3. Agreement - IP Services

CALL-OFF CONTRACT
FOR
PROVISION OF PIPELINE INTELLIGENT

PIGGING SERVICES
BETWEEN
TOTAL E&P NIGERIA LIMITED
AND
<<INSERT NAME OF CONTRACTOR>>
REF: CTR061970
ES/NCDMB/TEEPNG-TITT/290124/UPD/PROVISION OF PIPELINE
INTELLIGENT PIGGING SERVICES
TEPNG/ C&P/ Services Contract with General Conditions (Call-Off) 2014 / CTR061970 Page 1 of 36
TOTAL Classification: Restricted Distribution
TOTAL - All rights reserved
TABLE OF CONTENT
CHAPTER 1: GENERAL PROVISIONS.................................................................................................5

1.1 DEFINITIONS .................................................................................................................................5
1.2 OBJECT OF THE CONTRACT ......................................................................................................6
1.3 ORDER OF PRIORITY OF THE CONTRACT DOCUMENTS .......................................................6
1.4 EFFECTIVE DATE AND DURATION OF THE CONTRACT .........................................................7
1.4.1 EFFECTIVE DATE ..................................................................................................................7
1.4.2 COMMENCEMENT DATE .......................................................................................................7
1.4.3 COMPLETION DATE ..............................................................................................................7
1.4.4 INITIAL OPERATIONAL PERIOD ...........................................................................................7
1.4.5 RIGHT TO EXTEND ................................................................................................................7
1.5 WORKSITE .....................................................................................................................................7
1.6 KNOWLEDGE OF THE LOCAL CONDITIONS .............................................................................8
1.7 MOBILIZATION OF THE CONTRACT...........................................................................................8
1.8 PARTIES REPRESENTATIVES ....................................................................................................8
CHAPTER 2: PROVISIONS CONCERNING THE PERFORMANCE OF THE SERVICE .....................9
2.1 PROVISIONS CONCERNING COMPANY FOR THE PERFORMANCE OF THE SERVICE .......9
2.1.1 OBLIGATIONS OF COMPANY IN RELATION WITH THE PERFORMANCE OF THE
SERVICE ................................................................................................................................................9
2.1.2 OTHER PROVISIONS .............................................................................................................9
2.2 OBLIGATIONS OF CONTRACTOR FOR THE PERFORMANCE OF THE SERVICE .................9
2.2.1 WORKING CONDITIONS ........................................................................................................9
2.2.2 CONTRACTOR'S KEY PERSONNEL .....................................................................................9
2.2.3 HEALTH, SAFETY, SOCIAL, SECURITY & ENVIRONMENT ("H3SE") ................................9
2.2.4 TECHNICAL DOCUMENTS ................................................................................................. 10
2.2.5 SUBCONTRACTING ............................................................................................................ 10
2.2.6 ORGANIZATION OF THE SERVICE ................................................................................... 10
2.2.7 TRANSPORTATION AND OFFSHORE SAFETY PERMIT ................................................. 10
2.2.8 FOOD AND ACCOMMODATION ......................................................................................... 11
2.2.9 COMMUNICATION LANGUAGE.......................................................................................... 11
2.2.10 OBSTRUCTIONS – COMMUNITY RELATIONSHIP ........................................................... 11
CHAPTER 3: PROVISIONS CONCERNING THE COMPLETION OF THE SERVICE ...................... 12
3.1 COMPANY’S INSTRUCTIONS ................................................................................................... 12
3.2 ACCEPTANCE OF THE SERVICE / WARRANTY PERIOD / ADDITIONAL SERVICES ......... 12
3.2.1 ACCEPTANCE OF SERVICES ............................................................................................ 12
3.2.2 WARRANTY PERIOD .......................................................................................................... 12
3.2.3 ADDITIONAL SERVICE / MATERIAL .................................................................................. 12
3.3 TIMEFRAME OF THE EXECUTION OF THE CONTRACT ........................................................ 13
3.4 LIQUIDATED DAMAGES ............................................................................................................ 13
CHAPTER 4: FINANCIAL CONDITIONS............................................................................................ 15
4.1 REMUNERATION OF THE CONTRACTOR ............................................................................... 15
4.2 PRICES ........................................................................................................................................ 15
4.3 ACCOUNTING AND PAYMENT CURRENCY ............................................................................ 15
4.4 INVOICING AND PAYMENT ....................................................................................................... 16
4.4.1 INVOICING DOCUMENTATION .......................................................................................... 16
4.4.2 INVOICING SCHEDULE ...................................................................................................... 16
4.5 DOCUMENTATION OF THE COMPLETION OF THE SERVICE .............................................. 16
4.6 TAXES ......................................................................................................................................... 17
4.7 GUARANTEES TO BE PROCURED .......................................................................................... 17
4.7.1 PERFORMANCE BANK GUARANTEE ............................................................................... 17
4.7.2 PARENT COMPANY GUARANTEE..................................................................................... 17
4.7.3 DEMANDS ............................................................................................................................ 18
CHAPTER 5: GENERAL LEGAL PROVISIONS, LIABILITIES AND INSURANCES .............................. 19
5.1 LIABILITIES AND INSURANCES ............................................................................................... 19
TOTAL Classification: Restricted

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Services Contract with General Conditions (Call-Off) 2014 / CTR061970 Page 2 of 36
5.2 WAIVER OF RECOURSE ........................................................................................................... 19
5.3 FORCE MAJEURE ...................................................................................................................... 19
5.4 TERMINATION – SUSPENSION OF THE CONTRACT ............................................................. 19
5.4.1 TERMINATION ATTRIBUTABLE TO CONTRACTOR......................................................... 19
5.4.2 SUSPENSION / TERMINATION AT COMPANY’S OPTION ............................................... 20
5.5 GOVERNING LAW – SETTLEMENT OF DISPUTES ................................................................. 20
5.6 NOTIFICATIONS ......................................................................................................................... 21
ANNEX A.................................................................................................................................................... 29
ANNEX B.................................................................................................................................................... 33
- ANNEX A: FORM OF PERFORMANCE BANK GUARANTEE
- ANNEX B: FORM OF PARENT COMPANY GUARANTEE
- APPENDIX A: SCOPE OF SERVICES
- APPENDIX B: CONTRACTOR’S REMUNERATION
- APPENDIX C: COMPANY’S SAFETY, HEALTH AND ENVIRONMENT SPECIFIC

REQUIREMENTS
- APPENDIX D: COMPANY’S GENERAL CONDITIONS FOR PETROLEUM SERVICES and its

ANNEXES
- APPENDIX E: TECHNICAL DOCUMENTATION – REFER TO EXHIBIT D IN SCOPE OF

SERVICES
- APPENDIX F: QUALITY MANAGEMENT – REFER TO EXHIBIT G IN SCOPE OF SERVICES
- APPENDIX G: LIST OF SUBCONTRACTORS
TOTAL Classification: Restricted

TEPNG/ C&P/ Distribution
Services Contract with General Conditions (Call-Off) 2014 / CTR061970 Page 3 of 36
This AGREEMENT is made by and between:
TOTAL E&P NIGERIA LIMITED (hereinafter referred to as “COMPANY”), a company organised and existing
under the Laws of Nigeria and having its registered office at 8th & 9th Floors, PTDF Towers, Plot 1058
Memorial Close, Opposite Shehu Musa Yar’dua Centre, Central Business District, Abuja, Nigeria, and
represented by Mr. Nicolas Terraz as Managing Director
OF THE FIRST PART,
AND
NAME OF CONTRACTOR (herein referred to as “CONTRACTOR”), a company organised and existing

under the Laws of Nigeria and having its registered office at [COMPLETE ADDRESS], and represented by
............................
<<AND
NAME OF CONTRACTOR1, a company organised and existing under the Laws of Nigeria, registered under
xxxxxxxxxxx and having his registered office at [COMPLETE ADDRESS, Nigeria],
In association with
NAME OF CONTRACTOR2, a company organised and existing under the Laws of [COUNTRY] and having
his registered office at [COMPLETE ADDRESS],
NAME OF CONTRACTOR1 AND NAME OF CONTRACTOR2 (hereinafter together referred to as

“CONTRACTOR”) are acting jointly and severally for the performance of the CONTRACT and
CONTRACTOR has irrevocably nominated NAME OF CONTRACTOR2 as leader on behalf of
CONTRACTOR with the full power to represent CONTRACTOR and to act on his behalf for all matter
relating to the CONTRACT>>
OF THE SECOND PART,
COMPANY and CONTRACTOR being hereafter sometimes referred to individually as “PARTY” and
collectively as “PARTIES”.
PREAMBLE
WHEREAS COMPANY desires to have performed certain services in the Federal Republic of Nigeria
(hereinafter referred to as the “SERVICE”) and all as more particularly described in APPENDIX A hereinafter
; and
WHEREAS CONTRACTOR represents that he possesses the necessary know-how, experience, capability
and availability and has qualified and experienced personnel, sufficient facilities, premises and equipment
and is properly financed to carry out such SERVICE and is willing to do so in accordance with the terms and
conditions set out hereinafter,
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS SET
OUT BELOW, THE PARTIES AGREE AS FOLLOWS:

