Professional Services GCOC (0306)

CONTRACT NO.

For

Between

QATAR PETROLEUM

and

PROF.SERVICES REV 3.0 (03/06) Page 1 of 39

INDEX TO GENERAL CONDITIONS OF CONTRACT ARTICLE NO. TITLE PAGE NO. ARTICLE 1 DEFINITIONS 4 ARTICLE 2 CONTRACT INTERPRETATION 6 ARTICLE 3 SCOPE OF SERVICES 7 ARTICLE 4 CONTRACTOR PERFORMANCE 8 ARTICLE 5 CONTRACTOR PERSONNEL 11 ARTICLE 6 INSPECTION, TESTING AND APPROVAL OF THE SERVICES 13 ARTICLE 7 EXECUTION PROGRAMME, COMPLETION AND ACCEPTANCE 14 ARTICLE 8 LIQUIDATED DAMAGES FOR DELAYED COMPLETION 15 ARTICLE 9 CONTRACT PRICE 16 ARTICLE 10 TERMS OF PAYMENT 16 ARTICLE 11 GUARANTEE OF SERVICES AND BANK GUARANTEE 18 ARTICLE 12 VARIATIONS 20 ARTICLE 13 REPRESENTATIVES 21 ARTICLE 14 ASSIGNMENT AND SUBCONTRACTING 22 ARTICLE 15 FORCE MAJEURE 24 ARTICLE 16 SUSPENSION 25 ARTICLE 17 TERMINATION 26 ARTICLE 18 LIABILITIES AND INDEMNITIES 27 ARTICLE 19 INSURANCE 30 ARTICLE 20 TAXES AND GOVERNMENT CHARGES 30


INDEX TO GENERAL CONDITIONS OF CONTRACT (Continued) ARTICLE NO. TITLE PAGE NO. ARTICLE 21 CONFIDENTIALITY AND SECRECY 31 ARTICLE 22 INVENTIONS AND LICENCES 32 ARTICLE 23 TITLE AND LIENS 33 ARTICLE 24 ACCOUNTING RECORDS AND AUDIT RIGHTS 34 ARTICLE 25 SEVERABILITY 35 ARTICLE 26 LAWS AND REGULATIONS 35 ARTICLE 27 SETTLEMENT OF DISPUTES 36 ARTICLE 28 SURVIVAL OF PROVISIONS 37 ARTICLE 29 PUBLIC RELATIONS 37 ARTICLE 30 NOTICES AND COMMUNICATIONS 38 ARTICLE 31 CONFLICT OF INTEREST AND BUSINESS ETHICS 38 APPENDICES

1. Appendix A - SCOPE OF SERVICES AND TECHNICAL INFORMATION 2. Appendix B - SCHEDULE OF PRICES AND RATES 3. Appendix C - INSURANCE 4. Appendix D - ADMINISTRATION INSTRUCTIONS 5. Appendix E - CONTRACTOR RESOURCES 6. Appendix F - DRAWINGS 7. Appendix G - CONTRACT EXECUTION PLAN


ARTICLE 1 - DEFINITIONS The following words and expressions shall have the meanings herein assigned to them. Further definitions not contained in this Article 1 shall apply to the document in which they are stated and subsequent documents. 1.1 “AFFILIATE” in relation to QP means a company or entity that is directly or

indirectly controlled by QP. 1.2 "CERTIFICATE OF COMPLETION" means that certificate issued by QP in

accordance with Article 7 when COMPLETION has been achieved". 1.3 “COMPLETION” means completion in accordance with Article 7. 1.4 “COMPLETION DATE” shall be the date shown as such on the CERTIFICATE

OF COMPLETION issued by QP in accordance with Article 7 on which the SERVICES were actually completed.

1.5 “CONTRACT” means the Form of Agreement, the General Conditions of

Contract and the following Appendices attached hereto and all incorporated documents.

Appendix A - Scope of Services and Technical Information

Appendix B - Schedule of Prices and Rates

Appendix C - Insurance

Appendix D - Administration Instructions

Appendix E - Contractor Resources

Appendix F - Drawings

Appendix G - Contract Execution Plan

1.6 “CONTRACT EXECUTION PLAN” means the plan shown in Appendix G which shall be adhered to by CONTRACTOR for the execution of the SERVICES.

1.7 “CONTRACTOR” means the party to the CONTRACT named as such in the

Form of Agreement. 1.8 “CONTRACTOR PERSONNEL” means all individuals whether employees of

CONTRACTOR or not, directly engaged on the SERVICES under the direct supervision of CONTRACTOR and shall include agency personnel engaged by CONTRACTOR.

1.9 "CONTRACT PRICE” means the total authorized value of the CONTRACT and

is either fixed, remeasurable or both as shown on the Form of Agreement. In


the event the CONTRACT PRICE is fixed then the CONTRACT PRICE can be changed only by CONTRACT VARIATION FORM. In the event CONTRACT PRICE is subject to remeasurement, then QP shall pay up to the CONTRACT PRICE, subject to actual utilization as reflected in the Statement of Final Account as defined Appendix D. In no event may the CONTRACT PRICE be increased except by CONTRACT VARIATION FORM.

1.10 “CONTRACT VARIATION FORM” means the document issued by QP to

CONTRACTOR in accordance with the provisions of Article 12. 1.11 "DISCHARGE CERTIFICATE" means the certificate issued by QP to

CONTRACTOR at the end of Guarantee Period provided that CONTRACTOR has fully complied with all its obligations".

1.12 “EFFECTIVE DATE” means the date when the CONTRACT is deemed to

have come into force, which date is shown on the Form of Agreement. 1.13 “EXECUTION PROGRAMME” means the detailed work programme for

carrying out the SERVICES which shall be prepared by CONTRACTOR in accordance with Article 7.

1.14 “PARTY/PARTIES” means in the singular either QP or CONTRACTOR, as

appropriate, and in the plural both QP and CONTRACTOR. 1.15 QP" or "QGPC" or " Qatar General Petroleum Corporation " refer, herein and

in documents associated herewith, variously, and with equal standing, to Qatar Petroleum.

1.16 “REPRESENTATIVE” shall be that person, as notified by a PARTY to the

other PARTY, who shall have the duties, rights and obligations as set forth in Article 13.

1.17 “SCHEDULED COMPLETION DATE” means the date by which

CONTRACTOR is required to achieve COMPLETION, which date is stated on the Form of Agreement.

1.18 “SERVICES” mean any and all services to be rendered by CONTRACTOR in

accordance with the CONTRACT. 1.19 “SUBCONTRACT” means any contract between CONTRACTOR and any

party (other than QP or any employees of CONTRACTOR) for the performance of any part of the SERVICES, including supply of goods and material.

1.20 “SUBCONTRACTOR” means any party (other than CONTRACTOR) to a

SUBCONTRACT. SUBCONTRACTOR also means any of SUBCONTRACTOR’s subcontractors of any tier.


1.21 “TECHNICAL INFORMATION” means all design data, design standards, drawings, specifications, instructions and other information referred to, provided by or caused to be provided by QP.

1.22 “VARIATION” means an instruction to CONTRACTOR in accordance with

Article 12 authorised by QP on a CONTRACT VARIATION FORM. 1.23 “WORKSITE” means the lands, waters, sea bed and other places on, under,

in or through which the SERVICES are to be performed including floating constructional equipment, marine craft or places of any kind, including all design offices, workshops and places where the SERVICES are being performed or where equipment, materials or supplies are being obtained, stored or used for the purposes of the CONTRACT.

ARTICLE 2 - CONTRACT INTERPRETATION 2.1 The headings as well as the cover page in the CONTRACT are included for

convenience only and shall not affect its interpretation. 2.2 Unless the context otherwise requires, the singular includes the plural and

vice versa. 2.3 Words importing any gender shall include any other gender. 2.4 The CONTRACT shall be read and construed as a whole. Anything

mentioned in any of the documents comprising the CONTRACT shall be of like effect as if stated or mentioned in all of them. In the event of any conflict, discrepancy or inconsistency between any of the documents forming part of the CONTRACT, and unless expressly provided otherwise, the following order of precedence shall prevail:

1. Form of Agreement

2. General Conditions of Contract

3. Appendix C Insurance

4. Appendix A Scope of Services and Technical Information

5. Appendix F Drawings

6. Appendix B Schedule of Prices and Rates

7. Appendix G Contract Execution Plan

8. Appendix D Administration Instructions

9. Appendix E Contractor Resources


In the event of any conflict, discrepancy or inconsistency between the Scope of Services and Technical Information, the CONTRACT and the CONTRACT PRICE will be deemed to allow for the most stringent interpretation thereof.

2.5 All references to the CONTRACT shall be deemed to include the Appendices and all documents incorporated or referred to herein, unless such reference specifically provides otherwise. Reference to Articles shall be to the Articles of the General Conditions of Contract, reference to Appendices shall be to Appendices attached to the CONTRACT.

2.6 The governing language of the CONTRACT shall be the English language. All

notices, correspondence, information, literature, data, manuals and other documents required under the CONTRACT shall be in the English language.

2.7 The CONTRACT embodies the entire agreement between the PARTIES and

supersedes and replaces any and all oral or written communications between the PARTIES in relation to the subject matter hereof. Neither PARTY shall be liable for any statement, representation, promise, inducement or understanding of any kind or nature not set forth herein. No changes, amendments or modifications of the terms and conditions of the CONTRACT shall be valid unless reduced to writing and signed by the duly authorized representatives of each PARTY.

2.8 Failure on the part of QP at any time to enforce or to require the strict

adherence to any performance of any of the terms or conditions of the CONTRACT shall not constitute a waiver of such terms or conditions and shall not affect or impair such terms or conditions in any way or the right of QP at any time to avail itself of such remedies as it may have had for each and every breach of such terms and conditions.

2.9 All dates and time periods referred to in the CONTRACT correspond to the

Gregorian Calendar. “Day” or “day” shall mean a calendar day unless otherwise specified.

ARTICLE 3 - SCOPE OF SERVICES 3.1 The SERVICES to be performed hereunder shall be as specified in Appendix

A and as set forth in the CONTRACT or as can reasonably be implied. TECHNICAL INFORMATION, if any, for the SERVICES are included in Appendix A and drawings for the SERVICES, if any, are included in Appendix F.

