SERVICE CONTRACT

BETWEEN
ALCON NIGERIA LIMITED
AND
IDOF ULTIMATE VENTURES

FOR CONSTRUCTION OF BOREHOLES

@ DANGOTE REFINERY
This SERVICE CONTRACT is made the 28th Day of January, 2023

BETWEEN

ALCON NIGERIA LIMITED of Plot 17 Trans Amadi Industrial Layout, Port Harcourt, Rivers State
(Hereinafter referred to as “The COMPANY” which expressions shall where the context so admits
include its Assigns and Successor in title) of the one part.

AND

Mr Joseph Israel trading under the name and style of IDOF ULTIMATE VENTURES of 20, Engr
Joseph Israel Str, New Town Estate, Ogombo, Lekki Phase 2, Lagos (hereinafter called “The
CONTRACTOR” which expression shall where the context so admits include his personal
representatives, heirs, executors and assigns) of other part.

The COMPANY and The CONTRACTOR are hereinafter referred to individually as “a party and
collectively as “Parties”

WHEREAS:
A. The COMPANY is an EPC Contractor (hereinafter referred to as the CLIENT) and is currently
executing the Construction of Boreholes @ Dangote Refinery for the Client.

B. The CONTRACTOR is a Company with the requisite expertise and professional capabilities in
the construction of boreholes (“the Services”) for companies operating in Nigeria.

C. The COMPANY wishes to engage the CONTRACTOR to provide the services for Construction
of Boreholes @ Dangote Refinery and the CONTRACTOR has accepted to perform its
obligations under this SERVICE CONTRACT to the full satisfaction of the COMPANY.

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DURATION
The duration of this Agreement shall be One (1) Year, commencing from 31st day of January,
2023 to 30th day of January, 2024. The parties may agree to renew this contract upon its
expiration and such renewal shall be in writing.

2. SERVICES
The CONTRACTOR shall construct boreholes upon the instruction of the COMPANY and shall
be paid the amount specified in Appendix A per each of the borehole carried out by the
CONTRACTOR.

The CONTRACTOR warrants that it has obtained the necessary expertise required to carry out
the aforementioned services from the relevant Government agencies/bodies as required by law
and confirms that it has the necessary equipment needed to carry out its duties.

3. PAYMENT TERMS
3.1. The amount payable shall be as stated in Appendix A.
3.2. The CONTRACTOR shall submit invoices at the end of each borehole completed after the
client has certified the work carried out.
3.3. The COMPANY shall promptly review and approve any such invoice within Thirty (30) days
from the date of receipt of the invoice and process same for payment.

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 3.4. The COMPANY shall not be responsible for any debt incurred by the CONTRACTOR in the
course of this contract.
3.5. Both Parties agree that the agreed Rates in the Appendix are fixed for the term of the Service
Contract.
3.6. Both Parties agree that the CONTRACTOR shall directly pay all the personnel it utilizes in
carrying out the above mentioned services and the CONTRACTOR shall also provide and
manage other ancillary responsibilities regarding the personnel.

4. TERMS AND CONDITIONS.

4.1. The COMPANY shall have the sole responsibility to initiate the type, grade and skill of
personnel to be hired by the CONTRACTOR and shall also have the discretion to give the
approval or otherwise of the personnel to be retained by the CONTRACTOR.
4.2. Both Parties also agree that the COMPANY shall have the authority to demand for a change
of personnel in the event that it finds the personnel services unsatisfactory.
4.3. The CONTRACTOR shall insure its workers against any injuries sustained in the course of
work and further agrees to provide a safe system of work with effective supervision, ensure
the provision and use of proper materials by his personnel.
4.4. The CONTRACTOR shall replace immediately any of its employees who would be absent
for any reason, in order to ensure continuity of the service.
4.5. In event this aforementioned service cannot be satisfactorily performed by the contractor, the
contractor shall refund all funds including the mobilization fund that had been accrued by the
contractor.

5. RESPONSIBILITIES OF CONTRACTOR
5.1. The CONTRACTOR shall demonstrate its ability to comply with the policy of the
COMPANY by recognizing that site activities can constitute a hazard to the environment and
to the health and safety of personnel and the general public. As such, the use of
environmentally safe, conventional/acceptable methods and resources shall be deployed in
the provision of the Services;
5.2. The CONTRACTOR shall comply with the Plan approved by the COMPANY/CLIENT.
5.3. The CONTRACTOR shall ensure that its licenses and permits from the Local, State and
Federal Government agencies and relevant third party agencies are adequate and valid. The
CONTRACTOR shall give COMPANY notice of the modification, revocation or cancellation
of any permit, license, certificate or approval required for the performance of the Services
under this SERVICE CONTRACT, and shall take all steps to regularize such as appropriate;
5.4. The CONTRACTOR shall be subject to audits and inspections before commencement of the
Services and during the execution phase;
5.5. The CONTRACTOR shall provide medically fit and experienced personnel as required;
5.6. The CONTRACTOR shall provide necessary materials, consumables for use;
5.7. The CONTRACTOR shall provide PPE for its personnel;
5.8. The CONTRACTOR shall ensure that the relevant documentations are duly completed,
signed off and returned to the COMPANY for its records;
5.9. The CONTRACTOR shall indemnify COMPANY against any claims, liability, charges,
costs or expenses that may be incurred as a result of CONTRACTOR’s improper handling of
the Services.
5.10. The CONTRACTOR shall engage competent personnel and present good equipment for
the services to be rendered.
5.11. The CONTRACTOR shall report to the COMPANY’S Project Manager in the course of
carrying out the services at Dangote Refinery.

