ABU DHABI GAS LIQUEFACTION COMPANY LIMITED

CONDITIONS OF CONTRACT

for

FRONT END ENGINEERING AND DESIGN (MAJOR)

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CONTENTS

CLAUSE SUBJECT

1. DEFINITIONS2. SCOPE OF SERVICES3. CONTRACT PROGRAMME4. PERFORMANCE OF SERVICES5. SERVICES TO BE PROVIDED BY COMPANY 6. REPRESENTATIVES7. INVOICES AND PAYMENT8. VARIATION9. INFORMATION AND TAX MATTERS 10. PERFORMANCE BOND11. CONFIDENTIAL INFORMATION12. LIABILITY, INDEMNITY AND INSURANCE13. APPLICABLE LAW AND ARBITRATION14. AGREEMENT INTERPRETATION & ENTIRE AGREEMENT15. ASSIGNMENT AND SUB-CONTRACTING16. SUSPENSION17. TERMINATION18. INDEPENDENT ENGINEER19. CONFLICT OF INTEREST / BUSINESS ETHICS20. FORCE MAJEURE21. LIENS AND CLAIMS22. WAIVER23. TITLE24. NOTICES 25. CUSTOMS LAW26. COMPLETION27. CONTINUING OBLIGATIONS28. AGGREGATE LIABILITY/ LIMITATION of LIABILITY29. SPECIAL CONDITIONS

Annexure A - Form of Performance Bond

FORM OF AGREEMENT

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(Typed on plain paper)

CONTRACT FOR: _________________________________________________________________(Insert Description of Works)ADGAS CONTRACT NUMBER: ______________________________________________________

This Agreement is made in Abu Dhabi, United Arab Emirates, on ___________________ but shall be

deemed effective from ____________________ (‘Effective Date’)

BY AND BETWEEN:

ABU DHABI GAS LIQUEFACTION COMPANY LIMITED ('ADGAS') duly organised under the laws of Abu Dhabi and whose postal address is Post Box 3500, Abu Dhabi, on the one part AND,

______________________________________________________________________ (‘Contractor’)

who’s postal address is_____________________________________________________________

___________________________________________________________________ of the other part.

WHEREAS,

ADGAS wishes to engage Contractor to perform and complete ______________________________

__________________________________________________ (hereinafter referred to as the 'Works') and in consideration of the payments to be made by ADGAS to Contractor for the satisfactory performance of the Works,

NOW THEREFORE, ADGAS and Contractor agree as follows:-

1. Definitions

In this Agreement words and expressions shall have the same meaning as are respectively assigned to them in the Conditions of Contract referred to in sub-clause 3.2 (ii) hereof.

2. Previous Communications

This Agreement supersedes all previous communications, whether oral or written, between the parties in relation to the Works to be provided hereunder.

3. Contract Documents

3.1 The term Contract is used to describe the contractual arrangement described within the body of this Agreement and for the purposes of this arrangement is mutually interchangeable with the term Agreement.

3.2 The Contract documents shall comprise the following:-

(i) This Agreement and its Appendices.

(ii) Conditions of Contract for ________________ Reference: _________________

Dated _________________

(ii) Other (list documents)

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3.3 The terms and conditions within the above several documents constitute the only agreement between the parties relative to the Works and no agreement or understanding between the parties varying or extending the same will be binding upon either party hereto unless in writing, signed by a duly authorised officer or representative thereof in which writing this Contract shall be specifically referred.

3.4 The several documents forming the Contract are to be taken as mutually explanatory but in the case of ambiguity or discrepancy, the documents shall be considered in the order of precedence as stated in 3.2 above.

4. The Works

The scope of the Works shall comprise:

Insert detail

as is more fully detailed in the Appendix I hereto.

5. Schedule of Key Dates

Pursuant to Clause______ of the Conditions of Contract the dates for commencement and completion of the Works by Contractor are as follows:

Commencement Date: _________________

Completion Date: _____________________

Other Key Dates and their associated events are more fully defined in Appendix II of the Agreement.

6. ADGAS's Representative

Pursuant to Clause ...... of the Conditions of Contract the ADGAS representative shall be and the extent of his authority is:

Insert details

7. Contractor's Representative

Pursuant to Clause ______ of the Conditions of Contract Contractor's representative shall be:

Insert details

8. Contractor's Personnel

Pursuant to Clause ______ of the Conditions of Contract the following shall be designated key personnel:

Insert details

9. Performance of the Contract

In consideration of the payments to be made by ADGAS to Contractor, as defined in APPENDIX II, Contractor hereby covenants with ADGAS to perform the Services in accordance with the provisions of the Contract.

(Optionally, when required add the following)

Contractor shall obtain and deliver to ADGAS and maintain in full force and effect throughout the Contract period, a Performance Bond pursuant to clause 9 of the Conditions of Contract, in

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a sum equivalent to ten per cent of the Contract Price, as may be amended in accordance with the Contract, and in the form and terms as Annexure A to the Conditions of Contract.

10. Currency of Contract

Payments to Contractor by ADGAS shall be made in (insert details of currency).

11. Limit of Financial Commitment

Total payments by ADGAS to Contractor under the terms of this Contract shall be limited to

____________________________ (insert amount in words and figures) , which sum shall not be exceeded without further written approval from ADGAS in the form of an Amendment to the Contract, to be signed by both parties.

12. Warranty Period

Pursuant to Clause ______ of the Conditions of Contract the Warranty Period shall be for a

period of ____________ (insert period in months/years) from the date of issue of the Provisional Acceptance Certificate.

(Note: where no warranty is required insert NOT USED)

13. Special Conditions

Pursuant to Clause ______ of the Conditions of Contract the following Special Conditions shall apply:

(Insert details)

WITNESS the signatures of ADGAS and the Contractor hereto in DUPLICATE ORIGINALS:

for Abu Dhabi Gas Liquefaction Company Limited

Name: __________________________________________Title: __________________________________________Date: __________________________________________

Signed in the presence of:

Name: __________________________________________Title: __________________________________________Date: __________________________________________

for (Insert name of Contractor)

Name: __________________________________________Title: ______ ____________________________________Date: __________________________________________

Signed in the presence of:

Name: __________________________________________Title: ______ ____________________________________.Date: __________________________________________

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1. DEFINITIONS

For the purposes of this AGREEMENT, the words and expressions listed hereunder shall have the meaning hereby assigned to them except where the context otherwise requires:

AFFILIATE l means any subsidiary or holding company or any company of any other subsidiary of such holding company.

CONTRACT means the Agreement and all the documents referred to therein in their due order of precedence

CONTRACT PRICE means the Agreement and all the documents referred to therein in their due order of precedence

ANNEXURES means ANNEXURES 1 through 10, which are attached hereto as part of this AGREEMENT.

COMPANY means ABU DHABI GAS LIQUEFACTION COMPANY LIMITED. (ADGAS)

COMPLETION means completion of the whole of the WORK in accordance with Clause 25.

CONFIDENTIAL INFORMATION

means any information of a technical, commercial or financial nature which is furnished to or obtained by ENGINEER directly or indirectly from COMPANY under this AGREEMENT and which is not in the Public Domain.

CONSULTANT means the consulting firm appointed by COMPANY to provide project management services in respect of the SERVICES and/or the PROJECT. CONSULTANT may also be referred to as the Project Management Consultant (PMC).

EFFECTIVE DATE means the date on which this AGREEMENT comes into force and the PARTIES’ obligations in respect thereof commence.

ENGINEER means the company appointed by COMPANY to perform SERVICES under this AGREEMENT.