3.2 The CONTRACT does not claim to include every detail and all

specifications/TECHNICAL INFORMATION for the SERVICES. CONTRACTOR shall, however, comply with its manifest intent and general purpose, taken as a whole, and shall not avail itself of any errors or omissions therein to the detriment of the SERVICES. CONTRACTOR is, subject to the provisions of Article 4.11, responsible for providing and implementing any additions and inclusions to the TECHNICAL INFORMATION on a timely basis


to complete the scope, specifications and details reasonably necessary to meet the overall intent and scope of the SERVICES.

3.3 Any omission in the TECHNICAL INFORMATION but which may be

reasonably implied from the CONTRACT shall be deemed to be required, and to have been provided for in the CONTRACT PRICE and shall not be the subject of a VARIATION.

ARTICLE 4 - CONTRACTOR PERFORMANCE 4.1 The SERVICES shall strictly comply with the provisions of the CONTRACT

and all TECHNICAL INFORMATION referred to herein or thereafter furnished by QP.

4.2 CONTRACTOR warrants that it has the required skills, resources, expertise,

procedures and capacity to perform, and shall perform the SERVICES with due diligence, care and efficiency in a professional manner utilising state of the art, sound engineering principles, project management and supervisory procedures and complying with the highest standards of workmanship for similar kinds of work.

4.3 CONTRACTOR warrants that CONTRACTOR, CONTRACTOR PERSONNEL

and SUBCONTRACTOR’s performance of the SERVICES shall comply with the CONTRACT and that they shall exercise the highest degree of care, skill and diligence in carrying out the SERVICES as is expected from them as professional experts in the oil and gas industry.

4.4 CONTRACTOR shall at all times perform the SERVICES in a manner that will

safeguard and protect QP's interest and take all necessary and proper steps to prevent abuse or uneconomical use of QP’s facilities and resources.

4.5 CONTRACTOR shall be responsible for safety during the performance of the

SERVICES and shall provide all necessary safeguards to ensure the safety and protection of the WORKSITE and of all persons and property associated with the SERVICES. CONTRACTOR shall also provide all necessary safeguards at any of QP locations associated with the SERVICES in accordance with QP’s Corporate Fire and Safety Philosophy dated May, 1997, as may be amended from time to time.

4.6 CONTRACTOR shall use effective quality control and assurance programmes

in performing the SERVICES that comply with all technical codes and practices or as may be specified by QP. QP at all times shall have the right to review and accept or reject such quality assurance programmes.

4.7 CONTRACTOR agrees that CONTRACTOR has done its due diligence and

satisfied itself as to the nature of the SERVICES, including but not limited to the project management, supervision, engineering design, procurement services (if any) and all other necessary services, personnel, labour,


materials, tools, consumables and supplies required for the performance of the SERVICES, general and local conditions especially ground, climatic, sea, other water and weather conditions and all other matters which could affect progress or performance of the SERVICES. Any failure by CONTRACTOR to take account of matters which may affect the SERVICES shall not relieve CONTRACTOR from its obligations under the CONTRACT, and shall not serve as the basis for a claim in respect of additional compensation or extension of time afterwards.

4.8 All design calculations, drawings, purchase orders, bid evaluations,

specifications, reports and all other documents relating to the SERVICES by CONTRACTOR for the purposes of the CONTRACT shall be fit for their intended purpose. Except as specifically stated to the contrary in the Appendix A, CONTRACTOR shall be responsible for checking all documents and information supplied by QP (including TECHNICAL INFORMATION) and for preparing and proposing for QP’s approval such modifications to the same as CONTRACTOR may consider necessary and/or desirable. Thereafter such documents and information shall be deemed to have been supplied by CONTRACTOR for the purposes of the CONTRACT.

4.9 QP shall not be liable for any inaccuracy or insufficiency in the information

available or used by CONTRACTOR which affects the performance of the SERVICES except in the event that, and only in so far as, such information (which, for the avoidance of doubt, shall include TECHNICAL INFORMATION) is supplied by QP under the CONTRACT and CONTRACTOR is not required to check such information.

4.10 CONTRACTOR assumes total responsibility for the SERVICES performed by

CONTRACTOR and SUBCONTRACTORS including SERVICES which are based upon data and information not contained in the CONTRACT or any conclusions, interpretations by CONTRACTOR in applying the data, information and requirements contained in the CONTRACT.

4.11 CONTRACTOR shall notify QP forthwith of all things which in the opinion of

CONTRACTOR appear to be deficiencies, omissions, contradictions or ambiguities in the CONTRACT or conflict with applicable law. Within seven (7) days or such other period as deemed appropriate by the PARTIES of receipt of CONTRACTOR notification of such deficiencies, omissions, contradictions or ambiguities, QP shall review these items and issue the necessary instructions before CONTRACTOR proceeds with any part of the SERVICES affected.

4.12 In developing specifications for or purchasing of materials, goods and

equipment required for the CONTRACT, CONTRACTOR shall take into account the provisions of Qatari Law No. (6) for the year 1987 concerning priorities given to National Products and Products of National Origin as defined therein. Without prejudice to the standards of quality and the technical requirements of the CONTRACT, CONTRACTOR shall develop


specifications such that all materials, goods and equipment required for the CONTRACT can be met from National Products and Products of National Origin to the extent such are available.

4.13 In developing designs, calculations, specifications, drawings and all other

documents relating to the CONTRACT, CONTRACTOR shall take into account the rules, guidelines, regulations, procedures, programmes, and policies of QP as set forth in “the QATAR GENERAL PETROLEUM CORPORATION Health, Safety & Environmental Conservation Policy” as of 31st March 1994, and the “5th DRAFT, QP ENVIRONMENTAL PROTECTION STANDARDS”, of 5th October 1995, as may be amended from time to time. Without prejudice to the standards of quality and the technical requirements of the CONTRACT, CONTRACTOR shall develop designs, calculations, specifications, drawings and all other documents relating to the CONTRACT such that all technical requirements for the CONTRACT comply with such guidelines and standards, copies of which are available to CONTRACTOR on request, which shall be considered as a minimum requirement and CONTRACTOR shall develop additional precautions as circumstances may require.

4.14 CONTRACTOR shall notify QP immediately whenever accidents or incidents

occur which might affect the interests or other operations of QP or others. 4.15 CONTRACTOR shall notify QP immediately of any impending or actual

stoppages of work, industrial disputes or matters affecting or likely to affect the performance of the CONTRACT.

4.16 CONTRACTOR shall give the SERVICES the highest priority, that is, no other

job of CONTRACTOR shall take precedence. Time is of the essence in performing the SERVICES.

4.17 CONTRACTOR shall act as an independent contractor with respect to the

SERVICES and neither CONTRACTOR nor its personnel or SUBCONTRACTORS or their personnel shall be deemed to be agents or employees of QP in the performance of the SERVICES.

4.18 CONTRACTOR shall be responsible at all times for scheduling, progress

reporting and forecasting of the progress of the SERVICES so as to achieve COMPLETION of the SERVICES by the SCHEDULED COMPLETION DATE or any authorised extensions thereof and in accordance with the EXECUTION PROGRAMME.

4.19 CONTRACTOR shall follow and comply with the administrative procedures

contained in Appendix D. 4.20 CONTRACTOR, under QP’s supervision, shall retrieve all available

documents that are required to perform the SERVICES. QP shall grant


CONTRACTOR access to QP’s archives to retrieve the same. ARTICLE 5 - CONTRACTOR PERSONNEL 5.1 CONTRACTOR warrants that it has the experience and capability including

sufficient and competent supervisors and other personnel to efficiently and expeditiously perform the SERVICES.

5.2 CONTRACTOR further warrants that it shall continuously provide such

personnel and shall ensure that CONTRACTOR PERSONNEL shall not be replaced without the prior approval of QP to a suitable successor. In order to ensure that continuity of the SERVICES are maintained, any replacement shall work alongside the person who is to be replaced for a reasonable handover period, at no cost to QP. CONTRACTOR shall exert all reasonable efforts to perform the SERVICES with its own permanent employees in preference to agency personnel.

5.3 CONTRACTOR warrants that all CONTRACTOR PERSONNEL have

sufficient qualifications, experience and training to perform their tasks safely, competently, and efficiently. CONTRACTOR shall also ensure that all CONTRACTOR PERSONNEL qualifications or experience levels meet or exceed any particular minimum standards or other requirements which are specified by QP. CONTRACTOR shall supply QP with evidence of the qualifications, training, and experience of CONTRACTOR PERSONNEL, if required to do so by QP. CONTRACTOR shall submit any detailed information which is required by QP concerning CONTRACTOR PERSONNEL in sufficient time to enable QP to review the information and notify CONTRACTOR of approval or rejection.

5.4 If required to do so by QP, CONTRACTOR shall arrange for key

CONTRACTOR PERSONNEL to be interviewed by QP, in order to assess their suitability for their positions.

5.5 CONTRACTOR shall ensure that CONTRACTOR PERSONNEL liaise with

their QP and third party peers and contacts in a co-operative manner. CONTRACTOR shall ensure that senior supervisory and key CONTRACTOR PERSONNEL have a good working knowledge of the English language.

5.6 QP may notify CONTRACTOR to remove from any location of QP or from the

SERVICES any officer, employee or agent of either CONTRACTOR or any SUBCONTRACTOR without offering any reason provided only that such right is not exercised unreasonably. The person shall be removed forthwith at the expense of CONTRACTOR and shall not be engaged on the SERVICES again or on any other work of QP without the prior approval of QP. Unless directed by QP to the contrary, persons who have been removed from the


SERVICES shall immediately be replaced, at no additional cost to QP, by other suitably qualified persons acceptable to QP.

5.7 Unless otherwise provided for in the CONTRACT, CONTRACTOR shall, at its

own cost, provide or arrange all travel, local transport, accommodation, food and medical treatment for CONTRACTOR PERSONNEL.

5.8 CONTRACTOR shall maintain good industrial relations with CONTRACTOR

PERSONNEL during the CONTRACT period. 5.9 CONTRACTOR shall ensure that all CONTRACTOR PERSONNEL have all

necessary visas, sponsorship documentation, work permits, and other immigration requirements. CONTRACTOR shall be responsible for payment of any fees and/or charges for CONTRACTOR PERSONNEL visa, sponsorship, work permit, medical examination, and similar documentation.

