meaning given to it in Clause 12.2 (Performance Security);

Permanent Works means the permanent works to be designed, engineered and executed by the
Contractor in accordance with the Contract.

Permits means all permits, licenses, consents, authorisations, approvals, registrations, grants,
acknowledgements or agreements as required by Applicable Laws in relation to the execution and
completion of the Works and/or the Operation Service and the remedying of any defects therein;

Personal Data means any information or data that alone or in conjunction with other data identifies or
can be used to identify a natural person or which is otherwise subject to protection under Data Protection
Legislation;

Planned Outages means the removal of the Works from service by the Contractor to perform work on
specific components that is scheduled and confirmed in accordance with the requirements of Clause
18A.7 (Scheduled Maintenance);

Plant means the apparatus, machinery and vehicles intended to form or forming part of the Permanent
Works, including the Computer Systems;

Potentially Hazardous Materials means any natural or artificial substance (whether in solid or liquid
form or in the form of a gas or vapour) capable of causing harm to the Works or any human or any other
living organism supported by the Environment or public health or posing a threat to public safety
including any pollutants and any hazardous toxic, radioactive, noxious, corrosive or dangerous
substances which are regulated by Applicable Laws which impose responsibility and/or liability;

Pre-existing Environmental Condition means any condition of the Environment whether existing
within or outside of the Site on or prior to the date when access to the Site is granted to the Contractor

10261440338-v8 113 76-40685004

which condition relates to or arises from the presence, handling, use, transportation, storage, release
or disposal of any Potentially Hazardous Materials;

Pre-existing Nonconformance Report means any unresolved Non-Conformance Reports, Non-

Conformance Notice, or any other official notification of non-conformance associated with existing
construction;

Product Data means standard manufacturers/suppliers illustrations, schedules, performance charts,

instructions, brochures, diagrams and other information and data furnished by the Contractor to
illustrate, demonstrate, explain, justify or verify the characteristics of Plant, equipment, Goods and
materials which it intends to use or incorporate in the Works and/or the Operation Service;

Preliminary Programme means the preliminary programme to be issued by the Contractor in

accordance with the Project Controls requirements set out at Schedule 9 (Project Controls);

Programme means the baseline programme for the Works which the Contractor is required to submit
to the Engineer in accordance with Clause 16.3 (Programme) or Clause 16.4 (Recovery of Delays), or
any revised programme that supersedes and replaces any such programme;

Prohibited Act has the meaning given to it in Clause 27 (Anti-Corruption and Conflict of Interest
Provisions);

Project has the meaning given to it in Schedule 2 (Particulars);

Project Controls has the meaning given in Schedule 9 (Project Controls);

Project Document means any agreement between the Employer and a party (other than the Contractor)
related to the Project;

Provisional Sum means a sum (if any) which is specified in the Contract (and set out in the Schedule
2 (Particulars) or Schedule 8 (Schedule of Rates or Bill of Quantities) as a provisional sum, for the
execution of any part of the Works or for the supply of Plant, Materials or services pursuant to Clause
20.4 (Provisional Sums);

Purchaser means any first purchaser of the whole or any part of the Component Project, which includes
the whole or any part of the Works or Section of the Works;

Quality Management System ("QMS") means the QMS to be provided by the Contractor as one of the
Contractor's Documents;

Relevant Contract means any agreement between the Parties, other than the Contract;

ROM means "rough order of magnitude" as described in Clause 20.3 (Variation Procedure);

Rules means mediation or arbitration rules of the Saudi Centre for Commercial Arbitration;

Safety and Security Requirements means the safety and security requirements set out in Schedule
14 (Employer's Health and Safety Regulations/Codes), and any safety and/or security requirements
notified to the Contractor from to time;

SAR means Saudi Arabian Riyal;

Schedule of Rates means the document set out in Schedule 8 (Schedule of Rates or Bill of Quantities)
if Schedule 2 (Particulars) states that Schedule 8 (Schedule of Rates or Bill of Quantities) contains a
Bill of Quantities;

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Scope of Operation Service means the description and specifications for the Operation Service set
out in Schedule 16 (Scope of Operation Service) 14;

Scope of Works means the description and specifications for the Works set out in Schedule 3 (Scope
of Works);

Section means a section of the Permanent Works of the Component Project specified in Schedule 2
(Particulars) as a Section;

Service Deductions means the service deductions set out in Schedule 17 (Service Levels and Service
Deductions)15;

Service Levels means the levels at which the Operation Service are to be provided, as set out in
Schedule 17 (Service Levels and Service Deductions);

Site means the places where the Permanent Works are to be executed and to which Plant and Materials
are to be delivered, and any other places as may be specified in the Contract as forming part of the
Site;

Site Specific Health and Safety Plan ("SSSP") means the Health and Safety Plan to be provided by
the Contractor as one of the Contractor's Documents;

Software means the software programs (including any Custom Software) described in or required by
the Specification, including any upgrades, updates, modifications and New Releases of such software;

Source Code Materials means the source code of the Software (save for the Employer Intellectual
Property) in the language in which the Software was written together will all related flow charts and all
technical information and documentation (including the Computer Documentation) required to enable
the Employer to understand, develop, maintain, modify and operate the Software (save for the Employer
Intellectual Property);

Specialist Systems means those Computer Systems described in Schedule 2 (Particulars);

Specification(s) means the document(s) set out in Schedule 12 (Specifications and Drawings),
including Specifications concerning general, technical, and any additions and/or modifications made to
such documents(s) by the Employer in accordance with the Contract;

Statement has the meaning given to it in Schedule 4, (Contract Price/ Payment Terms and Payment
Schedule), Part 1 (General), paragraph 4.4.1;

Steering Group means the group that carries out the functions described in Clause 18A.14
(Management of Operation Service and Review of Service Levels), the members of which are named
in Schedule 2 (Particulars)16;

Subcontractor and/or Supplier means any person named in the Contract as a Subcontractor and/or
Supplier, or any person appointed as a subcontractor and/or supplier under a Subcontract (or otherwise)
in accordance with Clause 12.8 (Subcontracting and Suppliers), for a part of the Works and/or the
Operation Service;

14 New Schedule 16 (Scope of Operation Service) to contain the scope of the Contractor's Operation Service
obligations, noting further the Specification is also set up to contain requirements regarding the Contractor's Operation Service
obligations.
15 New Schedule 17 (Service Levels and Service Deductions) to establish the Service Levels to be achieved by the
Contractor in carrying out the Operation Service and the Service Deductions which the Employer becomes entitled to make
should the Contractor fail to achieve such Service Levels. KAFD technical team to consider and to propose Schedule 17
(Service Levels and Service Deductions).
16 Schedule 2 (Particulars) to be amended to include "Steering Group", noting the Engineer and the Contractor's
Representative are required by Clause 18A.14 to be "suitably qualified and informed in relation to the matters to be considered
by the Steering Group to be able to provide sufficient information on a relevant matter to the Steering Group…"

10261440338-v8 115 76-40685004

Submittal Schedule has the meaning given to it in Schedule 10 (Contractor's Documents) paragraph
1.1;

Substantial Completion shall mean that all Works have reached the state of completeness described
in Clause 18 (Employer's Taking Over and Completion of Milestone Works);

Taken Over or Taking Over means when a Taking Over Certificate has been issued in accordance
with the Contract;

Taking Over Certificate means a certificate issued in accordance with Clause 18 (Employer's Taking
Over and Completion of Milestone Works);

Temporary Works means all temporary works of every kind (other than Contractor's Equipment)
required on Site for the execution and completion of the Permanent Works and the remedying of any
defects;

Tenant means any tenant, prospective tenant and/or operator of the Employer at the Component
Project and/or the Project;

Tests Prior to Completion means the tests which are specified in Schedule 9 (Specifications) or
agreed by both Parties or instructed as a Variation, and which are carried out in accordance with Clause
17 (Tests Prior to Completion) before the Works or a Section (as the case may be) are Taken Over by
the Employer or Milestone Works can be considered complete;

Third Party means any:

(a) Lender, Governmental Authority, Purchaser, Tenant or any party named as having an interest
in the Component Project in Schedule 2 (Particulars);

(b) consultant engaged by the Employer; or

(c) other entity as notified by the Employer from time to time;

Third Party Novation Agreement means the approved form of novation agreement set out in Appendix
4 (Form of Novation Agreement);

Time/Cost Records means any formal record issued by the Engineer in accordance with Clause 11.5
(Time/Cost Records) detailing an adjustment to the Time for Completion, payment of additional Cost,
and/or an adjustment to the Contract Price and issued in the form set out at Appendix 5 (Form of Time/
Costs Records);

Time for Completion means the time for completing the Works or a Section or Milestone Works (as
the case may be) pursuant to Clause 16.2 (Time for Completion), as stated in Schedule 2 (Particulars)
(with any extension in accordance with Clause 16.5 (Extension of Time for Completion), calculated from
the Commencement Date;

Unforeseeable has the meaning given to it in Clause 12.15(b);

Uninsurable has the meaning given to it in Schedule 5, Part 3 (General Insurance Provisions)
paragraph 1.12.2;

Unit Rates means the rates set out in the Schedule of Rates to be included in Schedule 8 (Schedule
of Rates or Bill of Quantities);

Utility Company means those utility companies (if any) identified as such in Schedule 2 (Particulars);

Variation means any change to the Works and/or the Operation Service (otherwise than such as may
be reasonably necessary for the purposes of rectification of errors, omissions, ambiguities,
inconsistencies, inadequacies or other defects or deficiencies in any of the design for which the

10261440338-v8 116 76-40685004

Contractor is responsible) which is instructed or approved as a Variation under Clause 20 (Variations
and Adjustments) which may include:

(a) the addition, omission or substitution of any work, or any part thereof;

(b) the alteration of the kind or standard of any of the Goods, Materials or Plant to be used in the
Permanent Works;

(c) the implementation of any measures or revised working practices for the purposes of expediting
progress of the Works, subject to the requirements of Clause 16.4 (Recovery of Delays);

(d) the removal from the Site of any work executed or Goods, Materials or Plant brought thereon
by the Contractor for the purposes of the Works and/or the Operation Service other than work,
Goods, Materials or Plant which are not in accordance with the Contract; or (e) any other
circumstances expressly stated in the Contract to be a Variation;

Variation Order means a formal variation order instructed or confirmed in writing by the Engineer,
subject to Clause 11.1.2, in accordance with Clause 20 (Variations and Adjustments);

Works means:

(a) prior to issue of the Taking Over Certificate for the whole of the Works, the Permanent Works
and the Temporary Works, or either of them as appropriate, including the Civil Works and the
MEP Works; and

(b) following the Taking Over of the whole of the Works (as defined in (a) above) or a Section, the
Permanent Works in respect of which the Contractor is required to provide the Operation
Service for in accordance with the Contract; and

Worker Community Comprehensive Statement has the meaning given in Clause 14.6.2.

10261440338-v8 117 76-40685004

 Schedule 2 – Particulars

Design & Build for the [--] and Operation and

The Project
Maintenance for King Abdullah Financial District
The Employer’s Representative is: ----------------
Employer
Email: ----------------@kafd.sa
Consultant(s) As to be instructed by the Employer from time to time
Engineer As to be instructed by the Employer from time to time

Employer’s Personnel As defined in Schedule 1 (Definitions) of this Contract.

Contract Price
-------------------------
(Schedule 1 (Definitions ))

Lump Sum Price As set out in Schedule 8 (Schedule of Rates or Bill of

Breakdown Quantities).

Contractor’s Representative The Contractor’s Representative is: Mr. --------------.

Currency of Payment Saudi Arabia Riyal

The Defects Notification Period for each Section and for

the whole of the Works shall be a period commencing on
Defects Notification Period the date stated in a Taking Over Certificate as being the date
(Schedule 1 (Definitions )) on which a Section or the Works (as the case may be)
achieved Substantial Completion and ending on a date 12
months after the date stated in that Taking Over Certificate.

Engineer
As to be instructed by the Employer.
(Schedule 1 (Definitions ))

Provisional Sums ------

(Schedule 1 (Definitions ))

The Works shall include the following Section(s) /

Milestones:
Section
Description Completion Date (From the Commencement Date)
No.
Sections / Milestones
1 --- Months from the Commencement Date
(Schedule 1 (Definitions ))
2 --- Months from the Commencement Date

3 --- Months from the Commencement Date

4 --- Months from the Commencement Date

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 The Specialist Systems are the following: As required for
Specialist Systems completion of the works. Included in Schedule 3 (Scope of
(Schedule 1 (Definitions )) Works), Schedule 12 (Specifications and Drawings) and the
Lump Sum Contract Price Breakdown.