FINAL ACCEPTANCE means the stage at which ENGINEER has fulfilled all its obligations under the AGREEMENT and the WARRANTY PERIOD following the issuance of PROVISIONAL ACCEPTANCE CERTIFICATE has expired.

FINAL ACCEPTANCE CERTIFICATE

means the certificate issued by COMPANY to ENGINEER confirming FINAL ACCEPTANCE.

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FORCE MAJEURE means strikes (excluding strikes occurring among the employees of ENGINEER or its Sub-contractors) or industrial disturbances of a general nature, acts of the public enemy, wars, undeclared wars, acts of governments including the governments of Abu Dhabi or the UAE, blockades, insurrections, riots, epidemics, landslides, earthquakes, lightning, civil disturbances, explosions and any other cause or event which is unpredictable, unsurmountable and similar to the kind enumerated or equivalent forces, not within the control of the party affected thereby and which that party is unable to overcome by exercise of due diligence. Force Majeure shall not include financial distress of either party and late delivery of materials or equipment or late performance of a Sub-contractor unless such late delivery or performance is itself caused by Force Majeure. In the event of any dispute, the party claiming to be affected by Force Majeure shall bear the burden of proving that it is so affected.

LICENSOR means any person, firm, company or partnership contracted by COMPANY to license any patent, know-how, technology or process for the design or operation of the facilities.

PARTY means COMPANY or ENGINEER.

PARTIES means COMPANY and ENGINEER.

PROJECT means the project as described in ANNEXURE-1.

PROVISIONAL ACCEPTANCE

means the stage when ENGINEER has satisfactorily completed all SERVICES under the AGREEMENT in accordance with the provisions of Clause 25, without prejudice to ENGINEER’s warranty obligations under the AGREEMENT.

PROVISIONAL ACCEPTANCE CERTIFICATE

means the certificate issued by COMPANY to ENGINEER confirming PROVISIONAL ACCEPTANCE.

RELEASE LETTER means the letter issued by ENGINEER releasing COMPANY from all claims and demands and contingent upon full and final payment.

PROGRAMME means the detailed work plan for carrying out the WORK which shall be prepared by the ENGINEER and which the COMPANY has approved as the current detailed work plan that the ENGINEER shall utilise in the performance of the SERVICES in accordance with the CONTRACT

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SERVICES means all services to be performed by ENGINEER under the AGREEMENT.

SITE means the location within the Emirate of Abu Dhabi where the installations/facilities will be constructed, installed and erected.

SUBCONTRACTOR(S) means any person or persons, firm, partnership, corporation or combination thereof employed by the ENGINEER for the performance of the SERVICES other than the employees of ENGINEER.

U.A.E. means the United Arab Emirates.

VARIATION means any and all changes in or relative to the SERVICES in accordance with Clause 8 hereof.

WARRANTY PERIOD means the eighteen (18) months period from the effective date of PROVISIONAL ACCEPTANCE CERTIFICATE, provided that the WARRANTY PERIOD may be extended in accordance with the AGREEMENT.

2. SCOPE OF SERVICES

Subject to the terms and conditions of this AGREEMENT, ENGINEER undertakes to provide COMPANY with the SERVICES as described in the AGREEMENT. The scope of SERVICES may be increased or decreased by COMPANY at any time in accordance with the provisions of this AGREEMENT.

3. CONTRACT PROGRAMME

3.1 The Service shall be deemed to have commenced on the Effective Date of the Contract as specified in the Agreement and shall continue thereafter in accordance with the Contract Programme, as Appendix II to the Agreement, subject to ADGAS's rights under the Contract.

3.2 Engineer shall submit a detailed network based project control programme and detailed “S” curve developed from the Contract Programme, within the time specified in the Contract, which shall identify the procedure and sequence by which the Service will be performed and against which progress will be monitored. Engineer shall provide such additional details and information relating to the project control programme and to Engineer’s compliance thereof as ADGAS may reasonably require from time to time.

3.3 If at any time during the course of its performance of the Services, the Engineer for any reason believes that the Service, or any part thereof, cannot be completed in accordance with the Contract and/or in accordance with the Contract Programme, then Engineer shall promptly notify ADGAS in writing of such possible delay and specify the following;

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a) the cause of the delay

b) the effect on the Contract Programme

c) the remedial action considered appropriate by Engineer

Thereafter the parties shall meet to agree on the change, if any, to the Contract and/or Contract Programme necessary to overcome the cause of the delay.

3.4 If in the opinion of ADGAS, Engineer’s progress is inadequate or Engineer fails to achieve the desired progress in accordance with the Contract Programme, then ADGAS shall notify the Engineer in writing, stating the nature of the delay in Engineer’s performance and Engineer shall immediately take such actions as ADGAS considers necessary, and at Engineer’s cost and expense, to recover the delay or comply with the requirements of the Contract.

4. PERFORMANCE OF SERVICES

4.1 ENGINEER warrants that it shall perform the SERVICES in a professional and highly skilled manner, consistent with such good industry practices as are customarily employed and are in accordance with established codes and standards and meet the requirements stated in the AGREEMENT.

4.2 ENGINEER warrants that the personnel assigned by it under this AGREEMENT will be highly skilled, experienced and specialist in their respective fields and capable of doing the work required from them. ENGINEER shall exercise all reasonable skill, care and diligence in the discharge of its obligations under this AGREEMENT.

4.3 ENGINEER shall submit to COMPANY for COMPANY's review and approval a Man-power Mobilisation Request along with the Curriculum Vitae of its personnel assigned to carry out the SERVICES. COMPANY will notify ENGINEER of its approval to mobilise the proposed personnel. Thereafter, ENGINEER shall not change such approved personnel for its convenience for the duration of their required tenure without prior approval of COMPANY, which shall not be unreasonably withheld.

ENGINEER shall arrange for mobilisation/demobilisation of its personnel at all locations including visas, licenses, residence permits, work permits and applicable licences and for entry and egress of personnel in accordance with the requirements of the SERVICES to be performed.

ENGINEER shall promptly remove and replace at its own cost, if COMPANY so demands in writing, any of its employees or employees of its SUB-CONTRACTORS, who are found to be careless or negligent or who are not qualified to perform the work assigned to them or who are not, in the opinion of COMPANY, trustworthy or of good behaviour.

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COMPANY’s decision with respect to the removal of personnel in all such matters shall be final and binding on ENGINEER.

4.4 ENGINEER shall promptly review all data, information, designs and drawings provided by COMPANY hereunder and promptly bring to the attention of COMPANY in writing all things which in ENGINEER's opinion appear to be deficiencies, inaccuracies, omissions, contradictions or ambiguities in such data, information, designs and drawings.

4.5 Where any part of the SERVICES is required to be performed in the Emirate of Abu Dhabi, the following conditions shall apply:

4.5.1 COMPANY shall allow ENGINEER access to so much of the SITE where the SERVICES are to be carried out as COMPANY may determine. ENGINEER shall comply with COMPANY's rules and regulations regarding safety, personnel and vehicle movements on its properties.

4.5.2 COMPANY’s normal working hours are forty (40) hours per week spread over five (5) days for offices located in Abu Dhabi city and sixty (60) hours per week spread over six (6) days for offices located at SITES.

4.5.3 ENGINEER shall be responsible for and shall obtain the approval of COMPANY prior to the performance of the SERVICES. Whenever performance of the SERVICES on COMPANY's property or at its facilities coincides with the activities or operations of others for COMPANY, ENGINEER shall first obtain COMPANY's prior approval of the sequence and scheduling of the SERVICES and shall not interfere with operations or facilities except to the extent of such approval.

