2. SPECIAL TERMS AND CONDITIONS FOR SPC_GR-GROUP-SC-PRO

SPECIAL TERMS AND CONDITIONS FOR SPC_GR-GROUP-SC-PRO_GTC-111-E REV.01 PURCHASE ORDER DOCUMENTS – High complexity

[APPLICABLE FOR DOC. NO. SPC_GR-GROUP-SC-PRO_GTC-111-E REV.01 ONLY. NOT TO BE USED FOR SERVICES AND WORK CONTRACT]

Rev.

Special Conditions SPC_GR-GROUP-SC- PRO_GTC-111-E

Description

<Ali.Makhlou EL fi@saipem.c om> Prepared

18 NOV 24

Checked

Approved

Date

This document has been prepared by Saipem Spa and contains information that is Confidential and such information is intended to be for the exclusive use of the individual or entity named above. It shall be neither shown to third parties nor used for purposes other than those for which it has been disclosed.

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GENERAL INFORMATION

These Special Terms and Conditions (hereinafter referred to as “SPECIAL CONDITIONS”) are relevant to the NFPS Offshore Riser Platforms and Intrafield Pipelines Project for COMP3.

These Special Conditions are part of the PURCHASE ORDER DOCUMENTS. The contents of these SPECIAL CONDITIONS shall be read in conjunction with the General Terms and Conditions for PURCHASE ORDER DOCUMENTS - High Complexity (Saipem document number SPC_GR-GROUP-SC-PRO_GTC-111-E Rev.01). Should there be any conflict, discrepancy, inconsistency or ambiguity between the General Terms and Conditions and these Special Conditions, and unless expressly provided otherwise, priority shall be given to these Special Conditions.

Wherein a Clause referenced herein corresponds to a Clause present in the General Terms and Conditions then such shall be read as modifying the Clause of the General Terms and Conditions. Wherein a Clause referenced herein does not correspond to a Clause present in the General Terms and Conditions then such shall be read as an additional Clause of the General Terms and Conditions.

Words and expressions, if not otherwise defined hereunder, have the meaning ascribed to them in the General Terms and Conditions.

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I) FOLLOWING CONDITIONS TO BE IMPLEMENTED IN THE PURCHASE ORDER:

• WARRANTY PERIOD - To be aligned with Main Contract Warranty Period forecast to be ending on

25 December 2030

• OVERALL LIABILITY CAP – 100% of TOTAL PURCHASE ORDER AMOUNT •

Liquidated Damages: Specific Milestones and Quantum to be agreed with PMT and Contracts Management Team

• DELIVERY DATE – DELIVERY Date and Key Milestones to be arrived at in discussion with Project

Controls based on L3 Schedule (try to create some float)

The following SPECIAL CONDITIONS are a draft version provided to the SUPPLIER for its reference and CONTRACTOR reserves the right to make amendments before the finalization of the PURCHASE ORDER based on the final version of the MAIN CONTRACT agreed with COMPANY.

Article 1. The following Clauses shall be modified/added to Clause 1 “DEFINITIONS” of the General Terms and Conditions as described below:

DEFINITIONS

Replace definition under 1.1.6 with the following:

CONSEQUENTIAL LOSS: means any loss of profit, loss of revenue, loss of opportunity, costs of financing or other similar heads or loss; or any special, indirect, punitive, or consequential loss or damage, arising out of in connection with this PURCHASE ORDER, except in the case of fraud, GROSS NEGLIGENCE or WILFUL MISCONDUCT on the part of the PARTIES.

Replace definition under 1.1.25 with the following:

PURCHASER GROUP: means PURCHASER, COMPANY, their co-venturers, and their respective AFFILIATE and their respective directors, officers and employees (including agency personnel), but excluding any member of SUPPLIER GROUP

Add following new definitions:

1.1.41. AFFILIATE: means, in relation to a specified company, any other company that controls, is controlled by, or is under common control with, the specified company. “Control” means the ownership directly or indirectly of fifty percent (50%) or more of the shares or voting rights in a company.