CHAPTER 1: GENERAL PROVISIONS
1.1 DEFINITIONS
The expressions and derivatives thereof appearing in capital letters in the present AGREEMENT refer
expressly to the definitions given in the attached COMPANY’s GENERAL CONDITIONS except for the terms
defined underneath which shall have the meanings hereby assigned to them unless specified otherwise. It
being understood that such expressions appearing in small letters shall have their common definition as the
context requires. The same principle shall apply to expressions defined elsewhere in the CONTRACT.
“AGREEMENT” means the present PARTICULAR CONDITIONS comprising the Chapter 1 to 5 hereof and
all its APPENDICES.
“CALL-OFF CONTRACT or CONTRACT” means the contract between the PARTIES created by the
execution of the CONTRACT DOCUMENTS.
“CALL-OFF ORDER” means a purchasing document, possibly inclusive of specific terms and conditions,
instructing CONTRACTOR to carry out the SERVICE in compliance with the provisions already set out in the
present CALL-OFF CONTRACT.
“CALL-OFF ORDER COMMENCEMENT DATE” means the date fixed by COMPANY in each CALL-OFF
ORDER, when CONTRACTOR is requested to mobilise CONTRACTOR's PERSONNEL and EQUIPMENT
in accordance with the provisions of each CALL-OFF ORDER.
“CHANGE ORDER” means any written modification of the CONTRACT made in accordance with Article
19.8 of the COMPANY’S GENERAL CONDITIONS.
“COMMENCEMENT DATE” means the date fixed by COMPANY within the period mentioned in sub-Article
1.4.2 of the AGREEMENT, when CONTRACTOR is requested to mobilise, on WORKSITE,
CONTRACTOR's PERSONNEL and EQUIPMENT in accordance with the requirements of the CONTRACT.
Actual COMMENCEMENT DATE means the date when CONTRACTOR has actually mobilised on
WORKSITE, as indicated in the first CALL-OFF ORDER, CONTRACTOR's PERSONNEL and EQUIPMENT.
”COMPLETION DATE” means the scheduled date when the performance of the SERVICE is to be
satisfactorily completed and CONTRACTOR is to demobilise CONTRACTOR's PERSONNEL and
EQUIPMENT. Such date may be modified by COMPANY in accordance with the performance of the
SERVICE.
Actual COMPLETION DATE means the actual date when the performance of the SERVICE has been
satisfactorily completed and CONTRACTOR has actually demobilised CONTRACTOR's PERSONNEL and
EQUIPMENT from WORKSITE
“CONTRACT DOCUMENTS” means the present AGREEMENT and all its APPENDICES including the
COMPANY’S GENERAL CONDITIONS and its Annexes, together with the CALL-OFF ORDER and the
CHANGE ORDERS to the AGREEMENT.
“CONTRACTOR’S REMUNERATION” means the remuneration to be paid by COMPANY to

CONTRACTOR for the due and complete performance of the SERVICE as detailed in APPENDIX B
CONTRACTOR’S REMUNERATION.
“EFFECTIVE DATE” means the date on which the CONTRACT comes into force as being specified in sub-
Article 1.4 (EFFECTIVE DATE and duration of the CONTRACT).
“EQUIPMENT” means any and all equipment and materials complete with spare parts, tools, ancillary
equipment and consumables as detailed in APPENDIX A (SCOPE OF SERVICE), including all related
documentation and certification, provided and deemed sufficient by CONTRACTOR for properly performing
the SERVICE in accordance with the requirements of the CONTRACT.
“OPERATIONAL PERIOD” means the period between the COMMENCEMENT DATE and either the
COMPLETION DATE or the date on which the CONTRACT has been terminated pursuant to the provisions
of Article 5.4 (Termination – Suspension of the CONTRACT), whichever occurs first.

“WORKSITE” means any location stipulated in the CALL-OFF ORDER, where CONTRACTOR shall
perform the SERVICE. When and as relevant in the CONTRACT, WORKSITE shall include other location(s)
where CONTRACTOR shall perform all or part of the SERVICE.
1.2 OBJECT OF THE CONTRACT

The present CONTRACT sets forth the conditions under which CONTRACTOR may, at COMPANY's
request, perform from time to time, on a non exclusive basis, the SERVICE as described in APPENDIX A
(SCOPE OF SERVICE) according to rates and fees set forth in the APPENDIX B (CONTRACTOR’s
REMUNERATION).
COMPANY shall mobilise the CONTRACT by issuing a CALL-OFF ORDER containing the necessary
information allowing CONTRACTOR to carry out the SERVICE. In particular it shall contain all detailed
complementary specifications regarding the Scope of the SERVICE and the time schedule.
The terms and conditions of the present CONTRACT would not necessarily apply in the event COMPANY
requests a specific quotation for the required services from the CONTRACTOR or if COMPANY decides to
issue a call for tenders for the required services.
This CONTRACT does not constitute a commitment on COMPANY's part to assure CONTRACTOR of a
certain turnover. CONTRACTOR shall not have any exclusive rights for the performance of the SERVICE
which are described herein.
1.3 ORDER OF PRIORITY OF THE CONTRACT DOCUMENTS
The CONTRACT is constituted by the following documents:
1. the CALL OFF ORDER, or CHANGE ORDER to such CALL OFF ORDER, issued by COMPANY in
connection to the present AGREEMENT;
2. the present PARTICULAR CONDITIONS
3. the APPENDICES of the present PARTICULAR CONDITIONS in the following order:
- ANNEX A FORM OF PERFORMANCE BANK GUARANTEE
- ANNEX B FORM OF PARENT COMPANY GUARANTEE
- APPENDIX A SCOPE OF SERVICE
- APPENDIX B CONTRACTOR’S REMUNERATION
- APPENDIX C COMPANY’S SAFETY, HEALTH AND ENVIRONMENT SPECIFIC

REQUIREMENTS
- APPENDIX D COMPANY’S GENERAL CONDITIONS FOR PETROLEUM SERVICE and

its ANNEXES
- APPENDIX E: TECHNICAL DOCUMENTATION – REFER TO EXHIBIT D IN SCOPE OF

SERVICES
- APPENDIX F: QUALITY MANAGEMENT – REFER TO EXHIBIT G IN SCOPE OF
SERVICES
- APPENDIX G: LIST OF SUBCONTRACTORS
In case of divergence, or of contradiction between the provisions of one or several CONTRACTS

DOCUMENTS, the primacy order will be per the above list.
The CONTRACT shall prevail in any case over CONTRACTOR's conditions of supply/sale.

Any issues not explicitly covered by the PARTICULAR CONDITIONS will be governed by COMPANY’S
GENERAL CONDITIONS.
If CONTRACTOR notices any anomalies, contradictions or uncertainties in the CONTRACTS DOCUMENTS,
which could have an incidence on the performance of the SERVICE, he will have to notify immediately
COMPANY, who will in turn provide him with all explanations, clarifications, instructions and interpretation
allowing the execution of the SERVICE to the satisfaction of COMPANY.
1.4 EFFECTIVE DATE AND DURATION OF THE CONTRACT
1.4.1 EFFECTIVE DATE
Notwithstanding the date of its signature the CONTRACT shall become binding for the PARTIES on
the.................................which shall be the EFFECTIVE DATE.
It shall continue in force until all the obligations hereunder of both PARTIES have been fulfilled.
1.4.2 COMMENCEMENT DATE
COMMENCEMENT DATE of the AGREEMENT, inclusive of its APPENDICES, shall not be earlier
than............................ and not later than.............................
The date stipulated by COMPANY in the first CALL-OFF ORDER as the date when the mobilisation is to be
done, shall be the Actual COMMENCEMENT DATE.
The first CALL-OFF ORDER shall be notified by COMPANY to CONTRACTOR ........ (....) days in advance of
the COMMENCEMENT DATE which shall be within the above period.
The CALL-OFF ORDER COMMENCEMENT DATE shall be stipulated in each CALL-OFF ORDER.
1.4.3 COMPLETION DATE
The SERVICE shall be completed on the date indicated in each CALL-ORDER.
1.4.4 INITIAL OPERATIONAL PERIOD
Commencing from the EFFECTIVE DATE, the OPERATIONAL PERIOD of the CONTRACT shall be for a
period of two (2) years, said period being the “Initial” OPERATIONAL PERIOD.
1.4.5 RIGHT TO EXTEND
COMPANY shall be entitled to extend the initial OPERATIONAL PERIOD for the duration of up to one (1)
year, pursuant to the terms and conditions of the CONTRACT.
The right to extend shall be subject to a written notice given by COMPANY to CONTRACTOR not less than
fifteen (15) days before COMPLETION DATE.
However, CONTRACTOR accepts that the initial OPERATIONAL PERIOD or any extension granted shall
always be extended to complete any CALL-OFF ORDER in progress at the end of the corresponding period.
The right of the COMPANY to extend the Initial OPERATIONAL PERIOD shall be subject to the written
mutual agreement of the PARTIES if the extension of the Initial OPERATIONAL PERIOD is longer than an
aggregate duration of twelve (12) months.
1.5 WORKSITE
In accordance with the terms and conditions of this CONTRACT, the SERVICE shall be carried out in
COMPANY’s location(s) stipulated in each CALL-OFF ORDER.