4.5.4 COMPANY shall have the right at all reasonable times to supervise the performance of the SERVICES by ENGINEER. The supervision of the SERVICES by COMPANY shall not be deemed acceptance thereof by COMPANY, and shall not relieve ENGINEER of any of its obligations set forth in this AGREEMENT.

4.5.5 ENGINEER and its employees shall comply with COMPANY's rules and regulations (including any subsequent changes or instructions as may be issued from time to time) concerning health, safety, environment, security and welfare.

4.5.6 Unless otherwise agreed between the PARTIES, ENGINEER shall be solely responsible for and, where applicable, shall provide at its sole cost and expense all passports, visas, no objection certificates, work permits, residence visas, certificates of medical fitness, drivers licenses, security passes, and all other permits and documentation as may be required for its employees to perform the SERVICES.

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Without prejudice to ENGINEER's responsibility to ensure that each of its employees satisfies all statutory and regulatory requirements to proceed to and perform SERVICES, COMPANY will, upon written request, provide assistance to ENGINEER in obtaining immigration and security permits by furnishing to ENGINEER letters of support addressed to the relevant authorities.

4.5.7 All medical treatment or hospitalization of ENGINEER personnel including medical examinations, vaccinations, and inoculations shall be provided by ENGINEER at its sole cost and expense; provided, however, that in the event of emergency and without prejudice to the provisions of Clause 12 of the AGREEMENT, COMPANY may, to the extent available, provide, at the then current rates and charges, emergency medical treatment to ENGINEER's personnel who are performing SERVICES at the SITE under this AGREEMENT.

4.5.8 ENGINEER shall not be relieved or excused from any obligation under this AGREEMENT as a result of any lack of knowledge as to the nature of the SITE, means of access, local facilities, labour conditions and practices, or similar matters affecting performance of the SERVICES.

4.5.9 ENGINEER shall submit periodic progress reports covering the SERVICES in accordance with the formats and frequency to be approved by COMPANY.

4.6 ENGINEER shall provide facilities and services for COMPANY’s personnel as per ANNEXURE-6 within the AGREEMENT PRICE.

4.7 If at any time during the WARRANTY PERIOD, COMPANY gives ENGINEER a notice of an error, omission or deficiency on part of ENGINEER to perform the SERVICES in accordance with the provisions of the AGREEMENT, then ENGINEER shall at its own cost execute all works and services as are necessary to correct such error, omission or deficiency. In respect of any loss or damage which in any way arises out of or is connected with the performance of non-performance by ENGINEER of its obligations hereunder, the liability of ENGINEER shall be limited to the satisfactory performance or re-performance by ENGINEER of the SERVICES at no cost to COMPANY during the WARRANTY PERIOD with respect to the obligation in question to the exclusion of all other liabilities under this AGREEMENT.

5. SERVICES TO BE PROVIDED BY COMPANY

5.1 Whenever SERVICES are to be performed in the Emirate of Abu Dhabi, COMPANY will, upon ENGINEER’s written request, provide assistance to

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ENGINEER in obtaining immigration and security permits by furnishing to ENGINEER letters of support addressed to the relevant authorities. The provision of such letters shall not relieve ENGINEER from its obligations to obtain the security passes, visas, permits and approvals to commence and complete the SERVICES in accordance with this AGREEMENT.

5.2 Other facilities / services to be provided by COMPANY, if any, shall be in accordance with the provisions of ANNEXURE-7

6. REPRESENTATIVES

6.1 As on the EFFECTIVE DATE, ENGINEER shall designate a competent authorised representative acceptable to COMPANY to represent and act for ENGINEER (hereinafter referred to as ENGINEER’s Representative) and shall inform COMPANY in writing of the name and address of such representative and the scope of his authority. All notices, determinations, directions, instructions and other communications given to ENGINEER’s Representative by COMPANY shall be deemed to be given to ENGINEER as to all matters pertaining to this AGREEMENT and the performance of the PARTIES hereunder. ENGINEER shall not change the ENGINEER’s Representative without prior written approval of COMPANY.

As of the EFFECTIVE DATE, ENGINEER shall designate a Senior Management Representative from ENGINEER's Head Office, acceptable to COMPANY, in the position of Executive Sponsor for co-ordination in executing the SERVICES. Such representative shall be available for discussion as and when deemed necessary by COMPANY’s Senior Management.

6.2 COMPANY shall appoint and maintain an individual who shall be authorised to act on behalf of COMPANY (hereinafter referred to as COMPANY’s Representative) and with whom ENGINEER may consult at any reasonable time and whose instructions, requests and decisions will be binding upon COMPANY as to all matters pertaining to this AGREEMENT and the performance of the PARTIES hereunder.

COMPANY may appoint a PROJECT MANAGEMENT CONSULTANT (CONSULTANT) to manage and administer the AGREEMENT on behalf of COMPANY. All instructions, determinations and approvals given by CONSULTANT in writing shall be deemed to be given by COMPANY and ENGINEER shall be bound by them. COMPANY and/or CONSULTANT shall be construed accordingly.

ENGINEER undertakes to provide to CONSULTANT with all information relating to the SERVICES and grant CONSULTANT access to HOME OFFICE, SITE or any other place where SERVICES are being performed to the same extent as it is providing to COMPANY under this AGREEMENT.

ENGINEER acknowledges that CONSULTANT shall assume and undertake the day to day functions of COMPANY in the management and

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administration of this AGREEMENT.

7. INVOICES AND PAYMENT

7.1 Engineer's invoices in respect of the Services shall bear the Contract number stated in the Agreement and shall be supported by such documentation as may reasonably be required by ADGAS.

7.2 Engineer's invoices shall be submitted monthly, in arrears and in triplicate showing the sum or sums due for payment in accordance with the provisions of the Contract. Invoices shall be submitted in triplicate to:

Abu Dhabi Gas Liquefaction Company LimitedPO Box 3500Abu DhabiUnited Arab Emirates

and marked "For the attention of the Chief Financial Officer (CFO)"

7.3 ADGAS shall pay correct invoices normally within thirty (30) days of receipt. If ADGAS shall dispute any item on any invoice in whole or in part or if the invoice is prepared or submitted incorrectly in any respect, ADGAS shall advise the Engineer of the amount(s) in dispute and shall instruct the Engineer to issue a credit note for the said disputed amount(s). ADGAS shall pay the undisputed portion of the invoice normally within thirty (30) days from receipt of Engineer's credit note.

7.4 In the case of remuneration in accordance with a schedule of rates the rates shall be deemed to be fixed for the duration of the Contract (or such other period as may be stated in the Agreement).

7.5 The total amount payable by ADGAS to Engineer for the Services shall be limited to the amount shown in the Agreement which sum shall not be exceeded without ADGAS's prior written authorisation given by a formal amendment to the Contract.

7.6 All payments by ADGAS to Engineer shall be in the currency of the Contract stated in the Agreement.

7.7 Not later than sixty (60) days after the date of issue of the Defects Liability Certificate, the Engineer shall submit to ADGAS an invoice of final account, complete with full supporting documentation, showing in detail the value of the work done in accordance with the Contract together with all further sums which the ENGINEER considers to be due to it under the terms of the Contract, up to the date of issue of the Defects Liability Certificate.

7.8 Payment by ADGAS of any of the Engineer 's invoices shall be without prejudice to ADGAS’s rights subsequently to challenge the correctness thereof.

