Contract for Design, Fabrication and Supply of Equipment PDF

CONTRACT FOR THE DESIGN, FABRICATION AND SUPPLY OF EQUIPMENT By and Between GULF KEYSTONE PETROLEUM INTERNATIONAL LTD....

CONTRACT FOR THE DESIGN, FABRICATION AND SUPPLY OF EQUIPMENT By and Between GULF KEYSTONE PETROLEUM INTERNATIONAL LTD. and INTECH Process Automation FZCO. for PLC EXPANSION for DRILLING FLUID AND 55K Projects CONTRACT No: 2190286 Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page  TABLE OF CONTENTS ARTICLE 1 Definitions ARTICLE 2 Scope of CONTRACT ARTICLE 3 Time for Commencement and Completion ARTICLE 4 Contract Price and Invoicing ARTICLE 5 CONTRACTOR’s Obligations ARTICLE 6 COMPANY’s Obligations ARTICLE 7 Guarantees ARTICLE 8 Liquidated Damages ARTICLE 9 Factory Test and Site Inspections ARTICLE 10 Change in the CONTRACT ARTICLE 11 Delivery, Packing and Marking ARTICLE 12 Taxes ARTICLE 13 Liabilities and Indemnification ARTICLE 14 Warranties ARTICLE 15 Insurance ARTICLE 16 Assignment ARTICLE 17 Duration and Termination ARTICLE 18 Confidential Information ARTICLE 19 Transfer of Ownership ARTICLE 20 Copyright and Patent ARTICLE 21 Law and Arbitration ARTICLE 22 Force Majeure ARTICLE 23 Notices ARTICLE 24 Anti-Bribery ARTICLE 25 Miscellaneous Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page This agreement (hereinafter referred to as the “CONTRACT”) is made and entered into on 14th January 2020, by and between: GULF KEYSTONE PETROLEUM INTERNATIONAL LIMITED, a company incorporated and existing under the laws of Bermuda, registered in Bermuda and having its registered office at Cedar House, 3rd Floor, 41 Cedar Avenue, Hamilton HM12 Bermuda (hereinafter referred to as the "COMPANY"), and INTECH Process Automation FZCO., a company incorporated and existing under the laws of the United Arab Emirates, registered in the United Arab Emirates and having its registered office at RA08 ZC01 JAFZA, Dubai, UAE (hereinafter referred to as the “CONTRACTOR”). COMPANY and CONTRACTOR being hereinafter sometimes referred to individually as a "Party" or collectively as the "Parties". RECITALS Whereas, COMPANY, contracting as operator for and on behalf of itself and for and on behalf of its co-venturers, is involved in the exploration, drilling and production of oil and gas deposits with respect to the Production Sharing CONTRACT it has entered into on 6 November 2007 with the Kurdistan Regional Government of Iraq (“KRG”) for the Shaikan block as well as any other area in the Kurdistan region of Iraq. Whereas, COMPANY wishes to engage CONTRACTOR for design, engineering, supply, manufacture, assembly, configuration, integration, inspection, testing, installation, and commissioning of PLC Expansion systems for its Production Facilities PF-1 and PF-2 located on the Shaikan block in the Kurdistan Region of Iraq (hereinafter referred to as the “Site”), such equipment to be built by CONTRACTOR in accordance with the specifications, terms and conditions set out in this CONTRACT. Whereas, CONTRACTOR represents and warrants that it has the expertise and technical skill and qualified personnel to implement the CONTRACT and manufacture and supply the Equipment (as defined in this Contract) to COMPANY. Whereas, CONTRACTOR is engaged in providing PLC Expansion (Hardware / Software) for Drilling Fluid and 55k Projects. NOW THEREFORE, in consideration of the mutual covenants contained herein the Parties hereby agree as follows: Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page ARTICLE 1 DEFINITIONS The capitalized terms, words and phrases defined in this Article shall, for the purpose of this Contract, have the following specific meanings (definitions implying the singular only also include or may be used in the plural) hereby assigned to them, respectively: 1.1 “Affiliate” in relation to a Party, means any company or other legal entity, public, private, or commercial company or any other entity which (a) controls either directly or indirectly through one or more intermediates, a Party, or (b) which is controlled directly or indirectly by a Party, or (c) is directly or indirectly controlled by a party or legal entity which directly or indirectly controls a Party or is under common control. For the purposes of this definition, “Control” and its derivatives means the right to control, cast or exercise at least fifty percent (50%) or more of the shares or voting rights exercisable at a general meeting (or its equivalent) of the entity concerned, or, if there are no such rights, ownership of fifty percent (50%) or more of the equity share capital of, or other ownership interests in such entity, or the right to control the board and direct the policies or operations of such entity in relation to the governance of the entity subject to control. 1.2 "CHANGE" shall mean any addition, deletion, substitution or any other alteration to the Equipment and/or Delivery Date which is not beyond the general Scope of WORK under the CONTRACT. 1.3 “CHANGE ORDER” shall mean the document agreed by the PARTIES and issued by COMPANY detailing any VARIATION to the CALL OFF. 1.4 “CHANGE ORDER REQUEST FORM” shall mean the document issued by the CONTRACTOR to the COMPANY in accordance with Clause 10 – CHANGES 1.5 “Completion Date”: means the date when the Equipment has been completed and manufactured by CONTRACTOR or the manufacturer. 1.6 “Contract Documents”: means (i) this CONTRACT with (ii) its Exhibits and Technical Appendices thereto: - this Form of Contract - EXHIBIT I Scope of Work - EXHIBIT II CONTRACT Price - EXHIBIT III Health Safety Security Environment which shall together constitute the CONTRACT and in case of conflict between or among the aforesaid documents, the CONTRACT of precedence shall be the CONTRACT in which the CONTRACT Documents are listed here-above. 1.7 “Delivery Point” means the consolidated point of delivery defined as EXW (Ex-Works) CONTRACTORS nominated facility pursuant to the Incoterms 2010 rules. 1.8 “Delivery Date” means the delivery date of all the Equipment as agreed between Parties and sets forth in Article 2.3. 1.9 “Effective Date” means 14th January 2020date of last signatures of this CONTRACT.. 1.10 “Equipment” means the PLC Expansion Hardware / Software (including updates) and associated services and accessories such as materials, tools and spare parts COMPANY plan to install in its Shaikan oil field production facilities located on Shaikan block (PF1 and PF2) in the Kurdistan Region of Iraq and to be manufactured, sold, installed and commissioned by CONTRACTOR to COMPANY under this CONTRACT and more fully described in Exhibit I. 1.11 “Gross Negligence or Wilful Misconduct” means any act or failure to act (whether sole, joint or concurrent) by any person or entity which was intended to cause, or which was in reckless disregard of or wanton indifference to avoidable and harmful consequences such person or entity so acting knew, or should have known, such act or failure to act would have on the safety or property of another person or entity but shall not include any error of judgment or mistake made in the exercise, in good faith, of any function, authority or discretion conferred upon such person’s personnel. 1.12 "Material" means all equipment, supplies, apparatus, instruments, parts, components, appliances, spare parts and appurtenances thereto described in (Exhibit 1) or reasonably required by CONTRACTOR to manufacture the Equipment. 1.13 “Mechanical Guarantee Period”: means the period defined in Article 7.1 (Mechanical Guarantee). 1.14 “Proposal” means the technical and commercial documentation together with the Instructions to Bidders sent by COMPANY to prospective Bidders on10th December 2019. 1.15 “CONTRACT” means the written CONTRACT issued by COMPANY of which this Form of CONTRACT forms part. 1.16 “Technical Documentation” means all drawings, technical specifications, technical descriptions, erection and operating instructions and all written information to be supplied by CONTRACTOR to COMPANY. 1.17 “Schedule” shall mean the detailed schedule forming part of Exhibit I (Scope of Work) and maintained in accordance with Clause 8.0 (Schedule). Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page 1.2 Interpretation All correspondence, documentation and discussion with respect to the CONTRACT shall be in the English language unless otherwise required as per all applicable laws, rules and regulations. Neither Party shall rely upon any information nor be bound by decisions given in a language other than the English language but shall return such correspondence immediately for clarification. Words importing the singular shall include the plural and vice - versa where the context so requires. Words importing persons or parties shall include firms, corporations and any organisation having legal capacity. The Article, clause, headings, sub-headings, indexes, titles, sub-titles and marginal notes in this CONTRACT are for convenience only and shall not be construed as affecting the meaning, construction or interpretation of this CONTRACT. References to the singular shall include the plural and vice versa where the context so requires. Unless otherwise specified, a reference to another article, clause or sub clause shall be deemed to be in the same Chapter, article or clause of the CONTRACT as that within which the reference appeared. No consideration shall be given to the fact or presumption that one Party has a greater or lesser hand in drafting this CONTRACT. ARTICLE 2 SCOPE OF CONTRACT 2.1 CONTRACTOR shall undertake the design, engineering, manufacture and supply of the Equipment as described in Exhibit I – Scope of work 18004-IAC-SOW-0010 in accordance with: (1) COMPANY’s specifications and drawings, manufacturing processes, procedures, quality and performance assurance programmes, codes and standards, best quality conditions and the applicable national laws and regulations of the country where the Equipment is manufactured, the ambient Site conditions identified in the Proposal and any applicable Site specific environmental requirements (emissions and noise) if applicable, and (2) COMPANY’s Technical Documentation (described in Exhibit I herein) which have been identified in the Proposal, so as to comply with the CONTRACT in conformity with the CONTRACT Implementation Schedule and achieve completion by the scheduled Completion Date. 2.2 CONTRACTOR shall: (1) undertake the engineering, design, and fabrication activities leading to the production of the Technical Documentation as specified in the documents attached to Exhibit I: (2) pack, supply & deliver the Equipment on the scheduled Delivery Date at the agreed Delivery Point, as specified in Exhibit II. 2.3 CONTRACTOR shall manufacture all of the Equipment such that the CONTRACT is fully and satisfactorily completed and delivered within 16 weeks after the Effective Date and in accordance with the CONTRACT Schedule as further described in Exhibit II. 2.4 Provide site support services as requested by COMPANY. 2.5 When CONTRACTOR considers that the CONTRACT has been completed, CONTRACTOR shall notify COMPANY in writing. Within fourteen (14) days of receipt by COMPANY of CONTRACTOR's written notice of completion, COMPANY shall either certify to CONTRACTOR in writing that the CONTRACT has been completed in accordance with the Contract, or else give instructions to CONTRACTOR in writing specifying outstanding aspects of the CONTRACT which require completion before full and satisfactorily completion can be certified. ARTICLE 3 TIME FOR COMMENCEMENT AND COMPLETION 3.1 The Parties agree and acknowledge that time is of the essence and CONTRACTOR shall commence the performance of the CONTRACT upon the Effective Date and shall proceed with the CONTRACT to deliver the Equipment as per Article 2.3 and in accordance with the CONTRACT Schedule as further described in Exhibit II. 3.2 The above time for completion shall be extended if CONTRACTOR is delayed or impeded in the performance of any of its obligations under the CONTRACT by reason of any of the following: a) Any occurrence of Force Majeure as defined in Article 22; b) Any change orders in the Scope; c) Any changes in the Technical Specifications, d) Any delay, default or breach of the CONTRACT caused by COMPANY; 3.3 Except where otherwise specifically provided for elsewhere in the Contract, CONTRACTOR shall send to COMPANY a notice for the extension of the time for completion, together with particulars of the event or circumstances justifying such extension as soon as reasonably practicable after the occurrence of such event. The Parties shall agree upon the period of such extension and the time for completion shall be extended accordingly. Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page ARTICLE 4 CONTRACT PRICE AND INVOICING 4.1 In consideration for the Equipment satisfactorily manufactured and delivered by CONTRACTOR and the fulfilment of CONTRACTOR´s other obligations under the terms of the Contract, COMPANY shall pay to CONTRACTOR the CONTRACT Price consisting of a non-revisable lump sum for firm services of United States Dollars Ninety Six Thousand Six Hundred Sixty Nine (US$ 96,669) and optional services of United States Dollars Thirty One Thousand Eight Hundred Seventy Eight (US$ 19,126.84 SW engineering + US$ 12,751.24 HW Engineering = 31,878) (hereinafter referred to as the “Contract Price”). Subject to Articles 4.2 and 10.2 hereof, all amounts specified herein are fixed, firm and not subject to adjustment or escalation and no other fees or amounts will be due to CONTRACTOR by COMPANY. This non-revisable lump sum amount includes materials, man-hour costs, as well as normal postage, telex, facsimile and other communication costs and all costs for administrative and support CONTRACT of CONTRACTOR, including computer costs. CONTRACTOR shall not be entitled to change the currencies in which the aforesaid lump sum amount is stated. 4.2 In the event that a Change in the CONTRACT (as defined in Article10) results in the costs and expenses incurred by CONTRACTOR in the implementation of the CONTRACT being less than that element of the CONTRACT Price set out in Article 4.1 then in such circumstances the CONTRACT Price shall be reduced accordingly. In the event that a Change in the CONTRACT (as defined in Article10) results in the costs and expenses incurred by CONTRACTOR in the implementation of the CONTRACT being more than that element of the CONTRACT Price set out in Article 4.1 then in such circumstances the CONTRACT Price shall be increased accordingly. 4.3 Invoicing and Payments The invoices issued by CONTRACTOR under the terms of this CONTRACT will be paid by COMPANY within a period of thirty (30) calendar days from the date of their receipt. Invoices shall be emailed to the following COMPANY personnel: Accounts Payable – [email protected] Cc’d to Senior Contracts Engineer FEC - [email protected] The CONTRACT Price shall be paid by COMPANY to CONTRACTOR at the times as follows and as further described in Exhibit II (Payment Schedule): The CONTRACT Price is exclusive of value added tax (VAT), and inclusive of sales, excise and all other taxes, duties charges that may be applicable to the Equipment, sale, purchase and services in CONTRACTOR’s country and in the Kurdistan Region of Iraq. 4.4 The lump sum amount payments shall be paid by wire transfer to the bank account indicated below in writing by CONTRACTOR within thirty (30) days from presentation to COMPANY of properly separate invoices sent by CONTRACTOR. Name of Beneficiary : [......] Name of Bank : [......] Address of the Bank : [......] [......] [......] Account Number : [......] SWIFT Code : [......] 4.5 Late payments shall be subject to an interest charge equal to two (2) percent per annum in excess of the prime rate as published in the Financial Times, at that time calculated and compounded daily not in advance, both before as well as after demand, default and judgement. ARTICLE 5 CONTRACTOR'S OBLIGATIONS 5.1 CONTRACTOR shall verify, check and ensure the correctness, exactness and precision of all design, information and data to be supplied by or on behalf of COMPANY as described in Exhibit I. 5.2 CONTRACTOR shall provide a detailed list, with prices of the requested spare parts and specific consumable parts and material, which shall satisfy the same technical and commercial conditions as those applying to the Equipment. 5.3 CONTRACTOR shall not without COMPANY´s prior written consent, delegate the manufacture of all or part of the Equipment to any third party, except for those components that are provided by outside CONTRACTOR’s facility as listed in the CONTRACTOR’s Proposal and except as specifically agreed in writing with COMPANY. 5.4 CONTRACTOR shall designate a representative as an interlocutor of COMPANY´s representative for all matters concerning the technical and operational phases of the CONTRACT. 5.5 CONTRACTOR shall give its first priority to any CONTRACT requested by COMPANY. 5.6 CONTRACTOR shall report to COMPANY, as soon as practicable, all accidents or occurrences resulting in personal injury or property damage arising out of or during the performance of the CONTRACT by CONTRACTOR. Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page 5.7 Except to the extent that it may be legally or physically impossible or create a hazard to safety, CONTRACTOR shall comply with and strictly adhere to COMPANY’S instructions and directions on all matters relating to the CONTRACT. ARTICLE 6 COMPANY´S OBLIGATIONS 6.1 COMPANY shall nominate an individual person to act as its representative and shall authorise that person to act on its behalf and shall identify that person to CONTRACTOR. This representative shall be entitled to act on behalf of COMPANY and shall supervise the performance of the CONTRACT 6.2 COMPANY representative shall have a right to: a) check, at any reasonable time, to ensure that the CONTRACT is being conducted in accordance with the CONTRACT provisions; b) refuse payment of the Equipment CONTRACT which does not meet the technical specifications of the CONTRACT. 