6. COVID 19 POLICY STATEMENT

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 6.1. For the purpose of this Article, “COVID 19 POLICY” includes the relevant Policy
documents issued by the CLIENT, COMPANY, Health Guidelines/Protocols by the Nigeria
Centre for Disease Control, Department of Petroleum Resources and the various advisories of
the Federal and State Government on the Covid-19 pandemic. CONTRACTOR Policy shall
fully incorporate all the provisions of the COMPANY and CLIENT’s COVID 19 POLICY’s.
CONTRACTOR confirms that it has received a copy, or otherwise taken note, of
COMPANY’s policy documents on the Covid-19 pandemic.
6.2. CONTRACTOR will provide a COVID 19 POLICY Statement to the COMPANY for review
prior to deployment of CONTRACTOR PERSONNEL for the performance of SCOPE. If at
any time, COMPANY reasonably determines that the POLICY is inadequate,
CONTRACTOR will revise the Policy accordingly.
6.3. CONTRACTOR is solely responsible for the implementation of the COVID-19 POLICY and
CONTRACTOR will, and will cause its personnel to, comply with the COVID-19 POLICY,
including subsequent revisions.
6.4. CONTRACTOR warrants and represents to the COMPANY that:
6.4.1. when entering into this SERVICE CONTRACT it has duly assessed and considered
the impacts and the risks connected with the status of COVID-19 pandemic on the
performance of its obligations under the SERVICE CONTRACT including but not
limited to all restriction measures in the locations where any part of the SCOPE OF
WORK has to be performed, valid on the date of conclusion of the SERVICE
CONTRACT, and
6.4.2. It is able to perform its obligations under the SERVICE CONTRACT according to
the time schedule and for the rates, as stated in Appendix A, having fully considered
and taken into due account all impacts of the above.

7. TERMINATION.
Both Parties agree to abide by the terms and conditions of the contract and give One month’s
notice of termination of this Contract.

8. INDEPENDENT CONTRACTOR STATUS.

8.1. The Parties agree that this Service Contract creates an independent Contractor relationship,
not an employment relationship.
8.2. Both Parties agree that the personnel retained by the CONTRACTOR are NOT staff of the
COMPANY.
8.3. The CONTRACTOR acknowledges and agrees that the COMPANY will not provide the
CONTRACTOR or its personnel with any employee benefits.

9. SETTLEMENT OF DISPUTES
Any dispute between the parties relating to or arising out of the validity, interpretation,
performance or termination of this agreement, shall be settled amicably by both parties’
management heads. In the event of non-settlement, such dispute shall be finally settled by a court
of competent jurisdiction.

10. AMENDMENT
Any amendment or modification to this Agreement shall be made in writing and signed by both
parties.

11. SEVERABILITY.
If any clause or term of this agreement should be invalid, unenforceable or illegal, then the
remaining terms and provisions of this Agreement shall be deemed to be severable therefrom and

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 shall continue in full force and effect unless such invalidity, unenforceability or illegality goes to
the root of this Agreement.

12. ENTIRE AGREEMENT

This Agreement between the Parties hereto supersedes all prior negotiations, representations or
agreements relating to the subject matter of this Agreement, either written or oral. No
amendments to this Agreement shall be effective unless evidenced in writing and signed by the
Parties to this Agreement.

APPENDIX A

Borehole Cost of a Borehole

S/No Description Amount

1 Drilling of Boreholes 1,200,000.00

2 Fabrication of Lost Casing 220,000.00

Total 1,420,000

1st Mobilization for Construction of Boreholes which represent cost of two boreholes

N/S Description Amount

Mobilization for Boreholes Engineer for

1 2 2,400,000.00

Mobilization for Fabrication of 2 Lost

2 Casing 440,000.00

Total 2,840,000.00

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IN WITNESS WHEREOF the AUTHORIZED REPRESENTATIVES of the Parties have executed
this SERVICE CONTRACT the day and year first above written:

For and on behalf of ALCON NIGERIA LIMITED:

.……………………………………………
DAVID ABODUNRIN
MANAGING DIRECTOR/CEO

In the presence of:

Name: SAMSON ADEBAYO

Position: SENIOR BUSINESS DEVELOPMENT MANAGER

Address: PLOT 17 Trans Amadi Industrial Layout, Port-Harcourt, Rivers State.

Signature: …………………………………………………………………….

For and on behalf of IDOF ULTIMATE VENTURES

.……………………………………………
MR. JOSEPH ISRAEL
MANAGING DIRECTOR

In the presence of:

Name:

Position:

Address:

Signature: ………………………………………………………………….

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