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8. VARIATION

8.1 If a VARIATION to the SERVICES is required, COMPANY shall initiate such VARIATION by forwarding to ENGINEER a written request describing the nature of the VARIATION. ENGINEER shall prepare and forward to COMPANY a statement of the consequences of such VARIATION to:

i) SCHEDULEii) CONTRACT PRICE

If COMPANY decides the VARIATION should be carried out, it shall give its written acceptance of the said statement. Notwithstanding any dispute between COMPANY and ENGINEER with regard to the consequences of the VARIATION, ENGINEER shall, upon COMPANY’s written instruction, forthwith proceed with the VARIATION pending mutual agreement on the consequences of the VARIATION.

8.2 The prices for the VARIATION shall be established by reference to the applicable rates specified in ANNEXURE-7 or if no such rates exist, a fair valuation of the work to be performed or to be deleted.

8.3 No VARIATION shall result where the work is within the scope of SERVICES or is due to ENGINEER's failure to comply with this AGREEMENT.

8.4 If during the performance of SERVICES, ENGINEER is of the opinion that any instruction received from COMPANY or any other development affecting the SERVICES should be treated as a VARIATION, it shall notify COMPANY in writing within fifteen (15) days, from receipt of such instruction or other development, of its opinion and shall await COMPANY's further instructions. If ENGINEER fails to so notify COMPANY of its opinion, any work or SERVICES carried out pursuant to such instruction or any other development affecting the SERVICES shall not be construed as a VARIATION.

8.5. Notwithstanding any dispute between COMPANY and ENGINEER as to whether an instruction constitutes a VARIATION or not, ENGINEER shall forthwith proceed with carrying out the SERVICES in accordance with COMPANY's instruction pending settlement, within ten (10) working days, as to whether such instruction constitutes a VARIATION or not.

9. INFORMATION AND TAX MATTERS

9.1 On request, ENGINEER shall supply and shall procure any Sub-contractor or supplier hereunder to supply to ADGAS such information (including documentary information) in connection with its or its Sub-contractors' or suppliers' activities under or pursuant to this Contract as may be required by ADGAS for any of the following purposes:

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a) to enable ADGAS to comply with the lawful demand or requirement for such information by any Authority to ensure that all requirements of the applicable law are being complied with by ENGINEER.

b) to enable ADGAS to conduct, defend, negotiate or settle any claim arising out of, or in connection with, such activities, whether or not such claim shall have become the subject of arbitration or judicial proceedings,

c) to enable ADGAS to make any application (including, but without limitation, any claim for any allowances or reliefs) or representation in connection with, or to contest any assessment on, or liability of ADGAS to any taxes,

9.2 The obligations of ENGINEER set forth above shall subsist for a period of five (5) years commencing with the date of agreement by ADGAS of ENGINEERs’ final statement of account under the Contract, and ENGINEER shall retain and shall procure any Sub-contractor or supplier hereunder to retain, all information and documents in connection with its activities under or pursuant to the Contract as shall enable ENGINEER to comply with its above obligations.

9.3 ENGINEER shall pay, and shall ensure that its Sub-contractors shall pay, all taxes properly and lawfully assessed or imposed by any Authority in connection with the carrying out of the SERVICES.

9.4 ENGINEER shall indemnify and keep indemnified ADGAS against all liabilities incurred as a consequence of breach by ENGINEER or any Sub-contractor or supplier of any of the obligations under sub-clause 1, 2 and 3 hereof and all actions, proceedings, claims, damages, charges, costs and expenses whatsoever in relation thereto under this Contract.

9.5 ENGINEER is deemed to have taken into account in the Contract Price all taxes, levies or contributions having effect on the Date of Submission of Commercial Bids or the date of submission of revised Commercial Bid.

9.6 If, on or after the date of Submission of Commercial Bids or the date of submission of revised Commercial Tender of the Contract there shall be any change in the level or in the incidence, or any new incidence or abolition, of any UAE tax, levy or contribution excluding any tax on profits or gains, which are by law payable by ENGINEER or any Sub-contractor or supplier hereunder in respect of its employees working wholly on the Services or in respect of ENGINEER 's or any Sub-contractors or supplier's activities under the Contract or any sub-contract or purchase order hereunder, the net amount of such change or new incidence or abolition shall constitute an addition to, or deduction from, the sums payable to ENGINEER under the Contract.

9.7 ENGINEER shall submit to ADGAS with its monthly statements full details of any addition or deduction to be made pursuant to the above, and all

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payments after submission of such details shall take account of the additions or deductions to which such details shall relate.

9.8 ENGINEER shall insert provisions into each Sub-contract or purchase order hereunder imposing on each Sub-contractor or supplier obligations, which will enable the ENGINEER to comply with its obligations under sub-clause 1 to 6 hereof. The net amount due to, or from, any Sub-contractor or supplier hereunder as a result of any change, new incidence or abolition arising from the provisions of sub-clause 5 hereof shall be paid to, or recovered from, ENGINEER by ADGAS as though such increase or decrease had directly affected ENGINEER.

9.9 For the purposes of this Clause only, "tax" includes any tax, duty or charge and any penalty or interest thereon and any other costs and charges whatsoever assessed or imposed by any Authority.

10. PERFORMANCE BOND

10.1 The ENGINEER shall within fourteen (14) days of the Effective Date obtain and deliver to ADGAS an irrevocable and unconditional Performance Bond issued by a bank or banks registered in the Emirate of Abu Dhabi in accordance with the format/wordings attached as Annexure – 8.

10.2 The Performance Bond shall bind the ENGINEER and the bank or banks jointly and severally in the sum stated in the Agreement, for the due performance of the SERVICES and such Performance Bond shall remain valid until the expiry of the Defects Liability Period.

The value of the Performance Bank Guarantee shall be reduced to fifty percent (50%) of its then current value upon issuance of the PROVISIONAL ACCEPTANCE CERTIFICATE.

10.3 The form and terms of the Performance Bond shall be as ANNEXUE A hereto and shall be subject to review and approval of ADGAS. All costs thereof shall be at the expense of the ENGINEER.

10.4 If, in the opinion of ADGAS, the ENGINEER shall default in any of its obligations under the Contract, then notwithstanding any other options available to ADGAS under the terms of the Contract, ADGAS may, at its sole discretion, exercise its rights as provided by the terms of the aforementioned Performance Bond.

10.5 Prior to exercising such rights, ADGAS shall advise ENGINEER in writing, stating the nature of the default in respect of which the claim is to be made. Any such claim shall be without prejudice to ADGAS's other rights under the Contract.

10.6 No claim shall be made against the Performance Bond after the expiry of the

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Defects Liability Period and the Performance Bond shall be returned by ADGAS to the ENGINEER within fourteen (14) days of the issue of the Defects Liability Certificate.

10.7 The Performance Bond amount and / or validity shall be adjusted in case of change in the Contract Price / Schedule.

11. CONFIDENTIAL INFORMATION

11.1 For a period of fifteen (15) years, ENGINEER shall not, without the prior written consent of ADGAS, disclose, or make available to any person, other than ADGAS, or use, directly or indirectly, except for the performance and implementation of this AGREEMENT, any information acquired from ADGAS, its subsidiaries or affiliates in connection with the performance of this AGREEMENT. The above provision shall act for both Parties, reciprocating, in case of information / data are provided by both Parties

11.2 The foregoing restrictions shall not apply to any information disclosed by ADGAS to ENGINEER which:

a) at the time of disclosure is in the public domain, or

b) after disclosure becomes part of the public domain other than byaction of ENGINEER, or

c) ENGINEER can show was rightfully in its possession at the time of disclosure without limitation or restriction as to use or disclosure, and was not acquired directly or indirectly from ADGAS, or

d) ENGINEER rightfully receives from any third party who did not receive such information directly or indirectly from ADGAS with limitation or restriction as to use or disclosure.