1.1.42. COMPANY: Qatargas Operating Company Limited QatarEnergy LNG, a joint stock company organized and existing under the laws of the State of Qatar and having its registered office address at P.O.

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Box 22666, Doha, State of Qatar, or the successors in interest of such company (“COMPANY”), acting as agent for and on behalf of QatarEnergy, Ras Laffan Liquefied Natural Gas Company Limited (RL), Ras Laffan Liquefied Natural Gas Company Limited (II) (RLII), Ras Laffan Liquefied Natural Gas Company Limited (3) (RL3), Qatar Liquefied Gas Company Limited (QG1), Qatar Liquefied Gas Company Limited (2) (QG2), AKG Marketing Company Limited (AKG), and any other AFFILIATE of COMPANY for which it may provide services from time to time.

1.1.43. GOOD ENGINEERING AND CONSTRUCTION PRACTICES: means the practices, methods, skills, care, techniques, procedures and standards generally accepted by the international oil and gas industry, followed by a diligent, skilled, experienced and prudent international engineering, procurement and construction contractor with experience in projects similar to the FACILITIES and the SUPPLY; and operating to the standard that would be expected from a similar internationally renowned provider of works or services to the international oil and gas industry, as such practices and methods are appropriate in the circumstances for the SUPPLY.

1.1.44. MAIN CONTRACT: means the contract entered into by and between PURCHASER and COMPANY for the execution of the PROJECT.

1.1.45. FACILITIES: means, as the context requires, either (i) all plants, machinery, apparatus, materials, articles, components, systems and items of all kinds to be designed, engineered, procured, manufactured, constructed, supplied, fabricated, tested, commissioned by PURCHASER for the receipt, and compression of natural gas for the NFPS OFFSHORE COMPRESSION COMPLEXES EPC-2 PROJECT and further described in EXHIBIT A – SCOPE OF WORK or (ii) a major identified portion thereof.

Article 2. The below mentioned shall apply in substitution to Clause 5 “SPARE PARTS” of the General Terms and Conditions:

5.2 Where applicable, SUPPLIER warrants the continuous availability of all necessary and related special tools, spare parts, preservation and maintenance services and commissioning and start-up support services on the best terms and conditions and at the best prices obtainable for a duration of ten (10) years after relevant DELIVERY DATE of the GOODS at the DELIVERY POINT. Spare parts shall be standard, off- the-shelf supply insofar as possible, and when such is not possible shall be manufactured sufficiently in advance and in such quantity as to ensure continual availability for COMPANY’S operational requirements.

SUPPLIER shall provide to PURCHASER a detailed list of recommended spare parts and commissioning and operating support services that SUPPLIER and its subcontractors or vendors deemed necessary during commissioning and for the first ten (10) years of continuous operation of the FACILITIES, specifying quantities and time of delivery based on information and data obtained in writing from such subcontractors or vendors.

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Article 3. The below mentioned shall be added to Clause 6 “CHANGE IN THE SUPPLY” of the General Terms and Conditions:

CHANGE IN THE SUPPLY

6.5 Notwithstanding the Clause 6.4, any Right of SUPPLIER to ask for a CHANGE is subject to approval by COMPANY. Notwithstanding anything to the contrary in the PURCHASE ORDER, SUPPLIER’S right to request for REVISION shall be limited to one or more of the following: (a) delay(s) in (i) delivery of PURCHASER supplied documents, and/or (ii) delivery of PURCHASER ITEMS (if applicable), in each case, where expressly due within a specified period after the EFFECTIVE DATE; (b) suspension(s) of the SUPPLY at the PURCHASER’S sole discretion in accordance with Clause 16, and/or (c) FORCE MAJEURE in accordance with Clause 17.