5.10 QP, at its own cost, shall provide CONTRACTOR PERSONNEL and

SUBCONTRACTORS employees who are required to perform their duties at QP’s oil an gas facilities with a Breathing Apparatus Familiarisation course including H2S Safety Briefing. CONTRACTOR PERSONNEL shall carry a copy of the successful certificate on their possession at all times when they are at QP’s oil and gas facilities.

5.11 CONTRACTOR shall ensure that all CONTRACTOR PERSONNEL and

SUBCONTRACTORS employees, who have to perform their duties or tasks at QP locations, 5.11.1 are fully aware of, conversant with, and shall follow the “Contractor’s

Safety Rules and Regulations” and “The Permit to work System - A guide for users” and any amendments thereto as issued by QP and copies of which will be made available to CONTRACTOR on request.

5.11.2 are healthy, fit and suitable in every respect to perform the

SERVICES. 5.11.3 understand safety related notices, verbal instructions, and public

address announcements and attend any safety training provided or required by QP.

5.11.4 are provided with all necessary personal safety equipment and

protective clothing at CONTRACTOR’s cost.

5.11.5 to provide QP with photocopies of passports, police clearances and any similar personal security documentation necessary to obtain QP identification cards and passes for such CONTRACTOR


PERSONNEL. 5.11.6 display such identification cards with them at all times when they are

on QP premises. 5.11.7 are law abiding, peaceful, and respectful of local cultural traditions,

and are not under the influence of any intoxicating alcohol or drugs. ARTICLE 6 – INSPECTION, TESTING AND APPROVAL OF THE SERVICES 6.1 CONTRACTOR shall keep QP fully informed of the progress of the

SERVICES and shall make available for QP's inspection at all reasonable times all relevant documents including but not limited to schedules, designs, calculations, specifications, drawings, reports, purchase orders, quotations, quotations received from SUBCONTRACTORS, bid evaluations and recommendations. All such documents shall be made available to QP at any reasonable location specified by QP and CONTRACTOR shall provide a copy for QP's retention of any and all such documents specified by QP at no charge to QP. CONTRACTOR shall submit to QP for review and comment all documents specified as deliverables in Appendix A in sufficient time to allow QP to review and comment upon them without delaying the performance of the SERVICES by CONTRACTOR.

6.2 In order to confirm that the requirements of the CONTRACT are met, QP shall

have the right, but not the obligation, at all times to inspect, test and examine all technical material and all services or documentation relating thereto performed by CONTRACTOR or any SUBCONTRACTOR. QP shall also have the right to witness any test of any part of the SERVICES.

6.3 QP shall have the right to reject any part of the SERVICES which does not

comply with any requirement or requirements of the CONTRACT, including, but not limited to, defective, incomplete, inaccurate engineering workmanship or services. Upon receiving notice of rejection CONTRACTOR shall immediately commence to re-perform, re-engineer, repair or replace the defective part of the SERVICES and shall carry out such inspections and/or tests on other parts of the SERVICES as QP may require to ensure compliance with the CONTRACT requirements.

6.4 CONTRACTOR shall be responsible for all costs and delays relating to re-

performance, repair or replacement of the SERVICES and no deferment or extension of the SCHEDULED COMPLETION DATE will be granted in these cases.

6.5 Neither failure on the part of QP or its designated employees to inspect the

SERVICES or witness or test or to discover defects nor failure to reject work performed by CONTRACTOR or a SUBCONTRACTOR which is not in accordance with the CONTRACT shall relieve CONTRACTOR from any liability or obligation under the CONTRACT.


6.6 Approval or acceptance by QP of any of the acts or works or services of CONTRACTOR, its SUBCONTRACTORS, or the employees of either shall in no way relieve CONTRACTOR of its responsibilities to carry out the provisions of the CONTRACT, nor shall approval by QP of any documents or items relieve CONTRACTOR of its responsibility for errors in design, procurement, accounting, construction, or any other endeavor included in the SERVICES under the CONTRACT.

ARTICLE 7 - EXECUTION PROGRAMME, COMPLETION AND ACCEPTANCE 7.1 Within fourteen (14) days from the EFFECTIVE DATE, CONTRACTOR shall

prepare and submit for review by QP a document, which shall be based on the CONTRACT EXECUTION PLAN, giving full details of the arrangements and methods which CONTRACTOR proposes to adopt for the execution of the SERVICES including planning, control of costs and scheduling. This document shall become the EXECUTION PROGRAMME where it complies with the requirements of the CONTRACT and when approved by QP.

7.2 CONTRACTOR shall execute the SERVICES strictly in accordance with the

EXECUTION PROGRAMME. CONTRACTOR shall keep QP fully informed of the progress of the SERVICES and shall provide accurate forecasting information, highlighting any constraints and corrective actions that may be required.

7.3 If delay in the performance of the SERVICES arises or the performance of the

SERVICES is not in accordance with the EXECUTION PROGRAMME for which CONTRACTOR is responsible, QP shall have the right to require CONTRACTOR and CONTRACTOR shall, without additional cost to QP, take all necessary measures including, but not limited to, working overtime and employing additional personnel in order to eliminate or reduce such delay in the completion of the SERVICES.

7.4 Without prejudice to the obligations of CONTRACTOR or the rights and

remedies of QP provided elsewhere under the CONTRACT, CONTRACTOR shall, on the request of QP, produce a revised document for the execution of the SERVICES showing modifications to the EXECUTION PROGRAMME necessary to complete the SERVICES in accordance with the CONTRACT and inform QP of details of the changes. After review and approval by QP, the revised document for the execution of the SERVICES shall then be the EXECUTION PROGRAMME. There shall be only one EXECUTION PROGRAMME at any one time. Should the revised EXECUTION PROGRAMME exceed the SCHEDULED COMPLETION DATE due to no fault of QP, then QP retains its right to apply liquidated damages in accordance with Article 8.

7.5 To the extent that the CONTRACTOR fails or neglects to submit a revised

EXECUTION PROGRAMME as specified in Article 7.4 above, QP may prepare a programme which shall then become the EXECUTION


PROGRAMME. CONTRACTOR shall pay the cost that QP incurred in the preparation of such a programme.

7.6 When CONTRACTOR considers that the SERVICES have been performed

and completed in accordance with the CONTRACT, CONTRACTOR shall notify QP accordingly.

7.7 QP shall proceed forthwith to determine whether the SERVICES have been

performed and completed in accordance with the CONTRACT. Within thirty (30) days of receipt of the above notification from CONTRACTOR, QP shall either:

7.7.1 issue to CONTRACTOR a CERTIFICATE OF COMPLETION in the

form set forth in Appendix D; or 7.7.2 notify CONTRACTOR that QP has found the SERVICES or part

thereof not to have been performed in accordance with the CONTRACT. This notice shall detail the specific nature of the defect in performance and the Article or Appendix of the CONTRACT which contains the obligation of CONTRACTOR which CONTRACTOR has failed to meet. CONTRACTOR shall take immediately all actions necessary to remedy the defect so as to enable QP to issue to CONTRACTOR a CERTIFICATE OF COMPLETION.

7.8 QP shall have the right to take possession of and use any separate part of the

SERVICES which is completed prior to the COMPLETION of all the SERVICES. In such event, QP shall inspect such separate part and, if accepted by QP, QP shall issue to CONTRACTOR a CERTIFICATE OF COMPLETION for that separate part. Such a CERTIFICATE OF COMPLETION of part of the SERVICES shall not constitute acceptance of any other part of the SERVICES.

7.9 The issue of a CERTIFICATE OF COMPLETION by QP shall not relieve QP

nor CONTRACTOR from any obligations or liabilities under the provisions of the CONTRACT or at law.

ARTICLE 8 - LIQUIDATED DAMAGES FOR DELAYED COMPLETION 8.1 In the event that CONTRACTOR fails to complete all of or any separately

identified parts of the SERVICES by the date(s) as set forth in the CONTRACT, CONTRACTOR shall be liable to QP for liquidated damages in accordance with the provisions of this Article and the amount of such liquidated damages shall be calculated in accordance with the liquidated damages rates set forth in Appendix B.

8.2 All amounts of liquidated damages for which CONTRACTOR may become

liable under this Article:


8.2.1 are agreed between the PARTIES as a genuine pre-estimate of the

losses which may be sustained by QP in the event that CONTRACTOR fails to complete the SERVICES by the date(s) stipulated in the CONTRACT and are not a penalty, and

8.2.2 constitutes CONTRACTOR’S total liability towards delay in completion

of the specified part(s) of the SERVICES.

ARTICLE 9 - CONTRACT PRICE 9.1 As full compensation for the SERVICES, QP shall pay to CONTRACTOR the

CONTRACT PRICE in accordance with the provisions of the CONTRACT. The CONTRACT PRICE is computed as set forth in Appendix B.

9.2 The CONTRACT PRICE shall not be subject to escalation; nor increased as a

result of any increase in CONTRACTOR costs nor adjusted for any reason except as specified in Article 12. The CONTRACT PRICE shall include all costs, charges, taxes, duties, and all other expenses for performing the SERVICES.

9.3 For reimbursable items, CONTRACTOR shall use and document its best

efforts to obtain and shall credit for the benefit of QP all lawful discounts, rates credits, allowances and refunds which are obtainable from SUBCONTRACTORS.

9.4 Except where it is expressly provided that QP shall carry out an obligation

under the CONTRACT at its own cost, all things required to be supplied or performed by CONTRACTOR under the CONTRACT shall be deemed to be included in the rates and prices included in Appendix B.

ARTICLE 10 - TERMS OF PAYMENT 10.1 For the performance and COMPLETION of the SERVICES, QP shall pay or

cause to be paid to CONTRACTOR the amounts provided for at the times and in the manner specified in Appendix B, in any VARIATION issued, and in this Article.

10.2 CONTRACTOR shall submit to QP an invoice in duplicate before the end of

the subsequent month following completion of such stages as are specified in and showing the amount(s) calculated in accordance with Appendix B.