12. LIABILITY, INDEMNITY AND INSURANCE

12.1 LIABILITY

12.1.1 ENGINEER shall exercise all reasonable skill, care and diligence in the performance of its obligations under this AGREEMENT, but in respect of any loss or damage which in any way arises out of or is connected with the performance or non-performance by ENGINEER of such obligations the liability of ENGINEER shall be limited to any case of negligence or default on his part and shall consist solely in satisfactory performance or re-performance, as the case may be, by ENGINEER and at no cost to ADGAS of the obligation in question, to the exclusion of all other liability.

12.1.2 Neither COMPANY nor ENGINEER shall be liable to the other for

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any indirect or consequential loss or damage, including without limitation loss of product or equipment or facility down-time or loss of profit or loss of opportunity, or revenue or increased costs of finance or like items of damage.

12.2 INDEMNITY

12.2.1 ENGINEER shall keep COMPANY, its servants or agents indemnified against any claims, actions or proceedings brought or instituted against COMPANY, its servants or agents by any of ENGINEER 'S employees, servants or agents or any other third party in connection with, relating to or arising out of the performance of the SERVICES under this AGREEMENT.

12.2.2 ENGINEER shall indemnify COMPANY against any liability for any accident, death or injury to COMPANY's servants or agents and against any loss of or damage to any property belonging to COMPANY, its servants or agents which may arise out of the performance of the SERVICES under this AGREEMENT and against all costs, claims, demands and damages involved therewith.

12.2.3 ENGINEER agrees to hold harmless and indemnify COMPANY, its respective agents and the employees of each and every one of the foregoing, from and against any and all claims, suits, costs, liabilities, judgments, fines, penalties or demands in respect of damage to or loss of third party property and injury to or death of any person, caused by any of ENGINEER or any of his respective agents or employees and arising out of or in relation to the performance of SERVICES under this AGREEMENT.

12.3 INSURANCE

12.3.1 Without limitation to Its obligations and responsibilities during the whole period of this AGREEMENT, ENGINEER shall obtain and maintain in the joint names of COMPANY, ENGINEER and its SUB-CONTRACTOR(S), a Workmen's Compensation Insurance (Employer's Liability) with a limit of liability not less than Arab Emirates Dirhams One Million (AED. 1,000,000) per occurrence and shall cause its Insurers or Underwriters thereof to waive their rights of subrogation against COMPANY its subsidiaries and all other companies in ADGAS's Group.

Where applicable to the performance of the SERVICES, ENGINEER shall at its own expense be responsible for arranging a Motor Vehicle, Third Party and Passenger Liability Insurance which shall provide an unlimited indemnity for death or injury to persons and the equivalent of not less than Arab Emirates Dirhams One Million (AED. 1,000,000) per occurrence for loss of or damage to property. Insurance Policies provided by ENGINEER shall contain

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an express waiver of subrogation against COMPANY, servants, agents and all other companies in ADGAS's Group.

ENGINEER shall procure and maintain Professional Indemnity Insurance for protection from claims arising out of performance of professional services caused by negligent error, omission and/or act for which the insured is liable; Such Professional Indemnity Insurance shall provide for coverage in such amounts and for such period of time as set forth below, and certificates indicating that such Insurance is in effect shall be delivered to ADGAS. Such policy shall also contain a provision to the effect that in case of cancellation, a notice shall be sent to the COMPANY of the impending cancellation and that such cancellation shall not be effective for a period of 30 days after receipt of such notice. In the event of such cancellation, the ENGINEER shall immediately replace said policy with another acceptable to ADGAS.

Between USD 2,000,0001- and USD 10,000,000/- each and in the aggregate based on the size of Contract (Limit 1 amount to be specified on case to case basis).

This Insurance shall be maintained in force during the period of AGREEMENT and after the completion of professional services under this AGREEMENT until the expiration of any applicable statutes of limitation. In the event there is no such statute specifically applicable to design and construction or improvements to real property, this Insurance shall be maintained by ENGINEER for a period of three (3) years after the date of FINAL ACCEPTANCE CERTIFICATE.

12.3.2 COMPANY shall have no responsibility whatsoever for any loss of or damage to any property or personal effects belonging to ENGINEER 's employees, its servants or agents or to those of ENGINEER 's SUB-CONTRACTOR(S).

a. ENGINEER shall, prior to the commencement of any SITE activity, submit the Insurance Confirmation Letter (ANNEXURE E) confirming that the required Insurance Policies have been effected by ENGINEER. COMPANY reserves the right to examine the wording of the Policies/ Certificate(s), require evidence that the Policy Premiums have been paid to the Insurers and that the Policies shall remain in force throughout the duration of the AGREEMENT.

b. ENGINEER shall prior to commencing of any SITE activity submit all insurance policies to COMPANY for examination and approval, together with the evidence that the policy premium has been paid to Insurers and shall maintain in force throughout the duration of the AGREEMENT.(This

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requirement of submission of policies applies to projects/works/services having a value of more than USD 60MM for onshore & USD 45 MM for offshore projects).

12.3.3 INSURERS TO BE USED

Insurances arranged in accordance with Sub-Clause 12.3 shall be effected in accordance Clause 6 of Federal Law No 7 (1984), with the ADNOC Approved Insurance Companies (as per list hereunder), as far as possible, but End Users /ADNOC Group Companies may at their discretion accept Insurance Policies from other competent Insurance Companies provided that such Policies meet all other requirements mentioned in this Clause.

Insurance shall be effected within 14 (Fourteen) days of the effective

date of the Contract, with the following Abu Dhabi national insurance companies:

1. M/s. Abu Dhabi National Insurance Company (ADNIC)2. M/s. Al Ain Ahlia Insurance Company (AAA)3. M/s. Emirates Insurance Company (EIC)4. M/s. Al Dhafra Insurance Company 5. M/s. Al Khazna Insurance Company6. M/s. Al Wathba National Insurance Company (AWNIC)7. M/s. Abu Dhabi National Takaful Company(TAKAFUL)8. M/s. Qatar Insurance Company (QIC)9. M/s. Oman Insurance Company (OIC)10. M/s. Arab Orient Insurance Company (AOIC)11. M/s. Al Sagr National Insurance Company (ASNIC)12. M/s National Health Insurance Company (DAMAN)13. M/s. National Takaful Company(WATANIA)14. M/s. Al Hilal Takaful15. M/s. Insurance House

12.3.4 All deductibles or liabilities in excess of the indemnities provided under the insurances effected by ENGINEER /SUB-CONTRACTOR shall be for the account of and paid by ENGINEER or its SUB-CONTRACTOR(S)

13. APPLICABLE LAW AND ARBITRATION

13.1 The Contract shall be construed and take effect in accordance with the laws

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of Abu Dhabi and the United Arab Emirates.13.2 ENGINEER shall at its own expense and at all times comply with all laws,

rules and regulations of any Authority and which are from time to time in force during the period of performance by ENGINEER of its obligations under the Contract.

13.3 If any dispute or difference of any kind whatsoever shall arise between the parties in connection with or arising out of the Contract, the matter shall in the first instance be referred by the one party to the other. Such reference shall state that it is made pursuant to this clause. Within thirty (30) days of receipt of such notice by one party to the other both parties shall meet to discuss the dispute and shall pursue and agree an amicable solution of the aforesaid dispute to the satisfaction of both parties to the Agreement.

13.4 If the parties fail to arrive at an amicable solution within sixty (60) days from receipt of the notice served pursuant to sub-clause 1 hereof, then the dispute shall be determined by an independent expert, to be agreed upon and jointly appointed between the parties within a further period of thirty (30) days thereafter.