Third Party As defined in Schedule 1 (Definitions)

The Time for Completion of the Works shall be (-------)
from the Commencement Date.

The Time for Completion for each Section / Milestone shall

Time for Completion
be as set out in Schedule 2 of this Contract.
(Schedule 1 (Definitions ))
Operation & Maintenance period for the Maintenance Work
as setout in Schedule 3 (Scope of Services) shall be ---- from
the Time for Completion of the Works.

Utility Company means:

Utility Company Saudi Electric Company, National Water Company, STC
(Schedule 1 (Definitions )) and any other service providers as to be notified by the
Employer from time to time.

Contract Clause 2.4 (Contract) shall apply.

The Contractor is responsible for all design as set out in this

Design
Contract.

Commencement Date: The Commencement date of the Works shall be on X X

202X-
(Clause 7)

Electronic Transmission The agreed system(s) of electronic transmission is/are

Clause 9.1 Enterprise Programme Management System (or any
(Communications) Employer specified project management software).

Address for The Employer’s address for communications is:

communications
(Clause 9.1 King Abdullah Financial District Management and
(Communications) Development Company, 3093 Al Aqeeq District, Riyadh
13519 – 6954, Kingdom of Saudi Arabia, Kingdom of Saudi
Arabia.

The Contractor’s address for communications is:

----

The Engineer’s address for communications is:

To be instructed by the Employer.

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Financial Statements and Clause 9.15 (Financial Statements and Disclosure) shall
Disclosures apply
(Clause 9.15 (Financial
Statements and
Disclosure ))

The Employer shall give the Contractor access to the Project

Time for access to the Site on the Commencement Date.
(Clause 10.1 (Right of
Access to the Site )) The Contractor shall Co-ordinate with the Employer to
agree on available working days/hours for any work to be
executed
The Contractor is required to provide a Performance Bond
& Operation Performance Bond in accordance with this
Contract.
Performance Security
The value of the Performance Bond shall be equal to Ten
(Clause 12.2 (Performance
(10%) of the Contract Price.
Security ))
The Contractor shall be required to modify the value of the
Performance Bond in the event that the Contract Price is
increased.

Advance Payment Bond (--%) of the Contract Price

Parent Company Guarantee The Contractor is required / not required to provide a Parent
Company Guarantee.
(Clause 12.4) (Parent
Company Guarantee)

Maintenance of Bonds The specified percentage shall be -- (--%) In the event that
(Clause 12.4) (Maintenance the Contract Price increases
of Bonds)

Subcontracting The parts of the Works for which Collateral Warranties shall
(Clause 12.8 (Subcontractin be required are: Any Third Party as identified by the
g and Suppliers )) Employer in such request.

Subcontracting The Subcontractors sum referred to in Clause 12.8.2(b) is:

(Clause 12.8.2(b))) Any Third Party as identified by the Employer.

Approved Subcontractors As per Clause 12.8.2, or unless otherwise advised by the

(Clause 12.8.2) Employer from time to time

Electricity, water, gas and other services shall not be

Electricity, Water and Gas
provided to the Contractor in accordance with sub-clause
(Clause 12.24 (Electricity,
12.24.
Water and Gas ))

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Employer’s Free Issue
Material on Site
(Clause 12.25 (Employer’s Not applicable
Free Issue Material On
Site))
The Contractor shall submit five (5) copies of the progress
reports referred to in Clause 12.26 to the Employer or as
otherwise agreed with the Engineer.

The Contractor shall include the certified value already

Progress Reports incurred to date with historical cashflow and the current
(Clause 12.26 (Progress estimated final account value completing the Works with
Reports )) corresponding cashflow in relation thereto in each monthly
progress report.

In addition to the items included in Clause 12.26 (Progress

Reports), the monthly progress report shall be as specified
in the Project Controls (Schedule 9).
In addition to the requirements at Clause 12.27, the
Security of the Site Contractor shall comply with the provisions of the HSE
(Clause 12.27 (Security of Requirements as detailed in the KAFD Minimum
the Site )) Construction Health and Safety Standards and Schedule 14
of this Contract.
Escrow Clause 12.32 (Escrow) does not apply
(Clause 12.32 (Escrow ))
The Contractor shall execute novation agreements to be
Novation of appointments
entered into by the Employer, the Contractor and any
of Consultants
consultant designated by the Employer from time to time.

Operation and Maintenance The Contractor shall supply manuals in accordance with the
Manuals provisions of this Contract and it’s Schedules, and
(Clause 13.8 (Operation and Annexures.
Maintenance Manuals ))
Working Hours shall not be restricted. Contractor shall have
discretion to work 24 / 7 at any stage throughout the
14.5 Working Hours Contract period if it deems it necessary to achieve the Time
for Completion or as to be advised by the Employer from
time to time.

Worker Community Clause 15.6.2 shall apply

Comprehensive Statement
(Clause 14.6.2)
The Contractor’s key personnel with regards to the design
and execution of the Works are:
Key Personnel
Name: to be advised

Designated Responsibility: to be advised

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Royalties The Contractor shall comply with the provisions of Clause
(Clause 15.7 (Royalties) 15.7 (Royalties) in relation to the payment of royalties.
Access in Phases Clause 16.3.5 shall not apply
(Clause 16.3.5)
The provision of a revised Programme and/or supporting
report as may be required under Clause 17.4 (Recovery of
Clause 16.4 of (Recovery Delays) or Clause 16.3 (Programme), shall entitle the
of Delays) Employer to increase the retention held against the
Contractor by 5% of the Interim Payment amount until
recovery of the delays.
The Contractor shall pay delay damages at the following
rates per Day (or part of a Day) in respect of the whole of
the Works at 0.1% of the apportioned Contract Price.
Completion Date (From the
Section No. Description
Commencement Date)

--- Months from the

1
Commencement Date
Delay Damages
(Clause 16.6 (Delay --- Months from the
2
Damages )) Commencement Date

--- Months from the

3
Commencement Date

--- Months from the

4
Commencement Date

The limit of delay damages payable by the Contractor shall

be 10 % of the Contract Price.

Prolonged Suspension A period in excess of 180 days.

(Clause 16.10

Save where the Specification provides otherwise, the

Contractor shall give to the Engineer not less than 14
(Fourteen) Days’ notice of the date after which the
Timescales for Tests Prior Contractor will be ready to carry out each of the Tests Prior
to Completion to Completion.
(Clause 17.1.2)
Unless otherwise agreed, Tests Prior to Completion shall be
carried out within 2 (Two) Days after this date, on such Day
or Days as the Engineer shall instruct.

Notice to be given 14 (Fourteen) Days, before the

Taking Over the Works and
Contractor anticipates that the Works and Sections,
Sections (Clause 19.1.2)
respectively, will be ready for Taking Over.

10261440338-v8 122 76-40685004

 Without prejudice to Clause 20.2 (Value Engineering), the
Contractor shall review and evaluate the provided design,
specifications, and the other drawings referenced in this
Contract to identify possible cost reductions. In the event the
Contractor identifies and documents a proposal, at its cost,
which will result in a net reduction to the cost of the scope
of work that is the subject of the proposal (“Net Cost
Reduction Proposal”) and which requires Variation Order to
implement, the Engineer, after consultation with the
Employer, may issue a Variation Order implementing the
Net Cost Reduction Proposal. The Contractor's Net Cost
Reduction Proposal shall contain at least a description of the
existing and proposed Contract requirements and an
assessment of the consequences of Implementing the Net
Cost Reduction Proposal, including an estimate of the cost
reduction (the “Net Cost Reduction”), a programme details
of any modification necessary to the existing programme
and the time for Completion, and the proposed payment. If
Value Engineering (Clause the Net Cost Reduction reduces the cost of the scope of work
20.2) at issue and the Employer determines, in its sole discretion,
to implement the Net Cost Reduction Proposal, the Engineer
shall determine the fee payable by the Employer to the
Contractor, which shall (twenty) 20% of the Net Cost
Reduction after applying any other deduction, withholding
or set-off that the Employer is entitled to make under the
Contract. The Employer’s decision to adopt or reject the Net
Cost Reduction Proposal shall be final and binding on the
Parties. This Clause 22.2.4 shall not apply to proposals that
involve the substitution of any Employer-supplied materials
for Contractor-supplied materials.

For avoidance of any doubt, in the event the Employer

instructed the Contractor to propose any Value Engineering,
resulted in a Net Cost Reduction to the cost of the scope of
work at issue and the Employer determines, in its sole
discretion, to implement the Net Cost Reduction Proposal,
then the Contractor shall not be entitled to claim for any fee,
amount or proportion of those Net Cost Reduction.

Profit to be added to Cost for Eight % (8 per cent)

Provisional Sum and
Variations (Clauses 20.3.2
& 20.4.2)

10261440338-v8 123 76-40685004

 The payment for the Works shall be on the basis of the
Contract Price, Schedule 8 (Schedule of Rates or Bill of
Quantities) and always in accordance with Schedule 4
(Contract Price, Payment Terms and Payment Schedule).
Payment Terms (Clause 22
and Schedule 4 (Contract Payments shall be made according to the Payment Schedule
Price, Payment Terms and included at Part 4 of Schedule 4 (Contract Price, Payment
Payment Schedule)) Terms and Payment Schedule); and

- subject to the Contractor’s compliance with Schedule 4

(Contract Price, Payment Terms and Payment Schedule) and
Schedule 9 (Project Controls)

In accordance with Schedule 4 (Contract Price, Payment

Lump Sum Contract Price
Breakdown
(Schedule 4 (Contract
Price, Payment Terms and
Payment Schedule)), Part
2 (Fixed Lump Sum))
Terms and Payment Schedule), Part 2, (Fixed Lump Sum),
the Contract Works are a Fixed Lump Sum.
The Bills of Quantities shall not be subject to
remeasurement and are only to be used as a schedule of rates
and a basis for valuing interim payments in accordance with
Schedule 4.
Method of Measurement: Principles of Measurement
International (POMI) save where this conflicts with the
measurement process used to establish the BQ in Schedule
8.

The total liability of the Parties to one another, under or in

connection with the Contract, other than under Clause 24.1
Limitation of Liability
(Indemnities), shall not exceed one hundred percent (100%)
of the Contract Price, as adjusted.

Force Majeure - Optional The period of prevention entitling the Employer to give to
Termination Payment and the Contractor a notice of termination of the Contract is 60
Release (Sixty) Days.
(Clause 28.6.1)

Basis of Payment Payment for the Works shall be on the basis of the Contract
(Schedule 4 (Contract Price and Schedule 8 – Bill of Quantities
Price, Payment Terms and
Payment Schedule ))
Statements The Contractor shall submit two printed copies and one
(Schedule 4 (Contract electronic copy in “Excel” format of each Statement to the
Price, Payment Terms and Employer.
Payment Schedule), Part 1
All Submissions are to be submitted in “Unifier”.
(General), paragraph 4.4.1)

10261440338-v8 124 76-40685004

Plant and Materials on Site
and Intended for the Works

(Schedule 4 (Contract
----
Price, Payment Terms and
Payment Schedule), Part 1
(General), paragraph 4.5.4)

The Employer shall be entitled to deduct and withhold

retention in respect of the Works. The percentage of
Retention retention shall be as follows:
(Schedule 4 (Contract
Price, Payment Terms and Ten percent (10%).
Payment Schedule), Part 1 The overall limit of the retention shall be Ten percent (10 %)
(General), paragraph 4.8.1) of the Contract Price.

Minimum Payable Amount

(Schedule 4 (Contract The Minimum Payable Amount is: No Minimum Payable
Price, Payment Terms and Amount
Payment Schedule), Part 1
(General), paragraph 4.7.4)
Invoices will be submitted to the Employer and copied to
Invoices the Engineer.
(Schedule 4 (Contract
Price, Payment Terms and Each invoice shall include the following:
Payment Schedule, Part 1 - name of the Engineer; and
(General), paragraph 4.6.7
and paragraph 4.12.1) - purchase order number, contract number or agreement
reference number (as appropriate).