1.6 KNOWLEDGE OF THE LOCAL CONDITIONS
CONTRACTOR shall make himself fully aware of all local and international rules and constraints applicable
to the performance of the SERVICE, his expertise shall be deemed to imply full knowledge of same and it
shall be his responsibility to provide for them.
CONTRACTOR shall comply, with all Nigerian content requirements and all directives issued by the Federal
Government/Nigerian Content Development and Monitoring Board (NCDMB) on Nigerian content.
CONTRACTOR shall endeavour to use, as far as it is compatible with the performance of the SERVICE and
provided that prices, including transportation and taxes, qualities and delivery dates remain comparable,
such labour, materials, equipment and services that are available in Nigeria.
CONTRACTOR shall, prior to commencing performance of each requested SERVICE, ensure that he has
fully and properly taken into account any particular constraints or conditions relating to the required place
where the SERVICE has to be performed as well as local conditions including but not limited to nature of the
terrain, meteorology, environment, rules and regulations, availability of labour, equipment, parts and
generally all conditions which affect or may affect CONTRACTOR’s performance of the SERVICE.
No claim shall be considered by COMPANY nor shall COMPANY be liable for any failure by CONTRACTOR
to comply with the foregoing provision. CONTRACTOR shall not be entitled to benefit from any delays or lack
of information by COMPANY
1.7 MOBILIZATION OF THE CONTRACT

CONTRACTOR shall mobilise his EQUIPMENT and PERSONNEL on WORKSITE by the
COMMENCEMENT DATE stipulated in the CALL-OFF ORDER and under the terms and conditions set out
in sub-Article 1.4.2 of this AGREEMENT and in the Scope of the SERVICE described in APPENDIX A.
CONTRACTOR represents and warrants that his PERSONNEL and EQUIPMENT shall be mobilised free
from any other contractual obligations and/or liens, charges or encumbrances of whatever kind, for the whole
duration of the OPERATIONAL PERIOD.
1.8 PARTIES REPRESENTATIVES
COMPANY designates <<………………………………………>>
The contact details of COMPANY REPRESENTATIVE are as follows:
<< CONTACT DETAILS>>
CONTRACTOR designates <<………………………………………>>
The contact details of CONTRACTOR REPRESENTATIVE are as follows:
<< CONTACT DETAILS>>

CHAPTER 2: PROVISIONS CONCERNING THE PERFORMANCE OF THE SERVICE
2.1 PROVISIONS CONCERNING COMPANY FOR THE PERFORMANCE OF THE SERVICE
2.1.1 OBLIGATIONS OF COMPANY IN RELATION WITH THE PERFORMANCE OF THE SERVICE
COMPANY hereby undertakes:

- to ensure CONTRACTOR free access to the WORKSITE in order to perform the SERVICE.
- to provide CONTRACTOR, in due time, with all instructions reasonably necessary for the performance
of the SERVICE,
- to supervise all operations requiring any special equipment or devices supplied by COMPANY.
2.1.2 OTHER PROVISIONS
COMPANY reserves the right to use any other company of its choice on the WORKSITE or any other
premises or installations, should the safety or the technical constraints of production impose it. In such case,
COMPANY may terminate the CONTRACT in compliance with the provisions of sub-Article 5.4 of this
AGREEMENT.
2.2 OBLIGATIONS OF CONTRACTOR FOR THE PERFORMANCE OF THE SERVICE
2.2.1 WORKING CONDITIONS
CONTRACTOR shall bear the full responsibility of the performance of the SERVICE.
CONTRACTOR provides the supply, the mobilization, the management and the control of his PERSONNEL,
EQUIPMENT and materials.
CONTRACTOR must comply with the rules, legislations or conventions governing his activity and, in
particular, to the regulations in force relating to the respect of the environment, the protection of the people
and the safeguard of the property.
CONTRACTOR must comply with the anti corruption undertakings in accordance with the provision of sub-
Article 17.3 of the APPENDIX D: COMPANY'S GENERAL CONDITIONS.
CONTRACTOR undertakes that he has or will obtain, at his own costs any necessary permits, licenses or
other governmental authorisation required in order to have the SERVICE duly carried out in accordance with
the terms and conditions of the CONTRACT.
2.2.2 CONTRACTOR'S KEY PERSONNEL
CONTRACTOR's Key PERSONNEL shall be permanent senior staff of CONTRACTOR and shall be fully
qualified and experienced in the field and position which they occupy. CONTRACTOR shall submit for
COMPANY’s information, the names and resumes of his Key PERSONNEL and shall not change any of
them except in cases of serious illness or injury, or definitive resignation of such Key PERSONNEL. In such
cases, CONTRACTOR shall submit for COMPANY’s information, the names and resumes of his proposed
substitute Key PERSONNEL.
If CONTRACTOR fails to comply with the provisions of the present sub-Article, COMPANY may terminate
the CONTRACT in compliance with the provisions of Article 5.4 of this AGREEMENT.
2.2.3 HEALTH, SAFETY, SOCIAL, SECURITY & ENVIRONMENT ("H3SE")
CONTRACTOR must comply with the provisions of the CONTRACT and in particular with Article 7 and
ANNEX 2 of COMPANY’S GENERAL CONDITIONS.

2.2.4 TECHNICAL DOCUMENTS
CONTRACTOR shall be responsible for handing-over to COMPANY, all and any documents, plans,
specifications, necessary for the completion of the SERVICE.
The deadline for handing-over of the documents will be in conformity with the provisions stated in the
CONTRACT.
2.2.5 SUBCONTRACTING
CONTRACTOR must comply with Article 16 of the COMPANY’S GENERAL CONDITIONS
Should CONTRACTOR encompasses to subcontract any part of the SERVICE, the following prior conditions
must be fulfilled:
 CONTRACTOR must provide COMPANY with (i) any useful written information and references on the
SUBCONTRACTOR and (ii) a complete description of the part of SERVICE that CONTRACTOR
wishes the SUBCONTRACTOR to perform.
 CONTRACTOR must provide COMPANY with the names and resumes of all SUBCONTRACTORS’S
PERSONNEL who shall perform part of the SERVICE.
 CONTRACTOR must obtain the prior written consent of COMPANY.
 CONTRACTOR must obtain from his SUBCONTRACTOR a signed “Deed of Mutual Indemnity and
Waiver of Recourse” attached as Annex 1/B of the COMPANY’S GENERAL CONDITIONS and
provide this document to COMPANY.
CONTRACTOR remains fully responsible for the SUBCONTRACTOR assigned to perform part of the
SERVICE and ensures the quality and proper completion of the sub-contracted SERVICE. The obligations of
the SUBCONTRACTOR shall be in conformity with the obligations of CONTRACTOR stipulated in the
CONTRACT.
If CONTRACTOR does not strictly comply with the terms of the present Article or in case of any
SUBCONTRACTORS not performing the SERVICE in accordance with COMPANY’s request pursuant to
provisions of Article 17.3 of the COMPANY’S GENERAL CONDITIONS, CONTRACTOR shall immediately
remove any such SUBCONTRACTORS and, without undue delay and at no extra cost to COMPANY, shall
replace same with a competent substitute approved by COMPANY which complies with the anti-corruption
obligations.
2.2.6 ORGANIZATION OF THE SERVICE
CONTRACTOR’s PERSONNEL shall perform the SERVICE in accordance with COMPANY's organizational
rules at the WORKSITE and shall, within their field of specialization, cooperate with COMPANY's
PERSONNEL and COMPANY's other contractors so as to secure optimal working efficiency.
2.2.7 TRANSPORTATION AND OFFSHORE SAFETY PERMIT
For WORKSITE Located Onshore
Without prejudice to the provisions of APPENDIX B, CONTRACTOR shall make all the necessary
arrangements and shall bear all the costs and expenses for the transportation of his EQUIPMENT and his
PERSONNEL between their point of origin and the WORKSITE located Onshore.
For WORKSITE Located Offshore
a) Without prejudice to the provisions of APPENDIX B, CONTRACTOR shall make all the necessary
arrangements and shall bear all the costs and expenses for the transportation of his EQUIPMENT and
PERSONNEL between its point of origin and COMPANY’s base at ONNE or Nigerian Airforce Base (NAF
Base) in Port Harcourt.

COMPANY shall be responsible for the transportation of CONTRACTOR PERSONNEL and EQUIPMENT
between COMPANY’s base at ONNE or Nigerian Airforce Base (NAF Base) in Port Harcourt and the
WORKSITE located Offshore.
When provided by COMPANY, means and type of transport shall be at the discretion of COMPANY.
COMPANY shall not be liable at all with respect to its involvement in the transportation of CONTRACTOR's
PERSONNEL and any part of the EQUIPMENT, the role of COMPANY being limited to the procurement of
the relevant transport/handling services from recognised carriers.
CONTRACTOR shall be responsible to obtain Offshore Safety Permit (OSP) as required by local regulations
for each of his PERSONNEL who require to travel to Offshore WORKSITE for performance of SERVICES.
2.2.8 FOOD AND ACCOMMODATION
Onshore WORKSITE
CONTRACTOR shall provide food and accommodation for all his PERSONNEL on the WORKSITE under
the conditions of APPENDIX B.
Offshore WORKSITE
COMPANY shall provide food and accommodation for CONTRACTOR's PERSONNEL on the WORKSITE.
2.2.9 COMMUNICATION LANGUAGE
The language for communication at the WORKSITE shall be the English language.
CONTRACTOR shall ensure that his PERSONNEL being on duty at the WORKSITE are able to effectively
communicate in English language.
2.2.10 OBSTRUCTIONS – COMMUNITY RELATIONSHIP
CONTRACTOR undertakes the responsibility of establishing good relationship with the community in which
the SERVICE is carried out. CONTRACTOR shall ensure that the SERVICE is neither prevented nor
interrupted as a result of community related problems.
COMPANY shall not compensate CONTRACTOR for any stand-by period or extra work resulting from
community related problems.