13.5 In the event that the parties fail to agree on the appointment of an independent expert, then such dispute or difference shall be finally settled by arbitration under the rules of the Conciliation and Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with the said rules. The proceedings and all papers sent or presented shall be in the English language. Arbitration proceedings shall take place in Abu Dhabi unless otherwise agreed by the parties hereto.

13.6 The decision of any expert or arbitrators as provided for under sub-clause 2 and 3 hereof shall be deemed final and binding upon the parties and judgment thereon may be entered in any court having jurisdiction. The arbitration award shall be in lieu of any other remedy.

13.7 The costs of any expert determination or arbitration proceedings shall be borne equally by the parties hereto.

14. AGREEMENT INTERPRETATION AND ENTIRE AGREEMENT

14.1 The Clauses of this AGREEMENT and the ANNEXURES attached hereto shall be read and construed as a whole and as complementing one another, but if there should be any conflict or discrepancy between the Clauses and the ANNEXURES, the Clauses shall prevail. In the event of any conflict or discrepancy between the ANNEXURES, COMPANY will decide which document shall prevail. Headings are given for guidance and convenience only and shall not affect the interpretation of the AGREEMENT.

14.2 This AGREEMENT, including the ANNEXURES attached hereto, embodies the entire agreement between ENGINEER and COMPANY with respect to the SERVICES. The PARTIES shall not be bound by or be liable for any

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statement, representation, promise, inducement or understanding of any kind or nature not set forth herein. No changes, amendments or modifications of the terms or conditions of the AGREEMENT shall be valid unless reduced to writing and signed by the PARTIES.

15. ASSIGNMENT AND SUBCONTRACTING

15.1 Engineer shall not assign, sub-let or sub-contract all or any part of its rights, liabilities, or obligations hereunder or the Services to be performed hereunder without ADGAS's prior written consent. Such consent to assign, sub-let or sub-contract shall not relieve ENGINEER of any liability or obligation under the Contract.

15.2 ADGAS may assign or sub-let the whole or part of its rights, liabilities and obligations to any other party upon the same terms and conditions as those agreed between the parties hereto without the consent of Engineer. However, ENGINEER shall be notified of ADGAS intentions seven (7) days in advance.

15.3 Wherever appropriate reference to Engineer shall extend to include its representative/ assigns/vendors/sub-contractors, etc., with respect to its obligations and responsibilities for performance of the Contract.

16. SUSPENSION

16.1 ADGAS shall have the right to suspend the whole or any part of the Services at any time and from time to time for any reason by giving seven (7) days’ notice to ENGINEER specifying that part of the Services which is to be suspended and the effective date of such suspension.

16.2 Engineer shall forthwith secure, make safe and protect all work performed up to the date of suspension and shall cease performance of the suspended Services during the suspension.

16.3 Engineer shall, during any period of suspension, continue to perform any non-suspended work with all due diligence.

16.4 In the event of suspension under this Clause, ADGAS shall pay Engineer for work satisfactorily performed up to the date of suspension that portion of the Contract Price applicable thereto and, unless caused by an act of Force Majeure or ENGINEER's default, such other reasonable direct costs incurred by ENGINEER in complying with ADGAS's instructions. However ADGAS shall not pay for any such direct costs if the suspension was necessary by reason of default on the part of the Engineer.

17. TERMINATION

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With Cause

17.1 ADGAS may without prejudice to its other rights forthwith terminate the Contract by giving notice in writing to Engineer:

a) If any present or future mortgage, charge, pledge or other security on or over the whole or any part of the undertaking, property, assets or revenues of Engineer becomes enforceable and any step (including the taking of possession or the appointment of a receiver or manager or administrative receiver) is taken to enforce that security.

b) If Engineer is or becomes bankrupt and/or is unable to pay its debts as they fall due or is deemed unable to pay its debts,

c) If Engineer begins negotiations or takes any proceeding or other step with a view to readjustment, rescheduling or deferral of all of its indebtedness or any voluntary arrangement by way of a composition in satisfaction of its debts or a scheme of arrangement of the affairs of the Engineer or a compromise or arrangement between the Engineer and its creditors or members shall be proposed, approved or effected.

d) If a distress, attachment, execution or other legal process is levied enforced or sued out on or against all or a substantial part of the property or assets of the Engineer.

e) If any step is taken by any person for the winding-up or liquidation of, or the appointment of an administrator in relation to, the Engineer.

17.2 If Engineer defaults in the performance of its obligations under the Contract and fails to correct such default immediately or if immediate correction is not possible fails to commence and continue effective action to correct such default, then after ten (10) days written notification from ADGAS, ADGAS may without prejudice to its other rights under this Contract terminate the Contract by giving written notification specifying the date of such termination.

Without Cause

17.3 ADGAS reserves the right to terminate the Contract at any time by giving Engineer written notification specifying the date of termination. On the date of such termination Engineer shall discontinue performance of the Services and shall wholly comply with ADGAS's instructions regarding such termination. ADGAS shall pay Engineer in respect of Services satisfactorily performed up to the date of termination and other reasonable associated direct costs incurred by Engineer in complying with ADGAS's instructions, in accordance with the terms of the Contract. In no event shall Engineer be entitled to any prospective profits or any damages because of such termination.

17.4 In the event of termination under sub-clause 1 or 2 above ADGAS shall

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have the right to complete the Services or employ others to complete the Services and to recover from Engineer all costs incurred by ADGAS in excess of those costs that ADGAS would have incurred had the Contract not been terminated together with all other costs associated with or arising from the termination. ADGAS shall have the right to recover such costs either directly from Engineer or by deducting such costs from any moneys due or which become due to Engineer. Following termination as aforesaid, Engineer shall not be entitled to any further remuneration for Services carried out prior to termination until such time as the Services are completed and all costs have been finally ascertained by ADGAS.

17.5 In the event of ADGAS exercising its rights under the provisions of sub clauses 1, 2 or 3 hereof, Engineer shall promptly deliver to ADGAS all data, calculations and other matter all on an appropriate medium together with copies of all drawings, specifications and other documents prepared or obtained by Engineer in connection with the Services including the originals thereof and carry out ADGAS's instructions concerning any cancellation or assignment of sub-contracts, purchase orders and any other matters arising out the Contract which ADGAS decides are necessary or expedient.

17.6 Engineer shall ensure that corresponding termination provisions relating to this clause are included in sub-contracts and purchase orders including cancellation and rights of assignment.

18. INDEPENDENT ENGINEER

In the performance of the Contract, it is agreed by the parties hereto that the ENGINEER is an independent ENGINEER and in no way an agent of ADGAS. The ENGINEER has no authority to bind ADGAS in any way without the express prior written agreement of ADGAS. All persons employed by the ENGINEER or introduced by the ENGINEER in its performance of the Contract shall be regarded as employees (or agents as the case may be) of the ENGINEER alone, and all debts, liabilities and obligations of any kind imposed upon or incurred by the ENGINEER in its performance of the Contract shall be the debts, liabilities and obligations of the ENGINEER alone.

19. CONFLICT OF INTEREST / BUSINESS ETHICS

Any additional conditions applicable to the Contract shall be numbered consecutively with the foregoing Conditions of Contract and be stated in the Agreement.

19.1 ENGINEER shall conduct its operations in a lawful manner consistent with the highest ethical standards of the business community.