Article 4. The following Clauses shall be added to Clause 10 “TITLE AND RISK” of the General Terms and Conditions as described below:

TITLE AND RISK

10.3 Any portion of the GOODS or material components thereof, with respect to which title has passed to PURCHASER but which remains in the care and custody of SUPPLIER shall be clearly identified in a manner acceptable to PURCHASER as being the property of PURCHASER and shall be segregated from SUPPLIER’S property.

10.4 Ownership of all drawings, manuals, documents, engineering, computer disks, computer tapes, databases, models, and other tangible deliverables and data prepared or furnished by SUPPLIER or any of its subcontractors or vendors in performing the WORK shall pass to PURCHASER at the time of preparation and may be used by PURCHASER GROUP and/or any of PURCHASER’S other subcontractors (to the extent required in accordance with these PURCHASE ORDER DOCUMENTS) for use in the WORK and the engineering, procurement, construction, installation, commissioning, start-up, operation and maintenance of the FACILITIES.

10.5 For the purpose of protecting PURCHASER’S interest in any GOOD or part thereof with respect to which title has passed to PURCHASER but which remain in the possession of SUPPLIER or another person, SUPPLIER shall take or cause to be taken all steps necessary under the laws of the appropriate jurisdiction to protect PURCHASER’S title thereto, and SUPPLIER shall protect, defend and hold PURCHASER, its affiliates, related and subsidiary companies and its and their employees, agents, contractors and subcontractors harmless against claims by other persons with respect thereto.

10.6 SUPPLIER shall cause all conditions of this Clause 10 to be inserted in all of its subcontracts and purchaser orders so that COMPANY and PURCHASER shall have the rights set forth herein with respect to each SUPPLIER’S subcontractor and vendor.

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Article 5. The below mentioned shall be modified/added to Clause 11 “WARRANTIES” of the General Terms and Conditions:

Replace Clause 11.1 as follows:

SUPPLIER represents, warrants and guarantees that the GOODS (including spare parts, where 11.1 applicable) (a) shall meet all of the requirements set forth in the PURCHASE ORDER DOCUMENTS , including any and all technical specifications, PURCHASE ORDER DOCUMENTS requirements, drawings and data contained therein (b) shall be in accordance with GOOD ENGINEERING AND CONSTRUCTION PRACTICES and free from all DEFECTS (whether patent or latent) in design, engineering, materials, construction, workmanship or otherwise; and (c) shall be fit for the purpose and use specified in, or reasonably to be inferred from the PURCHASE ORDER DOCUMENTS.

Add the new Clauses as follows:

SUPPLIER represents and warrants that GOODS and SERVICES furnished under this PURCHASE 11.8 ORDER shall comply in all respects with the requirements of APPLICABLE LAWS. SUPPLIER shall indemnify and hold harmless PURCHASER GROUP from, and defend them against, any and all claims, including reasonable costs and settlement amounts, that may arise out of the furnishing by SUPPLIER of GOODS and SERVICES that do not comply with all APPLICABLE LAWS. SUPPLIER further represents, warrants and guarantees that all GOODS shall be new and of best quality in accordance with GOOD ENGINEERING AND CONSTRUCTION PRACTICES.

11.9 All relevant conditions of the PURCHASE ORDER DOCUMENTS shall apply during the WARRANTY PERIOD(s) and in particular while SUPPLIER fulfils its obligations to repair, replace and/or rework under these provisions. All of SUPPLIER’S representations, warranties and guarantees contained in this PURCHASE ORDER are and shall be deemed to be material and shall survive the completion of the SUPPLY and the termination of this PURCHASE ORDER.

11.10 PURCHASER’S remedies under this Article 11, include the right to require SUPPLIER to reperform SERVICES, and provide GOODS to the extent necessary to correct any breach as set forth in this Article 11, and shall not constitute a waiver, reduction or restriction of PURCHASER’S rights and remedies at law or in equity in respect of any other breach by SUPPLIER of its obligations under this PURCHASER ORDER. The representations, warranties and guarantees contained in this Article 11 are separate from and in addition to PURCHASER’S remedies under APPLICABLE LAW.