CHAPTER 3: PROVISIONS CONCERNING THE COMPLETION OF THE SERVICE
3.1 COMPANY’S INSTRUCTIONS
COMPANY shall have the right to instruct CONTRACTOR on the results that COMPANY wishes to obtain
from the performance of the SERVICE and to inspect the performance of the SERVICE at all stages of its
execution in order to ascertain that these results are being achieved and that the SERVICE is being carried
out in accordance with the requirements of the CONTRACT.
This however does not relieve CONTRACTOR from his obligations to control and perform the SERVICE as
an independent CONTRACTOR.
CONTRACTOR's PERSONNEL shall comply with all reasonable general instructions provided by
COMPANY's REPRESENTATIVE in connection with the SERVICE hereunder consistent with
CONTRACTOR's status as an independent contractor and, as far as they are concerned, with any internal
rules of COMPANY.
3.2 ACCEPTANCE OF THE SERVICE / WARRANTY PERIOD / ADDITIONAL SERVICES
3.2.1 ACCEPTANCE OF SERVICES
Acceptance of the SERVICE by COMPANY shall be handled in accordance with the stipulations of sub-
Article 11.2.1 of COMPANY’S GENERAL CONDITIONS and the provisions of APPENDIX A (Scope of
SERVICE).
Notwithstanding sub-Article 3.3 (Timeframe of the execution of the CONTRACT) of this AGREEMENT, in
case COMPANY does not issue a Job Progress Certificate (JPC), considered as PROVISIONAL
ACCEPTANCE CERTIFICATE, after the joint inspection provided for in sub-Article 11.2.1 of the
COMPANY’S GENERAL CONDITIONS, CONTRACTOR shall immediately undertake any action required by
COMPANY REPRESENTATIVE for the duly completion of the SERVICE.
If CONTRACTOR does not immediately undertake any action required by COMPANY REPRESENTATIVE
for the duly completion of the SERVICE, COMPANY shall be entitled:
- to apply the liquidated damages stipulated in Article 3.4; and
- to terminate the CONTRACT as per the provisions of Article 5.4 (Termination – Suspension of the
CONTRACT).
3.2.2 WARRANTY PERIOD
Without prejudice to any other specific period of warranties and guarantees set forth in the CONTRACT,
CONTRACTOR warrants COMPANY against defects in the SERVICE for a WARRANTY PERIOD starting
from COMPLETION DATE and ending twenty four (24) months after the date of issuance of the
PROVISIONAL ACCEPTANCE CERTIFICATE.
If the CONTRACT is terminated before issuance of the PROVISIONAL ACCEPTANCE CERTIFICATE, the
WARRANTY PERIOD shall end twenty four (24) months after the date of the termination of the CONTRACT.
When any rework is made by CONTRACTOR under any warranty obligation after the issuance of the
PROVISIONAL ACCEPTANCE CERTIFICATE, CONTRACTOR shall warrant such rework for a period
ending twenty four (24) months after the effective date of the PROVISIONAL ACCEPTANCE CERTIFICATE.
3.2.3 ADDITIONAL SERVICE / MATERIAL
COMPANY shall have the right to, at any time, issue additional instructions, make changes in the
specifications, issue revised drawings which omit certain part of the SERVICE and/or require additional

SERVICE to be performed and/or material to be supplied by CONTRACTOR, always in relation with the
SERVICE object of the CONTRACT. When such services/material are provided by a Third Party, they shall
be remunerated on the basis of the actual documented cost plus a fee that could be specified in APPENDIX
B and which shall be in any case limited to fifteen percent (15%).
CONTRACTOR shall perform and complete any such change and/or additional SERVICE required by
COMPANY.
No variation or adjustment to the specified SERVICE shall be performed by CONTRACTOR without

COMPANY’s prior written approval as evidenced by the issue of an appropriate CHANGE ORDER duly
signed by COMPANY.
3.3 TIMEFRAME OF THE EXECUTION OF THE CONTRACT

CONTRACTOR acknowledges that time is of the essence of this CONTRACT and that the execution of the
SERVICE in accordance with the terms and conditions of the CONTRACT is an essential condition of the
CONTRACT.
CONTRACTOR hereby guarantees the conformity of the EQUIPMENT with the terms and conditions of the
CONTRACT and the performance of the SERVICE in compliance with the timeframe set up in the CALL OFF
ORDER or if such timeframe is not stipulated in the CALL OFF ORDER, in compliance with the provisions of
APPENDIX A (SCOPE OF SERVICE) of this AGREEMENT.
Without prejudice to any other right(s) that COMPANY may have under the CONTRACT,
a) if CONTRACTOR has not mobilised his PERSONNEL and EQUIPMENT on the latest date
stipulated in sub-Article 1.4.2 (COMMENCEMENT DATE) of the present AGREEMENT, for any
reason except force majeure or on COMPANY’S written instructions, CONTRACTOR shall pay
COMPANY damages for such failure from this latest date until the actual and effective
COMMENCEMENT DATE and/or,
b) if CONTRACTOR has not completed the SERVICE on the COMPLETION DATE specified in sub-
Article 1.4.3 (COMPLETION DATE) of this AGREEMENT, for any reason except force majeure or
on COMPANY’s written instructions, CONTRACTOR shall pay COMPANY damages for such
failure from this latest date until the actual and effective COMMENCEMENT DATE and/or,
c) if EQUIPMENT and/or CONTRACTOR’s PERSONNEL are deemed not to be in conformity by

COMPANY during commissioning (reception tests), CONTRACTOR shall pay COMPANY
damages for such failure until EQUIPMENT and/or CONTRACTOR’s PERSONNEL are declared in
conformity by COMPANY REPRESENTATIVE.
Such payment shall be made by way of liquidated damages such as stipulated in sub-Article 3.4 (Liquidated
damages) of this AGREEMENT, and not by way of penalty.
COMPANY shall be entitled to set-off any liquidated damages from the payment(s) made to CONTRACTOR.
Payment of these liquidated damages shall not relieve CONTRACTOR neither from the due completion of
the SERVICE nor from any other obligations and/or liabilities arising in application of the terms and
conditions of the CONTRACT or in application of the laws of the Federal Republic of Nigeria.
3.4 LIQUIDATED DAMAGES
In case of non respect of notably the provisions of sub-Article 3.3 (Timeframe of the execution of the
CONTRACT) of this AGREEMENT or any other provisions of the CONTRACT where applicable,
CONTRACTOR shall pay to the COMPANY liquidated damages amounting to one half of a percent (0.5%) of
each CALL OFF ORDER value for each day of delay in the effective COMMENCEMENT DATE or due date
of completion of the SERVICE.

The maximum amount of the liquidated damages to be paid by CONTRACTOR to COMPANY is limited to
five percent (5%) of the total amount of each CALL OFF ORDER value.
When the liquidated damages amounts to five percent (5%) or in case of repetitive failure, COMPANY shall
have the right to terminate the CONTRACT in compliance with sub-Article 5.4. (Termination – Suspension of
the CONTRACT) of this AGREEMENT.

CHAPTER 4: FINANCIAL CONDITIONS
4.1 REMUNERATION OF THE CONTRACTOR
The SERVICE will be remunerated by application of the rates, sums and/or prices stipulated in APPENDIX B
(CONTRACTOR’s REMUNERATION) of this AGREEMENT and in each CALL-OFF ORDER. All such rates,
sums and/or prices shall remain fixed and not subject to escalation during the duration of the CONTRACT.
4.2 PRICES
Unless otherwise stated in APPENDIX B (CONTRACTOR’s REMUNERATION), in Chapter 4 of this

AGREEMENT and in each CALL-OFF ORDER, all rates, sums and prices set out in such APPENDIX B
(CONTRACTOR’s REMUNERATION) and in each CALL-OFF ORDER, are firm, neither subject to any
escalation nor any adjustment due to currency fluctuations.
All rates, sums and prices set out in APPENDIX B (CONTRACTOR’s REMUNERATION) and in each CALL-
OFF ORDER shall be deemed to be all-inclusive, for the provision of the SERVICE.
In particular, rates, sums and/or prices will be inclusive of:
 all CONTRACTOR’s cost and charges such as, but not limited to wages, salaries, overtime, bonuses
or premiums, employee benefits, allowances, consumable, vacation, leave, employee insurance and
social security benefits, payroll taxes, all contributions and benefits imposed by any applicable law or
regulation, all CONTRACTOR’s overhead and general expenses together with profit and other
benefits.
 all taxes and assessment imposed upon CONTRACTOR’s profits and capital gain and any taxes,
contributions; other levies or costs in whatever jurisdiction resulting from employment of personnel by
CONTRACTOR’s or any SUBCONTRACTOR ; all other taxes and charges incurred in connection with
or arising out of the performance of the CONTRACT.
 overhead charges, management and supervision costs, profits and liability obligations.
 all cost of insurance covering CONTRACTOR’s own liability and for which it is liable under the
provisions of the CONTRACT.
 unless otherwise provided in the CONTRACT, all costs related to food, accommodation and
transportation of CONTRACTOR’s PERSONNEL.
 all delays caused by CONTRACTOR due to unavailability partially or totally of resources or materials
to remedy the fault.
4.3 ACCOUNTING AND PAYMENT CURRENCY
In addition to the provisions of Article 11 of COMPANY’S GENERAL CONDITIONS, the following provisions
shall apply:
The accounting currency of CONTRACT is the U.S. Dollar (USD). Invoices shall be made for USD and
Nigerian Naira (NGN) parts. Payment shall be made at a currency split of << Thirty percent (30%) in USD
and Seventy percent (70%) in NGN>> converted at the Central Bank of Nigeria buying rate prevailing at the
date of SERVICE PERFORMANCE.
Payments shall be made at the rates and prices as detailed in APPENDIX B hereto and in each CALL-OFF
ORDER.
Payments shall only be made after the issuance by COMPANY of an appropriate CALL-OFF ORDER and
EJPC.