The Contractor shall submit two printed copies and one

Statement at Completion electronic copy in “Excel” format of the Statement at
(Schedule 4 (Contract completion to the Employer.
Price, Payment Terms and
Payment Schedule, Part 1 All Submissions are to be submitted in “Unifier”.
(General), paragraph 4.9.1

10261440338-v8 125 76-40685004

Final Statement The Contractor shall submit two printed copies and one
(Schedule 4 (Contract electronic copy in “Excel” format of the Final Statement to
Price, Payment Terms and the Employer.
Payment Schedule, Part 1
All Submissions are to be submitted in “Unifier”.
(General),
paragraph 4.10.1)

Component Project Means Section [INSERT] of the Works

10261440338-v8 126 76-40685004

 Schedule 3 – Scope of Works

10261440338-v8 127 76-40685004

Schedule 4 – Contract Price, Payment Terms and Payment Schedule
Part 1
General

1 CURRENCY OF PAYMENT
All payments and deductions to be made under or in connection with the
Contract shall be in the Currency of Payment.

2 PAYMENTS TO THE EMPLOYER

Any amounts payable by the Contractor to the Employer pursuant to the
Contract shall, unless otherwise stated, be paid to the Employer within fifty-
six (56) Days of the Contractor receiving notice from the Employer of such
payment being due.

3 BREAKDOWN OF CONTRACT PRICE

3.1.1 Not Used.

3.1.2 The Engineer shall have the right to request, and the Contractor shall provide to the Engineer
as soon as practicable, further breakdowns in greater detail of lump sums contained within
the BQ which have been formulated by quantified rates and prices.

4 PAYMENT TERMS
4.1 Basis of Payment

4.1.1 Following the Commencement Date, payment for the Works will be as set out in Schedule 2
(Particulars ).

4.1.2 Pending completion of the Works, interim payments will be made by the Employer to the
Contractor at the times and in the manner prescribed in these Payment Terms.

4.1.3 The sums payable pursuant to these Payment Terms shall be the full and only remuneration
of the Contractor for the performance of the Works and are deemed to be inclusive of any and
all taxes, duties and fees required to be paid. The sums payable pursuant to these Payment
Terms will not be adjusted save as expressly provided for in the Contract and include the full
cost to the Contractor of all risks and responsibilities assumed by the Contractor under the
Contract.

4.1.4 Words and expressions used in these Payment Terms but not defined in Schedule 1
(Definitions) shall have the meanings attributed to them in Schedule 2 ( Particulars ).

4.2 All requirements as set forth in the Project Program Controls Requirements shall be adhered
to in order to proceed with payment certification.

In the event that the Engineer is dissatisfied with the details provided by the
Contractor as part of the Statement and the Contractor does not provide
satisfactory supplementary information in due time to support the Contract
time limits for certification the Engineer shall adjust the payment certificate
according to his own determination.
4.3 Advance Payment
4.3.1 Any Advance Payments to be made by the Employer to the Contractor are set out in this
paragraph 4.3 (Advance Payment ).

4.3.2 Subject to the provisions of this paragraph 4.3 (Advance Payment) the following Advance
Payments shall be made upon the occurrence of the following events:

Advance Event Amount of Advance Payment

Payment
No.

Upon Contract Execution and

1 receiving the original of the --% of the Contract price
Approved Advance Payment Bond,
and Performance Bond.

4.3.3 Not Used

4.3.4 Payment of any Advance Payment shall be subject to:

(a) Not Used

(b) the Employer receiving from the Contractor an Advance Payment Bond for the
relevant Advance payment; and
(c) compliance by the Contractor with this Schedule 4 (Contract Price Payment Terms
and Payment Schedule),.

4.3.5 Advance Payments shall be repaid through percentage deductions from interim payments
which are proportional to the amount paid in advance and the Contract Price. Such deductions
shall commence in the interim payment to be paid in the month following payment of the
Advanced Payment(s) and shall be at a rate such that it is/they are fully repaid by the time of
issuing of the latest Taking Over Certificate.
4.3.6 If all of the Advance Payments have not been repaid prior to the issue of the Taking Over
Certificate for the Works or prior to termination of the Contract under Clause 23
(Termination by Employer ), Clause 24 (Suspension and Termination by Contractor ) or
Clause 29 (Force Majeure ) (as the case may be), the whole of the balance then outstanding
shall become due and payable by the Contractor to the Employer.
4.3.7 Subject to Clause 17 (Commencement, Delays and Suspension ) if the activity stated in
paragraph 4.3.2 is not completed by the date stated in paragraph 4.3.2 for its completion then
no advance payment shall be made.

4.4 Application for Interim Payments

4.4.1 The Contractor shall submit, in a form approved by the Engineer from time to time,
Statements (in the number of copies specified in Schedule 2 (Particulars )) to the Engineer
showing in detail the amounts to which the Contractor considers itself to be entitled, together
with documentation sufficient to support all sums claimed which shall include the relevant
report on progress in accordance with Clause 12.26 (Progress Reports ) (the
“Statement”). Where Schedule 2 (Particulars ) states that payment for the Works will be on
the basis of the Contract Price and Schedule 8 (Schedule of Rates or Bill of Quantities ), the
Contractor shall submit a Statement after the end of each month (commencing after the end
of the month containing the Commencement Date).

4.4.2 The Statement shall include the following line items, as applicable, which shall be expressed
in the Currency of Payment, in the sequence listed below:
 (a) the Contract Price current at the end of the period for which the Statement
is submitted (the “Current Contract Price”);

(b) the value of the Works properly ordered, en-route, delivered to Site,
installed/executed, and/or tested and commissioned up to the end of the period for
which the Statement is submitted (or, where a Payment Schedule applies, the
relevant instalment set out in the Payment Schedule which the Contractor is entitled
to claim) and determined as per the schedule hereunder, together with any amounts
previously claimed, or being claimed, in respect of:

Required Contractor’s
Cumulative Certifiable
Completion Stage Substantiation for Engineer’s
Amount
Certification

(c) the aggregate of the amounts deducted, or to be deducted, in respect of repayment

of the Advance Payment in accordance with paragraph 4.3 (Advance Payment )
up to the end of the period for which the Statement is submitted;
(d) the aggregate of the amounts deducted, or to be deducted, for Retention Money,
calculated in accordance with paragraph 4.8 (Retention ) up to the end of the period
for which the Statement is submitted;
(e) the total of the deductions referred to in paragraph 4.4.2(c) and paragraph 4.4.2(d)
(“Total 2”);
(f) the aggregate of the amounts paid in discharge of previous Statements (whether in
respect of the Advance Payment, and/or release of Retention Money or otherwise)
(“Total 3”); and
(g) the total claimed by the Contractor in the Statement (“Total 4”), being the lesser of:
(i) Total 1, less Total 2 and Total 3; or
(ii) the difference between Total 1 and the Current Contract Price.
4.4.3 Provided always that where:
(a) the combined totals of Total 2 and Total 3, exceeds Total 1; or
(b) Total 1 exceeds the Current Contract Price,

Total 4 shall be deemed to be zero and no further sums shall be payable to the
Contractor unless and until there are upward adjustments to the Contract Price,
if any, pursuant to Schedule 3 (Contract Price and Payment Terms), Part 1,
paragraph 1 (Contract Price) or Totals 2 and 3 cease to exceed Total 1.
4.4.4 All Statements submitted by the Contractor shall be signed by the Project Director of the
Contractor named in Schedule 2 responsible for delivering the Project and shall contain a
sworn statement or certificate from such person to the effect that all sums claimed in the
Statement as due and payable to the Contractor are properly due and payable to the Contractor.

4.4.5 The Contractor shall submit with each Statement, full supporting documentation so that the
Engineer can readily understand and verify the sums claimed.

4.4.6 The Contractor shall provide the Engineer with whatever supplemental information and
analysis it may reasonably require in order to fully understand and verify the sums due to the
Contractor.

4.4.7 Prior to the receipt of any interim payment, the Contractor shall submit together with each
Statement a Disclosure in the form of Appendix 6, whereby the Contractor confirms the sums
due, if any, to its Subcontractors and/or Suppliers and whereby the Contractor’s Subcontractor
and/or Supplier executes a Payment Verification in the form of Appendix 7 confirming the
same.

4.5 Plant and Materials on Site and Intended for the Works

The Engineer shall determine and certify each addition if the following conditions are
satisfied:

(a) The Contractor has:

a. kept satisfactory records (including the orders acknowledged by

recipient vendors, valid subcontract agreements, receipts, Costs and use
of Plant and Materials) which are available for inspection, and
b. Submitted a statement of the Cost of acquiring and delivering the Plant
and Materials to the Site, supported by satisfactory evidence
and either:

(b) The relevant Plant and Materials:

a. have been shipped to the Country, en route to the Site, in accordance with
the Contract; and
b. are described in a clean bill of lading or other evidence of shipment,
which has been submitted to the Engineer together with evidence of
payment of freight and insurance, any other documents reasonably
required, and a bank guarantee in a form and issued by an entity approved
by the Employer in amounts and currencies equal to the amount under
this Sub-Clause: this guarantee may be in a similar form to the form
referred to in Sub-Clause 12.3 (Advance Payment Bond) and shall be
valid until the Plant and Materials are properly stored on Site and
protected against loss, damage, or deterioration.
or

(c) the relevant Plant and Materials

 a. have been delivered to and are properly stored on Site and protected
against loss, damage or deterioration, and appear to be in accordance
with the Contract.

4.6 Interim Payments

4.6.1
No amount shall be paid to the Contractor until the Employer has received and
approved the Performance Security (including the Advance Payment Bond
required under Clause 12.3 (Advance Payment Bond) of the Conditions of
Contract) and

4.6.2 evidence of the Contractor’s Insurances and Permits.

Following receipt by the Engineer of a Statement in accordance with paragraph 4.4

(Application for Interim Payments), the Engineer may inspect the Works in order to estimate
the value of each work item or activity carried out by the Contractor in accordance with the
Contract up to the end of the period for which the

4.6.3 Statement is submitted.

within five 5 Days of the Engineer receiving a Statement and supporting documentation from
the Contractor, the Engineer shall proceed in accordance with Clause 11.4 (Determinations)
to agree or determine the amount of the interim payment to which the Contractor is entitled
and shall record such amount in an Interim Payment Certificate which shall be issued to the
Contractor

4.6.4 and the Employer.

When agreeing or determining the amount of the interim payment to which the Contractor
shall be entitled and issuing the Interim Payment Certificate, the Engineer shall deduct from
the amount claimed by the Contractor any items in the Statement with which the Engineer
disagrees including items which the Engineer (acting reasonably) believes relate to:

(a) defective work not remedied;

(b) third party claims filed or reasonable evidence indicating probable filing of such
claims not covered by the Employer’s insurance;
(c) failure of the Contractor to make payments properly to Subcontractors or to pay for
labour, Goods and/or Materials or a failure to provide adequate evidence of the same
to the Employer;
(d) damage to the Employer or Other Contractors, not covered by the Employer’s or
other insurance;
(e) persistent failure to carry out the Works in accordance with the Contract;
(f) if any amount claimed by the Contractor which is a Disallowed Cost;
(g) any other substantial failure by the Contractor to perform its obligations under this
Contract which is identified within the Contract as entitling the Employer to reduce
the amount to be certified and paid; or
(h) the value of the Works completed not being consistent with the sums claimed by the
Contractor.

4.6.5 The Engineer shall provide to the Contractor particulars of all deductions made from the
Contractor’s Statement. If the Contractor or the Employer disputes any part of the Interim
Payment Certificate, such dispute shall be resolved in accordance with Clause 26.3 ( Dispute
Resolution).
4.6.6 If the Contractor fails to make payment of any amount that is due to a Subcontractor in
circumstances where the Engineer determines such non-payment was not the responsibility
of such Subcontractor, the Employer may (but shall be under no obligation to) pay such
Subcontractor directly, having given five (5) Days’ notice to the Contractor of its intention to
do so. Any amount paid to a Subcontractor pursuant to this paragraph 4.6.6 shall be deemed to
have been paid by the Employer to the Contractor and such amount shall be included (and
identified) in Totals 1 and 3 (as described in paragraph 4.4.2(b) and paragraph 4.4.2(f)) of any
Statement submitted by the Contractor to the Engineer after the date of such payment. Any
direct payment made by the Employer is not intended to create and shall not create any
contractual relationship or other relationship whether reliance based or otherwise between the
Employer and any Subcontractor.