11.11 COMPANY AS BENEFICIARY

SUPPLIER and PURCHASER understand that PURCHASER is contracting with SUPPLIER for the SUPPLY hereunder for ultimate transfer to and use by COMPANY. Therefore, SUPPLIER agrees that, in any event,

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all rights of PURCHASER for any failure to meet specifications or for any other breach of warranty provided for shall run to the benefit of and be fully enforceable by COMPANY.

Article 6. The below mentioned shall be added to Clause 13 “TAXES DUTIES AND FEES” of the General Terms and Conditions:

13.5 Where SUPPLIER is a branch in the State of Qatar of a foreign company, registered in the State of Qatar for a specific contract or project for a period of one (1) year or longer, as defined in Law No 24 of 2018, its Executive Regulations and Circular No. 2/2011 dated 12 June 2011, as it may be amended from time to time (the “INCOME TAX LAW”) and is performing any services (the supply of equipment, materials or goods excluded) that are subject to the INCOME TAX LAW, COMPANY is hereby authorized to retain the applicable amount(s) set forth in the INCOME TAX LAW from the invoices payable to CONTRACTOR hereunder for any business activities carried out by such CONTRACTOR in the State of Qatar.

13.5.1 If SUPPLIER fails to submit to PURCHASER on or before 30th April of every year, the Income Tax Declaration Receipt (“TDR”) issued by the General Tax Authority (“GTA”) or fails to submit the appropriate Tax Clearance Certificate (“TCC”) on or before the end of the twelfth (12th) month following the concerned taxable year, PURCHASER may at its sole discretion, transfer any amounts retained, pursuant to Article 13.5 above, directly to the account of the GTA at Qatar National Bank, with notification to SUPPLIER.

13.5.3 Notwithstanding the provisions of Article 13.5.1 above, PURCHASER, upon receipt of an unconditional and irrevocable bank guarantee (“TAX GUARANTEE”) for an amount equivalent to the total amounts retained, may pay SUPPLIER any amounts retained on account of income tax, provided that such TAX GUARANTEE shall be issued by a reputable Bank in Qatar and in the form provided by the PURCHASER. This TAX GUARANTEE shall be valid for a period of twenty-four (24) months from the date of issuance and maintained in full force and effect to the extent of SUPPLIER’S tax liabilities hereunder.

13.5.4 PURCHASER shall reduce the amount of TAX GUARANTEE to SUPPLIER immediately upon receipt of the appropriate TCC for a year and/or any equivalent instruction issued by GTA in settlement of SUPPLIER’S tax liability under this PURCHASE ORDER. If, however, SUPPLIER fails to provide PURCHASER with the TCC two (2) weeks before the date on which the TAX GUARANTEE expires, PURCHASER may without prior notice to SUPPLIER, demand payment of such TAX GUARANTEE and transfer its value to the GTA’s account, as set out in Clause 13.5.1 above.

13.6 If SUPPLIER (a) is not resident in the State of Qatar, and/or (b) does not have a permanent establishment in the State of Qatar and, is performing any business activity that is subject to withholding tax under the INCOME TAX LAW, PURCHASER is hereby authorised to withhold the applicable amount(s) set forth in the INCOME TAX LAW from invoices payable to SUPPLIER and remit such amount(s) to the

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GTA. Upon request of SUPPLIER, PURCHASER shall issue a withholding tax certificate to SUPPLIER confirming the amount(s) of withholding made by PURCHASER and remitted to the GTA.

Article 7. The below mentioned shall be added to Clause 14 “INVOICING AND PAYMENT” of the General Terms and Conditions

Add sub-clause to Clause 14.4 as follows:

14.4 d. Any such sum which may become payable by PURCHASER to SUPPLIER under the PURCHASE ORDER or otherwise, any amount which SUPPLIER may owe PURCHASER or any of its affiliated, related or subsidiary companies.