6.3 Providing reasonable notice, COMPANY shall be responsible for promptly taking receipt of Equipment at the Delivery Point. ARTICLE 7 GUARANTEES 7.1 Mechanical Guarantee 7.1.1 CONTRACTOR guarantees that the Equipment supplied when delivered shall be new and unused, unless otherwise agreed by COMPANY, of correct design and workmanship, free from defects in material, workmanship and title and fit for the intended purpose for the use intended and in accordance with applicable codes, technical standards and specifications. 7.1.2 The Mechanical Guarantee Period shall be twelve (12) months following the initial tie-in of the Equipment into COMPANY’s Shaikan oilfield production facilities and the performances tests of the Equipment being successfully achieved (provided always that COMPANY conducts the performance tests within a period of one (1) month following the initial tie-in) or eighteen (18) months following the Delivery Date of the Equipment, whichever period shall first expire (hereinafter referred to as the “Mechanical Guarantee Period”). 7.1.3 The Mechanical Guarantee shall cover any design, material, manufacturing or operating defect of the Equipment, as well as any abnormal wear, provided the Equipment is operated in accordance with the requirements set forth in CONTRACTORs operating manual. 7.1.4 CONTRACTOR's obligations under this Article 7 shall not apply to any materials which are normally consumed in operation or any equipment or part thereof which has a normal life shorter than the Mechanical Guarantee Period stated herein. CONTRACTOR shall list and disclose (on the recommended spares parts list to be provided to COMPANY prior to Delivery Date) to COMPANY any materials, which are normally consumed in operation or any equipment or part thereof which has a normal life shorter than the Mechanical Guarantee Period. 7.1.5 COMPANY shall give a written notice stating the nature of any such defect together with all available evidence thereof promptly following the discovery thereof. 7.1.6 COMPANY shall afford CONTRACTOR all reasonable access with normal safety and operating parameters of the production facility and the Site to enable CONTRACTOR to perform its obligations under this Article 7. ARTICLE 8 LIQUIDATED DAMAGES 8.1 Liquidated Damages for Delay The Parties acknowledge and agree that: 8.1.1 in the event that CONTRACTOR fails to deliver the Equipment within one (1) full calendar week of the said Delivery Date as set out in Article 2 here above, CONTRACTOR shall pay to COMPANY, within fifteen (15) days after receipt of a written demand for payment from COMPANY, liquidated damages with a grace period of one week, of half percent (0.5%) of the CONTRACT Price per full calendar week or part thereof of delay. Such payment shall be made without any set-off or deduction by CONTRACTOR whatsoever or COMPANY shall have the right (i) to deduct or set off the applicable liquidated damages amounts from sums’ due or to become due to CONTRACTOR by COMPANY or (ii) to recover such monies as a debt,. 8.1.2 CONTRACTOR´ aggregate liability for liquidated damages for delay shall not exceed five percent (5%) of the CONTRACT Price. 8.2 In the event CONTRACTOR fails to pay or allow an amount in respect of any such Liquidated Damages, then such liquidated damages shall accrue interest at the rate specified in Article 4.5 from the date that any such payment is due until the actual date CONTRACTOR pays or allows the relevant amount to be paid. 8.3 The Parties have agreed that the amounts payable by CONTRACTOR to COMPANY pursuant to Article 8.1 represent the likely loss to COMPANY as a result of CONTRACTOR´s failure to meet its obligations under the CONTRACT and do not constitute a penalty under any applicable law but a are a genuine pre-estimate of the loss and damage which will be sustained by Company as a result of Contractor’s default or breach. 8.4 Notwithstanding the provisions of Article 8.3 above, in circumstances where damages for delay outlined in this Article 8 as being payable by CONTRACTOR are successfully challenged as constituting a penalty or otherwise cannot be enforced against Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page CONTRACTOR, the Parties agree that CONTRACTOR´s liability to COMPANY shall instead be for general damages at law, save that the liability of CONTRACTOR for delay in such circumstances shall not exceed an amount equal to t en percent (10%) of the CONTRACT Price. 8.5 CONTRACTOR overall liability whether based on contract, warranty, negligence, strict liability, tort, statute or common law shall be strictly limited to the CONTRACT Price. 8.6 For the avoidance of doubt and subject to Article 8.5, all of COMPANY´s rights and remedies in respect of a breach of CONTRACTOR´s obligations under the CONTRACT are preserved except for Article 8.1 if CONTRACTOR has paid liquidated damages for delay to the level of the limit specified in 8.1. ARTICLE 9 FACTORY INSPECTION, ON SITE PERFORMANCE TEST AND AUDIT 9.1 COMPANY reserves the right and CONTRACTOR agrees to allow COMPANY or its designated third party contractor, to make inspections at any time during the manufacture of the Equipment. Upon prior five (5) day written notice, COMPANY’s representative shall be provided access to CONTRACTOR’s facilities to obtain information on the Equipment production progress and make inspections. Such access shall be limited to areas concerned with the Equipment. CONTRACTOR shall make its best efforts to ensure COMPANY has access to its CONTRACTOR’s facilities for the purposes described here above. 9.2 COMPANY’s inspection of the Equipment and any comment, verification and/or approval made by COMPANY’s inspector or its failure to inspect does not relieve CONTRACTOR of its obligations to fulfill the requirements of this Contract, nor is to be construed as acceptance by COMPANY. 9.3 According to the FCA, Incoterms 2010, inspection of the Equipment, organised and paid by COMPANY, may be carried out before shipment. CONTRACTOR shall be notified of such inspection at least five (5) days in advance. Claim, if any, shall be sent by facsimile to CONTRACTOR and confirmed by registered airmail together with supporting documents. 9.4 After completion, delivery and after the Equipment has been tied into COMPANY’s oil field production facilities and after the operation has stabilized, COMPANY’s operators have acquired reasonable skill, and the fluids to be processed have stabilized as to quantities and impurities (i.e. completion fluids, etc) the Equipment shall be inspected and performance tests shall be jointly performed by the representatives of both Parties and COMPANY's operating personnel. 9.5 If when first tested any Equipment does not meet the functional requirements per CONTRACT specifications, CONTRACTOR shall, within the first thirty (30) days next following such test, be afforded seven (7) continuous days of unimpeded access to the Equipment to undertake all necessary corrective action on the Equipment. The Equipment will be re- tested when CONTRACTOR so requests, but in any event at the end of the thirty (30) day period. 9.6 All performance tests shall be performed with the utilities (such as steam, water, electricity, etc.) supplied by COMPANY, under CONTRACTOR's Technical Instructions and with the operating COMPANY's personnel and CONTRACTOR’s personnel on Site and at COMPANY’s cost. 9.7 If a re-test is required and to the extent CONTRACTOR was the cause of such re-test, the actual cost of the re-test shall be borne by CONTRACTOR. The actual cost of the re-test shall mean (1) cost of special test personnel or special operating personnel provided by COMPANY, (2) cost of special instrumentation and equipment (including rental cost) and including required calibration of the instrumentation, and (3) CONTRACTOR’s personnel cost, but in no event whatsoever will CONTRACTOR be responsible for the cost of fuel and COMPANY’s operating personnel. 9.8 After the Completion and test run are fully verified in conformity with the requirements of the Technical Documents, COMPANY shall issue the certificate of acceptance. 9.9 In the event CONTRACTOR be unable to make all or part of the Equipment conforming to the CONTRACT, COMPANY reserves the right, after an unsuccessful written notice to CONTRACTOR, to reject all or part of the Equipment which shall be automatically transferred back to CONTRACTOR and CONTRACTOR shall hold COMPANY harmless from any damage caused to COMPANY as a result of the rejection of the Equipment 9.10 To verify CONTRACTOR’s compliance with the Contract, COMPANY may, at its sole expense, audit CONTRACTOR’s records and those of its sub-contractors and sub-CONTRACTORs including all books, papers, documents, agreements, and any other information that may have an effect on or be related to the CONTRACT. CONTRACTOR shall co- operate fully in furnishing all such requested records. COMPANY shall have the right to obtain statements from any of CONTRACTOR’s personnel who may have information necessary to conduct or complete any such audits. All audits shall be conducted during normal business hours. In the context of this Article, “COMPANY” shall include, where relevant, COMPANY’s co-licencees and co-venturers. ARTICLE 10 CHANGE IN THE CONTRACT 10.1 COMPANY shall have the right to order any CHANGE which shall be instructed in writing. 