4.4 INVOICING AND PAYMENT
Invoicing and payment shall be carried out in accordance with the provisions of COMPANY’s GENERAL
CONDITIONS, notably Article 11.2 (Invoicing) and Article 11.3 (Payment) of COMPANY’s GENERAL
CONDITIONS.
The present sub-Article 4.4 (Invoicing and Payment) of this AGREEMENT only provides for (i) any
complementary terms and conditions not stipulated into COMPANY’S GENERAL CONDITIONS, when
required and (ii) recalls to CONTRACTOR the main information to be provided by CONTRACTOR to
COMPANY in order to make the invoicing and payment process as quick and efficient as possible.
4.4.1 INVOICING DOCUMENTATION
As stipulated in Article 11.2 (Invoicing) of COMPANY’s GENERAL CONDITIONS, invoices together with
supporting documents, shall be established in one single original copy clearly stamped “ORIGINAL” which
shall be delivered to:

Submission point : Invoice Reception Room
Contact : Head of Invoice Processing
Plot 25, Trans Amadi Industrial Layout
Port-Harcourt, NIGERIA
For the attention of the Accounting Manager
Invoices shall clearly indicate the following references provided by COMPANY:
- CONTRACT reference number <CONTRACT NUMBER>

- CALL-OFF ORDER or PURCHASE ORDER reference number
- EJPC (Electronic Job Progress Certificate) Number
CONTRACTOR specifically hereby acknowledges that all his invoices must be supported by the appropriate
supporting documentation, notably a copy of the CALL-OFF ORDER or PURCHASE ORDER and the EJPC
(Electronic Job Progress Certificate) referred to in sub-Article 4.5. of the AGREEMENT
Invoices shall display the amount of Value Added Tax (V.A.T.), if and when applicable.
COMPANY may refuse any invoices issued by CONTRACTOR which do not comply with Article 11.2
(Invoicing) and Article 11.3 (Payment) of COMPANY’s GENERAL CONDITIONS and the present sub-Article
4.4.1. of this AGREEMENT.
4.4.2 INVOICING SCHEDULE
Invoices shall be established at the end of each calendar month according to the provisions of APPENDIX B.
4.5 DOCUMENTATION OF THE COMPLETION OF THE SERVICE
CONTRACTOR shall, as soon as practicable upon completion of the SERVICE, submit for COMPANY
REPRESENTATIVE‘s review and approval, all appropriate documents and timesheet, including a
commercial valuation, to assess the performance of the SERVICE in compliance with the provisions of the
CONTRACT.
COMPANY’s acceptance of part or the whole of such SERVICE shall be promptly notified in writing within an
electronic Job Progress Certificate (e-JPC) which will be sent to CONTRACTOR by email, fax or letter.

4.6 TAXES
The Withholding Tax to be withheld at source by COMPANY in accordance with COMPANY’S GENERAL
CONDITIONS shall amount to 5% (five percent) of the amounts net of VAT invoiced by the CONTRACTOR
to the COMPANY.
CONTRACTOR agrees to COMPANY withholding from payments to CONTRACTOR, any deductions
including but not limited to Withholding Tax and 1% Nigerian Oil and Gas Industry Content Levy, being
amounts to be withheld in compliance with the law, regulation, or directive legally in force at the time of
deduction.
4.7 GUARANTEES TO BE PROCURED

CONTRACTOR shall provide COMPANY within fourteen (14) days from the EFFECTIVE DATE and
thereafter maintain an irrevocable performance bank guarantee payable on first demand of COMPANY, or,
a parent company guarantee to guarantee the due performance of CONTRACTOR’s obligations under the
CONTRACT. The costs (including all stamp duty or other taxes) incidental to the issue and maintaining each
security, and of any extensions or modifications, shall be borne by CONTRACTOR and are deemed to be
included in the CONTRACTOR remuneration given in Appendix B.
4.7.1 PERFORMANCE BANK GUARANTEE
(Provisions of this sub-Article 4.7.1 shall not be applicable if the CONTRACTOR has provided a valid Parent
Company Guarantee in accordance with the provisions of the sub-Article 4.7.2 below).
a) The performance bank guarantee shall be provided by an APPROVED bank with a

Standard & Poor’s credit rating of AA - or better or a Moody long-term credit rating of Aa3
in the form set out in ANNEX A (form of Bank Guarantee).
b) The performance bank guarantee shall be in the amount of 10 % of the total
CONTRACTOR remuneration given in Appendix B
CONTRACTOR shall provide adjusted performance bank guarantee, in event of change
in CONTRACTOR remuneration due to any amendment to CONTRACT.
c) If CONTRACTOR fails:
i. to provide a satisfactory performance bank guarantee in accordance with the provisions
of 0 0 a) or
ii. to provide a replacement performance bank guarantee in accordance with sub-Article 0
a) where the rating of the bank providing the relevant performance bank guarantee is
downgraded the COMPANY is not obliged to make any payments to CONTRACTOR until
CONTRACTOR has provided such satisfactory performance bank guarantee and in
addition will have the right at any time, without prior notification and without any liability
whatsoever, to suspend or terminate the CONTRACT under the provisions of sub-Article
5.4 and to have recourse to the performance bank guarantee.
d) Should, at any time and for any reason, such performance bank guarantee prove not to
be enforceable, COMPANY may suspend any payments to CONTRACTOR until
CONTRACTOR has provided COMPANY with a new and satisfactory performance bank
guarantee.
4.7.2 PARENT COMPANY GUARANTEE
(Provisions of this sub-Article 4.7.2 shall not be applicable if the CONTRACTOR has provided a valid
Performance Bank Guarantee in accordance with the provisions of the sub-Article 4.7.1 above)

CONTRACTOR shall provide COMPANY with a parent company guarantee issued by the ultimate parent
company of CONTRACTOR which shall be in the form set out in ANNEX B.
If CONTRACTOR fails, to provide a satisfactory parent company guarantee as specified in ANNEX B, then
COMPANY is not obliged to make any payments to CONTRACTOR until CONTRACTOR has provided such
satisfactory parent company guarantee and has the right at any time, without prior notification and without
any liability whatsoever, to suspend or terminate the CONTRACT under the provisions of Error! Reference
source not found..
If, at any time and for any reason, the parent company guarantee is not enforceable, then COMPANY is
entitled to suspend any payments to CONTRACTOR until CONTRACTOR has provided COMPANY with a
new and satisfactory parent company guarantee from an AFFILIATE with sufficient financial standing and
operational capacity to guarantee the performance of CONTRACTOR’s obligations under this CONTRACT,
or performance bank guarantee as per the provision of the sub-Article 4.7.1 above.
4.7.3 DEMANDS
CONTRACTOR waives any right that it may have to obtain an injunction or any other remedy or right against
any party in respect of COMPANY having recourse to the performance bank guarantee and parent company
guarantee.
COMPANY agrees that, unless it believes in good faith that CONTRACTOR is in breach of any obligation
under the CONTRACT, it shall not call the performance bank guarantee and/or shall not enforce the parent
company guarantee. If COMPANY receives any proceeds from the bank under the performance bank
guarantee and if it is later established that CONTRACTOR was not in breach as indicated by COMPANY in
its form of demand to CONTRACTOR, then COMPANY shall: (i) reimburse such proceeds to
CONTRACTOR and (ii) subject to CONTRACTOR substantiating that it provided COMPANY sufficiently in
advance of the call with information that should have prevented COMPANY from exercising its right to make
such call, reimburse the additional documented bank charges incurred by CONTRACTOR which it may have
paid as a direct result of COMPANY's calling the performance bank guarantee. COMPANY shall have no
other obligation or liability to CONTRACTOR in respect thereof.

CHAPTER 5: GENERAL LEGAL PROVISIONS, LIABILITIES AND INSURANCES
5.1 LIABILITIES AND INSURANCES
The applicable provisions regarding liabilities and insurances are stipulated in Articles 9 and 10 of
COMPANY’S GENERAL CONDITIONS.
5.2 WAIVER OF RECOURSE

CONTRACTOR must comply with sub-Article 9.3 of COMPANY’S GENERAL CONDITIONS.
5.3 FORCE MAJEURE
The applicable provisions regarding FORCE MAJEURE are stipulated in Article 14 of COMPANY’S
GENERAL CONDITIONS.
In the event of any such FORCE MAJEURE, each PARTY shall bear the loss of any of their own property so
damaged or lost which shall include the property of their employees, agents and servants as well as that of
any SUBCONTRACTOR.
5.4 TERMINATION – SUSPENSION OF THE CONTRACT