10.3 Each invoice shall show separately the individual amounts under each of the

headings in Appendix B, and shall quote the CONTRACT Reference Number, Title, and QP REPRESENTATIVE reference indicator. Invoices shall be forwarded to the address shown in Appendix D and at the same time a copy of each such invoice shall be forwarded to QP REPRESENTATIVE clearly


marked 'copy'. 10.4 Upon the expiry of thirty (30) days and within forty-five (45) days from receipt

by QP of a correctly prepared and adequately supported invoice or, in event that the forty-fifth (45th) day falls on a QP Weekend or public holiday, on the immediately succeeding working day, QP shall pay the undisputed amount of such invoice to the bank account nominated by CONTRACTOR. Where the amount is invoiced in a foreign currency and Appendix B allows for this, the amount paid by QP shall be in that foreign currency.

10.5 CONTRACTOR shall ensure that QP has the correct banking information of

CONTRACTOR in order to make a bank transfer. CONTRACTOR assumes the entire risk for incorrect bank transfers arising from incorrect banking informaton provided by CONTRACTOR. Any requested change to the nominated bank, including account information must be submitted in writing by CONTRACTOR and accompanied by either a Clearance Certificate or a No Liability Certificate or a No Objection Certificate from its nominated bank.

10.6 If QP disputes any items on any invoice in whole or in part or if the invoice is

prepared or submitted incorrectly in any respect , QP REPRESENTATIVE shall notify CONTRACTOR in writing within twenty one (21) days of receipt of the invoice, stating the reason QP disputes the amount invoiced. QP shall pay the undisputed part of any invoice within the period stated in Article 10.4 above. For the disputed part, CONTRACTOR shall make the appropriate corrections or changes and resubmit such invoiced amounts to QP together with the succeeding invoice. If any other dispute connected with the CONTRACT exists between the PARTIES, QP may notify CONTRACTOR and withhold from any money which becomes payable either (i) the equivalent of QP's estimated values of the portion of the SERVICES which is under dispute or, (ii) the amount which is the subject of the dispute. On settlement of any dispute, CONTRACTOR shall submit an invoice for sums agreed for payment and QP shall make the appropriate payment in accordance with the provisions of Article 10.4 above.

10.7 Neither the presentation, payment nor non-payment of an individual invoice

shall constitute a settlement of a dispute, an accord and satisfaction, a remedy of account stated, or otherwise waive or affect the rights of the PARTIES hereunder.

10.8 CONTRACTOR agrees that no payment made under the CONTRACT shall be

evidence of the performance of the CONTRACT, either wholly or in part, and that no payment shall be construed to be an acceptance of the SERVICES.

10.9 QP may deduct or withhold from any money which is due or which may

become due to CONTRACTOR:

10.9.1 any sum which QP believes was incorrectly paid to CONTRACTOR;


10.9.2 any sum which is contractually or legally due or owing to QP from

CONTRACTOR whether or not related to the CONTRACT. 10.10 Notwithstanding anything to the contrary in the CONTRACT, QP shall not be

liable to pay any interest on any delayed payments. ARTICLE 11 - GUARANTEE OF SERVICES AND BANK GUARANTEE 11.1 CONTRACTOR guarantees that the SERVICES shall be in compliance with

all requirements set forth in the CONTRACT and shall be free from errors, defects and failures for the relevant Guarantee Period which shall run until either:

11.1.1 the end of the Guarantee Period specified for the SERVICES or for

the particular part of the SERVICES as set forth in Appendix A; or 11.1.2 where no period has been specified in accordance with Article 11.1.1

above, the end of the period of one (1) year from the COMPLETION DATE; or

11.1.3 in the event that any part of the SERVICES is re-performed, rectified

or replaced by CONTRACTOR under the provisions of this Article, until the date that the re-performance, rectification or replacement has been satisfactorily completed in accordance with the CONTRACT and has been free from errors, defects and failures for the period specified in accordance with Articles 11.1.1 or 11.1.2 above as appropriate.

11.2 In the event QP discovers any errors, defects or failure in the SERVICES

during the Guarantee Period, QP shall notify CONTRACTOR of such error, defect or failure. Upon receipt of such notification from QP, CONTRACTOR shall immediately at its own cost, rectify or, at the option of QP, replace or re-perform any defective work, and carry out all associated work such as re-engineering, re-drafting, amending presentation of reports. QP may decide at its absolute discretion that the carrying out of such rectification, replacement or re-performance, re-engineering, re-drafting by CONTRACTOR will be prejudicial to QP's interests (whether by deferment of production or otherwise). In such circumstances QP may undertake CONTRACTOR's above-mentioned responsibilities, in which event QP shall, as soon as reasonably practicable, so notify CONTRACTOR. QP shall be entitled to recover from CONTRACTOR all costs incurred by QP in the carrying out of such responsibilities.

11.3 QP has entered into the CONTRACT upon reliance of CONTRACTOR’s

obligation to perform the SERVICES in accordance with the CONTRACT, and


in particular, Article 4. In the event that any part of the SERVICES is required to be re-performed, rectified or replaced due to errors, defects or failures which could have been reasonably foreseen by a professional contractor, then CONTRACTOR shall be liable for all costs and expenses incurred by QP arising from such re-performance, rectification or replacement.

11.4 The rights and remedies of QP provided under this Article are without

prejudice to QP's other rights or remedies under the CONTRACT and at law. 11.5 CONTRACTOR shall have provided to QP, by the date specified by QP, an

unconditional and irrevocable bank guarantee payable on first demand of QP to guarantee the performance of CONTRACTOR's obligations under the CONTRACT. Cash, cheques, insurance policies, bank guarantees issued in respect of another contract and/or other forms of security will not be accepted in lieu of the required bank guarantee.

11.6 The bank guarantee shall be issued by a bank operating in Qatar, shall be in

the specific form set out in Appendix D, and shall be valid for a period of not less than forty-five (45) days after the expiry of the Guarantee Period. The bank guarantee shall remain in force irrespective of any circumstances which might constitute legal discharge of surety or guarantor and shall not be affected by any change in the constitution of either PARTY.

11.7 The amount of the bank guarantee shall be ten percent (10%) of the

CONTRACT PRICE. Should any circumstances result in changing the CONTRACT PRICE and/or the SCHEDULED COMPLETION DATE, CONTRACTOR shall have the obligation to maintain the validity and/or adjust the value accordingly.

11.8 QP shall be entitled to liquidate such bank guarantee at any time

CONTRACTOR fails to perform any of its obligations under the CONTRACT. As soon as practicable following any such liquidation, QP shall notify CONTRACTOR of the obligation or obligations under the CONTRACT which CONTRACTOR failed to perform and which formed the basis for such liquidation.

11.9 If CONTRACTOR at any time fails to provide and/or maintain the bank

guarantee as provided by this Article 11, QP shall have the unqualified right to suspend payment under the CONTRACT until such time that CONTRACTOR has delivered to QP such bank guarantee in accordance with all the requirements of this Article 11. Should CONTRACTOR fail to provide or maintain such satisfactory bank guarantee as required by Article 11, CONTRACTOR shall be in breach of the CONTRACT and QP shall have the right at any time, without prior notification and without any liability whatsoever, to liquidate any provisional bank guarantee submitted by CONTRACTOR, and suspend and/or terminate the CONTRACT. Should such bank guarantee prove to be unenforceable, at any time and for any reason, then QP shall be


entitled to suspend any and all payments to CONTRACTOR until CONTRACTOR has provided QP with a new and satisfactory bank guarantee.

11.10 Within thirty (30) days from the date of expiry of the Guarantee Period, QP

shall issue to CONTRACTOR a DISCHARGE CERTIFICATE in the form shown in Appendix D (hereinafter called DISCHARGE CERTIFICATE). If different Guarantee Periods apply to different parts of the SERVICES, the DISCHARGE CERTIFICATE shall be issued within thirty (30) days from the date of expiry of the latest Guarantee Period. Upon the issuance of the DISCHARGE CERTIFICATE, the PARTIES shall be considered as having fulfilled all their obligations under the CONTRACT subject only to the provisions of Article 28 and CONTRACTOR’s liability for latent defects.

11.11 Without prejudice to Article 11.10 above, QP at its sole discretion may issue a

separate DISCHARGE CERTIFICATE in respect to any separately defined segment of the SERVICES to which a specified Guarantee Period is set forth in Appendix A.

ARTICLE 12 - VARIATIONS 12.1 QP shall have the right, at any time, to make any changes in the SERVICES

such as additions, deletions, substitutions or other alterations or revisions in the SERVICES, and to direct CONTRACTOR to perform such changes as detailed in a CONTRACT VARIATION FORM.

12.2 Any increase or decrease in the CONTRACT PRICE or any modification to

the EXECUTION PROGRAMME resulting from such change shall be evaluated and determined in accordance with the CONTRACT and the rates and prices contained in Appendix B.

12.3 If Appendix B does not contain rates or prices which are specifically applicable

to such change, then QP shall compensate CONTRACTOR on a basis to be mutually agreed between the PARTIES. Deletion or reduction of individual items shall not entitle CONTRACTOR to reimbursement for loss, overheads, profit, or prospective profit or to financial compensation for executing a reduced workscope. VARIATIONS shall be issued in accordance with the procedure set forth in Appendix D.

12.4 CONTRACTOR shall not undertake any change until it has received an

approved CONTRACT VARIATION FORM. However, in the event QP and CONTRACTOR are unable to agree on the cost of the change, QP may nevertheless direct CONTRACTOR in writing to proceed and CONTRACTOR shall proceed with such change. In the event of a written instruction, QP and CONTRACTOR shall endeavour to resolve the issue by negotiation.


If CONTRACTOR proceeds with any change without receiving either an approved CONTRACT VARIATION FORM or written instruction from QP, any additional costs incurred to perform such changes in the SERVICES shall be for CONTRACTOR’S account and CONTRACTOR shall not be entitled to any additional time.

12.5 Adjustment evaluated by CONTRACTOR related to a change pursuant to this

Article 12 and issued by QP on the CONTRACT VARIATION FORM shall be deemed to take into account the full and final effects of such change upon any and all aspects of the CONTRACT and to compensate CONTRACTOR fully thereto. CONTRACTOR hereby agrees to make no further claim for any other consequences of such change in the SERVICES, whether directly or indirectly resulting therefrom.

12.6 Instructions, decisions or acts of QP which are to achieve compliance by

CONTRACTOR with the CONTRACT, or to correct errors, omissions, or other failure shall not constitute a VARIATION.