10.2 Upon receipt of an instruction pursuant to Article 9, where CONTRACTOR believes the CHANGE shall impact on the CONTRACT Price and/or the Delivery Date, CONTRACTOR shall promptly provide all necessary documentation to COMPANY to substantiate such impact using a CHANGE ORDER REQUEST FORM. Notwithstanding that agreement may not have been reached as to such impact, CONTRACTOR shall, if so requested in writing by COMPANY, implement it and proceed as soon as reasonably practicable and in no event later than seven (7) DAYS with performance of the VARIATION. 10.3 In the event that CONTRACTOR considers that an occurrence has taken place for which it is entitled to receive a CHANGE ORDER or that it is in receipt of any document or instruction which constitutes a CHANGE, it shall promptly provide all necessary documentation to COMPANY to substantiate the existence of a CHANGE and the impact thereof on the CONTRACT Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page Price and/or the Delivery Date using the CHANGE ORDER REQUEST FORM. Any request for a CHANGE ORDER shall be notified in writing to COMPANY within seven (7) calendar days of the occurrence or the receipt of such document or instruction, as the case may be, failing which no CHANGE ORDER shall be permitted in respect of the relevant occurrence document or instruction. Notwithstanding that agreement may not have been reached as to whether such occurrence document or instruction constitutes a VARIATION or on the impact thereof, CONTRACTOR shall, if so requested in writing by COMPANY, implement it as soon as reasonably practicable and in no event later than seven (7) DAYS and proceed diligently with performance thereof. The implementation of a CHANGE shall expressly not be delayed pending any granting of any extension of time for the Delivery Date, any adjustment to the CONTRACT Price or resolution of any dispute in relation to such CHANGE. 10.4 Upon receipt of substantiation documentation satisfactory to COMPANY, COMPANY shall confirm in writing using the CHANGE ORDER REQUEST FORM to CONTRACTOR its assessment of such request and where applicable, effects of such CHANGE (if any) on the Delivery Date and/or CONTRACT Price. In the event of agreement by the COMPANY that a CHANGE has occurred that impacts on the Delivery date and/or CONTRACT Price, COMPANY shall issue a CHANGE ORDER or an AMENDMENT as applicable. 10.5 Pending agreement of the effect of the CHANGE (if any) on the Delivery Date and/or CONTRACT Price, and without prejudice to the rights of the respective PARTIES, and if Exhibit II (Contract Price) do not contain applicable rates or the said rates are inappropriate or not directly applicable to the CHANGE in question, COMPANY shall determine the reasonable basis for adjustment taking due consideration of the CHANGE. 10.6 Changes to the general pricing structure and/or rates, variations beyond the general scope of WORK under the CONTRACT, and/or changes to the terms of the CONTRACT shall not be the subject of a CHANGE ORDER and shall only be authorised by the issue of an AMENDMENT. 10.7 For the avoidance of doubt, additional time or cost with complying instructions and notices issued by COMPANY to CONTRACTOR to comply with CONTRACTOR’s contractual obligations shall not be the basis of a CHANGE. 10.8 In any case where the CONTRACTOR is instructed to proceed with a CHANGE prior to determination of the adjustment to CONTRACT Price. The CONTRACTOR shall keep records of all costs associated with undertaking the CHANGE and time expended as verified by the COMPANY failing which no CHANGE shall be permitted in respect of the relevant occurrence document or instruction. Such records shall be open to COMPANY at all reasonable times. 10.9 Any CHANGE to be performed by CONTRACTOR (including the replacement or repair of any item of Equipment) resulting from examination or rejection as referred to in Article 9.6 shall not be regarded as a change in the CONTRACT and shall not entitle CONTRACTOR to any revision of the CONTRACT Delivery Date. Any costs involved in such change in the CONTRACT shall be for CONTRACTOR´s account. ARTICLE 11 DELIVERY PACKING AND MARKING 11.1 EQUIPMENT shall be delivered, carriage paid, in accordance with the CONTRACT and to Delivery Point specified in the CONTRACT (or to such other place as agreed by COMPANY in writing). 11.2 If the EQUIPMENT are not delivered by the Delivery Date with a grace period of one week then, without prejudice to any other rights which it may have, such failure shall constitute a material breach of the CONTRACT and COMPANY shall have the right to apply Liquidated Damages from one week after the CONTRACT COMPLETION DATE in accordance with Article 8 and/or terminate the CONTRACT in whole or in part in accordance with the provisions of Article 17 (Termination). 11.3 CONTRACTOR shall be responsible to take all precautionary measures in CONTRACT to have the Equipment appropriately packed and shall take all measures to protect the Equipment from moisture, rain, rust, corrosion and shock according to their different shapes and special features to ensure the Equipment safe arrival at the Site without any damage or corrosion. 11.4 In accordance with the characteristics and different requirements in loading, unloading and shipping different Equipment, the package shall indicate the shipping instructions, gross/net weight and measurement (number of container), be conspicuously marked with "Handle with care", "Right side up", "Keep dry", etc. in English and with appropriate international trade practice marks, illustrative marks and number of packages. A packing slip and a commercial invoice in English shall be included with each shipment. 11.5 The Technical Documentation provided by CONTRACTOR shall be properly packed to withstand numerous handlings, long-distance transportation and to protect damages from moisture and rain. Two (2) copies of detailed list marking series n°, code, names and pages of documentation shall be enclosed in each parcel of the Technical Documentation. 11.6 No charge of any kind, including, but not limited to, charge for shipping, handling, packaging or insurance shall be allowed unless specified and agreed by COMPANY. 11.7 Manufacturer´s Data Record (“MDR”) shall be submitted by CONTRACTOR to COMPANY. The MDR shall comprise all applicable technical and quality system documentation commensurate with the manufacture of the Equipment and the manufactured equipment. The MDR shall be submitted as two (2) bound hard-copies and two (2) electronic copies on CD, with a directory structure in accordance with approved MR index. Submission shall take place four (4) weeks after ex-works shipment of all Equipment. The MDR index shall be submitted to COMPANY for approval. ARTICLE 12 TAXES 12.1 CONTRACTOR assumes at all times full and exclusive liability for payment (which shall not be passed on to COMPANY) of all taxes, withholding taxes, duties, levies, charges and contributions assessed against him in connection with any payment due to him, pursuant to this CONTRACT as imposed by any local and/or national government authority in the Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page country of origin of the Equipment and in the Kurdistan Region of Iraq in connection with or arising out or in any way related to the performance of this CONTRACT. 12.2 CONTRACTOR agrees to defend, indemnify and hold harmless COMPANY against any and all claims, liabilities, demands, causes of action, judgements, costs, expenses, damage, suits or proceedings (including all costs and legal fees), sums, amounts or liability for income, corporate, turnover, excess profits and other taxes and fines, penalties and interest thereon assessed or levied by any local and/or national government authority including the Kurdistan Region of Iraq, against CONTRACTOR or against COMPANY for or on account of any payment made to or earned by CONTRACTOR hereunder. 12.3 If COMPANY is required to pay any levies, charges, contributions, taxes, penalties, fines or interest of the types referred to in Articles 12.1 and 12.2 whether with respect to CONTRACTOR and/or any sub-CONTRACTOR or other person, COMPANY may recover such sums from CONTRACTOR and all costs incurred by COMPANY in connection therewith. 12.4 CONTRACTOR shall pay all withholding taxes, import charges, customs and excise duties imposed on the Equipment in the Kurdistan Region of Iraq, including clearing and brokerage charges if supplies are to Iraq. CONTRACTOR shall be responsible for preparing the export documentation and formalities in relation to the Equipment as well as all costs and expenses relating to the preparation of the export documentation of Equipment from the country of exportation. 