Article 8. The below mentioned shall be added to Clause 16 “SUSPENSION FOR CONVENIENCE” of the General Terms and Conditions

SUSPENSION FOR DEFAULT

16.5 if SUPPLIER persists in failing to comply with any provisions of the PURCHASE ORDER DOCUMENTS after receipt of PURCHASER’S notices pursuant to Clause 18.2, PURCHASER shall have the right at any time after expiry of the period specified in said notice(s), and at its sole discretion to order SUPPLIER to suspend the SUPPLY, or any relevant part(s) thereof, and/or to instruct SUPPLIER to store all or part of the SUPPLY performed until such date, until such time as SUPPLIER has remedied the fault or deficiency to the satisfaction of PURCHASER or until all measures it intends to implement have been approved, and SUPPLIER shall immediately suspend the SUPPLY and/or store all or part(s) of the SUPPLY performed until such date as instructed by PURCHASER. SUPPLIER shall promptly resume performance of suspended SUPPLY upon receipt of notice to continue from PURCHASER and to the extent required therein.

SUPPLIER shall not be entitled to any compensation, storage costs or time extension(s), regardless of costs, expenses and delays incurred by SUPPLIER in remedying such failures or faults and/or due to suspension of the SUPPLY and/or storage of all or part of the SUPPLY performed until such date. Such suspension shall not relieve SUPPLIER from any of its obligations under the PURCHASER ORDER DOCUMENTS.

Article 9. The below mentioned shall replace Clause 17 “FORCE MAJEURE” in the General Terms and Conditions

17.1 No failure, delay or omission by a PARTY to fulfill any of its obligations under this PURCHASE ORDER, in whole or in part, other than the obligation to make payments when due under this PURCHASE ORDER, shall give rise to any claim against such PARTY or be deemed to be a breach of this PURCHASE ORDER if and to the extent such failure, delay or omission arises directly from any event of FORCE MAJEURE.

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17.2 For the purposes of this PURCHASE ORDER, an event shall be considered an event of Force Majeure (“FORCE MAJEURE”) if such event meets all of the following conditions: (i) occurs after the EFFECTIVE DATE, (ii) is not reasonably foreseeable and not within the control of the affected PARTY following GOOD ENGINEERING AND CONSTRUCTION PRACTICES, (iii) has the effect of temporarily or permanently limiting, restricting, delaying or preventing any PARTY from performing its obligations under this PURCHASE ORDER at the SITE, (iv)was not due to any error or omission of, or caused by, the affected PARTY claiming such event, (v) SUPPLIER has complied with its obligations with respect to recovery planning and the proper storage and safeguarding of equipment; and (vi) the event and its effects do not result from such PARTY’s negligence or fault (or, in the case of SUPPLIER, the negligence or fault of any party under SUPPLIER GROUP). The following is a non-exclusive list of events that may constitute FORCE MAJEURE provided that they meet all of the conditions set forth in this Article 17.2:

(a)

(b)

(c)

(d)

(e)

(f)

acts of God (explosion, fire, tsunami, earthquake, floods, lightning, hail, typhoon, hurricanes, cyclones, plagues, epidemics or other similar acts of God);

unusually severe weather conditions (except rain) which exceed weather conditions reported in the last ten (10) years of historical data of the relevant official national weather forecasting service;

radioactive contamination or ionising radiation, nuclear and pressure waves;

acts of governments, expropriation or compulsory acquisition, seizure of the FACILITIES, or compliance with such acts, that directly affect a PARTY’S ability to perform its obligations hereunder, except to the extent that they constitute remedies or sanctions lawfully exercised in a non-discriminatory manner by a competent authority as a result of a breach of any directive or APPLICABLE LAWS in effect on the EFFECTIVE DATE;

acts of war whether declared or undeclared, military conflict, acts of terrorism, insurrection, rebellion, sabotage, public disorders or boycott (other than among employees of either of the PARTIES and/or their subcontractors and/or vendors); and

strike, lockout or other industrial disturbances other than those involving SUPPLIER’S and/or its subcontractors’ or vendors’ own work forces, unless these occur nationwide or industry wide.