12.7 A VARIATION shall not affect the rights and obligations of the PARTIES

except as expressly provided in the relevant CONTRACT VARIATION FORM. All VARIATIONS shall be governed by all provisions of the CONTRACT.

ARTICLE 13 - REPRESENTATIVES 13.1 Each PARTY has nominated its REPRESENTATIVE for the CONTRACT.

The name and contact address of QP REPRESENTATIVE is set forth in Appendix D and the name and contact address of CONTRACTOR REPRESENTATIVE is set forth in Appendix E. The REPRESENTATIVES shall have the duties, rights and obligations outlined as follows:

13.1.1 All information, instructions and decisions by a PARTY shall be

issued by the REPRESENTATIVE of that PARTY. All information, instructions and decisions from the REPRESENTATIVE of a PARTY shall commit that PARTY.

13.1.2 The REPRESENTATIVE of a PARTY may delegate in writing, any of

its responsibilities to a nominated deputy or deputies. The terms of such delegation shall be subject to prior written notification to the other PARTY. Information, instructions and decisions from such a nominated deputy shall be as if from the REPRESENTATIVE of a PARTY.

13.1.3 All information, instructions and decisions by a PARTY to the other

PARTY shall be effective only if such information, instructions and decisions have been addressed to the receiving PARTY's REPRESENTATIVE or nominated deputy as the case may be.


13.2 CONTRACTOR shall not change CONTRACTOR REPRESENTATIVE without

the prior written approval of QP. 13.3 QP shall have the right to change its REPRESENTATIVE or its

REPRESENTATIVE’s deputies at any time at its sole discretion and shall notify CONTRACTOR accordingly.

ARTICLE 14 - ASSIGNMENT AND SUBCONTRACTING 14.1 ASSIGNMENT

14.1.1 CONTRACTOR shall not cede, delegate, make-over, novate, assign, or transfer in any other way, the CONTRACT or any part of it nor any benefit, interest, right or obligation in or under it without the prior written agreement of QP which will only be given in exceptional circumstances and shall, notwithstanding the foregoing, be in the absolute discretion of QP.

14.1.2 Notwithstanding anything to the contrary elsewhere in the CONTRACT, QP shall have the unrestricted right to cede, assign, transfer or make-over its rights, interest or benefits and novate or delegate its obligations and responsibilities under the CONTRACT in whole or in part to any of QP's AFFILIATES. Subject to the foregoing, the provisions of the CONTRACT shall extend to the benefit of and be binding upon the successors and assignees of the PARTIES.

14.2 SUBCONTRACTING

14.2.1 CONTRACTOR shall not subcontract the whole or any part of the SERVICES without the prior approval of QP. CONTRACTOR shall ensure that the rights of QP and the requirements in the CONTRACT regarding SUBCONTRACTORS are effectively provided for in any SUBCONTRACT. In proposing a SUBCONTRACTOR as provided in this Article, CONTRACTOR shall reasonably ensure that such proposal is not detrimental to the interests of QP.

14.2.2 Where a SUBCONTRACT is provided for in the CONTRACT or where

CONTRACTOR wishes to enter into a SUBCONTRACT, then before CONTRACTOR enters into any such SUBCONTRACT, QP shall be given an adequate opportunity to review the form of the SUBCONTRACT, the choice of the SUBCONTRACTOR, the part of the SERVICES which shall be covered under the SUBCONTRACT, any other details QP shall request or specify and, insofar as QP is required to reimburse to CONTRACTOR, in respect of the subcontracted SERVICES,, the amounts paid to the SUBCONTRACTOR, the cost of the SUBCONTRACT, and quotations obtained by CONTRACTOR.


14.2.3 CONTRACTOR shall obtain from all SUBCONTRACTORS and cause

to be extended to QP the best possible prices, lawful discounts, representations, warranties and guarantees with respect to any services or supplies furnished by such SUBCONTRACTORS. All representations, warranties and guarantees in respect of SUBCONTRACTS shall be subject to approval of QP and shall be so written as to survive all QP and CONTRACTOR inspections, tests and approvals. CONTRACTOR shall be responsible for enforcing the representations, warranties and guarantees specified herein, at no cost to QP. If a SUBCONTRACTOR has undertaken towards CONTRACTOR any continuing obligation extending for a period exceeding that of the Guarantee Period under the CONTRACT, CONTRACTOR shall, prior to the end of the Guarantee Period, notify QP of the continuing obligation and shall assign to QP the benefit of that obligation for its remaining duration unless otherwise directed by QP.

14.2.4No SUBCONTRACT shall bind or purport to bind QP and each

SUBCONTRACT shall provide for its immediate termination in the event of termination of all or a relevant part of the SERVICES, or suspension in the event of suspension of all or a relevant part of the SERVICES. Each SUBCONTRACT shall provide for CONTRACTOR's right of assignment of the SUBCONTRACT to QP or its nominee in the event that QP terminates the CONTRACT or any part of the SERVICES. Except upon such an assignment, the SUBCONTRACTORS shall only be responsible to CONTRACTOR, who shall in turn be responsible to QP.

14.2.5 CONTRACTOR shall be responsible for all work, services, acts,

omissions and defaults of any SUBCONTRACTOR as fully as if they were the work, services, acts, omissions or defaults of CONTRACTOR.

14.2.6 CONTRACTOR shall not be entitled to any remuneration, commission,

discounts or any other form of allowance on any SUBCONTRACTS unless provided for specifically under the provisions of the CONTRACT except insofar as such allowance has already been identified within the CONTRACT PRICE.

14.2.7 In selecting SUBCONTRACTORS for the provision of any services

under the CONTRACT, CONTRACTOR shall give preference to Qatari contractors, provided that (a) CONTRACTOR is reasonably satisfied (on the basis of demonstrated ability, quality, timely performance, workmanship and other relevant criteria) with their ability to properly perform the services entrusted to them; (b) the cost of such services does not exceed one hundred ten percent (110%) of the cost of equivalent or similar services offered by or otherwise available from


non-Qatari contractors; and (c) the other terms and conditions applicable to such services are otherwise competitive with those available from non-Qatari contractors.

ARTICLE 15 - FORCE MAJEURE 15.1 Any delay in or total or partial failure of performance of either PARTY hereto

of its obligations under the CONTRACT shall not constitute default, suspension or termination hereunder or serve to give rise to any claim for damages if and to the extent such delay or failure is caused by any of the following occurrences:

15.1.1 Acts of God; and/0r 15.1.2 embargo, expropriation, confiscation, requisitioning or

commandeering by or compliance with any oral or written order, directive or request of any governmental authority or person purporting to act therefore or under such authority; and/or

15.1.3 war (whether declared or not), act of foreign enemy, hostilities, acts of

terrorism, riots, rebellion, or public disorder; and/or 15.1.4 explosions or fires; and/or 15.1.5 floods, earthquakes, or other natural calamities; and/or 15.1.6 strikes, whether lawful or unlawful (provided it does not originate or

mainly involve CONTRACTOR’s or SUBCONTRACTOR’s workforce), interruption of or delay in transportation by carriers, or embargo, and/or

15.1.7 Radiation or contamination by radioactivity, and/or

15.1.8 Maritime or aviation disaster, and which demonstrably could not have been reasonably foreseen before the EFFECTIVE DATE and which is demonstrably beyond the reasonable control of the PARTY affected, and could not have been avoided by use of due care and diligence (hereinafter referred to as Force Majeure Occurrences).

15.2 If within a reasonable time after a Force Majeure Occurrence referenced in Article 15.1 which caused CONTRACTOR to suspend or delay performance of the SERVICES, CONTRACTOR has failed to take such action as CONTRACTOR could lawfully initiate to remove or relieve either the force majeure occurrence or its direct or indirect effects, QP may, in its sole discretion and after written notice to CONTRACTOR, initiate such measures,


including but not limited to, the hiring of third parties, as are designed to remove or relieve such force majeure occurrence or its direct or indirect effects; and QP may thereafter require CONTRACTOR to resume full or partial performance of the SERVICES. Alternatively, QP, in its sole discretion, may decide to terminate the CONTRACT

15.3 If the cumulative duration of any occurrence referenced in Article 15.1

exceeds one hundred twenty (120) days, either PARTY may terminate the CONTRACT upon seven (7) days prior written notice to the other PARTY.

15.4 Any delay due to Force Majeure Occurrences as defined herein shall be

considered an excusable delay, and neither PARTY shall be entitled to compensation, beyond the provisions of the CONTRACT, as a result thereof.

ARTICLE 16 - SUSPENSION 16.1 QP may at any time suspend performance of all or any part of the SERVICES

by giving notice of suspension to CONTRACTOR. Upon receiving any such Notice of Suspension, CONTRACTOR shall promptly suspend further performance of the SERVICES to the extent specified. Each individual suspension may continue for a period of up to ninety (90) days after the effective date of suspension. During such period, QP may, request CONTRACTOR to resume performance of the SERVICES and CONTRACTOR shall thereupon diligently comply.

16.2 If at the end of the ninety (90) day suspension period referenced in Article

16.1 above QP has not required a resumption of the SERVICES, that portion of the SERVICES which has been suspended shall be deemed terminated as of the effective date of suspension pursuant to the provisions of Article 17, unless QP and CONTRACTOR have agreed in writing to a further extension of the suspension period.

16.3 QP shall compensate CONTRACTOR for those costs incurred during the

suspension period which are attributable solely to the suspension, and;

16.3.1 are for personnel and/or SUBCONTRACTORS which, with QP's prior written concurrence, are maintained for the SERVICES; and

16.3.2 are reasonable and unavoidable costs of CONTRACTOR confirmed

by QP 16.4 During the suspension period, CONTRACTOR shall be responsible for

safeguarding and protecting the SERVICES. ARTICLE 17 - TERMINATION

17.1 QP shall have the right, by giving notice to CONTRACTOR, to terminate the


CONTRACT or all or any part of the SERVICES at such time or times as QP may consider necessary for any or all of the following reasons:

17.1.1 to suit the convenience of QP;

17.1.2 subject only to Article 17.2, in the event of any default on the part of CONTRACTOR; or

17.1.3 if CONTRACTOR becomes bankrupt or makes a composition or arrangement with its creditors or if a winding-up order of CONTRACTOR is made or (except for the purposes of amalgamation or reconstruction) a resolution for its voluntary winding-up passed or a provisional liquidator, receiver, administrator or manager of its business or undertaking is appointed.