12.5 The CONTRACT Price stated herein include all taxes, withholding taxes and duties of any nature whatsoever, including without limitation, any local, regional, state and federal taxes including the Kurdistan Region of Iraq, if any, applicable to CONTRACT, the Contract, the Equipment supplied, or the proceeds paid hereunder, unless otherwise expressly stated herein. ARTICLE 13 LIABILITIES AND INDEMNIFICATION 13.1 CONTRACTOR shall be liable for and hold harmless, protect, defend and indemnify COMPANY from and against any and all claims, liabilities, demands, causes of actions, judgments, costs, expenses, damage, suits or proceedings (including all costs and legal fees) of every kind and character for: 13.1.1 loss or damage or destruction to the property of CONTRACTOR howsoever caused arising out of or in connection with the CONTRACT. 13.1.2 personal injury, including fatal injury, sickness and death and/or disease to CONTRACTOR’s personnel howsoever caused arising out of or in connection with the CONTRACT. 13.1.3 loss or damage or destruction to the Equipment prior to the Delivery Date howsoever caused arising out of or in connection with the CONTRACT. CONTRACTOR´s sub-contractors and CONTRACTORs if any and their respective employees, servants, officers, directors and agents, shall, for the purpose of this Article 13.1 be deemed to be CONTRACTOR´ s employees. This indemnity shall apply even if the cause of the injuries (including death), loss or damage was the negligence or breach of duty, statutory or otherwise, of COMPANY and CONTRACTOR shall not seek contribution from COMPANY for such reason even if caused by the active, passive, concurrent or solely negligent acts or omissions of COMPANY except that where COMPANY's Gross Negligence or Wilful Misconduct has directly caused loss to CONTRACTOR's personnel or property, COMPANY shall indemnify CONTRACTOR only for those sums in excess of the financial limits set by CONTRACTOR's insurance policies. 13.2 COMPANY shall be liable for and hold harmless, protect, defend and indemnify CONTRACTOR from and against any and all claims, liabilities, demands, causes of actions, judgments, costs, expenses, damage, suits or proceedings (including all costs and legal fees) of every kind and character for: 13.2.1 loss or damage or destruction to the property of COMPANY howsoever caused arising out of or in connection with the CONTRACT. 13.2.2 personal injury, including fatal injury, sickness and death and/or disease to COMPANY’s personnel howsoever caused arising out of or in connection with the CONTRACT. COMPANY´s sub-contractor and CONTRACTORs if any and their respective employees, servants, officers, directors and agents shall, for the purpose of this Article 13.2 be deemed to be COMPANY´ s employees. This indemnity shall apply even if the cause of the injuries (including death), loss or damage was the negligence or breach of duty, statutory or otherwise, of CONTRACTOR and COMPANY shall not seek contribution from CONTRACTOR for such reason even if caused by the active, passive, concurrent or solely negligent acts or omissions of CONTRACTOR except that where CONTRACTOR's Gross Negligence or Wilful Misconduct has directly caused loss to COMPANY's personnel or property, CONTRACTOR shall indemnify COMPANY only for those sums in excess of the financial limits set by COMPANY's insurance policies. 13.3 Without prejudice to any of the other express liability or indemnity provisions of this Contract, each Party shall be responsible for any and all claims, liabilities, demands, causes of actions, judgments, costs, expenses, damage, suits or proceedings (including all costs and legal fees) of every kind and character resulting from: 13.3.2 personal injury, including fatal injury, sickness and death and/or disease to a third party; 13.3.3 loss or damage to the property of a third party, to the extent resulting directly from the negligence of the Party and/or to the extent a Party is at fault in accordance with applicable law. The term third party shall not include any entity or person forming part of CONTRACTOR or COMPANY. Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page 13.4 Neither Party hereunder shall be liable to the other and hold harmless and indemnify the other party from and against any consequential loss or damage including but not limited to direct or indirect, special, consequential, exemplary or punitive loss, damage or injury, whether, including, without limitation, delay or curtailment of operations, pollution, loss of revenue, profit or anticipated profits, downtime costs whether or not due in whole or in part to the negligence or breach of duty, statutory or otherwise, of the other Party arising out of, or in connection with the Contract, regardless of negligence, breach of contract. 13.5 In the event such damage, loss or injury is caused by the joint or concurrent negligence of CONTRACTOR and COMPANY, the loss shall be borne by each Party in proportions to its negligence. 13.6 For the purpose of this Article 13, the benefit of any indemnity given in favour of CONTRACTOR or COMPANY shall include their respective personnel, employees, officers, directors, CONTRACTORs, sub-contractors, joint venture partners, associates, affiliates, servants, agents and assigns whether individually or collectively. Either Party may commence proceedings in its own name to enforce such indemnities given in favour of any of the aforementioned persons or entities. The indemnities expressed in this Article shall survive the termination of this CONTRACT. 13.7 CONTRACTOR's aggregate liability to COMPANY, whether for negligence, breach of contract, misrepresentation, warranty, product liability or otherwise, shall in no circumstances exceed the cost of Equipment which gives rise to such liability as determined by the net price invoiced to COMPANY for such Equipment. 13.8 The advice, information, comments and/or approvals transmitted by COMPANY during the manufacture of the Equipment, or lack thereof, shall not release CONTRACTOR from any of its obligations and liabilities. ARTICLE 14 WARRANTIES 14.1 CONTRACTOR shall ensure and warrant that all the Equipment shall, when delivered, be (i) conform as to quantity, quality, specification, and description with the particulars detailed in the Contract, (ii) new and unused, of correct design and workmanship, free from defects in material, workmanship, (iii) fit for the intended purpose for the use intended in accordance with the technical specifications set out in the CONTRACT unless in case of refurbishment items otherwise agreed by COMPANY, and (iv) conveyed to COMPANY with good title free of all liens, charges and encumbrances. 14.2 CONTRACTOR shall, without limitation to COMPANY´s other legal rights, make all the necessary alterations, repair, and/or make good any shortage or non-delivery and/or, as appropriate, replace or repair, correct, rectify or refurnish any damaged or defective Equipment at its own cost without cost to COMPANY any part of the Equipment which proves deficient or fail to meet performance criteria due to faulty workmanship on the part of CONTRACTOR and shall furnish any part of the Equipment which should have been furnished and has not been furnished of which CONTRACTOR is notified in writing within twelve (12) months after acceptance of the Equipment by COMPANY. Any re-performed service or repaired or replacement part furnished under this warranty shall carry warranties on the same terms as set forth above. 14.3 CONTRACTOR warrants that the Equipment shall be free from defects in material and workmanship for a period of twelve (12) months from the Delivery Date subject to the following conditions: (i) CONTRACTOR shall not be liable for any defect arising out of or in connection with any specification and any other information supplied by or on behalf of COMPANY; (ii) CONTRACTOR shall not be liable for any defect arising out of or in connection with ordinary wear and tear; misuse or negligence of COMPANY, its agents, other CONTRACTORs or any third party (including without limitation failure to follow CONTRACTOR's instructions); abnormal contracting conditions; or, alteration or repair of the Equipment by COMPANY without CONTRACTOR's express written consent or using spare parts not approved by CONTRACTOR; (iii) the warranty by CONTRACTOR shall apply in favour of Equipment and shall also extend to any subsequent owner of the Equipment; (iv) the warranty by CONTRACTOR shall not extend to Equipment not manufactured, in whole or in part, by CONTRACTOR, in respect of which COMPANY shall be entitled to the benefit of any warranty or guarantee given by the manufacturer to CONTRACTOR. 14.4 CONTRACTOR warrants that the Equipment hereunder shall be manufactured in accordance with any statute, laws, regulations, ordinances, contracts, standards and codes in effect in the European Union and the United States of America and the state of the art, applicable to the Equipment covered hereunder, and shall be performed in accordance with sound technical principles and prudent business custom and usage. CONTRACTOR shall indemnify and hold COMPANY harmless from and against any and all liability, damages, claims, fines, penalties and expenses directly associated therewith arising out of or resulting from violation by CONTRACTOR or its personnel of such any statutes, laws, regulations, ordinances or contracts. 