19.2 ENGINEER acknowledges that it has submitted to ADGAS prior to the

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EFFECTIVE DATE, a description of all current contracts, undertaking, bids, letters of intent, relationship, business associations, joint ventures, partnerships or other arrangements (collectively referred to as "arrangements") relating to any direct or indirect involvement of ENGINEER or any of its AFFILIATES with any aspect of the SERVICES or the PROJECT and which may place the ENGINEER or any of its affiliates in a conflict of interest position, or adversely affect the performance of the SERVICES

19.3 Neither ENGINEER nor any of its AFFILIATES shall, after the EFFECTIVE DATE, make any such arrangements as are described in Clause 19.2, except for those made prior to the EFFECTIVE DATE and to which ADGAS has not objected. ENGINEER shall promptly notify ADGAS in writing of any such arrangements which have been made or about to be made after the EFFECTIVE DATE, disclosing reasonable details thereof describing the action or actions taken by ENGINEER to avoid any ‘conflict of interest’ situation which may arise from such arrangement.

19.4 If ADGAS considers that any arrangements described in Clauses 19.2 and 19.3 to be prejudicial to its interest, ADGAS shall discuss the arrangements with ENGINEER with a view to reaching a settlement of the matter satisfactory to both PARTIES, failing which ADGAS may, at its sole discretion, terminate the AGREEMENT for ENGINEER’s default under Clause 16.1. ENGINEER's failure to notify ADGAS of such arrangements shall also be deemed as a cause for termination of the AGREEMENT for ENGINEER’s default under Clause 21.1.

19.5 Each PARTY shall use all efforts to prevent a conflict of interest situation from arising. Such efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, or representatives from making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations for the purpose of influencing individuals to act contrary to the best interest of the other PARTY.

19.6 ENGINEER shall promptly notify ADGAS of the identity of any employee, agent, or representative of ADGAS who has at any time, either before, during or after performance of the SERVICES acquired any financial interest in ENGINEER’s business or received any financial benefit, directly or indirectly, from or through ENGINEER.

20. FORCE MAJEURE

20.1 If either party is temporarily rendered unable, wholly or in part by Force Majeure to comply with its obligations under this Contract and notice of such Force Majeure is given to the other party in writing within five (5) days after becoming aware of the adverse effects of the event of Force Majeure relied on, then such obligations of the party affected shall be suspended so long as this inability shall continue by reason of such Force

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Majeure. The party so affected shall give written notice to the other party of the ending of that event immediately after becoming aware thereof.

20.2 Neither party shall be liable for delays caused by Force Majeure, provided notice thereof is given as required above.

20.3 If a suspension of any obligation by virtue of this clause lasts for a continuous period of forty-five (45) days ADGAS may terminate this Contract forthwith by so notifying ENGINEER in writing. Such termination by ADGAS shall take effect on receipt by ENGINEER of the written notice. Upon such termination both parties shall be released from any further obligations under the Contract but both parties shall retain all rights and claims arising prior to the effective date of the termination.

20.4 If ADGAS elects not to terminate the Contract as stated in sub-clause 32.3 above then the Contract shall be deemed suspended with effect from the expiry of the said forty-five (45) day period and the provisions of Clause 29 of this Contract shall apply.

20.5 Any claim on the part of ENGINEER for adjustment of the Contract

Programme by reason of a suspension under this clause shall be made within a reasonable time after the end of the suspension, and ENGINEER shall promptly submit for review a revised Contract Programme for performance of the Contract.

20.6 Any claims by ENGINEER for an increase in the Contract Price by reason of the terms of this clause shall not be valid.

20.7 Contractor acknowledges that Ethical Behaviour is ADGAS’ core value and has adopted ADGAS Business Conduct & Ethics Policy, which as amended from time to time, is available at www.adgas.ethicspoint.com. Contractor hereby confirms that it has read and understood ASGAS Business Conduct & Ethics Policy and its entire workforce (including its representatives, employees and sub-contractors) will not engage in any conduct which violates this policy. Further, ADGAS has established a Whistleblowing reporting facility governed by ADGAS Business Ethics Helpline Policy also called ‘TANBEEH’.

If Contractor or its employee identifies or suspects a violation of ADGAS Business Conduct & Ethics Policy or other unethical conduct by any party including representatives of contractors and/or ADGAS, the Contractor must immediately report such matter through “TANBEEH” Website: “www.adgas.ethicspoint.com” or Phone: 800-0021 and upon prompt 855-552-3427

21. LIENS AND CLAIMS

21.1 ENGINEER shall protect, indemnify and hold COMPANY harmless against

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any claims, liens, or charges whatsoever made, exercised or asserted against COMPANY or its property by ENGINEER's employees or its SUBCONTRACTORS or by any other person whomsoever whether by judicial action or not and arising from or in respect of ENGINEER's performance of SERVICES.

21.2 COMPANY shall promptly advise ENGINEER of any such claim as is referred to in Clause 21.1 above and shall allow ENGINEER a reasonable period within which to settle or otherwise dispose of the same at no cost to COMPANY. If ENGINEER is unable to settle or otherwise dispose of the claim as aforesaid within such period, it shall upon receiving written demand from COMPANY, immediately reimburse COMPANY all sums which COMPANY may actually pay in respect of the said claims together with all costs and expenses, including all legal fees and expenses whatsoever on a full indemnity basis, incurred in connection with such claims.

21.3 Without prejudice to Clause 21.2 above, ENGINEER shall, on receiving written notice from COMPANY, or on otherwise becoming aware of any asserted lien or charge which is of the kind described in Clause 21.1 and which interferes with COMPANY's free control of assets or with due and timely performance of SERVICES, immediately procure the release or discharge of such lien or charge at its own expense, and shall reimburse COMPANY for any cost or expense suffered or incurred as a result of the imposition of the lien or charge. Should ENGINEER fail to procure the release or discharge of the lien or charge within thirty (30) days of first receiving COMPANY's said written notice or otherwise becoming aware of the lien or charge, COMPANY may procure the release or discharge of the lien or charge at its own expense and ENGINEER shall indemnify and hold COMPANY harmless against and immediately reimburse COMPANY for all losses, costs and expenses whatever (including all legal costs and expenses whatsoever on a full indemnity basis) incurred in doing so.

21.4 Without prejudice to such other rights as COMPANY may have against ENGINEER, within twenty-four (24) months from the issue of PROVISIONAL ACCEPTANCE CERTIFICATE, COMPANY shall be entitled to set off any monies due to it from ENGINEER under this Clause against any monies due or to become due to ENGINEER from COMPANY under this AGREEMENT.

22. WAIVER

No waiver by either party of any provision of the Contract shall be binding unless made expressly in writing. Further, any such waiver shall relate only to such matter, non-compliance or breach as it expressly relates to and shall not apply to any subsequent or other matter, non-compliance or breach.

23. TITLE

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23.1 Technical information (including drawings, designs, specifications, electronically recorded and stored data, computer programs and calculations) developed or arising during the Services or in connection with the performance thereof including the results thereof, as well as equipment supplied or purchased from funds provided by ADGAS, shall belong to ADGAS and ADGAS shall have full access thereto and use thereof.

23.2 ENGINEER hereby vests and agrees to vest in ADGAS and shall procure any of its agents or Sub-contractors to agree to vest in ADGAS all copyrights and proprietary rights relating to the Services and developed or arising during the Services or acquired hereunder from any third party, including the results thereof, and will execute all necessary documents, produce all necessary evidence and do all other things to procure to ADGAS such ownership upon ADGAS's request so to do and at ADGAS's expense.

23.3 All Intellectual property and/or Proprietary information incorporated in the Services shall remain the property of the ENGINEER who shall grant license to ADGAS to use in accordance with the terms and conditions of Engineers’ License Agreement.