17.2 In the event of default on the part of CONTRACTOR:

17.2.1 under the provisions of Article 31 (Conflict of Interest and Business Ethics), QP shall have the right to issue a notice of termination in accordance with the provisions of article 17.1, without the need for issuance of a notice of default.

17.2.2 under the CONTRACT other than the provision of Article 31 (Conflict of Interest and Business Ethics), before the issue by QP of a notice of termination, QP shall give notice of default to CONTRACTOR giving the details of such default. If CONTRACTOR upon receipt of such notice does not diligently commence and thereafter continuously proceed with action satisfactory to QP to remedy such default, QP may issue a notice of termination in accordance with the provisions of Article 17.1.

17.3 In the event of QP giving CONTRACTOR notice of termination of all or any part of the SERVICES, such notice shall become effective on the date specified therein (or in the absence of any specified date at the date of receipt of the notice), whereupon CONTRACTOR shall immediately and in an orderly manner with respect to the SERVICES being performed:

17.3.1 cease performance of the SERVICES or such part thereof as may be specified in the notice;

17.3.2 allow QP or its nominee full right of access to the WORKSITE to remove and/or take over the SERVICES or the relevant part of the SERVICES so far completed together with all materials and equipment. QP shall have the right to obtain completion of the SERVICES or the relevant part of the SERVICES by other contractors;

17.3.3 assign to QP, or its nominee, to the extent desired by QP, all or the relevant part of the rights, titles, liabilities and SUBCONTRACTS relating to the SERVICES which CONTRACTOR may have acquired or entered into; and

17.3.4 remove all CONTRACTOR PERSONNEL, the equipment and materials, other than that required under Article 17.3.2, of CONTRACTOR from the immediate area in which the SERVICES is


being performed unless otherwise instructed by QP.

17.4 Within thirty (30) days of the effective date of termination, CONTRACTOR shall deliver to QP all the TECHNICAL INFORMATION, and originals, copies and reproductions of all drawings, specifications, requisitions, calculations, programme listings, erection plans, schedules, software and all other data or documents prepared by CONTRACTOR or any SUBCONTRACTOR.

17.5 In the event of termination under Article 17.1.1 above, CONTRACTOR's entitlement to payment shall be limited to the amount calculated in accordance with Appendix B.

17.6 In the event of termination in accordance with Articles 17.1.2 or 17.1.3, CONTRACTOR shall not be entitled to receive any further payment until the SERVICES is completed by QP. Where the CONTRACT PRICE exceeds the sum of the total cost to QP of completing the SERVICES plus all amounts previously paid to CONTRACTOR for the SERVICES, CONTRACTOR shall be entitled to payment only for that portion of the SERVICES satisfactorily completed in accordance with the CONTRACT. If the sum of the total cost to QP of completing the SERVICES plus amounts previously paid to CONTRACTOR for the SERVICES exceeds the CONTRACT PRICE for the completed SERVICES, CONTRACTOR shall promptly pay the difference to QP, provided that QP shall have the right and is authorised to set-off against and deduct from said excess, if any, payable to CONTRACTOR, any other damages, suffered by QP due to CONTRACTOR’s default.

17.7 The foregoing provisions of this Article are without prejudice to any other rights and/or remedies of QP under the CONTRACT or at law.

ARTICLE 18 - LIABILITIES AND INDEMNITIES 18.1 CONTRACTOR shall release, protect, indemnify, defend and hold harmless

QP, its AFFILIATES, its co-venturers, and its and their respective officers, employees and agents from all claims, losses, damages, costs (including legal costs), expense and liabilities of every kind and nature resulting from loss of or damage to owned or rented property, facilities, material, equipment, and/or tools of CONTRACTOR, its SUBCONTRACTORS or its or their respective officers, employees or agents arising directly or indirectly out of or in connection with the performance of the SERVICES without regard to the cause or causes thereof, including, without limitation, the fault or negligence (whether sole, concurrent, active, passive or otherwise) or breach of duty (statutory, contractual or otherwise) of either PARTY or any other person or entity.

18.2 CONTRACTOR shall release, protect, indemnify, defend and hold harmless

QP, its AFFILIATES, its co-venturers, and its and their respective officers, employees and agents from all claims, losses, damages, costs (including legal costs), expenses and liabilities of every kind and nature resulting from personal injury, including fatal injury and disease, to any person employed by


CONTRACTOR or its SUBCONTRACTORS arising directly or indirectly out of or in connection with the performance of the CONTRACT without regard to the cause or causes thereof, including, without limitation, the fault or negligence (whether sole, concurrent, active, passive or otherwise) or breach of duty (statutory, contractual or otherwise) of either PARTY or any other person or entity.

18.3 CONTRACTOR shall release, protect, indemnify, defend and hold harmless

QP in respect of loss of or damage to the property of QP its AFFILIATES, its co-venturers, and its and their respective officers, employees and agents arising directly or indirectly out of or in connection with the performance of the CONTRACT to the extent that such loss or damage is caused by negligence, breach of duty, or wilful misconduct of CONTRACTOR, its SUBCONTRACTORS or their respective officers, employees or agents. CONTRACTOR’s liability under this Article 18.3 for loss of or damage to QP property shall be limited to Qatar Riyals 2 million (QR 2,000,000) any one occurrence for an unlimited number of occurrences during the performance of the CONTRACT.

18.4 The obligations of the PARTIES with respect to injury to third parties or

damage to the property of third parties shall be as follows:

18.4.1 Subject to Article 18.4.2 below, CONTRACTOR shall release, protect, indemnify, defend and hold harmless QP, its AFFILIATES, its co-venturers, and its and their respective officers, employees and agents in respect of all claims, losses, damages, costs (including legal costs), expenses and liabilities of every kind and nature resulting from (i) personal injury, including fatal injury and disease of any third party and/or (ii) any loss of or damage to the property of any third party, arising directly or indirectly out of or in connection with the performance of the CONTRACT without regard to the cause or causes thereof, including, without limitation, the fault or negligence (whether sole, concurrent, active, passive or otherwise) or breach of duty (statutory, contractual or otherwise) of either PARTY or any other person or entity.

18.4.2 Each PARTY shall, to the extent of its fault, negligence or breach of

duty, be responsible for amounts in excess of Qatar Riyals two million (QR.2,000,000) in respect of each claim, loss, damages, costs (including legal costs), expenses and liabilities of every kind and nature resulting from (i) personal injury, including fatal injury and disease of any third party and/or (ii) any loss of or damage to the property of any third party, arising directly or indirectly out of or in connection with the performance of the CONTRACT.

18.5 QP shall release, protect, indemnify and hold harmless CONTRACTOR, its

officers, employees and agents from all claims, losses, damages, costs (including legal costs), expenses and liabilities of every kind and nature


resulting from personal injury, including fatal injury and disease, to any person employed by QP arising directly or indirectly out of or in connection with the performance of the CONTRACT without regard to the cause or causes thereof, including, without limitation, the fault or negligence (whether sole, concurrent, active, passive or otherwise) or breach of duty (statutory, contractual or otherwise) of either PARTY or any other person or entity.

18.6 CONTRACTOR shall be responsible for, and shall release, protect, indemnify,

defend and hold harmless QP, its AFFILIATES, its co-venturers, and its and their respective officers, employees or agents from all claims, damages, costs (including legal costs), expenses and liabilities arising from any claim or legal action for unauthorised disclosure or use of any trade secrets or for patent, copyright or trademark infringement arising from CONTRACTOR’s performance under the CONTRACT and/or asserted against QP which either (a) concerns any of the SERVICES performed or supplied by CONTRACTOR under the CONTRACT and is based solely upon an apparatus patent right or rights (as distinguished from product or process patent rights) or any other rights asserted against an individual item or items of equipment specified or installed in the exercise of CONTRACTOR’s discretion where equipment of a different type or from another source could have been specified or installed by CONTRACTOR for the same purpose without giving rise to said claim for infringement; or (b) is based upon the performance of the SERVICES by CONTRACTOR including the use of any tools, implements or construction processes by CONTRACTOR; provided that if a claim or legal action for such disclosure, use and/or infringement is asserted against QP; (i) CONTRACTOR is notified by QP in writing within a reasonable time of such claim or legal action; and (ii) QP shall not settle such claim or legal action without first having obtained CONTRACTOR’s consent in writing.

18.6.1 In the event such claim or legal action for such disclosure, use and/or

infringement results in a suit against QP, CONTRACTOR shall, at its election and in the absence of a waiver of this indemnity by QP, have sole charge and direction thereof in QP’s behalf so long as CONTRACTOR diligently prosecutes defence of said suit.

18.6.2 In the event CONTRACTOR has charge of a suit brought against QP by a third party, QP shall render such assistance as CONTRACTOR may reasonably require in the defence of such suit and QP shall have the right to be represented therein by counsel of its own choice and at its own expense.

18.6.3 In the event QP is enjoined from completion of the SERVICES or any part thereof, or from the use, operation or enjoyment of the SERVICES or any part thereof as a result of such claim or legal action or any litigation based thereon, CONTRACTOR shall promptly arrange to have such injunction removed.

18.6.4 QP’s acceptance of CONTRACTOR’s proposed or supplied materials and equipment hereunder shall not be construed to relieve CONTRACTOR of any obligation herein.


18.7 QP and CONTRACTOR shall in no event be liable one to the other for indirect

or consequential losses including, but not limited to loss of revenue, profit or anticipated profit howsoever arising and whether or not due in whole or in part to the negligence of either PARTY except to the extent of any agreed liquidated damages provided for in the CONTRACT.

ARTICLE 19 - INSURANCE 19.1 Without limiting the obligations of CONTRACTOR or its insurers,

CONTRACTOR shall secure and at all times during the term of the CONTRACT maintain the agreed insurance coverages, as set forth in Appendix C. These insurance coverages shall apply from the EFFECTIVE DATE until the date of the CERTIFICATE OF COMPLETION.