4.6.7 Following receipt of the Interim Payment Certificate by the Contractor in accordance with this
paragraph 4.6 (Interim Payments), the Contractor shall promptly submit an invoice to the
Employer in accordance with the details listed in Schedule 2 ( Particulars) for the amount
stated in the Interim Payment Certificate.

4.7 Timing of Payments

4.7.1 Save as provided for in Clause 10.2 (Employer’s Claims ), Clause 12.2 (Performance
Security ), Clause 12.3 (Advance Payment Bond ), Clause 12.4 (Maintenance of Bonds ),
Clause 12.24 (Electricity, Water and Gas ), Clause 17.6 (Delay Damages ), Clause 20.4
(Failure to Remedy Defects ), paragraph 4.14 (Payments to Subcontractors), Clause 22.5
(Payment after Termination for Contractor Default ), Clause 24.1 (Indemnities ), Clause
26.1 (Contractor’s Claims ) and paragraph 4.6 (Interim Payments ), the Employer shall
pay to the Contractor:

(a) the amount which is properly invoiced and due to the Contractor in respect of each
Interim Payment Certificate, other than the Final Payment Certificate, within thirty
(30) Days of receipt of the Contractor’s Statement, invoice in accordance with
paragraph 4.6 (Interim Payments). For the avoidance of doubt the process is as
follows
i) Day 0 Contractor Submits Statement

ii) Day 20 Engineer issues Payment Certificate

iii) Day 25 Contractor issues invoice against Certified amount

Day 50 Employer pays Contractor; and

(b) subject to paragraph 4.7.2, the final payment which is properly invoiced
and due to the Contractor, within thirty (30) Days after receiving a
written discharge and invoice from the Contractor in accordance with
paragraph 4.11 (Discharge) and paragraph 4.12 (Final Payment ).

4.7.2 Where the Final Payment Certificate shows that an amount is due to the Employer from the
Contractor, the Contractor shall pay such amount to the Employer within Fifty (50) Days after
receiving an invoice from the Employer in accordance with paragraph 4.12 ( Final Payment).

4.7.3 Payment shall not be taken or construed as an acceptance or acknowledgment that the Works
are necessarily in accordance with the Contract.

4.7.4 Save for the final payment, if the amount due to the Contractor is less than the sum set out in
Schedule 2 (Particulars) (the “Minimum Payable Amount”) then such sum shall not be paid
unless and until the amount due exceeds the Minimum Payable Amount.

4.8 Retention

4.8.1 The Employer shall be entitled to deduct and withhold retention in the form of physical sum,
or a retention bond to cover retention that would otherwise have been deducted, calculated by
 applying the percentage of retention stated in Schedule 2 ( Particulars) to Total 1 referred to
in paragraph 4.4.2, until the amount retained by the Employer reaches the limit of Retention
Money stated in Schedule 2 (Particulars) .

4.8.2 N/A.

4.8.3 When the Taking Over Certificate has been issued, for any Section of the Works, and that
Section of the Works has passed any Tests Prior to Completion, the first half of any Retention
Money shall be released to the Contractor.

4.8.4 Promptly after the expiry of the Defects Notification Period per Section, the outstanding
balance of any Retention Money shall be released to the Contractor.

4.8.5 However, if any work remains to be executed or defect, deficiency or damage remedied under
Clause 20 (Defects Liability), the Employer shall be entitled to withhold the estimated cost
of this work until such work has been carried out and completed and/or the defect, deficiency
or damage remedied.

4.8.6 After termination under Clause 23.6 (Termination for Employer’s Convenience) the Engineer
shall certify for payment to the Contractor the amount of Retention Money necessary to reduce
the value of the Retention Money to fifty percent (50%) of the value of the Retention Money
as at the date of termination.

4.8.7 Subject to paragraph 4.8.8, twelve (12) months after the notice of termination under Clause
23.6 (Termination for Employer’s Convenience), the outstanding balance of the Retention
Money shall be certified by the Engineer for payment to the Contractor.

4.8.8 However, if any defect, deficiency or damage to the Works requires to be remedied, the
Employer shall be entitled (at its sole discretion) to withhold the cost of this work from the
Retention Money (or withhold the estimated cost where the work has not been carried out by
a date twelve (12) months after the notice of termination under Clause 23.6 (Termination for
Employer’s Convenience)).

4.9 Statement at Completion

4.9.1 Within eighty-four (84) Days after receiving the Taking Over Certificate for the Works, the
Contractor shall submit (in the number of copies specified in Schedule
2 (Particulars)) a Statement at completion with supporting documents, in accordance with
paragraph 4.4 (Application for Interim Payments).

4.9.2 Where in paragraph 4.4 (Application for Interim Payments) the Contractor is required to
provide details of instalments of the Contract Price claimed and/or paid up to the end of the
period for which the Statement is submitted it shall provide details of all instalments of the
Contract Price claimed and/or paid up to the date of issue of the Taking Over Certificate.

4.9.3 In addition to the sections, line items and self-certification prescribed by paragraph 4.4
(Application for Interim Payments ), the Contractor shall also include in the Statement an
estimate of any other amounts which the Contractor considers will become due to it under the
Contract. Estimated amounts shall be shown separately in the Statement.

4.9.4 Following receipt of such Statement, the Engineer shall give notice and meet with the
Contractor in accordance with paragraph 4.6 (Interim Payments) and the Employer shall
make payment in accordance with paragraph 4.7 ( Timing of Payments) and paragraph 4.8
(Retention).

4.10 Application for Final Payment

4.10.1 Within forty-nine (49) Days after receiving the Performance Certificate for the Works, the
Contractor shall submit (in the number of copies specified in Schedule 2 ( Particulars )) to
 the Engineer a Final Statement with supporting documents, showing in detail, in a form
approved by the Engineer, the following line items in the following sequence:

(a) the final Contract Price (the “Final Contract Price”) (“Total 1”);
(b) any amount still to be deducted in respect of repayment of the Advance Payment
(“Total 2”);
(c) the aggregate of the amounts paid in discharge of previous Statements (whether in
respect of the Advance Payment and/or release of Retention Money or otherwise)
(“Total 3”); and
(d) the total claimed by the Contractor in the Final Statement being Total 1, less Totals 2
and 3 (“Total 4”).

4.10.2 Provided always that where the combined total of Total 2 and Total 3 exceed the Final
Contract Price, Total 4 will be deemed to be zero and the difference between the combined
total of Total 2 and Total 3, and the Final Contract Price, will be payable by the Contractor to
the Employer.

4.10.3 The Final Statement submitted by the Contractor shall be signed by the director of the
Contractor responsible for delivering the Component Project and shall contain a sworn
statement or certificate from such person to the effect that all sums claimed in the statement
as due and payable to the Contractor are properly due and payable to the Contractor.

4.10.4 The Contractor shall submit with the Final Statement full supporting documentation so that
the Engineer can readily understand and verify the sums set out in the Final Statement.

4.10.5 The Contractor shall provide with the Final Statement any and all documentation sufficient
to demonstrate that the Contractor has paid its Subcontractors for theWorks carried out
under this Contract, including but not limited to provision of a Final
Disclosure(s) and Payment Verification(s) from each Subcontractor who has
performed any Work, services or labor or has supplied any material or
equipment for the Work in connection with prior Statements.

4.10.6 The Contractor shall provide the Engineer with whatever supplemental information and
analysis it may reasonably require in order to fully understand and verify the sums set out in
the Final Statement.

4.10.7 If the Engineer disagrees with or cannot verify any part of the Final Statement, the Contractor
shall submit such further information as the Engineer may reasonably require.

4.10.8 The Engineer shall upon receiving the Final Statement and supporting documentation from the
Contractor proceed in accordance with Clause 11.4 (Determinations) to agree or determine
the amount of the final payment to which the Contractor is entitled and shall record such
amount in a Final Payment Certificate which shall be issued to the Contractor and the
Employer.
4.10.9 If the Contractor or the Employer disputes any part of the Final Payment Certificate, such
dispute shall be resolved in accordance with Clause 26.3 (Dispute Resolution ).

4.11 Discharge
When submitting the Final Statement to the Engineer, the Contractor shall
submit a written discharge which confirms that the total of the Final Statement
 represents full and final settlement of all moneys due to the Contractor under
or in connection with the Contract.

4.12 Final Payment

4.12.1 Following receipt of the Final Payment Certificate by the Contractor in accordance with
paragraph 4.10 (Application for Final Payment ), the Contractor shall promptly submit an
invoice to the Engineer in accordance with the details listed in Schedule 2 ( Particulars ) for
the amount stated in the Final Payment Certificate or if the Final Payment Certificate shows
that an amount is payable from the Contractor to the Employer, the Employer shall promptly
submit an invoice to the Contractor for the amount stated.

4.12.2 In accordance with paragraph 4.7.1(b) and paragraph 4.7.2:

(a) the Employer shall pay to the Contractor the amount which is properly invoiced and
set out in the Final Payment Certificate as being finally due to the Contractor less
any deductions or sums which the Employer is entitled to claim back under the
Contract or any other contract between the Employer and the Contractor in
connection with the Component Project and/or the Project; or
(b) the Contractor shall pay to the Employer the amount which is properly invoiced and
set out in the Final Payment Certificate as being finally due to the Employer.

4.13 Cessation of Employer’s Liability

The Employer shall not be liable to the Contractor for any matter or thing
under or in connection with the Contract or execution of the Works, except to
the extent that the Contractor shall have included an amount expressly for it:
 (a) in the Final Statement; and
(b) (except for matters or things arising after the issue of the Taking Over Certificate
for the Works) in the Statement at Completion described in paragraph 4.9
(Statement at Completion).

4.14 Payments to Subcontractors

4.14.1 The Employer and the Contractor shall agree upon (1) a mutually acceptable procedure for
review and approval of payments to Subcontractors and (2) the percentage of retainage held
on subcontracts with Subcontractors (“Subcontracts”), and the Contractor shall execute
Subcontracts in accordance with those agreements.
4.14.2 The Contractor shall in accordance with the terms and conditions of the relevant subcontracts
pass on to the relevant Subcontractors and/or suppliers all payments received from the
Employer in respect of costs claimed by the Contractor as being due to such Subcontractors
and/or suppliers.
4.14.3 The Contractor shall not withhold payment or make deductions against a Subcontractor and/or
supplier’s account without first consulting with the Engineer and obtaining the Engineer’s
approval to such course of action.
4.14.4 Where the Contractor and the Engineer are in agreement that monies should be withheld
and/or deducted from a Subcontractor and/or supplier’s account, the Contractor shall not
claim and shall not be entitled to payment of the amount of the approved withholding and/or
deduction until such time as the Contractor and the Engineer agree that payments to the
relevant Subcontractor and/or supplier should be resumed.
 Part 2 Fixed Lump Sum
1 CONTRACTPRICE
1.1 The following provisions shall apply in relation to the Contract Price, unless it is expressly stated in
Schedule 2 (Particulars) that the Bill of Quantities will be subject to re-measurement in respect of all
or part of the Works, in which case Schedule 3, Part 3 ( Remeasurement) will apply:

(a) the Contract Price is a fixed lump sum;

(b) the items and quantities listed in Schedule 8 (Schedule of Rates or Bill of Quantities) shall be
at the sole risk of the Contractor, are indicative only and shall not be taken as accurately
representing the work to be executed by the Contractor in fulfilment of its obligations under
the Contract. The quantities will not be remeasured and the lump sum Contract Price shall be
deemed to cover for the whole of the Works required by the Contract irrespective of whether
or not such works are included in Schedule 8 (Schedule of Rates or Bill of Quantities ).
Notwithstanding the foregoing, Provisional Sums are not part of the Contract Price and shall
be adjusted in accordance with Clause 21.4 (Provisional Sums) in the event the Employer
instructed any Provisional Sums then the Contract price shall be adjusted accordingly; and

(c) subject to any specific exclusion of recovery by the Contractor of additional Cost, profit
and/or contribution to overheads set out in the Conditions, the Schedules, the Drawings and/or
the Specification, the Contract Price shall be adjusted in the specific circumstances and by the
specific amounts expressly provided for in the subclauses listed as paragraph 1.1(c)(i) to
paragraph 1.1(c)(vii) as follows:
(i) Clause 12.15 (Unforeseeable Physical Conditions);
(ii) Clause 12.29.2 (Fossils);
(iii) Clause 20.8 (Contractor to Search);
(iv) Clause 21.3 (Variation Procedure );
(v) Clause 21.4 (Provisional Sums );
(vi) Clause 21.6.2 (regarding Adjustments for Changes in Applicable Law)
(vii) Clause 25.4 (Consequences of Employer’s Risks ). ; and
(viii) and any other relevant terms and conditions of the Contract

1.2 The Parties are bound by the expenditure of Provisional Sums in accordance with Clause 21.4
(Provisional Sums) of the Contract. For clarification purposes, however, the Contractor
acknowledges that the Employer may instruct the Contractor to appoint a nominated
supplier(s) or subcontractor(s) to perform these services, subject to prequalification and the
satisfaction of both Parties.
 Part 3
(Statement Requirements)

Each statement shall be fully completed and contain all the required information.