23.4 ENGINEER shall create no lien or charge nor permit any lien or charge to be created on the Services or any part thereof.

24. NOTICES

All notices to be given with respect to the Contract unless otherwise provided herein shall be given in writing to ADGAS and ENGINEER respectively at the addresses shown on the first page of the Agreement.

25. CUSTOMS LAW

Engineer/Supplier/Tenderer acknowledges that the import, customs and boycott laws and regulations of United Arab Emirates shall apply to the furnishing and shipment of any products or components thereof to the United Arab Emirates

26. COMPLETION

26.1 PROVISIONAL ACCEPTANCE

Upon satisfactory completion of the SERVICES in accordance with the AGREEMENT and acceptance thereof by COMPANY, COMPANY shall issue a PROVISIONAL ACCEPTANCE CERTIFICATE to ENGINEER.

COMPANY may, at its sole discretion, issue PROVISIONAL ACCEPTANCE CERTIFICATE pending completion of minor outstanding SERVICES provided ENGINEER demonstrates to the satisfaction of COMPANY that the said SERVICES would be completed expeditiously.

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The issuance of PROVISIONAL ACCEPTANCE CERTIFICATE shall not relieve ENGINEER from its obligations, warrantees, guarantees and liabilities stipulated in the AGREEMENT.

26.2 FINAL ACCEPTANCE

Upon expiry of the WARRANTY PERIOD, subject to ENGINEER having entirely fulfilled all its obligations under this AGREEMENT, COMPANY shall issue FINAL ACCEPTANCE CERTIFICATE to ENGINEER.

The issuance of FINAL ACCEPTANCE CERTIFICATE shall not relieve ENGINEER of its obligations that survive expiry or termination of this AGREEMENT and/or are otherwise provided for in this AGREEMENT including but not limited to obligations and liabilities pertaining to indemnification, confidentiality, and settlement of claims and liens.

27. CONTINUING OBLIGATIONS

The obligations contained in the following clauses shall continue notwithstanding completion or termination of the Contract, clause No's 9, 11, 13 and 31.

28. AGGREGATE LIABILITY/ LIMITATION of LIABILITY

CONTRACTOR’s maximum aggregate liability to ADGAS arising from any of CONTRACTOR’s liabilities under this AGREEMENT including liquidated damages payable pursuant to Agreement and Clause 10 and any clause other than those stated below shall be limited to 100% (Hundred Percent) of Contract Value (the amount stipulated in the SIGNATURE AGREEMENT).

The foregoing limitation of liability shall not apply to or be reduced by:

(a) payments made by CONTRACTOR to the extent of amounts received by CONTRACTOR pursuant to insurance policies required to be effected and maintained in accordance with Clause 12 or payments received by CONTRACTOR under such insurance policies;

(b) payments made by CONTRACTOR pursuant to Clause 12;

(c) CONTRACTOR’s liability in respect of its indemnity obligations set out in Clauses 9, 12, 24, and/or in respect of sums payable to a THIRD PARTY by the relevant indemnifying PARTY pursuant to any indemnity set out in this AGREEMENT;

(d) CONTRACTOR’s liability in the case of misrepresentation, gross negligence, wilful misconduct or corrupt practices;

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(e) CONTRACTOR's primary performance obligations pursuant to Clause 10 and Clause 12 where such obligations arise before PROVISIONAL ACCEPTANCE;

(f) any breach by either PARTY of its confidentiality obligations set out in Clause 11;

29. SPECIAL CONDITIONS

Any additional conditions applicable to the Contract shall be numbered consecutively with the foregoing Conditions of Contract and be stated in the Agreement.IN WITNESS WHEREOF, THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT IN DUPLICATE ORIGINALS EFFECTIVE AS OF THE DAY AND YEAR ABOVE WRITTEN.

1. Signed, sealed and delivered for and on behalf of:ABU DHABI GAS LIQUEFACTION COMPANY LTD. (ADGAS)(COMPANY)

By:

Title:Date:Seal:

Duly authorised in that behalfIn the presence of:

By: Title:

2. Signed, sealed and delivered for and on behalf of:(CONSULTANT)

By:

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Title: Date: Seal:

Duly authorised in that behalfIn the presence of:

By: Title:

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ANNEXURE A

FORM OF PERFORMANCE BOND

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FORM OF PERFORMANCE BOND(To be issued by a bank registered in the UAE and subject to the approval of ADGAS .The original of the Performance bond is to be re-typed on the Surety’s headed letter paper)

Abu Dhabi Gas Liquefaction Company LimitedPost Box 3500Abu DhabiUnited Arab Emirates

Dear Sirs,

Performance Bond for: ADGAS Contract No. (the 'Contract')

BY THIS BOND We, (enter the name of the Bank providing the surety) (the 'Bank') whose registered office is at (enter the Bank's registered office address) have the honour to inform you that we irrevocably and unconditionally guarantee (enter the name of the Contractor) (the 'Contractor') and are held firmly bound to Abu Dhabi Gas Liquefaction Company Limited, ('ADGAS') in the amount of (enter the currency and the amount in words and figures) in support of the due performance of the obligations undertaken by Contractor in respect of the Contract, upon the terms and conditions specified hereunder.

WHEREAS;

1. ADGAS has or intends to enter into the Contract with Contractor for the supply or provision of certain goods and services as above (the 'Works'),

2. As a condition of entering into the Contract, the Contractor is required to procure a performance bond in the sum stated above,

3. The Bank has agreed to provide a performance bond in the prescribed amount.

NOW THEREFORE,

In consideration of the payments made by the Contractor to the Bank in connection with the costs of the Bank in issuing this bond, the Bank hereby irrevocably and unconditionally undertakes and guarantees that upon any default or alleged default on the part of the Contractor in the performance of its obligations under the aforementioned agreement, the Bank will pay to ADGAS an amount not exceeding the aforementioned sum, or part thereof, on your first demand without warning or any restriction or condition and without recourse and notwithstanding any objection on the part of the Contractor.

The sum payable by the Bank hereunder shall be paid to an account nominated by ADGAS within five banking days of ADGAS's first demand in writing. The certificate of a duly authorised officer of ADGAS as to the existence of a default or alleged default on the part of the Contractor and as to the amount payable by the Bank, shall be conclusive evidence of these matters. For this purpose a duly authorised officer of ADGAS shall be the Chief Executive Officer, or such other officer appointed by him in writing, from time to time.

Any changes, modifications, additions, deletions or amendments which may be made to the Contract or in the Works or in the payments to be made on account thereof or any extensions of time for performance or other forbearance on the part of either ADGAS or the Contractor to the other or to any other guarantor of the obligations of either of them, shall not in any way release us from our continuing liability hereunder and we hereby expressly waive our right to receive notice of any such changes, modifications, additions, deletions, amendments, extensions, or forbearance.

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This Performance Bond shall come into force on (enter Effective Date of contract or letter of intent or date of acceptance of interim arrangement) and shall cover any default or alleged default on the part of the Contractor in the performance of its obligations under the Contract. ADGAS's entitlement to claim under this undertaking shall terminate on the expiry of the Defects Liability Period as defined in the Contract.

Payment of the aforementioned sum by the Bank to ADGAS under the terms of this bond shall be made free and clear of all taxes, levies, duties, imposts, fees, deductions, or withholdings of any kind.

The costs of the Bank in issuing or extending the validity of this bond are to be borne by the

Contractor.

The construction, validity and performance of this bond shall be governed by the law of Abu

Dhabi. for and on behalf of (the Bank)

Signed :

Dated this day of ,

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