These provisions regarding the termination of the CONTRACT shall apply mutatis mutandis to each CALL-
OFF ORDER. For the avoidance of doubt, the termination of a specific CALL-OFF ORDER shall not result in
the termination of the whole CONTRACT or, as the case may be, of the other CALL-ORDER(S) in force.
5.4.1 TERMINATION ATTRIBUTABLE TO CONTRACTOR
Notwithstanding, the provisions of Article 13 of COMPANY’S GENERAL CONDITIONS, COMPANY shall

have the right to terminate the CONTRACT or any CALL-OFF ORDER at any time, with immediate effect
and without any indemnity or liability of any nature to CONTRACTOR in the following cases:
a) if CONTRACTOR fails to mobilise within ten (10) days after the date specified by the COMPANY in a
CALL-OFF ORDER, and/or
b) if CONTRACTOR fails, neglects or refuses to carry out any part of the SERVICE required under the
CONTRACT or any CALL-OFF ORDER, and/or
c) in case of non-compliance with the provisions of any APPLICABLE LAWS, and/or
d) in case of default regarding the prevention against illegal employment as stated in sub-article 4.5.2 of
COMPANY’S GENERAL CONDITIONS, and/or
e) if CONTRACTOR in COMPANY's opinion, through act or omission, seriously delay or impede the
progress of the performance of the SERVICE or endanger COMPANY's operations or is likely to bring
COMPANY into dispute, and/or
f) if CONTRACTOR commits any breach of any provision of the CONTRACT or any CALL-OFF ORDER,
and/or
g) in case of CONTRACTOR's GROSS NEGLIGENCE and/or WILFUL MISCONDUCT, and/or
h) in case of bankruptcy, liquidation or take-over of CONTRACTOR, and/or

i) in case of the maximum cumulative liquidated damages has been reached as per Article 3.4 and/or
j) if CONTRACTOR sub-contracts part or the whole of the SERVICE or assign the CONTRACT without
a prior formal approval from COMPANY and/or.
k) if CONTRACTOR does not comply with the provisions of the CONTRACT or any CALL-OFF ORDER
regarding key PERSONNEL and/or.
l) If CONTRACTOR fails to comply with the anticorruption undertakings as stated in sub-Article 17.3 of
the COMPANY’S GENERAL CONDITIONS and/or.
m) In case of CONTRACTOR's failure to comply with the H3SE obligations stated in sub-Article 7.1 of
COMPANY’S GENERAL CONDITIONS and/or.
5.4.2 SUSPENSION / TERMINATION AT COMPANY’S OPTION
Notwithstanding, the provisions of Article 13 of COMPANY’S GENERAL CONDITIONS:
a) COMPANY shall be entitled at any time and at its absolute discretion to order:
i) the termination of the CONTRACT or any CALL-OFF ORDER, with minimum thirty (30) days
prior written notice to CONTRACTOR, or
ii) the suspension of the SERVICE, or
iii) the cancellation of a portion of the SERVICE in which case CONTRACTOR agrees to stop
SERVICE on the cancelled portion and to forward to COMPANY all completed reports and
other documents on said cancelled SERVICE.
b) In the event of termination for convenience by COMPANY as per sub-Article 5.4.2. a) i) of this
AGREEMENT, CONTRACTOR shall be paid for the remaining unpaid balance for the SERVICE
actually performed until the date of such termination.
c) In the event of suspension by COMPANY as per sub-Article 5.4.2. a) ii) of this AGREEMENT, the
remuneration relating to CONTRACTOR's PERSONNEL shall cease the day such PERSONNEL
leave the WORKSITE and shall resume the day of their return at the WORKSITE.
d) In the event of cancellation of a portion of the SERVICE by COMPANY in accordance with sub-
Article 5.4.2.a) iii) of this AGREEMENT, CONTRACTOR shall be paid the unpaid balance for
SERVICE actually performed until the date of such cancellation and the actual portion of the
SERVICE performed by CONTRACTOR after such cancellation.
e) In the event of termination for convenience by COMPANY or the cancellation of a portion of the
SERVICE by COMPANY in accordance with sub-Article 5.4.2. a) i) and iii), COMPANY shall not
have any obligation to pay any indemnity, or make any other payment whatsoever to
CONTRACTOR (including but not limited to any payment/compensation to PERSONNEL in
accordance with the prevailing regulation), except for the remuneration payable to CONTRACTOR
as defined in sub-Article 5.4.2. b) and d). Such termination or reduction shall in no event give rise
to any claim by CONTRACTOR for damages, or loss of anticipated gain, or whatsoever.
5.5 GOVERNING LAW – SETTLEMENT OF DISPUTES

The validity, interpretation and performance of the CONTRACT, including the present COMPANY’S
GENERAL CONDITIONS, are governed by the laws of the Federal Republic of Nigeria.
Any disputes arising out between the PARTIES in connection with the CONTRACT shall be settled in
accordance with sub-Article 17.4 of COMPANY’S GENERAL CONDITIONS.

5.6 NOTIFICATIONS
The address of notification to each PARTY mentioned in Article 19.2 (Notices) of COMPANY’S GENERAL
CONDITIONS shall be as follows:
- For COMPANY:

Plot 25, Trans Amadi Industrial Layout
Port-Harcourt, NIGERIA
For the attention of <<……Name /Title…………..>>
Email : ............................................
- For CONTRACTOR
<< Name of CONTRACTOR >>

<< address …………..….>>
............................................
For the attention of <<……… Name /Title ………..>>
Email : ............................................
IN WITNESS WHEREOF, the authorised representatives of the PARTIES hereto have signed this
CONTRACT.
Signed in three (3) originals.
For COMPANY For CONTRACTOR
Signed by : Signed by :
Name : .................. Name : ..................
Title : .................. Title : ..................
Signature : .................. Signature : ..................
Date : .................. Date : ..................

APPENDIX A
SCOPE OF SERVICES
Attached separately with the TENDER DOCUMENTS

APPENDIX B
CONTRACTOR REMUNERATION

APPENDIX C
COMPANY SAFETY, HEALTH AND ENVIRONMENT

SPECIFIC REQUIREMENTS

APPENDIX D
COMPANY’S GENERAL CONDITIONS FOR PETROLEUM

SERVICES and its ANNEXES

APPENDIX E
TECHNICAL DOCUMENTATION
REFER TO EXHIBIT D IN SCOPE OF SERVICES

APPENDIX F
QUALITY MANAGEMENT
REFER TO EXHIBIT G IN SCOPE OF SERVICES

APPENDIX G
LIST OF SUBCONTRACTORS

ANNEX A
FORM OF PERFORMANCE BANK GUARANTEE
(ON-DEMAND GUARANTEE)
BY THIS ON-DEMAND PERFORMANCE BANK GUARANTEE (this “GUARANTEE”) dated [●] day of [●],
20[●]1,
[BANK]2, a company incorporated in accordance with the laws of [●]3, whose principal office is located at [●]4
(the “GUARANTOR”) is irrevocably and unconditionally bound to [●]5, a company incorporated in
accordance with the laws of [●]6, [●] whose registered office is at [●]7 (the “BENEFICIARY”) in respect of the
GUARANTEED AMOUNT (as such term is defined in clause 1 below), for the payment of which sum the
GUARANTOR binds itself in accordance with the provisions of this GUARANTEE.
RECITALS
(A) By a contract referenced n°[●]8 dated [●]9 (the “CONTRACT”) and made between the
BENEFICIARY and [●]10, a company incorporated in accordance with the laws of
[●]11,whose registered office is at [●]12 (the “CONTRACTOR”), CONTRACTOR has agreed
to execute certain works upon and subject to the terms and conditions contained in the
CONTRACT.
(B) CONTRACTOR is required to deliver this GUARANTEE to the BENEFICIARY (in the form
and amount provided herein) pursuant to sub-Articles 4.7 and 4.7.113 of the CONTRACT.
(C) The GUARANTOR has agreed, at the request of CONTRACTOR, to issue this
GUARANTEE to the BENEFICIARY.
WE UNDERTAKE as follows:
1. In this GUARANTEE, words and expressions, if not otherwise defined, will have the meanings
given to them in the CONTRACT, and:
“GUARANTEED AMOUNT” means [●]14 (USD)
1 Insert the date on which the GUARANTEE is issued by the Bank.

2 Insert the full legal name of the Bank acting as GUARANTOR.
3 Insert the country in which the GUARANTOR is incorporated.
4 Insert the address of the GUARANTOR’s headquarters.
5 Insert the full legal name of COMPANY as it appears in the CONTRACT.
6 Insert the country of incorporation of COMPANY.
7 Insert the address of COMPANY’s headquarters.
8 Insert the reference number of the CONTRACT.
9 Insert the date of execution of the CONTRACT.
10 Insert the full legal name of CONTRACTOR as it appears in the CONTRACT.
11 Insert the country of incorporation of CONTRACTOR.
12 Insert the address of CONTRACTOR’s headquarters.
13 Check the reference of the article of the CONTRACT setting forth obligation for CONTRACTOR to provide a GUARANTEE to
COMPANY.
14 Insert the amount and currency of the PERFORMANCE BANK GUARANTEE specified in article 4.7.1 b) of the CONTRACT (as may
be adjusted from time to time in accordance with article 4.7.1 c) of the CONTRACT).