Provided, however, that the events included hereunder shall in no case whatsoever constitute FORCE MAJEURE:

(i)

any breach of, or default under, this PURCHASE ORDER or any subcontract or purchase order by SUPPLIER or SUPPLIER’S subcontractors or vendors;

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(ii)

(iii)

(iv)

(v)

(vi)

(vii)

the non-availability or lack of funds or failure to pay money when due under this PURCHASE ORDER or to furnish the bank guarantees pursuant to this PURCHASE ORDER;

economic hardship, including SUPPLIER’S ability to sell its services at a higher or more advantageous price than the TOTAL PURCHASE ORDER AMOUNT;

any change in oil or fuel prices, or in the prices of any commodity, materials, including raw materials, labour or services whatsoever;

the mere shortage of labour or qualified labour, services, equipment and materials or normal wear and tear or flaws in materials or breakdowns in equipment, unless caused by circumstances that are themselves FORCE MAJEURE events;

the condition of the SITE, or any site conditions encountered on the surface or subsurface unless caused by circumstances that are themselves FORCE MAJEURE events; or

late delivery of materials or services, unless caused by circumstances that are themselves FORCE MAJEURE events.

Promptly upon the occurrence of an event that a PARTY considers may subsequently lead it to 17.3 claim FORCE MAJEURE relief under this PURCHASE ORDER on account thereof, the affected PARTY shall give notice of such event to the other PARTY, describing such event and the obligations and the performance of which could be delayed, hindered or prevented thereby. If any PARTY claims FORCE MAJEURE relief under this PURCHASE ORDER, it shall so notify the other PARTY thereof as soon as reasonably practicable and shall state in such notice:

(a)

(b)

the particulars of the event giving rise to the FORCE MAJEURE claim, in as much detail as is then reasonably available including the time at which the FORCE MAJEURE event occurred;

the obligations which have been actually delayed, hindered or prevented in performance and the estimated period during which such performance may be suspended or reduced, including (to the extent known or ascertainable) the estimated extent of such suspension or reduction in performance; and

(c)

the particulars of the program to be implemented, if any, to ensure full resumption of normal performance hereunder.

Such notices shall thereafter be supplemented and updated as and when necessary, during the period of such claimed FORCE MAJEURE, specifying the actions being taken to address the circumstances causing such FORCE MAJEURE and to remedy its effects, and the date on which such FORCE MAJEURE and its effects are expected to end.

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17.4 The PARTIES shall exercise reasonable diligence to resume normal performance of this PURCHASE ORDER after the occurrence of an event of FORCE MAJEURE. Prior to resumption of normal performance, the PARTIES shall continue to perform their obligations under this PURCHASE ORDER to the extent not prevented by such event of FORCE MAJEURE. SUPPLIER shall make reasonable efforts to minimize the effects of FORCE MAJEURE in relation to costs and effect on the SUPPLY TIME SCHEDULE.

17.5 If within a reasonable time after an occurrence of an event of FORCE MAJEURE that has caused SUPPLIER to suspend or delay performance of the SUPPLY, SUPPLIER has failed to take such action as SUPPLIER could reasonably initiate to remove or relieve either the occurrence or its direct or indirect effects, PURCHASER may, at its sole discretion and after notice to SUPPLIER, initiate such measures, including the hiring of third parties, as are designed to remove or relieve such occurrence or its direct or indirect effects; and PURCHASER may thereafter require SUPPLIER to resume full or partial performance of the SERVICES and to assume the actual, documented cost of hiring such third parties. Alternatively, PURCHASER, at its sole discretion, may decide to terminate this PURCHASE ORDER pay SUPPLIER the portion of SUPPLY satisfactorily performed up to the date of termination.