14.5 CONTRACTOR shall expressly guarantee that the spare parts or those of equal functionality shall be available for a period of ten (10) years from the start-up of the Delivery. 14.6 CONTRACTOR shall comply with the procedures specified by government agencies or qualified organisations governing the manufacture of the Equipment and to provide evidence of such compliance upon request. CONTRACTOR has the obligations to carry out controls, test and actions stipulated by the regulations applicable to the Equipment and to constitute the files required by the competent authorities to that effect as stated in the Scope of Work. 14.7 CONTRACTOR shall be responsible and shall pay for the recruitment, replacement and management of all its personnel and shall be responsible for its employee´s wages, social charges, insurance, bonuses, benefits and allowances and, in general, any salary expenses and taxes or duties and other legal duties in connection therewith. 14.8 CONTRACTOR warrants that the Equipment shall have been produced, sold and delivered in strict compliance with all applicable laws, regulations, labour agreements, working conditions and technical codes, specifications or requirements which are relevant or to which the Equipment is subject. Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page ARTICLE 15 INSURANCE 15.1 CONTRACTOR and/or its subcontractors and/or CONTRACTORs shall take out and maintain or procure the taking out and maintenance during the performance of its obligations under the CONTRACT all the necessary insurance policies (before the implementation of the Contract) insurance which must be legal and valid in the country(ies) where the CONTRACT is to be carried out: a) adequate insurance to cover the Equipment and its transportation until and to the Delivery Point; b) adequate insurance covering any risk of loss and/or damage, destruction, and the financial consequences thereof, to CONTRACTOR´s property including construction equipment; c) a product liability policy covering after the delivery of the Equipment, any loss and/or damage and the financial consequences thereof caused to third parties, including COMPANY and its subcontractors, and originating in a fault, error or omission attributable to CONTRACTOR during the implementation of the CONTRACT; d) in case CONTRACTOR is present at the Site adequate motor vehicles liability insurance for all owned or non-owned vehicles in the care, custody or control of CONTRACTOR, policies covering its personnel in while in the Kurdistan Region of Iraq; e) any insurance which may be required by any applicable law, including but not limited to such insurance for or with respect to CONTRACTOR´s personnel (social security, workmen compensation, employer’s liability, etc.), third parties or the CONTRACT and Equipment; f) a Comprehensive General Liability policy covering any loss and/or damage and the financial consequences thereof caused to third parties including COMPANY and its Affiliates and subcontractors and originating in any action or negligence attributable to CONTRACTOR during the implementation of the CONTRACT and the CONTRACT. 15.2 Upon request, CONTRACTOR shall furnish COMPANY with certificates of its insurance and proof of appropriate premium being paid. COMPANY, its Affiliates and co-ventures, if any, and their employees, servants, directors, officers and agents shall be named as additional insured in each of CONTRACTOR´s insurance policies. 15.3 CONTRACTOR cannot invoke any lack in its insurance coverage or any failure of its insurers to escape its obligations under the CONTRACT. ARTICLE 16 ASSIGNMENT 16.1 COMPANY shall have the right to assign this CONTRACT at any time in whole or in part, without CONTRACTOR´ s consent, to any of its Affiliates or an engineering company or construction contractor under contract with COMPANY for the installation of the Equipment. 16.2 Subject to COMPANY’s written consent, CONTRACTOR may assign its rights and delegate its obligations under this CONTRACT to an Affiliate. The rights, obligations, benefits or interests resulting from this CONTRACT shall not be assignable by either Party without the other party’s prior written consent, except that COMPANY may assign this CONTRACT in whole or in part to any of its Affiliates as per Article 16.1. ARTICLE 17 DURATION AND TERMINATION 17.1 This CONTRACT shall become effective as from the signature of the CONTRACT and shall terminate at the end of the Mechanical Guarantee Period unless otherwise agreed between the Parties. 17.2 COMPANY shall have the right to terminate the Contract: 17.2.1 at any time for its convenience by written notice with respect to the Equipment until such Equipment has been delivered to COMPANY whichever. Such termination shall be effective upon receipt by CONTRACTOR of written notice of termination. 17.2.2 for cause in the event CONTRACTOR: (1) or its business is sold in its entirety or partially, divested, farmed-out or spin-off, CONTRACTOR becomes insolvent, bankrupt, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the benefit of its creditors; (2) A significant change in the legal structure of CONTRACTOR's and/or its parent company direct or indirect ownership which results, in the opinion of COMPANY, in the reduction of CONTRACTOR´s technical or financial guarantees and/or capabilities and those provided by said parent company to CONTRACTOR. (3) substantially breaches and fails to comply or perform its obligations hereunder (such as failure to achieve Delivery Date, non payment of Liquidated Damages pursuant to Article 8) provided that COMPANY shall first have provided CONTRACTOR with written notice of the nature of such breach and COMPANY’s intention to terminate the CONTRACT as a result of such breach, and that CONTRACTOR shall have failed within fifteen (15) days after receipt of such notice (or such extended period as is considered reasonable by the Parties) either (i) to commence to cure such breach and diligently thereafter to pursue such cure, or (ii) to provide reasonable evidence that no such breach has occurred; Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page (4) pursuant to Article 22.3. 17.3 In the event of termination, CONTRACTOR shall be entitled to and COMPANY shall pay CONTRACTOR for that portion of the CONTRACT Price allocable to the Equipment properly delivered or performed prior to termination, including with the reimbursement of all cost associated with already issued PO and/or ordered materials/services by the CONTRACTOR to its suppliers specifically for this CONTRACT/Equipment, documentary evidence of GKPI project / Contract references on all documents and such shall be provided. If the payments received by CONTRACTOR as of the date of such termination are in excess of such portion of the CONTRACT Price, CONTRACTOR shall return the excess of such payments to COMPANY. In addition, CONTRACTOR shall pay to COMPANY an amount equal to the difference between that portion of the CONTRACT Price allocable to the terminated Equipment and such actual and reasonable amount paid by COMPANY to another vendor of equipment comparable to those terminated. 17.4 The termination of the CONTRACT for any reason whatsoever shall not entitle CONTRACTOR to any indemnity or penalty from COMPANY. ARTICLE 18 CONFIDENTIAL INFORMATION CONTRACTOR undertakes that it shall treat as strictly confidential and prevent any disclosure to any third party of any and all data and information, whether of a technical, commercial or economic nature obtained hereunder relating to the oil fields and to any of COMPANY’s business, during the term of this CONTRACT and for a period of three (3) years thereafter. Data and information that is obtained by either Party in the ordinary course of its business from independent third parties not in violation of a confidentiality obligation to or for the benefit of the Parties´ collaboration under the CONTRACT or that which is in the public domain through no wrongful act of such Party shall not be considered confidential. No news release or advertisement of any kind relative to CONTRACT, the CONTRACT or the subject matter thereof shall be given to the world, national or trade press or news media without the prior written consent of COMPANY. ARTICLE 19 TRANSFER OF OWNERSHIP 19.1 Subject to receipt by CONTRACTOR of the related payment in accordance with Article 4, COMPANY shall acquire the exclusive ownership, title of all the Equipment as supplied and manufactured by CONTRACTOR when CONTRACTOR delivers and make such Equipment cleared for import and available from the Delivery Point and all obligated payments have been made by COMPANY to CONTRACTOR in accordance with the DAP (“Delivery at Place”) or EXW (Exworks) Incoterms 2010. Risk of loss shall pass to COMPANY as per such DAP or EXW Incoterm. To this end the Equipment shall be guaranteed to be free of any lien, encumbrance or pledge of any nature. 