The following supporting documents are to be provided by the Contractor as part of their
Statement submission:

• Application Cover Page

• Statement
• Supporting documents
• All invoices (if applicable)
• Approved Variations including all supporting documents (if applicable)
• Monthly Cash Flow Update
• KAFD DMC compliance checklist
• Interim Payment Certificate Form
• Summary to be included as part of the IPA
• Endorsement to be included as part of the IPA
• Payment Tracker to be included as part of the IPA
• Compliance Schedule (to be completed by the Contractor)

The above to be in accordance with the following templates where applicable.

 Schedule 5 – Insurance
PART 1 - INSURANCE TO BE OBTAINED BY CONTRACTOR

A. For Design & Build Stage

1. CONSTRUCTION ‘ALL RISKS’ INSURANCE

Period Insured: From Commencement Date until the date of issue of the Performance
Certificate, including Defect Notification Period.

Coverage: ‘All Risk’ of physical loss of or damage occurring to the Works, Temporary and
Permanent and all items, materials and equipment forming or supplied for incorporation into
the Works.

Insureds: Contractor, Subcontractors, suppliers (for their on-Site activities), Lenders (if
applicable) and/or any other parties as can be agreed upon by the Employer, all for their
respective rights and interests.

Co-Insured: The Employer

Insured Value: For Full Contract/VO Works.

Deductible: As per Sama Regulations.

Main extensions: To include (subject to sub-limits where applicable):

(1) Professional fees;

(2) Removal of debris;

(3) Inland transit;

(4) Offsite storage;

(5) Existing surrounding property (sub-limited to X each

and every occurrence);

(6) Expediting Expenses;

(7) Multiple Insured Clause;

(8) Extended Maintenance; and

(9) Automatic Increase Clause.

Principal Exclusions: To include, but not be restricted to:

(1) War, sabotage and terrorism;

 (2) Nuclear risks;

(3) Unexplained shortage;

(4) Liquidated Damages, Fines and Penalties;

(5) Consequential losses;

(6) Cash;

(7) Vehicles;

(8) Watercraft and Aircraft;

(9) Wear and tear, oxidation, corrosion and erosion

(10) LEG 3/96 Defects Exclusion

(11) Contractor’s Construction Plant and Equipment

(including Temporary facilities such as Site huts and
offices);

(12) Standard Piling Conditions;

(13) Toxic Mould; and

(14) Electronic Date recognition

Territorial Limits: Kingdom of Saudi Arabia

Law and jurisdiction: Saudi law and competent courts of Kingdom of Saudi Arabia

2. CONTRACTOR’S PLANT AND EQUIPMENT INSURANCE ON SITE AND

DURING TRANSPORTATION

Coverage: Physical loss or damage to the Contractor’s Construction Plant and Equipment,
machinery and tools owned by the Contractor or for which the Contractor is responsible or
which is used or to be used in connection with the Works on an all risks basis, including war
risks during transportation indemnified under a marine cargo insurance policy.

Insureds: Contractor and its Subcontractors, all for their respective rights and interests.

Period Insured: From Commencement Date until the date of issue of the
Performance Certificate, including Defects Notification Period.

Insured Value: Full Replacement Value

Deductible: As per Sama Regulations.

Main Extension: To include Subrogation waiver Clause in favour of the Employer

and/or any other parties as may be agreed upon by the Parties.
Territorial Limits: Worldwide

Law and jurisdiction: Saudi law and competent courts of Kingdom of Saudi Arabia

3. THIRD PARTY LIABILITY INSURANCE (Section under CONSTRUCTION

‘ALL RISKS’ INSURANCE)

Coverage: To indemnify the insured in respect of all sums that they may become legally
liable to pay (including claimant’s costs and expenses) as damages in respect of:

(a) death, or bodily injury, illness, death, disease contracted by any person;

(b) loss or damage to property;

(c) interference to property or any easement, easement, right or the enjoyment or

use thereof, trespass, nuisance, loss of amenities, or any like cause,

happening during the period insured and arising out of or in connection with the Component
Project.

Insureds: Contractor and Subcontractors all for their respective rights and interests.

Co-Insureds: The Employer, any Lender, Consultants, suppliers and/or any other
parties as can be agreed upon by the Parties, all for their respective rights and interests.

Period Insured: From Commencement Date until the date of issue of the
Performance Certificate, including Defect Notification period.

Limit of Indemnity: SAR 37,500,000/- AOO and unlimited in the Aggregate.

Deductible: SAR 37,500/-.

Permitted Exclusions:

(1) Auto liability;

(2) Watercraft and Aircraft liability;

(3) Pollution and contamination unless caused by sudden,

identifiable, unintended and unexpected events;

(4) Fines and Penalties

(5) Damages of a punitive or exemplary nature.

(6) Employer’s Liability;

(7) North American Conditions

Main Extensions: To include:

(1) Cross liability Clause substantially as follows:

“For the purpose of this policy, any parties named as the insured shall be deemed to be separate
entities as if a separate policy had been issued to each of them. In the event of claims being
made by reason of personal/bodily injury by any employee of one of the insured for which
another insured is or may be liable or damage to property belonging to any insured for which
another insured is or may be liable then this policy shall cover the insured against whom the
claim is made. For the avoidance of doubt the total liability of insurers shall not exceed the
limit of indemnity.”

(2) Indemnity for loss or damage arising out of sudden

and accidental pollution;

(3) A Clause providing that the policy will cover on a

primary basis regardless of any other policies which
might cover the loss in question;

(4) Subrogation waiver Clause in favour of the Employer

and Lenders if applicable and/or any other parties as
may be agreed upon by the parties; and

(5) Liability assumed under contract or agreement; and

(6) LEG Multiple Insured Clause (or equivalent).

The third party liability policy shall contain Clauses whereby the Insurers agree:

(a) that non-disclosure or misrepresentation by one insured shall not be

attributable to any other insured who did not actively participate in that non-
disclosure or misrepresentation;

(b) without prejudice to the Employer’s right to adduce additional information to

Insurers, that the Contractor shall have the obligation to comply with all
policy requirements and to provide all information required by Insurers
including without limitation in connection with any claim or proof of loss;

(c) that the Employer is not liable for the payment of the premium under the
policy; and

(d) that no claim under the policy for an amount in excess of SAR 1,000,000
(indexed) (inclusive of any excess or deductible of any and every kind) may
be settled without the prior written consent of the Employer.

Territorial Limits: Worldwide excluding USA and Canada

Law and jurisdiction: Saudi law and competent courts of Kingdom of Saudi Arabia

4. WORKMEN’S COMPENSATION INSURANCE

Coverage: Workmen’s compensation coverage to cover liabilities under the Labour Law
and subsequent amendments in respect of insured’s employees. Policy to note Employer’s
interest as Principal.

Insureds: Contractor and its Subcontractors.

Period Insured: From Commencement Date until the date of issue of the
Performance Certificate, including Defects Notification Period.

Insured Value: As per the annual estimated wages.

Deductible: SAR NIL

Territorial Limits: Kingdom of Saudi Arabia

Law and jurisdiction: Saudi law and competent courts of Kingdom of Saudi Arabia

5. EMPLOYER’S LIABILITY INSURANCE (Section under WORKMEN’S

COMPENSATION INSURANCE)

Coverage: Employer’s liability in respect of insured’s employees. Policy to note

Employer’s interest as Principal.

Insureds: Contractor and its Subcontractors.

Period Insured: From Commencement Date until the date of issue of the
Performance Certificate, including any Defects Notification Period.

Insured Value: SAR 5,000,000/-AOO & AGG

Deductible: SAR NIL

Main Extension: To include:

(1) Cross liability Clause substantially as follows:

“For the purpose of this policy, any parties named as the insured shall be deemed to be separate
entities as if a separate policy had been issued to each of them. In the event of claims being
made by reason of personal/bodily injury by any employee of one of the insured for which
another insured is or may be liable or damage to property belonging to any insured for which
another insured is or may be liable then this policy shall cover the insured against whom the
claim is made. For the avoidance of doubt the total liability of insurers shall not exceed the
limit of indemnity.”
 (2) Subrogation waiver Clause in favour of the Employer
and/or any other parties as may be agreed upon by the
Parties; and

(3) Indemnity to Principal Clause substantially as follows:

“Insurers will indemnify any principal for whom the insured is carrying out work under a
contract arising out of or in connection with the Works against liability arising out of the
performance of such work by the insured and in respect of which the insured would have been
entitled to indemnity under this policy if the claim had been made against the insured but only
to the extent required by the terms and conditions of such contract provided always that
Insurers’ aggregate liability to all parties comprising the insured and the said principal shall
not exceed the limit of indemnity.”

Territorial Limits: Kingdom of Saudi Arabia

Law and jurisdiction: Saudi law and competent courts of Kingdom of Saudi Arabia

6. MARINE CARGO INSURANCE (FOR IMPORTED MATERIALS ONLY) If

Required.

Coverage: Materials, equipment, machinery, spares, supplies and other items to be

incorporated in the Works against all risks of physical loss or damage by any means of transport
from anywhere in the world to the Site or vice versa (from warehouse to warehouse) so
including intermediate transit, intermediate storage, intermediate transhipments and all inland
transportation.

Insureds: Contractor.

Co- Insureds: The Employer, Lenders (if applicable) and Subcontractors for their
respective rights and interests.

Period Insured: From date of first shipment until delivery at Site for last
shipment.

Insured Value: Invoice value + 10 percent of each consignment.

Limit: TBA

Deductible: NIL

Main conditions: To include:

(1) 50/50 marine / non-marine Clause;

(2) Extra expenses;

(3) Transit Clause;

(4) Concealed damage Clause (90 Days);

 (5) Waiver of underinsurance;

(6) Institute Cargo Clauses (A);

(7) Institute Cargo Clauses (Air);

(8) Institute Strike Clauses (Cargo);

(9) Institute Strike Clauses (Air);

(10) Institute War Clauses (Cargo)

(11) Institute War Clauses (Air);

(12) Institute Replacement Clause;

(13) Institute Radioactive Contamination Exclusion Clause

;

(14) Return Shipments Clause;

(15) General Average Clause; and

(16) Classification Warranty.

Territorial Limits: Worldwide

Law and jurisdiction: Saudi law and competent courts of Kingdom of Saudi Arabia

7. INHERENT DEFECTS INSURANCE (For any construction new buildings)

Period of Insurance: Ten years (calculated using the Gregorian Calendar) commencing on the
Date of Inception and expiring at midnight on the Date of Expiry.

Coverage: To indemnify the Insured against the cost of repairing, replacing and/or
strengthening the Premises following and consequent upon an Inherent Defect which is
discovered and is notified to the Insurer during the Period of Insurance including the following
events:

• Physical damage to the Premises; or

• The threat of imminent collapse to the Premises, which requires immediate remedial
measures for the prevention of an actual collapse within the Period of Insurance.

Insureds: The Contractor and their successors in title and their assignees to the extent of their
respective rights and interests in the Premises (The Contractor shall be the Insured before the
start of the Period of Insurance, and the owner of the Premises shall be the Insured during the
Period of Insurance).

Insured Value: The amount Representing the full rebuilding costs of the Premises.

Deductible: TBA
Main extensions: To include:

• Demolishing the premises or the removal of debris from the premises incurred by the
insured up to the limit of indemnity prescribed in the schedule.
• The legal, professional or consultants fees incurred by the insured up to the limit of
indemnity prescribed in the schedule. The insurer will not be liable to the insured for
fee incurred for the purpose of preparing a claim under this policy.
• The additional costs of repair, replacing or strengthening which arise out of alterations
in design, use of materials and methods of constructions.