All references in this GUARANTEE to the CONTRACT will be deemed to include any amendment,
variation or supplemental agreement thereto.
2. The GUARANTOR hereby irrevocably and unconditionally undertakes to pay without delay to the
BENEFICIARY, upon first written demand from the BENEFICIARY, any amount specified in such
demand, which when aggregated with all such amounts previously paid under this GUARANTEE does
not exceed the GUARANTEED AMOUNT.
3. The GUARANTOR’s obligation to make payment under this GUARANTEE will arise automatically upon
receipt of such demand made in accordance with the provisions of this GUARANTEE without proof of
any breach or any other condition and notwithstanding any contest or dispute by CONTRACTOR under
the CONTRACT or at law. The GUARANTOR will not be required or permitted to make any other
investigation or enquiry or notify CONTRACTOR prior to full payment in accordance with the demand.
4. The BENEFICIARY may make one or more demands under this GUARANTEE up to the GUARANTEED
AMOUNT. Each payment made by the GUARANTOR under this GUARANTEE shall reduce the
GUARANTEED AMOUNT accordingly. Each demand shall be substantially in the form set out in
5. ANNEX A.1 to this GUARANTEE and shall be delivered by hand or registered mail to the GUARANTOR
during normal banking hours at [●]15 The GUARANTOR may change its nominated address for service
to another address in the same country as the address herein by no less than five (5) banking days’ prior
written notice to the BENEFICIARY.
6. The maximum aggregate liability of the GUARANTOR under this GUARANTEE shall not exceed the
GUARANTEED AMOUNT.
7. The obligations of the GUARANTOR under this GUARANTEE are primary and not by way of surety or
guarantee. The GUARANTOR will not be entitled as against the BENEFICIARY to make any withholding
or deduction on account of any set-off or counterclaim whatsoever and howsoever arising.
8. This GUARANTEE is irrevocable and unconditional and neither the obligations of the GUARANTOR under
this GUARANTEE nor the rights, powers and remedies conferred upon the BENEFICIARY by this
GUARANTEE will be discharged, impaired or otherwise affected by:
a) any suspension or variation to or amendment of the CONTRACT or any suspension or
variation to or amendment of any WORK required to be performed under the CONTRACT
(including, without limitation, any extension of time for performance and adjustment to the
amount payable to CONTRACTOR);
b) the termination of the CONTRACT;
c) any waiver or forbearance of any right of action or remedy the BENEFICIARY may have
against CONTRACTOR, or neglect by the BENEFICIARY in enforcing any right of action
or remedy afforded under the CONTRACT;
d) any other bond, security or guarantee (other than this GUARANTEE) held or obtained by
the BENEFICIARY in respect of the obligations of CONTRACTOR under the CONTRACT
or any release or waiver thereof;
e) any of the obligations of CONTRACTOR under the CONTRACT being or becoming
unenforceable, invalid, illegal or otherwise ineffective in any respect;
f) any act or omission of CONTRACTOR pursuant to any other arrangement with the
GUARANTOR, any change in the relationship between the GUARANTOR and
CONTRACTOR or dispute or disagreement between them under or in relation to the
CONTRACT or otherwise;
g) any breach of the CONTRACT by CONTRACTOR or the BENEFICIARY or other default
of CONTRACTOR or the BENEFICIARY;
h) the insolvency, bankruptcy, liquidation, administration, winding-up, incapacity, limitation,
disability and discharge by operation of law of, and any change in the constitution or
name of, CONTRACTOR or any of his affiliates; or
15 Insert address of the GUARANTOR’s offices to which the payment request is required to be delivered.

i) any other act, event or omission which might operate to discharge, impair or otherwise
affect any of the obligations of the GUARANTOR under this GUARANTEE or any of the
rights, powers and remedies conferred upon the BENEFICIARY by this GUARANTEE.
9. This GUARANTEE will take effect on the date hereof and will expire upon issuance of SERVICES
completion report by the BENEFICIARY. [●]16 When expired as specified above, this GUARANTEE shall
become automatically null and void whether returned to the GUARANTOR or not.
10. All payments to be made under this GUARANTEE shall be made in immediately available funds to the bank
account specified in the relevant demand within 5 (five) calendar days after the date of receipt by the
GUARANTOR of the BENEFICIARY’s demand.
11. All sums payable under this GUARANTEE shall be paid in full without deduction or withholding for or on
account of any present or future taxes, duties and/or other charges.
12. The GUARANTOR will not be entitled to assign its rights, title and interest in and to the GUARANTEE
without the prior written consent of the BENEFICIARY.
13. If at any time one or more of the provisions of this GUARANTEE is or becomes illegal, invalid or otherwise
unenforceable in any respect, such provision or provisions will be ineffective to the extent only of such
illegality, invalidity or unenforceability and such illegality, validity or unenforceability will not invalidate any
other provision of this GUARANTEE.
14. This GUARANTEE will be governed by and construed in accordance with the laws of The Federal Republic
of Nigeria and the GUARANTOR agrees to submit to the non-exclusive jurisdiction of the Courts of The
Federal Republic of Nigeria.
15. The GUARANTOR hereby declares that the undersigned has full authority to execute this GUARANTEE on
behalf of the GUARANTOR.
IN WITNESS WHEREOF this GUARANTEE has been executed and delivered as a deed by the
GUARANTOR on the date first above written.
Executed by [●]17 for and on behalf of __________________________________

[●]18
Authorised signatory
Authorised signatory
16 Not applicable. To be deleted.

17 Insert the name of the authorized signator(y)(ies) for the GUARANTOR.
18 Insert the full legal name of the GUARANTOR.

ANNEX A.1
FORM OF DEMAND
To: [●]19
[●]20
Dear Sirs
ON-DEMAND PERFORMANCE BANK GUARANTEE dated [● ]21 issued by [●]22 in favour of [●]23 (the
“GUARANTEE”)
In this document, words and expressions, if not otherwise defined, will have the meanings given to them in
the GUARANTEE.
We hereby inform you that CONTRACTOR is in breach of his obligations under the CONTRACT.
We hereby demand the amount of $[●]24 under the GUARANTEE.
Payment of this demand shall be made to the account of [●]25 at [●]26, swift/sort code [●]27, designated
account number [●]28, in the name of [●]29 and in accordance with the provisions of the GUARANTEE.
Yours faithfully
19 Insert full contact details of the GUARANTOR as set out in clause 4 of the GUARANTEE.
20 Insert date of the payment demand.
21 Insert the date of the GUARANTEE.
22 Insert the full legal name of the Bank acting as GUARANTOR.
23 Insert the full legal name of the BENEFICIARY of the GUARANTEE.
24 Insert the amount requested to be paid under the GUARANTEE.
25 Insert the full legal name of the BENEFICIARY’s bank who will receive the paid amount.
26 Insert the address of the BENEFICIARY’s bank.
27 Insert the IBAN number provided by the BENEFICIARY’s bank.
28 Insert the BENEFICIARY’s bank account number.
29 Insert the full legal name of the BENEFICIARY.

for and on behalf of [●]30
ANNEX B
FORM OF PARENT COMPANY GUARANTEE
(DEED OF GUARANTEE)>>
This GUARANTEE (this “GUARANTEE”) is made as a DEED on [●]31 between [●]32 , a [●]33 company
organised and existing under the laws of [●]34 and whose registered office is [●]35 (the “GUARANTOR”), and
[●]36, a company organised and existing under the laws of [●]37 and whose registered office is [●]38 (the
“COMPANY”).
WHEREAS:
(A) [●]39, a company organised and existing under the laws of [●]40, whose registered office is [●]41 and
which is a wholly-owned subsidiary of the GUARANTOR (the “CONTRACTOR”) has entered into a contract
referenced [●]42 dated [●] with COMPANY (the “CONTRACT”) to execute certain WORK.
(B) The GUARANTOR has agreed, at the request of CONTRACTOR, to guarantee the due performance
of the CONTRACT by CONTRACTOR.
NOW THEREFORE THE CONDITIONS OF THIS GUARANTEE are as follows:
1. In this GUARANTEE:
"OBLIGATIONS" means all the duties, obligations, liabilities, and debts of CONTRACTOR and all warranties,
covenants and undertakings given by CONTRACTOR and all sums due from and all claims against
CONTRACTOR (whether of a financial nature or not) under and pursuant to the CONTRACT.
30 Insert name of duly authorised signatory of the BENEFICIARY.

31 Insert the date on which the GUARANTEE is executed by the GUARANTOR.
32 Insert the full legal name of CONTRACTOR’s parent company acting as GUARANTOR.
33 Insert the legal form of the GUARANTOR.
34 Insert the country of incorporation of the GUARANTOR.
35 Insert the address of the GUARANTOR’s headquarters.
36 Insert the full legal name of COMPANY.
37 Insert the country of incorporation of COMPANY.
38 Insert the address of COMPANY’s headquarters.
39 Insert the full legal name of CONTRACTOR as it appears in the CONTRACT.
40 Insert the country of incorporation of CONTRACTOR.
41 Insert the address of CONTRACTOR’s headquarters.
42 Insert the reference number of the CONTRACT.

Unless otherwise defined, words and expressions used in this GUARANTEE will have the meanings given to
them in the CONTRACT.
2. The GUARANTOR, by way of primary obligation and not by way of surety, hereby:
2.1. irrevocably and unconditionally guarantees to COMPANY the due, punctual and complete
performance by CONTRACTOR of each and all of the OBLIGATIONS which have become
due and performable under the CONTRACT (including any expenses and legal fees
incurred by COMPANY in trying to enforce the above);
2.2. without prejudice to clause 2.1, undertakes to COMPANY:
a) if CONTRACTOR fails to pay to COMPANY any sum payable by it as and when requested
to do so pursuant to the CONTRACT, to pay that sum within five (5) calendar days from the
date of receipt of a written demand of COMPANY, without any withholding or deduction on
account of any set-off or counterclaim whatsoever; or
b) if COMPANY informs the GUARANTOR that CONTRACTOR has defaulted in whole or in
part in any of his other OBLIGATIONS under the CONTRACT and fails to remedy such
default within any remedial period specified in the CONTRACT, if so required by COMPANY
in writing, to immediately remedy or procure the remedy of such default in accordance with
the terms and conditions of the CONTRACT;
2.3. undertakes to indemnify COMPANY from and against any loss incurred by COMPANY as
a result of any of the OBLIGATIONS of CONTRACTOR becoming unenforceable , invalid
or illegal or otherwise ineffective as against COMPANY for any reason whatsoever, the
amount of such loss being an amount which COMPANY would otherwise have been
entitled to recover from CONTRACTOR;
provided that (save in relation to any expenses and legal fees referred to in clause 2) the
GUARANTOR will have no greater liability under this GUARANTEE than that of CONTRACTOR
pursuant to the terms of the CONTRACT.
3. This GUARANTEE is irrevocable and unconditional and neither the obligations of the
GUARANTOR under this GUARANTEE nor the rights, powers and remedies conferred upon
COMPANY by this GUARANTEE will be discharged, impaired or otherwise affected by:
a) any suspension or variation to or amendment of the CONTRACT (including, without
limitation, any variation to the WORK, extension of time for performance and adjustment to
the amount payable to CONTRACTOR);
b) any termination of the CONTRACT;
c) any waiver or forbearance of any right of action or remedy COMPANY may have against the
CONTRACTOR under the CONTRACT;
d) any bond, security or guarantee (other than this GUARANTEE) held or obtained by
COMPANY in respect of the OBLIGATIONS of CONTRACTOR under the CONTRACT or
any release or waiver thereof;
e) any of the OBLIGATIONS of CONTRACTOR under the CONTRACT being or becoming
unenforceable, invalid, illegal or otherwise ineffective in any respect;
f) any change in the relationship between the GUARANTOR and CONTRACTOR (in particular
in the ownership of the CONTRACTOR) or dispute or disagreement between them under
the CONTRACT or otherwise;