19.2 If this CONTRACT is terminated for the convenience of COMPANY in accordance with Article 17, title to the Equipment shall pass to COMPANY upon payment of termination charges calculated in accordance with the CONTRACT. 19.3 CONTRACTOR shall remain responsible for risk of loss or damage to each item of Equipment or spare parts until such item has been delivered to the agreed upon Point of Delivery and title to such item has passed to COMPANY. ARTICLE 20 COPYRIGHT AND PATENT 20.1 CONTRACTOR shall indemnify and hold harmless COMPANY, its Affiliates and their respective directors, officers, employees, servants and agents against all claims or liabilities validly instigated by any third party, patent or copyright holders of patents and licences on industrial and/or intellectual rights for infringements occurred under the performance of the CONTRACT and CONTRACTOR agrees to reimburse COMPANY for any costs, damages or expenses of any nature including without limitation legal fees incurred by COMPANY from such alleged copyright infringement. 20.2 CONTRACTOR shall indemnify COMPANY in the event of the Equipment’ actual infringement of the rights of any third party, except if the infringement is caused by drawings, designs, specifications, plans or other information supplied to CONTRACTOR by or on behalf of COMPANY. In the event the Equipment are or may be subject to third party rights, CONTRACTOR transfers to COMPANY only such title as CONTRACTOR may have. CONTRACTOR shall have the option to replace any infringing Equipment with non-infringing Equipment or to modify the Equipment so that it is non-infringing. APPLICABLE 21 LAW AND ARBITRATION 21.1 This CONTRACT shall be governed by and construed in accordance with the laws of England and Wales excluding its conflict of law rules, provided that any provision of such laws invalidating any provision of this CONTRACT or modifying the intent of the Parties as expressed in this CONTRACT shall not apply. 21.2 Any dispute or difference between the Parties arising from or in connection with this CONTRACT or the breach, or validity thereof, which cannot be amicably settled by agreement of the Parties within thirty (30) days following notice of dispute, shall be referred to senior management of the Parties for resolution. In the event the dispute has not been resolved within thirty (30) days following referral to senior management, or such longer period as the Parties may mutually agree, then the dispute shall be resolved by three arbitrators under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference to this Article. Each Party shall nominate one arbitrator and the two arbitrators so nominated shall, within thirty (30) calendar days after confirmation, appoint the third arbitrator who shall be the Chairman of the arbitration panel so constituted. The arbitrators shall be required to follow applicable law. The arbitrators shall explain their awards by providing to the Parties written findings of facts and conclusions of law. Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page 21.3 The arbitration shall take place in London, United Kingdom, and the language to be used in the arbitral proceedings shall be English and the arbitrators shall apply the laws of England and Wales. The Parties undertake to keep strictly confidential the contents of the arbitral proceedings. ARTICLE 22 FORCE MAJEURE 22.1 Neither Party shall be liable for any failure to fulfil any obligation under the CONTRACT and its liability to perform such obligation shall be suspended if, for as long as and to the extent that, fulfilment has been interfered with, hindered, delayed or prevented by any circumstance whatsoever which is not reasonably within the control of such Party, including but not limited to acts of God, acts or failure to act of governmental authorities, observance of legal provisions of a mandatory nature to which the Party affected may be subject, fires, severe weather conditions, earthquakes, floods, war, epidemics, civil unrest, riots, strikes or other labour disturbances (other than those which affect only the employees of CONTRACTOR or its CONTRACTORs), provided, however, that the aforesaid provision shall not apply to: (1) any obligation to make payments under the Contract; (2) to particularly difficult or onerous implementation of the CONTRACT, contractual commitment made by CONTRACTOR to third parties which limits the ability of CONTRACTOR to perform the WORK under the Contract, causes attributable to CONTRACTORs, subcontractors, and generally to any person dependent on, and/or working for CONTRACTOR and non-performance or malperformance by CONTRACTOR' s Subcontractor(s) and any defect of the Equipment attributable to defective Materials and/or means used for the implementation of the CONTRACT; (3) a strike, work to rule, slow, obstructive or disruptive conduct or other labour disturbance affecting the work and/or Equipment restricted solely to CONTRACTOR' s or subcontractor's personnel; (4) breakdown of any equipment, material or other facilities or devices used by CONTRACTOR or its subcontractors unless in itself caused by a Force Majeure event; and (5) inclement weather typical for the operating area excluding hurricanes and typhoons; 22.2 The Party affected shall promptly notify the other Party of the occurrence of the circumstances and of the obligation affected. The Parties shall consult if so requested by either of them. If and for as long as the performance of a material part of CONTRACTOR´ s obligations under the CONTRACT are suspended. COMPANY´ s payment under Article 4 shall be suspended and the Delivery Date shall be extended for a period of time necessary to overcome the effect of such Force Majeure occurrence. 22.3 If the performance of a material part of the obligations of a Party under the CONTRACT has been suspended for a period of one (1) month or more, due to circumstance falling within Article 22.1 and the Parties have not agreed upon a revised basis for continuing the CONTRACT at the end of the delay, then either Party shall be entitled to terminate the CONTRACT at any time thereafter during the duration of such suspension by giving written notice to that effect to the other Party. All amounts which, have fallen due on or before the effective date of such termination (whether or not all of the instalments, if any, in respect of such amounts have become payable) shall be paid by COMPANY to CONTRACTOR immediately upon such termination. ARTICLE 23 NOTICES 23.1 All instructions, notices, authorisations and approvals, document and specifications pertaining to this CONTRACT shall be in writing and in the English language. All notices to any Party shall be sufficient when delivered in person or by courier or sent by registered or certified mail, internet e-mail transmission (receipt confirmed), by facsimile transmission (receipt confirmed) to the Party at the following address: CONTRACTOR: ------------------------------------- ------------------------------------- ------------------------------------ COMPANY: Gulf Keystone Petroleum International Ltd 3rd Floor, UB Centre, Bakhtyari, Erbil Kurdistan Region, Iraq Telephone: + 964 750 755 3111 Attention: Mr Andrew Thomson Email: [email protected] 23.2 Any registered mail or courier notices will be deemed received on the date received, any certified mail will be deemed received twenty-one (21) days after post mark, any e-mail or facsimile will be deemed received the day of receipt. Documentation which is to be forwarded within the limitations or with special urgency shall be dispatched by express courier (such as DHL, UPS, etc.). Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page ARTICLE 24 ANTI BRIBERY 24.1 CONTRACTOR irrevocably and unconditionally represents and warrants that: it will comply with all applicable laws in respect of the performance of its obligations under the Contract, including without limitation, all applicable laws and regulations relating to taxation, exchange controls, customs matters, anti-bribery, anti- corruption, anti-trust, anti-money laundering, trade sanctions, financial sanctions and criminal matters which are applicable to COMPANY and/ or to CONTRACTOR, or to their respective parent companies, or to their respective affiliates, including, without limitation, the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, the Corruption of Foreign Public Officials Act (Canada) and successor legislation, legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or the United Nations Convention Against Corruption. CONTRACTOR and any members of its CONTRACTOR group shall not engage in any activity, practice, or conduct, which could contravene any of the laws and regulations referred to in paragraph above, it has in place and will maintain adequate procedures to prevent any act of bribery (which have been prepared to comply with Ministry of Justice's Guidance about procedures which relevant commercial organisations can put in place to prevent persons associated with them from bribing) being committed by it and to ensure compliance with local law. its responses to COMPANY’s anti-bribery due diligence and enquiries are complete and accurate, neither CONTRACTOR nor any member of CONTRACTOR’ group have been convicted of any offence involving bribery or corruption, fraud or dishonesty, none of CONTRACTOR group who are performing work in connection with this CONTRACT is a foreign public official (as defined by the UK Bribery Act 2010), that no foreign public official owns a direct or indirect interest in CONTRACTOR’s group, and that no foreign public official has any legal or beneficial interest in any payments made by COMPANY, CONTRACTOR shall promptly notify COMPANY if, at any time during the term of this Contract, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in this Article at the relevant time, 24.2 CONTRACTOR agrees that CONTRACTOR group will not do, or omit to do, any act that will cause or lead COMPANY to breach its Policy on Business Conduct and Ethics. On an annual basis following the Effective Date of Commencement of the Contract, CONTRACTOR will certify to COMPANY in writing signed by an officer of CONTRACTOR, compliance with this Article by CONTRACTOR group who are performing the work in connection with this CONTRACT. CONTRACTOR shall provide such supporting evidence of compliance as CONTRACTOR may reasonably request. 24.3 During the term of this CONTRACT and following its expiry or termination, CONTRACTOR will promptly report to COMPANY if CONTRACTOR becomes aware that any bribe or improper payment has been requested, demanded, offered, accepted, paid or received in relation to the work or if CONTRACTOR has reasonable grounds to believe that any such bribe or improper payment has been requested, demanded, offered, accepted, paid or received. In such a circumstance, CONTRACTOR shall also cooperate in good faith with any investigations which COMPANY may seek to initiate in CONTRACT to determine whether any such bribe or improper payment has been requested, demanded, offered, accepted, paid or received. During the term of this Contract, CONTRACTOR agrees to keep books, accounts and records of all financial transactions made pursuant to this CONTRACT. CONTRACTOR will not make any off-the-book accounts, payments or expenditures. CONTRACTOR shall retain such books, accounts and records for a period of forty-eight (48) months following the expiry or earlier termination of this CONTRACT. In addition to the rights under this Article 24, CONTRACTOR shall permit COMPANY and its third party representatives, on reasonable notice during normal business hours, but without notice if there are reasonable grounds to suspect a breach of this Article, to access and take copies of CONTRACTOR’s records and any other information held at CONTRACTOR's premises and to meet with CONTRACTOR's personnel to audit CONTRACTOR's compliance with its obligations under this Article. Such audit rights shall continue for forty-eight (48) months after termination of this CONTRACT. CONTRACTOR shall give all necessary assistance to the conduct of such audits during the term of this CONTRACT and for a period of forty-eight (48) months after termination of this CONTRACT. No subcontract shall be entered into without the prior written approval of COMPANY in accordance with Article 32. Any subcontract shall be recorded in writing and shall impose and secure for the subcontractor obligations, liabilities, undertakings, warranties, acknowledgements and grants of rights equivalent to this imposed on and secured from CONTRACTOR in this Article. COMPANY may withhold any payments which are payable to CONTRACTOR under this CONTRACT and COMPANY may also suspend this CONTRACT at any time and without liability if it believes, in good faith, that CONTRACTOR has breached any of the obligations it has undertaken under this article. COMPANY may terminate this CONTRACT in accordance with Article 17 if it believes, in good faith and on reasonable grounds, that CONTRACTOR has breached any of the obligations it has undertaken pursuant to this article. CONTRACTOR shall be responsible for and shall save, indemnify, defend and hold harmless COMPANY against all losses, damages, costs, claims, liabilities and expenses (including legal and investigation expenses) incurred or arising in respect of any breach of the obligations set out in this article by CONTRACTOR. CONTRACTOR shall not give or offer or agree to give any person in the services of COMPANY any gift or consideration of any kind which is, or could be construed as being, an inducement or reward for doing or promising to do any act in relation to the obtaining or execution of this or any other CONTRACT with COMPANY or for showing or promising to show favour or disfavour to any person in relation to this or any other CONTRACT with COMPANY. CONTRACTOR and any of its Sub-Contractors shall adhere to the above in all its dealings with COMPANY and its employees and shall notify COMPANY immediately it becomes aware of any behaviour by COMPANY, its employees or any persons which is or may be, inconsistent with the above. Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page Without prejudice to any other rights which COMPANY may have, should CONTRACTOR or any of its Sub-Contractors violate the provisions of this Article 24, COMPANY shall have the right to terminate the CONTRACT with immediate effect and attribute such termination to the default of CONTRACTOR. ARTICLE 25 MISCELLANEOUS. 25.1 The waiver of any breach of any of the terms or conditions hereof shall not be deemed a waiver of any other or subsequent breach. No failure to exercise and no delay in exercising, on the part of any Party hereto, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof. 25.2 The terms and provisions contained in the CONTRACT and documents made a part hereof by express reference constitute the entire agreement among the Parties with respect to the subject matter hereof. The CONTRACT supersedes and terminates all previous undertakings, representations and agreements, both oral and written, between the Parties. 25.3 There shall be no modification or amendment of the CONTRACT except by written consent of the Parties, no promise, agreement, representation or modification to this CONTRACT shall be of any force or effect unless set forth or provided for in the CONTRACT or an amendment. 25.4 Conditions deviating from those in the CONTRACT shall be binding only if expressly made by COMPANY and approved by COMPANY. A general reference by CONTRACTOR to its general conditions, or others, shall not be considered equivalent to conditions expressly made. 25.5 If one or more provisions of the CONTRACT are invalid, the validity of the remaining provisions of the CONTRACT shall not be affected. 25.6 This CONTRACT has been drawn up in the English language and the English text shall be binding upon the Parties and all business of the Parties of whatever nature shall be conducted in English. 25.7 In the performance of the CONTRACT, CONTRACTOR shall at all times be acting as an independent Contractor and shall have no power or authority to commit, bind or incur any obligation on behalf of COMPANY. CONTRACTOR shall not be considered an agent of COMPANY for any purpose whatsoever, including tax and social security coverage and withholding in force in the country of CONTRACTOR. 25.8 All transactions shall be based strictly on service, quality and competitive price of materials. CONTRACTOR shall not pay any salaries, commissions or fees, or make any payment for rebates to any employee or officer of COMPANY, or to any designate thereof or favour any employee or officer of COMPANY or any designate with gifts or entertainment of significant cost or value, or enter into any business arrangements with any employee or officer of COMPANY other than as a representative of COMPANY. 25.9 COMPANY commits to this CONTRACT on its own behalf and as agent for and on behalf of its client and their co- venturers and co-licencees. CONTRACTOR agrees to look only to COMPANY for due performance of COMPANY’s obligations under this CONTRACT and COMPANY shall be entitled to enforce this CONTRACT on behalf of its clients and their co- venturers and co-licencees. 25.10 The provisions of the CONTRACT are for the benefit of the Parties hereto and not for any other third Party. 25.11 The following Articles shall survive termination of this Contract: Guaranties and Warranties, Liabilities and Indemnification, Taxes, Confidentiality, Copyright and Patent and Miscellaneous provisions. IN WITNESS WHEREOF this CONTRACT has been signed for and behalf of the Parties the day and year below written: For and on behalf of the COMPANY For and on behalf of the CONTRACTOR GULF KEYSTONE PETROLEUM CONTRACTOR INTERNATIONAL LIMITED Signatory: Signature: Name: Name: Position: Position: Date Date Contract No - 2190286 - Form of Contract - Provision of PLC Expansion Page