Territorial Limits: Kingdom of Saudi Arabia

Law and jurisdiction: Saudi law and competent courts of Kingdom of Saudi Arabia

8. PROFESSIONAL INDEMNITY INSURANCE

Coverage: Professional Indemnity Insurance in respect of any negligent act or

omission or default by the Contractor in the performance of professional services for the
duration of the Component Project and for a period of 10 years from completion of the
Component Project.

The cover shall include indemnification of the Employer in respect of any claims from third
parties (and associated costs and expenses) and the Employer’s losses arising from any
negligent act or omission or default of the Contractor and any Subcontractors.

Professional services may include – but are not limited to - the performance by the insured of
any; design or specification; inspection; feasibility study; technical information calculation;
survey; project co-ordination; project management; construction management.

Insureds: Contractor and its Subcontractors.

Period Insured: From commencement of design activity, to run for the life of the
Component Project up to and including the date of issue of the Performance Certificate and a
further 10 year period thereafter.

Limit of Indemnity: SAR 37,500,000/-

Limitations: The Contractor shall use its best endeavours to ensure

that the Professional Indemnity Insurance shall not include
any exclusion, exception or limitation as regards to:

(10) Coverage for property damage, bodily injury and

financial loss;

(11) Vicarious liability attaching to The Employer and

Lenders (if applicable);

(12) Costs of any mitigation borne by and/or accrued to the

Contractor and/or the Employer; and
 (13) The 10 year period following issue of the Performance
Certificate.
Territorial Limits: Worldwide excluding USA and Canada

Law and jurisdiction: Saudi law and competent courts of Kingdom of Saudi Arabia

SUCH OTHER INSURANCES AS ARE REQUIRED BY LAW IN A FORM SUITABLE

AND WITH SUFFICIENT LIMITS TO SATISFY THE RELEVANT LEGAL
REQUIREMENTS.
 B. For Operation & Maintenance Stage

1- PROPERTY “ALL RISKS” INSURANCE

Cover All assets (excluding any assets of the O&M Contractor but without
prejudice to the O&M Contractor's right to insure such assets under
a separate insurance policy) against "all risks" of physical loss or
damage, including but not limited to fire, lightning, explosion,
natural hazards like flood, earthquake, derailment etc..

Insured: The Employer;

the Service Provider and all Subcontractors of any tier;
and/or its affiliated and/or subsidiaries and/or associated companies and/or
corporations for which there, however, a specific interest of the contractor
(also in partnership or joint venture) and for which it has the ownership,
control or the management or it is responsible for insurance, for declared
activity which already exists or which in the future will be acquired or
established (as Policy Holder);
any lenders or parties providing finance to the Client;
each for their respective rights and interests.

Period Insured: For the duration of the Term; annually renewable.

Insured Value: The full replacement value of Employer’s Property from time to
time plus limits for cover extensions (sub-limit for cover extensions
as per market standards).

Deductibles To be maintained in accordance with Saudi Central Bank

regulations

Main Extensions Automatic reinstatement of sum insured;

Debris removal costs – in addition to sum insured – limited to 20% of the
loss;
temporary removal;
local authorities reinstatement;
machinery breakdown of electrical plant and equipment or generators or
any machineries (this has to be covered as an extension or under a separate
policy);
riot, strikes, civil commotion and malicious damage;
landslide, subsidence and collapse;
72-hour clause;
non invalidation;
lenders special conditions, if applicable;
waiver of subrogation in favour of named insureds & principal ; and
 All other standard market extensions required for this class of insurance
to cover exposures.
Principal Exclusions: War, sabotage and terrorism;
nuclear risks;
unexplained shortage;
liquidated damages, fines and penalties;
consequential losses;
cash;
vehicles;
watercraft and aircraft;
wear and tear, oxidation, corrosion and erosion;
toxic mould;
electronic date recognition; and
other standard market exclusions for this class of insurance.
Territorial Limit Kingdom of Saudi Arabia
Jurisdiction This Policy and any dispute or controversy arising out of or in
connection with it shall be governed by Saudi Laws and Regulations and
is subject to the jurisdiction of Saudi Arabian Committees for Resolution
of Insurance Disputes and Violations.

2- BUSINESS INTERRUPTION

Period Insured: From the date of issue of the Construction Performance Certificate
for a period of 12 months, renewed annually for the [Term].

Coverage: At all times no less than indemnity in respect of debt servicing and
fixed costs and/or increased costs of working during the Minimum
Indemnity Period as a result of loss or damage covered under the
Property ‘All Risks’ effected in accordance with paragraph 1,
including physical loss or damage which would be indemnifiable but
for the application of any deductible.

Insured: a) the Project Company;

b) any lenders or parties providing finance to the Project
Company,
each for their respective rights and interests

Minimum Indemnity 12 Months

Period:

Maximum Deductible: “21“ days

Main extensions: a) Denial of access

b) Utilities at the terminal end of the premise
c) Multiple Insured Clause.
d) Named Suppliers
e) Accountants Clause.
f) Automatic Reinstatement of Sum Insured.
g) Contingent Loss of Revenue
h) Loss of attraction
 Main Exclusions: a) To follow the Property Damage "All Risks" Insurance, other
than for consequential losses except contingency business
interruption covered in the policy.
b) Non-availability of funds.
c) Fines and penalties.
d) Loss of license.
Other standard market exclusions for this class of insurance.

3- CONTRACTOR’S CONSTRUCTION PLANT AND EQUIPMENT INSURANCE ON

SITE
(During operation and maintenance period)

Coverage: Physical loss or damage to the Contractor’s plant and equipment,

machinery and tools owned by the Contractor or for which the
Contractor is responsible or which is used or to be used in connection
with the Works at site premises and during transit on an `all risks
‘basis

Insureds: Contractor and its Subcontractors, all for their respective rights and
interests.

Period Insured: From Commencement Date until the date of issue of the Performance
Certificate, including the Defects Notification Period.

Insured Value: Current new replacement value of the plant or equipment

Deductible: Not more than SAR [INSERT]

Main Extension: To include subrogation waiver in favour of the Employer and/or any
other parties as may be agreed upon by the Parties.

Territorial Limit Kingdom of Saudi Arabia

Law and jurisdiction Saudi law and competent courts of Kingdom of Saudi Arabia

4- THIRD PARTY LIABILITY INSURANCE

Period Insured: From the date of commencement of the Works until the date of issue of
the Performance Certificate, including periods of testing and
commissioning and the Defects Notification Period.

Coverage: Indemnification for all the sums that the insured is legally liable to pay as
damages or compensation to third parties for any loss or damage to
property or the use thereof or death or bodily injury to third parties, and
which result or are presumed to result or arise out of or in connection with
the Services.

Indemnity in respect of legal liabilities resulting from death of and/or

bodily injury (including disease) to third parties and/or loss of or damage
to third party property arising out of or in connection with goods
processed, sold and supplied by or through the insured and/or in
 connection with the Insureds business, operation, Premises , completed
operations & products.

Insureds: (a) The Employer;

(b) the Contractor and all Subcontractors of any tier;
(c) any lenders or parties providing finance to the Employer;
(d) vendors, manufacturers, suppliers, professional consultants,
engineering consultants, architects and any other party engaged
by any of the other insured parties for their on-Site activities
(excluding design work performed on Site) only; and
(e) project management consultants and/or engineering contractors
and/or construction contractors and/or licensors and any other
company, firm, person or party (including but not limited to
contractors and subcontractors of any tier) with whom the
insured(s) above, or in this paragraph have, or in the past had,
entered into written agreement(s) in connection with the Project,
each for their respective rights and interests.

Limit of Liability: Minimum SAR 100,000,000 for any one occurrence (unlimited) for Public
liability, sudden and accidental pollution liability & products liability. (As
per Transport General Authority the minimum limit required)

Deductibles: Not more than (SAR 1,000,000) in respect of third-party property damage
only. Nil in respect of third-party bodily injury.

Principal Exclusions: To include but not limited to:

(a) ownership, position or use of aircraft, waterborne craft and/or
motor vehicle under circumstances where road traffic legislation
or equivalent applies;
(b) auto liability;
(c) gradual pollution and contamination;
(d) fines, liquidated damages and penalties;
(e) damages of a punitive or exemplary nature;
(f) pure financial loss;
(g) workmen’s compensation or employer’s liability;
(h) Mould and fungi;
(i) professional liability;
(j) war, terrorism and political violence;
(k) nuclear perils;
(l) asbestos; and
Other standard market exclusions for this class of insurance.

Main Extensions: (a) Cross liability clause substantially as follows: `For the purpose of
this policy, any parties named as the insured shall be deemed to be
separate entities as if a separate policy had been issued to each of
them. In the event of claims being made by reason of personal/bodily
injury by any employee of one of the insured for which another
insured is or may be liable or damage to property belonging to any
insured for which another insured is or may be liable then this policy
shall cover the insured against whom the claim is made. For the
avoidance of doubt the total liability of insurers shall not exceed the
limit of indemnity’;
(b) liability assumed under contract or agreement;
 (c) indemnity for loss or damage arising out of sudden and accidental
pollution;
(d) (d) Principals interest clause
It is hereby agreed that the insurer will notify the Principal at least 90 days
prior to any material alteration in the coverage afforded under the policy,
including but not limited to a change in the limit of indemnity, non-
renewal and/or cancellation, except for cancellation due to non-payment
of the policy premium, to the Employer’s contact name

(e) (e )waiver of subrogation waiver in favour of the Employer and any

parties providing finance to the Employer and/or any other parties as
may be agreed upon by the Parties; and
(f) a multiple insured clause
(g) Non invalidation clause
(h) Primary insurance clause

Territorial Limits: Kingdom of Saudi Arabia but extended worldwide for non-manual
business trips in connection with the Contract

Jurisdiction: This Policy and any dispute or controversy arising out of or in connection
with it shall be governed by Saudi Laws and Regulations and is subject to
the jurisdiction of Saudi Arabian Committees for Resolution of Insurance
Disputes and Violations.

5- WORKMEN’S COMPENSATION INSURANCE

Coverage: Workmen’s Compensation coverage against liabilities under all

Applicable Laws including the Labour Law of the Kingdom of Saudi
Arabia and subsequent amendments in respect of insured’s
employees.

Insureds: Contractor and all applicable Subcontractors.

Period Insured: From Commencement Date until the date of issue of the Performance
Certificate, including the Defects Notification Period.

6- EMPLOYER’S LIABILITY INSURANCE

Coverage: Indemnification for all the sums that the Insured is legally liable to
pay in respect of Insured’s employees

Insureds: Contractor and its Subcontractors.

Period Insured: From Commencement Date until the date of issue of the Performance
Certificate, including the Defects Notification Period.

Insured Value: No less than SAR [3,750,000] per occurrence or the limit required by
Applicable Laws, if higher.

Main Extension: To include:

 (a) A waiver of subrogation in favour of the Employer, its
parent, subsidiaries, associated and affiliated companies and
their directors, officers, employees and agents and/or any
other parties as may be agreed upon by the Parties; and
(b) An indemnity to principal clause with the Employer,
identified as Principal

7- MOTOR VEHICLE LIABILITY INSURANCE

Coverage: Coverage against liability for damage to property or bodily injury to
third parties arising out of the ownership, the use or maintenance of
motor vehicles owned, leased or hired by the Contractor, in
accordance with Applicable Laws and conditions.

Insureds: Contractor and if applicable its Subcontractors.

Period Insured: From Commencement Date until the date of issue of the Performance
Certificate, including the Defects Notification Period.

Insured Value: The limit required by Applicable Laws

8- MARINE CARGO INSURANCE INCLUDING LAND TRANSIT [IF REQUIRED]

Coverage: If the performance of this Contract requires the import of materials,
equipment, machinery, spares and other items for incorporation in the
project, the Contractor or its subcontractors shall carry Marine Cargo
insurance covering such items against all risks of physical loss or
damage whilst in transit by land, sea or air from country of origin
anywhere in the world (subject to geographical limits contained
herein) to the project site from the time that the insured item leaves
the warehouse or factory for shipment to the site, or vice versa,
including Land Transit

Insureds: The Contractor

Co- Insureds: The Employer, Lenders (if applicable) and Subcontractors for their
respective rights and interests.

Period Insured: At all times during the Term.

Voyage: Anywhere in the world to the Kingdom of Saudi Arabia and vice
versa.