g) any breach of the CONTRACT by, or other default of, COMPANY;
h) the insolvency, bankruptcy, liquidation, administration, winding-up, incapacity, limitation,
disability and discharge by operation of law of, and any change in the constitution or name
of, CONTRACTOR or any of his affiliates; or
i) any other act, event or omission which might operate to discharge, impair or otherwise affect
any of the obligations of the GUARANTOR under this GUARANTEE or any of the rights,
powers and remedies conferred upon COMPANY by this GUARANTEE.
4. COMPANY will not be obliged before enforcing any of its rights or remedies conferred upon it
by this GUARANTEE or by law:
a) to take any action in any court or arbitral proceedings or to obtain any judgment or award
against CONTRACTOR;
b) to make any claim or to pursue or exhaust any other right or remedy against
CONTRACTOR; or
c) to enforce any other security held by it in respect of the OBLIGATIONS of CONTRACTOR
under the CONTRACT.
5. COMPANY may make one or more demands under this GUARANTEE. Each demand shall be
delivered by hand or registered mail to the GUARANTOR during normal business hours at
[●]43.
6. The benefit of this GUARANTEE may be assigned subject only to the provisions for
assignment of the CONTRACT. The GUARANTOR shall not assign its rights, title and/or
interest in and to this GUARANTEE without the prior written consent of COMPANY.
7. The GUARANTOR’s obligations hereunder are continuing and accordingly shall remain in full
force and effect until all OBLIGATIONS to be performed by CONTRACTOR under the
CONTRACT have been discharged.
8. The GUARANTOR hereby represents that: (a) it is a company duly organised, validly existing
and in good standing under its law of incorporation, (b) the execution, delivery and
performance of this GUARANTEE has been duly authorised by all necessary corporate action
and do not contravene any provision of law or of GUARANTOR’s documents of incorporation
or any contractual restriction binding on the GUARANTOR or its assets, and (c) this
GUARANTEE constitutes the GUARANTOR’s legal, valid and binding obligations enforceable
against the GUARANTOR in accordance with its terms.
9. The invalidity, illegality or unenforceability in whole or in part of any of the provisions of this
GUARANTEE will not affect the validity, legality and enforceability of the remaining part or the
provisions of this GUARANTEE.
10. This GUARANTEE will be governed by and construed in accordance with the laws of The
Federal Republic of Nigeria [●]44 [and any dispute under this GUARANTEE shall be finally
settled as provided for under the CONTRACT[●]45 or [and the GUARANTOR agrees to submit
to the non-exclusive jurisdiction of the Courts of The Federal Republic of Nigeria [●]46 [and
43 Insert the GUARANTOR’s notification details.

44 If English law is not acceptable to the GUARANTOR, it is essential that an in-house legal counsel of Total ensure that the
GUARANTEE complies with the applicable law.
45 Insert if the dispute resolution mechanism under the CONTRACT is international arbitration.
46 Insert if the dispute resolution mechanism under the CONTRACT is not international arbitration.

appoints [●]47 to receive for it and on its behalf service of process issued out of the English
courts in any legal action or proceedings concerned[●]48.
Signed as a deed and delivered with effect at the date written at the beginning of it on behalf of [●]49, a
company incorporated in [●]50
By: _________________________ Title: Authorised Signatory ___________________
Name:
47 Insert name and address of the process agent: see footnote 18 below.
48 To be inserted where the English courts are the competent jurisdiction and the GUARANTOR is not a company incorporated in
England or Wales. Legal proceedings in England cannot be started unless a proper notice has been served on a defendant which can
only be done in England. Failure to serve the notice on a process agent could substantially delay the proceedings.
49 Insert name of the GUARANTOR.
50 Insert the GUARANTOR’s country of incorporation. The Deed of GUARANTEE can be executed by the GUARANTOR in any manner
permitted by the laws of the country of incorporation. Check with an in-house legal counsel of Total located in the GUARANTOR’s
country of incorporation whether the deed can be executed by one authorised signatory only, whether the proposed authorised
signatories have authority to bind the GUARANTOR and whether there are any other mandatory local formalities under the local law to
make the GUARANTEE enforceable.


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3. Agreement - IP Services

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CALL-OFF CONTRACT

PROVISION OF PIPELINE INTELLIGENT

TOTAL E&P NIGERIA LIMITED

<<INSERT NAME OF CONTRACTOR>>

CHAPTER 1: GENERAL PROVISIONS.................................................................................................5

TOTAL Classification: Restricted

- ANNEX A: FORM OF PERFORMANCE BANK GUARANTEE

- ANNEX B: FORM OF PARENT COMPANY GUARANTEE

- APPENDIX A: SCOPE OF SERVICES

- APPENDIX B: CONTRACTOR’S REMUNERATION

- APPENDIX C: COMPANY’S SAFETY, HEALTH AND ENVIRONMENT SPECIFIC

- APPENDIX D: COMPANY’S GENERAL CONDITIONS FOR PETROLEUM SERVICES and its

- APPENDIX E: TECHNICAL DOCUMENTATION – REFER TO EXHIBIT D IN SCOPE OF

- APPENDIX F: QUALITY MANAGEMENT – REFER TO EXHIBIT G IN SCOPE OF SERVICES

- APPENDIX G: LIST OF SUBCONTRACTORS

TOTAL Classification: Restricted

OF THE FIRST PART,

NAME OF CONTRACTOR (herein referred to as “CONTRACTOR”), a company organised and existing

NAME OF CONTRACTOR1 AND NAME OF CONTRACTOR2 (hereinafter together referred to as

OF THE SECOND PART,

TOTAL Classification: Restricted Distribution

“CONTRACTOR’S REMUNERATION” means the remuneration to be paid by COMPANY to

TOTAL Classification: Restricted Distribution

1.2 OBJECT OF THE CONTRACT

1.3 ORDER OF PRIORITY OF THE CONTRACT DOCUMENTS

The CONTRACT is constituted by the following documents:

2. the present PARTICULAR CONDITIONS

3. the APPENDICES of the present PARTICULAR CONDITIONS in the following order:

- ANNEX A FORM OF PERFORMANCE BANK GUARANTEE

- ANNEX B FORM OF PARENT COMPANY GUARANTEE

- APPENDIX A SCOPE OF SERVICE

- APPENDIX B CONTRACTOR’S REMUNERATION

- APPENDIX C COMPANY’S SAFETY, HEALTH AND ENVIRONMENT SPECIFIC

- APPENDIX D COMPANY’S GENERAL CONDITIONS FOR PETROLEUM SERVICE and

- APPENDIX E: TECHNICAL DOCUMENTATION – REFER TO EXHIBIT D IN SCOPE OF

In case of divergence, or of contradiction between the provisions of one or several CONTRACTS

TOTAL Classification: Restricted Distribution

1.4 EFFECTIVE DATE AND DURATION OF THE CONTRACT

1.4.1 EFFECTIVE DATE

1.4.2 COMMENCEMENT DATE

1.4.3 COMPLETION DATE

The SERVICE shall be completed on the date indicated in each CALL-ORDER.

1.4.4 INITIAL OPERATIONAL PERIOD

1.4.5 RIGHT TO EXTEND

TOTAL Classification: Restricted Distribution

1.7 MOBILIZATION OF THE CONTRACT

1.8 PARTIES REPRESENTATIVES

COMPANY designates <<………………………………………>>

The contact details of COMPANY REPRESENTATIVE are as follows:

<< CONTACT DETAILS>>

CONTRACTOR designates <<………………………………………>>

The contact details of CONTRACTOR REPRESENTATIVE are as follows:

<< CONTACT DETAILS>>

TOTAL Classification: Restricted Distribution

2.1 PROVISIONS CONCERNING COMPANY FOR THE PERFORMANCE OF THE SERVICE

2.1.1 OBLIGATIONS OF COMPANY IN RELATION WITH THE PERFORMANCE OF THE SERVICE

COMPANY hereby undertakes:

2.1.2 OTHER PROVISIONS

2.2 OBLIGATIONS OF CONTRACTOR FOR THE PERFORMANCE OF THE SERVICE

2.2.1 WORKING CONDITIONS

2.2.2 CONTRACTOR'S KEY PERSONNEL

2.2.3 HEALTH, SAFETY, SOCIAL, SECURITY & ENVIRONMENT ("H3SE")

TOTAL Classification: Restricted Distribution

CONTRACTOR must comply with Article 16 of the COMPANY’S GENERAL CONDITIONS