19.2 CONTRACTOR shall also require all of its SUBCONTRACTORS to secure

and at all times during the term of the CONTRACT maintain the agreed insurance coverages, as set forth in Appendix C, as deemed necessary by CONTRACTOR. Any deficiencies in the coverages or policy limits of such SUBCONTRACTORS’ insurance coverage shall be the responsibility of CONTRACTOR.

ARTICLE 20 - TAXES AND GOVERNMENT CHARGES 20.1 CONTRACTOR shall pay all taxes of every nature, custom duties, dues,

levies, excise duties, fees and charges assessed against it in connection with the SERVICES and agrees to protect, indemnify, and hold QP harmless from any and all claims or liability for taxes, dues, fees and charges assessed or levied by the Government of the State of Qatar or any foreign government against CONTRACTOR.

20.2 CONTRACTOR shall give prompt notice to QP on all matters pertaining to

non-payment, payment under protest, or claim for immunity or exemption from any taxes or duties.

20.3 QP shall have the right to withhold from any payment due to CONTRACTOR

such amount of money as QP may be instructed by the Qatari authorities to do so.

ARTICLE 21 - CONFIDENTIALITY AND SECRECY 21.1 As used herein, the term Confidential Information means the CONTRACT and

all information (including TECHNICAL INFORMATION) which CONTRACTOR, directly or indirectly, acquires from QP or its AFFILIATES or from the performance of the SERVICES or any other information concerning the technical and business activities and know-how of QP or its AFFILIATES, except information falling into any of the following categories:


21.1.1 information which, prior to the time of disclosure or acquisition hereunder, is in the public domain;

21.1.2 information which, after disclosure or acquisition hereunder, enters

the public domain, except where such entry is the result of CONTRACTOR's breach of the CONTRACT;

21.1.3 information, other than that obtained from third parties, which, prior to

disclosure or acquisition hereunder, was already lawfully in CONTRACTOR's possession either without limitation on disclosure to others or which subsequently becomes free of such limitation;

21.1.4 information obtained by CONTRACTOR from a third party who is

lawfully in possession of such information and not subject to a contractual or fiduciary relationship with QP or any of its AFFILIATES or another with respect to said information. CONTRACTOR may use and disclose such information in accordance with the terms under which it was provided by such third party.

21.2 Confidential Information shall not be deemed to be within the categories

specified in Articles 21.1.1 through 21.1.4 merely because such information is embraced by more general information lawfully in the public domain or in CONTRACTOR's possession. In addition, any combination of features shall not be deemed to be within the foregoing categories merely because individual features are in the public domain or in CONTRACTOR's possession but only if the combination itself and its principle of operation are lawfully in the public domain or in CONTRACTOR's possession.

21.3 CONTRACTOR represents that it has a policy and procedure designed to

protect trade secret rights of its own proprietary information including notices to its employees to prevent unauthorised publication and disclosure of such information. CONTRACTOR agrees that Confidential Information shall be subject to such policy and procedure. In addition, CONTRACTOR agrees that it shall not disclose any Confidential Information to any third party or use Confidential Information other than on QP's behalf except as QP may otherwise authorise in writing. If disclosure to a third party is so authorised, CONTRACTOR shall enter into a confidentiality agreement with said party containing the same terms and conditions with respect to use or disclosure of Confidential Information as this Article 21 contains.

21.4 CONTRACTOR also agrees to safeguard all documents containing

Confidential Information which QP may supply to CONTRACTOR hereunder and all other documents containing Confidential Information whether prepared by CONTRACTOR or another. CONTRACTOR may make copies of such documents only to the extent necessary for the performance of the SERVICES. CONTRACTOR shall prevent access to all such documents by third parties. On COMPLETION of the SERVICES, CONTRACTOR agrees to


return to QP all such documents containing Confidential Information and to destroy all copies thereof. However, should CONTRACTOR desire to retain certain documents and should it receive QP's written approval therefor, CONTRACTOR shall continue to treat said documents in accordance with the terms of this Article 21.

21.5 CONTRACTOR also agrees to enter into confidentiality agreements with third

parties upon QP's request and to keep in force confidentiality agreements concerning third parties' proprietary information, which agreements shall permit CONTRACTOR to use such parties' proprietary information in the SERVICES.

21.6 It is not QP's desire to be afforded access to confidential information of

CONTRACTOR, any SUBCONTRACTOR or any other third party therefore, it is agreed that any information which CONTRACTOR supplies or arranges to have supplied to QP shall not be subject to any obligation of confidence (notices on drawings, proposals, graphs, tables, specifications and the like to the contrary notwithstanding); and QP shall not be liable for any use or disclosure of such information and CONTRACTOR shall release, protect, indemnify, defend and hold QP and its AFFILIATES harmless against any liability arising from such use or disclosure. CONTRACTOR also warrants that it will not disclose to QP any information that is subject to an obligation of secrecy or confidentiality to any third person(s).

21.7 The confidentiality obligations under this Article 21 shall continue for a period

of ten (10) years after the issuance of the DISCHARGE CERTIFICATE. ARTICLE 22 - INVENTIONS AND LICENCES 22.1 CONTRACTOR agrees to disclose promptly to QP all inventions which it, its

personnel or SUBCONTRACTORS may conceive or first reduce to practice that are wholly or in part based on or derived from Confidential Information as defined in Article 21 or conceived or first reduced to practice during the course of the SERVICES. All rights, title and interest in and to such inventions shall belong to QP or its designee. CONTRACTOR agrees to execute or have executed all documents and to perform or have performed all lawful acts which QP may deem desirable or necessary to perfect its or its designee's title thereto and to obtain and maintain patent coverage thereon throughout the world. CONTRACTOR may request QP to reimburse CONTRACTOR for costs and expenses incurred in connection therewith which in QP's opinion are considered reasonable.

22.2 CONTRACTOR further agrees to grant and hereby grants to QP and its

AFFILIATES an irrevocable, royalty-free, non-exclusive license, under all patents now or hereafter owned or controlled by CONTRACTOR, to the extent necessary for the manufacture, construction, operation, maintenance, repair


or alteration of any facility, unit or component designed or specified by CONTRACTOR under the CONTRACT.

22.3 CONTRACTOR shall obtain the same rights and/or licenses with respect to

inventions and/or patents as stated in Articles 22.1 and 22.2 from any SUBCONTRACTOR used by CONTRACTOR pursuant to the SERVICES.

ARTICLE 23 - TITLE AND LIENS 23.1 Title to, access to and inspection of, copyright in, the right to possession of

and free right of use of all reports drawings, specifications, calculations, computer software (including computer aided design models), other documents or materials and all other things created under or arising out of the CONTRACT shall vest in QP immediately upon the date of commencement of the SERVICES or creation of the article or document or item as applicable.

23.2 "Software" shall for the purpose of this Article 23, mean the database and all

the machine codes, binaries, object codes and/or source codes, whether in a machine or human readable form and all improvements, modifications or updates thereof, flow charts, logic diagrams, passwords and output tapes. CONTRACTOR shall upon COMPLETION of the SERVICES provide QP with a satisfactory, complete and up to date copy of the software and all other information necessary to ensure that QP can continue to satisfactorily use the software so provided by CONTRACTOR. QP reserves the right to verify and validate any information contained within the software within three (3) years from the COMPLETION DATE of the SERVICES. CONTRACTOR shall, at CONTRACTOR’s expense, remedy any defects or inadequacies discovered and notified by QP to CONTRACTOR during the said three (3) years and such defects or inadequacies shall be remedied within fourteen (14) days of receipt of such notification.

23.3 CONTRACTOR agrees that it shall not claim any lien or charge on the

SERVICES or any property of QP in the possession of CONTRACTOR or at QP premises.

23.4 If at any time there shall be evidence of any lien, attachment, charge or claim

to which, if established, the property of QP or the property of its AFFILIATE might be subjected and which is made against CONTRACTOR, QP shall have the right to retain out of any payment to be made under the CONTRACT an amount sufficient to indemnify QP completely against such lien, attachment, charge or claim. Should there prove to be any lien, attachment, charge or claim upon the property of QP or the property of its AFFILIATE after all payments hereunder have been made, CONTRACTOR agrees to refund to QP the costs incurred by QP in discharging any such lien, attachment, charge or claim imposed on the property of QP or the property of its AFFILIATE in


consequence of the default of CONTRACTOR. CONTRACTOR shall immediately notify QP of any possible lien, attachment, charge or claim which may affect the SERVICES or any part thereof.

23.5 Without prejudice to the provisions of this Article 23, CONTRACTOR shall

protect, indemnify, defend and hold harmless QP from and against all liens, attachments, charges or claims by the SUBCONTRACTORS or persons alleging to be SUBCONTRACTORS in connection with or arising out of the CONTRACT. QP shall have the right to withhold the amount of any such lien, attachment, charge or claim from any payment to CONTRACTOR under the CONTRACT until removal of such claim by the SUBCONTRACTORS or persons alleging to be SUBCONTRACTORS. If such liens, attachments, charges or claims fall inside the scope of the insurances of CONTRACTOR, it shall remain the responsibility of CONTRACTOR to furnish QP with satisfactory written certification from the insurer of CONTRACTOR that any such lien, attachment, charge or claim is covered by the insurance of CONTRACTOR before QP shall release any money withheld hereunder.

23.6 TECHNICAL INFORMATION which is in the possession of CONTRACTOR or

which are prepared or procured by CONTRACTOR in the performance of the SERVICES, shall be and remain the property of QP. Promptly upon completion, suspension or termination of the SERVICES and at such time or times prior thereto as QP may request, CONTRACTOR shall deliver to QP all TECHNICAL INFORMATION including that prepared or procured by CONTRACTOR as above, of which QP may after inspection of the same request delivery. CONTRACTOR shall provide information and documents in electronic format as more particularly described in Appendix A. Before accepting such software, QP may check against any viruses an clearance by QP is mandatory for the acceptance of the software.

ARTICLE 24 - ACCOUNTING RECORDS AND AUDIT RIGHTS 24.1 For any SERVICES performed, CONTRACTOR and its SUBCONTRACTORS

shall keep accurate accounts and time records showing all costs and charges incurred in accordance with internationally accepted accounting principles and practices.