Transit Method: Per land, water and/or or air conveyances

Insured Value/Limit: The value of cost, insurance and freight plus an additional 10%.
 Deductible: As per the requirement

Main conditions: Institute of London Underwriters clauses (or their equivalent)

including:
(a) 50/50 marine/non-marine clause;
(b) extra expenses;
(c) transit clause;
(d) concealed damage clause (90 days);
(e) waiver of underinsurance;
(f) Institute Cargo clauses (A);
(g) Institute Cargo clauses (Air);
(h) Institute Strike clauses (Cargo);
(i) Institute Strike clauses (Air);
(j) Institute War clauses (Cargo)
(k) Institute War clauses (Air);
(l) Institute Replacement clause;
(m) Institute Radioactive Contamination Exclusion clause;
(n) return shipments clause;
(o) general average clause; and
(p) classification warranty.

9- PROFESSIONAL INDEMNITY INSURANCE

Coverage: Coverage in respect of any negligent act or omission or default by the

Contractor and all Subcontractors and other parties insured under the
policy in the performance of professional services for the duration of
the Services and for a period of 10 years or as agreed from
completion of the Term.

The cover shall include an indemnity to principal clause with the

Employer, its subsidiaries, affiliates, directors, officers, employees
and agents identified as principal.

Professional services may include – but are not limited to - the

performance by the insured of any; design or specification;
inspection; feasibility study; technical information calculation;
survey; project co-ordination; project management; construction
management.

Insureds: Contractor and all Subcontractors of any tier, consultants and

subcontractors and each of their directors, officers, representatives,
agents and employees of the above as additional insureds.

Period Insured: At all times during the Term and a further 10-year period thereafter.

Limit of Indemnity: Minimum SAR 37,750,000 for any one occurrence and in the
aggregate.

Limitations: The Contractor shall use its best endeavours to ensure that the
professional indemnity insurance shall not include any exclusion,
exception or limitation as regards to:

(a) coverage for property damage, bodily injury and financial

loss; and
 (b) costs of any mitigation borne by and/or accrued to the
Contractor and/or the Employer.

10- CYBER LIABILITY/SECURITY AND PRIVACY INSURANCE [IF REQUIRED]

If the performance of this Contract requires the Service Provider to provide cyber services
/involvement, data storage or handling and control of sensitive data, then the Service Provider
shall procure Cyber Liability insurance as detailed hereunder. The client and service provider
may agree mutually to increase the limit of indemnity depending upon the scope and nature of
data being hosted, managed, or controlled by the service provider

Coverage: Coverage for legal liability arising out of data breaches, business
interruption, ransomware and other types of cyberattacks occurring
during the performance of the Services and for a period of 1 year from
completion of the Term.

Insureds: The Service Provider.

Period Insured: At all times during the Term and a further 1-year period thereafter.

Limit of Indemnity: SAR 20,000,000 for any one occurrence and in the aggregate.

Main Extensions Including but not limited to:

a) Business Income Loss;
b) Privacy Breach Costs;
c) Security & Privacy Liability;
d) Regulatory Fines and Penalties;
e) Replacement and Betterment Cost of Digital Assets;
f) Cyber Extortion/Ransomware;
g) Cyber Fraud
h) General Data Protection Regulation proceeding defence costs
and civil fines and penalties
i) Reputational Damage;
j) Internet Media Liability &
k) Other standard market extensions for this class of insurance.

Exclusions No more than standard market exclusions for this class of insurance

11-SABOTAGE AND TERRORISM

Coverage: To indemnify the Insured for Property Damages (including

Machinery Breakdown and Rolling Stocks) and Third party liability
as a result of / Loss or damage to Named Insured’s property caused
by:

1) Act of Terrorism

2) Sabotage
 Occurring during the Period of insurance related to Operation &
Maintenance contract.
Insureds: Contractor and all Subcontractors of any tier, and/or King Abdullah
Financial District Development & Management Co. and / or Public
Investment Fund (PIF) as Principal and /or consultants and
subcontractors and each of their directors, officers, representatives,
agents and employees of the above as additional insureds.

Period Insured: At all times during the Term.

Limit of Indemnity: Property / Material Damage – Total property value.

Third party Liability - Minimum SAR [ TBA ] for any one occurrence
and in the aggregate.

Main conditions As per standard wording

12- MONEY POLICY (If the performance of the contract required only)
Coverage: Money in Transit & Money in Safe Insurance as per KSA standard
money policy wording.

CASH IN SAFE

Loss or theft or other damage to Money, as defined below, from any

cause not otherwise excluded while

In and Out of Safe during business hours

In Safe out of business hours

CASH IN TRANSIT

Loss of Money, as defined below, while in the course of transit

Between Premises

Between Bank and Premises

Between Customers/ Clients and Bank or Premise

Insureds: Contractor and/or King Abdullah Financial District Development &

Management Co. and / or Public Investment Fund (PIF) as Principal.

Period Insured: At all times during the Term.

Main conditions
- Any other loss of money would include loss of money whilst
in the custody of authorized employees (cash collected but
not deposited with the company/bank) and Cash Advance
paid to employees whilst on business trips.
- Auditors Fee clause-
- Including risk of Terrorism, Holdup, Strikes, Riots & Civil
Commotion,
 - Claim preparation clause
- Errors & Omission Clause
- etc

SUCH OTHER INSURANCES AS ARE REQUIRED BY LAW IN A FORM SUITABLE

AND WITH SUFFICIENT LIMITS TO SATISFY THE RELEVANT LEGAL
REQUIREMENTS.

PART 2 - General Insurance Provisions

1 Contractor’s Insurances

1.1.1 The Contractor shall, at the times specified in Schedule 5 (Insurances) take out and
maintain in force the insurances specified in Schedule 5, Part 1 (Contractor’s
Insurances) referred to as the “Contractor’s Insurances”). The Contractor shall be
responsible for the premiums payable in respect of the Contractor’s Insurances.

1.1.2 The Contractor shall be responsible for any excess, deductible or co-insurance
contribution payable in respect of any of the Contractor’s Insurances.

1.1.3 The Contractor shall defend, indemnify and hold the Employer harmless from and
against any claims in any way related to the failure on the part of the Contractor to
maintain the Contractor’s Insurances.

1.1.4 No rights of the Contractor under the Contractor’s Insurances or to the proceeds
thereof shall be assigned or charged unless the Employer in its absolute discretion
agrees in writing to such assignment or charging.

1.1.5 The Contractor (using reasonable endeavours) shall not, in respect of the Contractor’s
Insurances:

(a) take any action or fail to take any reasonable action (including failure to
disclose any fact);

(b) permit anything to occur in relation to it; or

(c) allow others to take or fail to take any action (including failure to disclose any
fact),

which would:

(i) entitle any insurer to avoid any insurance policy or any liability under
it, refuse to pay or delay payment of any claim under any insurance
policy;

(ii) entitle any insurer to rely upon any termination or cancellation of the
risk or policy by reason of a breach of warranty or by reason of any
 change of circumstances affecting the risk or the insured subject
matter;

(iii) entitle any insurer to deny or reduce any claim by reason of the breach
or the non-fulfilment of any policy term or condition;

(iv) entitle any insurer to rely upon a policy exclusion; or

(v) render any sum paid out under any such insurance policy repayable in
whole or in part.

1.1.6 The Contractor shall ensure that all Contractor’s Insurances are placed with an insurer
duly licensed and authorised to operate and provide insurance in the Kingdom of
Saudi Arabia who has been approved, in advance, by the Employer (with such
approval not to be unreasonably withheld).

1.2 Endorsements

1.2.1 The Contractor in relation to the insurances required in accordance with Schedule 5,
Part 1 (Contractor’s Insurances) shall cause its insurers to provide the following
endorsement items (or equivalent endorsements providing substantially the same
protection) in its comprehensive or commercial general liability insurance policies
and, if applicable, umbrella or excess liability policies relating to the Works:

(a) the insurance shall be primary with respect to the interest of the Employer,
the Contractor, Subcontractor and their directors, officers, employees and
agents;

(b) notwithstanding any provision of the policies, the policies may not lapse or
be cancelled by the insurer, nor shall the insurer fail to renew a policy, without
giving thirty (30) Days or, in the case of cancellation for non-payment of
premium, without ten (10) Days prior written notice to the Employer and the
Contractor.

(c) that the policy shall not be assigned or charged and no rights of the Contractor
under the policy or to the proceeds thereof shall be assigned or charged unless
the Employer in its absolute discretion agrees in writing to such assignment
or charging;

(d) that no reduction in limits, including for the avoidance of doubt limits
contained within the drafting of the policy (inner or sub-limits) or coverage,
increases in deductibles, exclusions or exceptions shall be made to the
contract of insurance without the Employer’s prior written consent;

(e) that the contract of insurance and any endorsements, extensions, attachments
or memoranda thereto may only be amended following the written consent of
the Contractor, the Insurers and the Employer acting reasonably and any such
amendment shall be clearly endorsed on the policy;

(f)that all notices or other communications under or in connection with the contract
of insurance shall be given in writing or by fax (or email);
 (g) that any notice/communication given under or in connection with the contract
of insurance shall be deemed to be given as follows:

(h) if in writing, when delivered; and

(i) if by fax, when transmitted but only if, immediately after the transmission, the
sender’s fax machine records the correct answerback; and

(j) that the address and fax number of the Employer for all notices/communications
under or in connection with the policy are those notified from time to time by
the Employer to the Broker at the relevant time.

1.2.2 The Contractor in relation to the insurances required in accordance with Schedule 5,
Part 1 (Contractor’s Insurances) shall cause its insurers to waive all rights of
subrogation against the Employer and against the employees and contractors of the
Employer in respect of a claim arising under its insurance policies.

1.3 Insurance Documentation

1.3.1 Within 14 Days after the Effective Date, the Contractor shall provide to the Employer
certificates of insurance for all the policies of the Contractor’s Insurances, evidencing
compliance of the policies with the requirements of this Contract.

1.3.2 The Insurances shall be issued in English and translated as required by Applicable
Laws.

1.3.3 At least fourteen (14) Days prior to the date set for each renewal of the policy of each
of the Contractor’s Insurances, the Contractor shall cause its insurers or agents to
provide the Employer complete copies of the policies evidencing the terms that are
required to have been procured by the Contractor pursuant to this Schedule 5
(Insurances). The Contractor shall also provide the Employer with copies of receipts
or statements from its insurers evidencing payment of the annual premiums in respect
of the insurance coverage and endorsements and that such premiums are not overdue.
Failure by the Contractor to obtain the insurance coverage or certificates of insurance
required by this Schedule 5 (Insurances) shall not relieve it of the insurance
requirements set forth and/or in any way relieve or limit its obligations and liabilities
under any other provision of the Contract. If the Contractor shall fail to procure or
maintain any insurance required pursuant to this Schedule 5 (Insurances), then the
Employer shall have the right to procure such insurance at the Contractor’s expense,
provided the Employer shall have given thirty (30) Days prior written notice to the
Contractor of its intention to exercise such right unless such intention arises from the
Contractor’s non-payment of premiums for existing insurance in which case the
Employer shall have given at least five (5) Days prior written notice of such intention
and the Contractor shall reimburse the Employer for such premiums within ten (10)
Days of being notified to do so. For the avoidance of doubt, the provisions of this
paragraph 1.3.3 shall apply to the Professional Indemnity Insurance that the
Contractor shall provide, during the period of the duration of the Component Project
and ten (10) years from the completion thereof, set out in Schedule 5 (Insurances).

1.3.4 The provision of certificates of insurance evidencing the provision of Contractor’s

Insurances as required by Schedule 5 (Insurance) (in terms complying with the
 requirements of this Contract) and the maintenance of Contractor’s Insurances shall
be conditions precedent to the Contractor’s entitlement to be paid and/or continue to
be paid under this Contract (including, for the avoidance of doubt, a condition
precedent to the Contractor’s entitlement to be paid the Advance Payment pursuant
to Schedule 4 (Contract Price and Payment Terms). Nonetheless, the Employer shall
not be taken to have waived the Employer’s entitlement to insist upon the provision
of certificates of insurance evidencing the provision of Contractor’s Insurances as
required by Schedule 5 (Insurance) (in terms complying with the requirements of this
Contract) and the maintenance of Contractor’s Insurance as conditions precedent to
payment if, notwithstanding the importance and materiality of such entitlement, the
Employer nevertheless allows the Contractor to commence performance of its
obligations under this Contract or temporarily elects to make and/or continue making
payments to the Contractor pending the provision of certificates of insurance
evidencing the provision of Contractor’s Insurances as required by Schedule 5
(Insurance) (in terms of complying with the requirements of this Contract) and the
maintenance of Contract’s Insurances.