17.6 Any delay attributable to an occurrence described in Article 17.2 shall be considered an excusable delay, and neither PARTY shall be entitled to compensation as a result thereof. Pursuant to Article 17.2(a); however, no event of adverse weather conditions shall be considered an event of FORCE MAJEURE, and SUPPLIER shall be solely responsible for undertaking any and all additional measures as are necessary to alleviate the effects of any adverse weather conditions. The costs associated with these additional measures shall be borne by SUPPLIER, and SUPPLIER shall not be entitled to any extension of the SUPPLY TIME SCHEDULE or DELIVERY DATE for any delays in the SERVICES attributable to adverse weather conditions.

This PURCHASE ORDER may be terminated by either PARTY if an occurrence described in Article 17.7 17.2 lasts for more than one hundred eighty (180) consecutive days or three hundred sixty-five (365) cumulative days, whichever occurs first. In the event of such termination of this PURCHASE ORDER, PURCHASER shall pay SUPPLIER the portion of SUPPLY satisfactorily performed up to the date of termination. Notwithstanding the foregoing, PURCHASER shall not be responsible as a part of the compensation to SUPPLIER for any delays, stand-by-costs and/or consequential losses and damages including any loss of profit.

Article 10. The below mentioned shall be modified/added to Clause 18 “NOTICE OF DEFAULT” in the General Terms and Conditions

Add sub-clause to Clause 18.2 as follows:

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18.2 c Suspend in whole or in part the SUPPLY in accordance with Clause 16.5 “SUSPENSION FOR DEFAULT” by giving prior notification to the affected PARTY.

Article 11. The below mentioned shall be modified/added to Clause 19 “TERMINATION” in the General Terms and Conditions

TERMINATION FOR DEFAULT

Add sub-clauses to Clause 19.2 “PURCHASER’ s RIGHT OF TERMINATION” as follows:

(l)

(m) (n)

if SUPPLIER fails to make delivery or is unable to demonstrate its ability to make delivery of the GOODS within the time specified herein; if SUPPLIER fails to pay its vendors or suppliers; if SUPPLIER makes a material representation which is false or misleading

Replace Clause 19.5 as follows:

19.5 PURCHASER shall be entitled to suspend immediately all payments to SUPPLIER from the effective date of termination of this AGREEMENT pursuant to this Article 17.1 in respect of such terminated part, until the WORK has been fully completed. PURCHASER shall determine in good faith the proportion of SUPPLY completed at such effective date of termination based on APPROVED Progress Reports and other means of evaluating the WORK under this AGREEMENT. After completion of the SUPPLY, PURCHASER shall pay SUPPLIER, as full and final settlement of all payments due and payable under this AGREEMENT, the amount resulting from the unpaid balance of the TOTAL PURCHASER ORDER AMOUNT for and corresponding to the SUPPLY completed by SUPPLIER prior to such effective date of termination in accordance with the requirements of the PURCHASER ORDER DOCUMENTS, after deduction of PURCHASER’S documented additional costs and expenses (including additional managerial expenses and administrative services and the cost resulting from hiring any other contractor(s)) due to such termination, such that SUPPLIER shall pay PURCHASER the amount, if any, by which the total cost of the SUPPLY exceeds the TOTAL PURCHASE ORDER AMOUNT. If the result of the foregoing calculation shows a credit due to PURCHASER, SUPPLIER shall pay such amount to PURCHASER within forty-five (45) days form the date PURCHASER notifies SUPPLIER of the credit amount.

TERMINATION FOR CONVENIENCE

Replace Clause 19.7 as follows:

19.7 PURCHASER may, unilaterally, without cause at any time and, at its sole convenience, terminate the SUPPLY or any part of the SUPPLY by giving notice to SUPPLIER specifying the GOODS and/or SERVICES to be terminated and the effective date of termination. Termination by PURCHASER in accordance with the provisions hereof shall not constitute a breach of this PURCHASE ORDER, nor entitle SUPPLIER to any

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damages or claims, except as expressly provided in this Article 19.