24.2 QP or its authorised representative(s) or agent(s) shall have the right to

examine, during business hours, all books, records, accounts, correspondence, instructions, specifications, plans, drawings, receipts and memoranda of CONTRACTOR and its SUBCONTRACTORS insofar as they are pertinent to the CONTRACT, including without limitation, any agency related to the CONTRACT. Such right shall not extend to the audit of the makeup of any fixed rates, prices or percentage charges. CONTRACTOR shall be responsible for ensuring that all of its and its SUBCONTRACTORS’


documentation for such reimbursable costs is preserved and made available at any time for audit, without any additional compensation therefor, up to three (3) years from the COMPLETION DATE. QP shall have the right to photocopy or otherwise reproduce, at its own cost, any such books, records, accounts, correspondence, instructions, specifications, plans, drawings, receipts and memoranda of CONTRACTOR and its SUBCONTRACTORS.

24.3 QP shall have full audit rights for all documentation, including lump sum price

calculations in case of termination of the CONTRACT or any substantial portion thereof or where CONTRACTOR submits a claim, demand or proceeding against QP or its AFFILIATES arising out of or related to QP’s performance of the terms and conditions of the CONTRACT.

24.4 If an audit indicates errors or anomalies in CONTRACTOR’s invoices,

CONTRACTOR shall make appropriate invoice adjustments or promptly refund overpayments.

ARTICLE 25 - SEVERABILITY The invalidity or unenforceability of any portion or provision of the

CONTRACT shall in no way affect the validity or enforceability of any other portion or provision hereof. Any invalid or unenforceable portion or provision shall be deemed severed from the CONTRACT and the balance of the CONTRACT shall be construed and enforced as if the CONTRACT did not contain such invalid or unenforceable portion or provision.

ARTICLE 26 - LAWS AND REGULATIONS 26.1 The CONTRACT shall be governed by and construed and enforced in

accordance with the laws of the State of Qatar. 26.2 CONTRACTOR shall abide by and comply, and secure compliance by its

SUBCONTRACTORS, with all applicable laws, rules and regulations of any governmental or regulatory body having jurisdiction over the SERVICES.

26.3 CONTRACTOR shall comply and secure compliance by its

SUBCONTRACTORS with all QP regulations, policies and procedures related to the SERVICES which include, but not limited to, safety, security, health and environment.

26.4 CONTRACTOR shall obtain all licences, permits, temporary permits and

authorisations required by any applicable laws, rules and regulations for the performance of the SERVICES.

26.5 All costs for compliance with all applicable laws, rules and regulations and

obtaining authorities, approvals, licences and permits for performance of the SERVICES shall be for the account of CONTRACTOR.

26.6 All operations necessary for the performance of the CONTRACT shall be


carried on, so far as compliance with the requirements of the CONTRACT permits, so as not to interfere unnecessarily or improperly with the convenience of the public or the access to, use and occupation of places or properties whether in the possession of QP, CONTRACTOR, SUBCONTRACTORS or any other person. CONTRACTOR hereby indemnifies QP against all claims demands, proceedings, damages, costs, charges and expenses whatever arising in relation to any of the aforesaid matters in so far as CONTRACTOR is responsible for such interference.

ARTICLE 27 - SETTLEMENT OF DISPUTES 27.1 If a PARTY considers that a controversy, a claim, a dispute, a difference

and/or other similar matter arising out of or relating to the CONTRACT, or the interpretation thereof, or any breach thereof, or its termination, both while in force and after its termination (all such controversies, claims, disputes, differences and other similar matters are hereinafter referred to as "Dispute") exists, it shall notify the other PARTY of the Dispute in writing (such notification hereinafter referred to as “Dispute Notice”).

27.2 Neither PARTY shall have the right to raise a Dispute Notice if:

27.2.1 ninety (90) days elapsed after the date of discovery of the event giving rise to the Dispute; or

27.2.2 the event giving rise to the Dispute took place after the expiry of the

relevant Guarantee Period, subject only to the provisions of Article 11 and CONTRACTOR’s liability for latent defect.

27.3 Notwithstanding the provisions of Articles 27.2 above, if CONTRACTOR

considers that a Dispute has arisen due to instructions by QP which instructions, in CONTRACTOR’s opinion, affect execution of the SERVICES and impact on the CONTRACT PRICE and/or the EXECUTION PROGRAMME, CONTRACTOR shall before commencing any work or services resulting from such QP’s instructions and within a period not exceeding three (3) working days from the date it has received QP’s instructions giving rise to the Dispute, raise a Dispute Notice to QP. The Dispute Notice in this event shall (i) specify in detail the reasons for CONTRACTOR to consider QP’s instructions as affecting execution of the SERVICES, (ii) the specific provisions in the CONTRACT under which CONTRACTOR considers itself entitled for additional compensation and/or extension of the EXECUTION PROGRAMME and (iii) CONTRACTOR’s detailed estimate for the impact on the CONTRACT PRICE and/or the EXECUTION PROGRAMME. If QP agrees with CONTRACTOR’s Dispute Notice, the PARTIES shall proceed in accordance with Article 12 hereinabove. If QP rejects in full or in part CONTRACTOR’s Dispute Notice, the PARTIES shall proceed in accordance with Article 27.4. and 27.5 below.

27.4 QP and CONTRACTOR shall in good faith and using all reasonable efforts in

the spirit of co-operation take all steps as may be necessary or desirable to


settle amicably any Dispute through negotiations and other constructive discussions.

27.5 If after ninety (90) days from the date of raising a Dispute Notice, any PARTY

considers that, despite the good faith efforts of the PARTIES, the Dispute is not capable of being settled, the aggrieved PARTY may refer the Dispute to the competent court in the State of Qatar. The courts of Qatar shall have exclusive jurisdiction over any suit or legal proceeding relating to the CONTRACT. The PARTIES shall submit to the exclusive jurisdiction of the courts of Qatar as the proper legal venue for any dispute or controversy that cannot be settled by agreement between the PARTIES.

27.6 Notwithstanding the provisions of Articles 27.1, 27.2, 27.3, and 27.4 above,

QP will solely decide on all matters which are specifically reserved in the CONTRACT for decision by QP.

27.7 CONTRACTOR shall not at any time suspend performance of the SERVICES,

including any part thereof which is subject of a Dispute, or any of its obligations under the CONTRACT pending resolution or settlement of a Dispute and shall proceed with all due diligence with the SERVICES and all its other obligations in full compliance with the CONTRACT.

ARTICLE 28 - SURVIVAL OF PROVISIONS In order that the PARTIES hereto may fully exercise their rights and perform

their obligations hereunder arising from the performances of the SERVICES under the CONTRACT, such provisions of the CONTRACT which are of a continuing nature or which are required to ensure such exercise or performance shall survive the COMPLETION or termination of the CONTRACT for any cause whatsoever.

ARTICLE 29 - PUBLIC RELATIONS

CONTRACTOR agrees that all public relations matters arising out of or in connection with the SERVICES shall be the sole responsibility of QP. Therefore, CONTRACTOR shall obtain QP's prior written approval of the text of any announcement, publication or other type of communication concerning the SERVICES which CONTRACTOR or its SUBCONTRACTORS wish to release for publication. CONTRACTOR shall not use QP’s name in any publication without the prior written approval of QP.

ARTICLE 30 - NOTICES AND COMMUNICATIONS 30.1 All notices and other communications to be given under the CONTRACT shall

be in writing and shall be deemed to be effectively given:


(i) on receipt if personally delivered, or

(ii) on receipt if sent by prepaid registered mail with return receipt requested, or

(iii) on receipt if transmitted by facsimile, or If facsimile transmittal takes place after normal business hours, notice shall be deemed given on the opening of business on the following business day to the other PARTY at its address set out in Appendix D or Appendix E (or such other address if such has been properly notified to the other PARTY with fifteen (15) days prior notice).

30.2 Notwithstanding the provisions of Article 30.1, routine communication

transmitted by facsimile will not require a confirmation copy sent by mail.

ARTICLE 31 - CONFLICT OF INTEREST AND BUSINESS ETHICS

31.1 The term “Conflict of Interest” as used herein means any potential or actual circumstance where,

31.1.1 CONTRACTOR engages in duplication or overlap of services or works, and/or

31.1.2 CONTRACTOR and/or CONTRACTOR PERSONNEL: (a) improperly participate or influence any QP decision, and/or (b) actively or passively attempt to improperly influence any QP

decision, and/or (c) improperly gain, while executing the SERVICES, access to QP’s

Confidential Information which is either unrelated to the CONTRACT or which does not constitute Confidential Information under the CONTRACT, and/or

(d) improperly further CONTRACTOR’s or CONTRACTOR PERSONNEL’s interests or the interests of CONTRACTOR’s parent company, affiliates, sister companies, joint venturers or any other company or entity which CONTRACTOR or CONTRACTOR PERSONNEL have any interest therein, and/or

(e) give or receive from any QP employee anything of more than

nominal value. 31.2 CONTRACTOR represents and warrants that its entering into the CONTRACT

or its performance thereunder does not create nor will it create any Conflict of Interest as to any relationship, contractual, fiduciary or otherwise, which CONTRACTOR may have with QP or any third party.

31.3 CONTRACTOR represents and warrants that neither it nor CONTRACTOR PERSONNEL has entered into any Conflict of Interest.

31.4 CONTRACTOR further represents, warrants and shall ensure that neither it



nor CONTRACTOR PERSONNEL shall enter into any Conflict of Interest throughout the duration of the CONTRACT.

31.5 If any Conflict of Interest arises any time, CONTRACTOR shall so notify QP immediately.

31.6 CONTRACTOR agrees that CONTRACTOR PERSONNEL supplied to QP under the SERVICES shall be subject to QP Regulations Related to the Code of Ethics and Conflict of Interest.

31.7 CONTRACTOR warrants that neither it nor any CONTRACTOR PERSONNEL (i) has paid or shall pay any commission, fee, rebate or anything of more than nominal value to or for the benefit of any employee or officer of QP, (ii) has favoured or shall favour employees or officers of QP with gifts or entertainment of significant value, or (iii) shall enter into any business arrangement with any employee or officer of QP in their individual or any other capacity except as formally delegated to them by QP.

31.8 Upon occurrence of any Conflict of Interest or any other default of CONTRACTOR under the provisions of this Article 31, QP, at its sole discretion, shall determine and take appropriate action necessary in accordance with the rights and remedies available under the CONTRACT or at law.

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Professional Services GCOC (0306)