1.4 Application of Proceeds

1.4.1 The Employer shall determine in its absolute discretion whether any and all insurance
proceeds received by it in connection with the damage to or loss of the Works
(“Reinstatement Proceeds”) shall be applied towards the repair, reconstruction or
replacement of the Works.

(a) If the Employer determines pursuant to paragraph 1.4.1 that Reinstatement

Proceeds shall not be applied towards the repair, reconstruction or replacement of
the Works then the Employer shall either instruct a Variation under Clause 20
(Variations and Adjustments), or terminate the Contract for convenience pursuant
to Clause 23.6 (Termination for Employer’s Convenience) the termination shall
take effect twenty-eight (28) Days after the date of Employer’s written
determination.

(b) If the Employer determines pursuant to paragraph 1.4.1 that the Reinstatement
Proceeds shall be applied towards the repair, reinstatement or replacement of the
Works, the Contractor shall deliver as soon as practicable and in any event within
fourteen (14) Days after the Employer’s determination pursuant to paragraph
1.4.1, a plan prepared by the Contractor for the carrying out of the works
necessary (“Reinstatement Works”) to repair, reinstate or replace
(“Reinstatement Plan”) those elements of the Works which are lost or damaged.

(c) The Reinstatement Plan shall set out:

(A) if not the Contractor, the identity of the persons proposed to effect the
Reinstatement Works, which shall be subject to the prior written
approval of the Employer; and

(B) the proposed terms and timetable upon which the Reinstatement
Works are to be effected (including the date upon which the
Reinstatement Works will be complete), the final terms of which shall
be subject to the prior written approval of the Employer. If within
such fourteen (14) Day period the Employer notifies the Contractor
 that it does not approve the matters referred to in paragraph 1.4.4(a)
and/or paragraph 1.4.4(b) then the Contractor shall amend the
Reinstatement Plan and re-submit it to the Employer for approval and
the provisions of this paragraph shall thereafter apply (mutatis
mutandis) to such re-submission.

(d) Provided that the Employer is satisfied that the Reinstatement Plan will enable the
Contractor to comply with paragraph 1.4.7 within a reasonable timescale:

(A) the Reinstatement Plan will be adopted;

(B) the Contractor shall enter into contractual arrangements to effect the
Reinstatement Works with the person identified in the Reinstatement
Plan approved by the Employer; and

(C) the Employer shall release sums from the Reinstatement Proceeds as
will enable the Contractor to make payments in accordance with the
terms of the contractual arrangements referred to in paragraph
1.4.4(b) and to meet any other reasonable costs and expenses of the
Contractor for the sole purposes of funding the Reinstatement Works.

(e) The Employer shall use reasonable endeavours to assist the Contractor in the
carrying out of the Reinstatement Plan.

(f) Where insurance proceeds are to be used to repair, reinstate or replace any elements
of the Component Project, the Contractor shall carry out the Reinstatement Works
in strict accordance with the Contract so that on completion of the Reinstatement
Works, the provisions of the Contract are complied with.

1.5 Disclosure Requirements

1.5.1 The Parties shall provide each other with all assistance and disclose all information,
including information regarding the design, engineering and manufacturing of
equipment and Materials to be incorporated in the Works, required for efficiently
procuring the insurances required by this Schedule 5 (Insurances). Unless the
Contractor makes written request for information relevant to the insurance placement
at least fourteen (14) Days prior to the insurance inception date or prior to any
insurance renewal date (if applicable), the Employer will be deemed to have complied
in full with this paragraph 1.5.1.

1.5.2 The Contractor shall ensure that full disclosure is made (whether through brokers or
directly) to those insurers or reinsurers (the “Insurers”) proposed or actually
providing the Insurances, of:

(a) all information which the Insurers specifically request to be disclosed

including by way of proposed terms;

(b) all information which insurance brokers placing the relevant policy advise
should be disclosed to the Insurers;
 (c) without prejudice to the above, all technical information required to be
provided by the Contractor, or any Subcontractor, under the Contract;

(d) details of any significant problems encountered in relation to the Works; and

(e) all other information which the Contractor acting in accordance with
international insurance market standards and in good faith could reasonably
consider to be material to an insurer’s decision to underwrite the relevant
insurance coverage or to set the terms thereof.

1.5.3 For the purpose of fully complying with its obligations herein, the Contractor shall:

(a) implement appropriate internal reporting procedures to ensure that all

disclosures are made by management and managers of the Contractor; and

(b) procure the same levels of disclosure from its Subcontractors, if required.

1.5.4 The Contractor shall indemnify the Employer for any loss, cost, expense or damage
which the Employer may suffer by reason of, or in connection with the Employer not
being able:

(a) to make full recovery under the Insurances as a result of the Contractor’s
failure to procure the information required by paragraph 1.5.1 or as a result of
the Insurers increasing the policy premium or imposing additional terms;
and/or

(b) to recover under the Insurances as a result of the Contractor’s act, omission,
neglect or default, including any misrepresentation, non-disclosure, want of
due diligence or breach of any declaration, condition or warranty relevant to
the Insurances.

1.6 Alteration to Insurances

No material alteration to the terms of any contract of insurance relating to the Contractor’s
Insurances nor any endorsements, extensions, attachments or memoranda thereto may be made
without the Employer’s prior written approval. Any

such amendment shall be clearly endorsed on the policy. If an insurer makes (or attempts to
make) any such alteration, the Contractor shall promptly give notice thereof to the Employer.

1.7 Claims Assistance

1.7.1 The Contractor shall at its own cost give all assistance to the Employer and the
Insurers and/or their appointed representatives as may be appropriate in connection
with any claims or events that may give rise to claims upon the Insurances.

1.7.2 If requested by the Contractor, the Employer shall provide reasonable assistance to
the Contractor as may be appropriate in connection with insurance claims made by
the Contractor.

1.7.3 The Contractor shall maintain a written register of all incidents or events which might
result or have resulted in a claim under the Insurances. Such register shall include
 both the Contractor’s and the relevant Insurers’ estimates as to the quantum of the
claims or likely claims (or the total loss, if different) and details of any payments
made under the Contractor’s Insurances. The Employer shall be permitted to inspect
such register at any time.

1.7.4 Without prejudice to the Employer’s rights to adduce additional information to

Insurers, the Contractor shall provide all information required by the Insurer
including evidence or proof of loss regarding any claim or potential claim under the
Contractor’s Insurances.

1.7.5 The Contractor shall inform the Employer in writing as soon as practicable after it
becomes aware of the occurrence of any event that may give rise to a claim under the
Insurances and shall ensure that the Employer is kept fully informed of subsequent
action and developments concerning the claim and shall cooperate with the Employer
in the recovery of the claim from Insurers. The Contractor shall not settle with
insurers any claim for an amount in excess of SAR 1,000,000 (indexed) (inclusive of
any deductible or excess of any and every kind) without the prior written consent of
the Employer.

1.8 Subcontractor Cooperation

The Contractor shall ensure that its Subcontractors, at their or the Contractor’s own cost, shall
give the Employer and the Insurers and/ or their appointed representatives all assistance as may
be appropriate in connection with any claims or events that may give rise to claims upon the
Insurances. The Contractor shall ensure that its Subcontractors cooperate with all reasonable
requirements and recommendations from any Insurer underwriting the Insurances, including
claims reporting, safety programmes, insurance programme administration and audit.

1.9 Continuance of Underlying Responsibilities

Any failure to comply or non-compliance with this Schedule 5 (Insurances) shall not limit or
relieve the Parties of any of their respective liabilities and obligations under this Contract. The
taking out of insurances by the Contractor and/or the Employer is without prejudice to the
Contractor’s liability under or in connection with the Contract.

1.10 Risks that Become Uninsurable

1.10.1 If a risk usually covered by the Contractor’s Insurances becomes Uninsurable, the
Parties shall meet to discuss the means by which the risk should be managed or shared
(including the issue of self-insurance by either Party).

1.10.2 “Uninsurable” means, in relation to a risk, either that:

(a) insurance is not available to the Contractor in respect of the Works in the
worldwide insurance market with reputable insurers of good standing in
respect of that risk; or

(b) the insurance premium payable for insuring that risk is at such a level that the
risk is not generally being insured against in the worldwide insurance market
with reputable insurers of good standing by contractors carrying out projects
similar to the Component Project.
1.10.3 Nothing in this Schedule 5 (Insurances) shall oblige the Contractor to take out
insurance in respect of a risk which is Uninsurable, save where the predominant cause
of the risk being Uninsurable is an act or omission of the Contractor or its
Subcontractors.

1.11 Unavailability of Terms and Conditions

1.11.1 If, upon the renewal of any of the Insurances:

(a) any insurance term is not available to the Contractor in the worldwide
insurance market with reputable insurers of good standing; or

(b) the insurance premium payable for incorporating an insurance term is such
that the insurance term is not generally being incorporated in insurance
procured in the worldwide insurance market with reputable insurers of good
standing by contractors carrying out projects similar to the Component
Project,

(other than, in each case, by reason of one or more actions of the Contractor or any
Subcontractor), the following provisions of this paragraph 1.11 (Unavailability of Terms and
Conditions) shall apply.

1.11.2 For the purposes of this paragraph 1.11 (Unavailability of Terms and Conditions) an
insurance term means any term and/or extension required by Schedule 5 (Insurances)
to be included in a contract of insurance.

1.11.3 If it is agreed or determined under Clause 25.3 (Dispute Resolution), or Clause 1.11
(Unavailability of Terms and Conditions) is satisfied, the Employer may waive the
Contractor’s obligations in Schedule 5 (Insurances) in respect of that particular
insurance term and the Contractor shall not be considered in breach of its obligations
regarding the maintenance of insurance pursuant to the Contract as a result of the
failure to maintain insurance incorporating such insurance term for so long as the
relevant circumstances described in paragraph 1.11 (Unavailability of Terms and
Conditions) continues to apply to such insurance term.

To the extent that the Parties agree (acting reasonably), or it is determined pursuant to Clause
25.3 (Dispute Resolution), that an alternative or replacement term and/or condition of insurance
is available to the Contractor in the worldwide insurance market with reputable insurers of
good standing, which if included in the relevant insurance policy would fully or partially
address the Contractor’s inability to maintain or procure the maintenance of insurance with the
relevant insurance term, at a cost which contractors in the Kingdom of Saudi Arabia are (at
such time) generally prepared to pay, the Contractor shall maintain or procure the maintenance
of insurance including such alternative or replacement term and/or condition.

The Contractor shall notify the Employer as soon as is reasonably practicable and in any event
within five (5) Days of becoming aware that paragraph 1.11.1 is likely to apply or (on expiry
of the Insurance then in place) does apply in respect of an insurance term (irrespective of the
reason for the same). The Contractor shall provide the Employer with such information as the
Employer reasonably requests regarding the unavailability of the insurance term and the Parties
and the Employer’s insurance adviser shall meet to discuss the means by which such
unavailability should be managed as soon as is reasonably practicable.
If paragraph 1.11.1(a) and/or paragraph 1.11.1(b) applies in respect of an insurance term
(irrespective of the reasons), the Contractor shall approach the insurance market at least every
four (4) weeks to establish whether paragraph 1.11.1(a) and/or paragraph 1.11.1(b) remains
applicable to the insurance term. As soon as the Contractor is aware that paragraph 1.11.1(a)
and/or paragraph 1.11.1(b) has ceased to apply to the insurance term, the Contractor shall
take out and maintain or procure the taking out and maintenance of insurance (to be incepted
as soon as is reasonably practicable) incorporating such insurance term in accordance with
the Contract
Schedule 6 – Joint Venture Provisions
Schedule 7 – Forms of Notice to Proceed
Schedule 8 – Schedule of Rates or Bill of Quantities
Schedule 9 – Project Controls
Schedule 10 – Contractor’s Documents
Schedule 11 – Contract Programme / Milestones
Schedule 12 – Specifications and Drawings
Schedule 13 – List of Subcontractors and Suppliers
Schedule 14 – Employer’s Health and Safety Regulations/Codes
Schedule 15 – Project Facilitation Board Procedure
Schedule 16 – Scope of Operation Services
Schedule 17 – Service Levels and Service Deduction
Schedule 18 – Responsibility Matrix