Replace Clause 19.9 as follows:

If the PURCHASE ORDER is terminated pursuant to the terms of this Clause, payment to SUPPLIER

19.9 or refund to PURCHASER, if any, shall be based on;

(a)

(b)

the GOODS satisfactorily supplied by SUPPLIER prior to the termination date, in so far as such sums has not already been paid prior to the termination date; plus

the reasonable costs directly resulting from the termination according to the provisions specified Clause 16.3 “SUSPENSION FOR CONVENIENCE,” which SUPPLIER can demonstrate to PURCHASER that SUPPLIER has spent for cancelling any contracts with subcontractors or vendors. SUPPLIER shall allow PURCHASER to review sufficient records, accounts, receipts, invoices and other documents so that PURCHASER can satisfy itself that the amount due to SUPPLIER is reasonable.

Notwithstanding the above, payments will not be made for GOODS of SUPPLIER’S standard manufacture which have the potential for resale or for any GOODS which are SUPPLIER’S standard stock

Replace Clause 19.11 as follows:

19.11 SUPPLIER shall use its best efforts to minimize costs and cancel contracts with subcontractors or vendors, return materials to vendors for full credit or minimal restocking and handling costs to protect PURCHASER from obligations and minimize PURCHASER’S termination costs.

Add the new Clause as follows:

19.13 The total sum to be paid to SUPPLIER under this Article, shall not exceed the total PURCHASE ORDER value as reduced by the amount of payments already made and as further reduced by the PURCHASE ORDER value of GOODS not terminated. and will not include any consideration for loss of anticipated profits on the terminated GOODS. all claims for which SUPPLIER agrees to waive.

19.14 Title to materials or partially completed SUPPLY whose full costs are included in the cancellation charges shall pass to PURCHASER or COMPANY. SUPPLIER shall be advised, in writing, what disposition shall be made of such materials or SUPPLY.

19.15 SUPPLIER shall include in all subcontracts and purchase orders the right of unilateral written cancellation, with or without cause, by PURCHASER of all or any portion of such subcontract or purchase order. Each subcontract or purchase order shall state that in the event of a total or partial cancellation without cause, subcontractor or vendor may claim only its properly supported out-of-pocket costs plus a reasonable amount to compensate the subcontractor or vendor for demonstrable related charges for the

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cancelled portions, all to be determined in accordance with generally accepted accounting principles and procedures. In addition, the subcontract or purchase order shall state that title to materials or partially completed SUPPLY whose full costs are included in the cancellation charges shall pass to PURCHASER or COMPANY and that subcontractor or vendor will be advised, in writing, what disposition shall be made of such materials or SUPPLY.

Article 12. The below mentioned shall be added to Clause 20 “LIABILITIES AND INDEMNITIES” in the General Terms and Conditions

20.7 Notwithstanding anything to the contrary in the PURCHASE ORDER, SUPPLIER shall be liable for, and shall defend, indemnify and hold PURCHASER, COMPANY, its shareholders and their respective AFFILIATES harmless against and from, each claim, loss or damage to the SITE, WORK or FACILITIES that arises out of or in any way relates to the following:

(a)

loss or damage to the insured property that occurs while such property is in the care, custody, and control of SUPPLIER or that could be caused by or traced to a Defect for which the SUPPLIER is responsible for under Clause 11, regardless of when such loss or damage is discovered as long as such discovery takes place prior to the expiration of the WARRANTY PERIOD; up to the first One Million United States Dollars (US$1,000,000) per occurrence.

Article 13. The below shall apply in substitution to Clause 21 “CONSEQUENTIAL DAMAGES” in the General Terms and Conditions

Notwithstanding any provision to the contrary specified in the PURCHASE ORDER DOCUMENTS, 21. neither COMPANY, its shareholders and respective AFFILIATES, nor PURCHASER, its shareholders and respective AFFILIATES, nor SUPPLIER, its shareholders and respective AFFILIATES, shall be liable towards the other PARTIES under the PURCHASE ORDER DOCUMENTS whether by way of indemnity or in contract or in tort, for any CONSEQUENTIAL LOSS, and each PARTY shall INDEMNIFY the other PARTY from and against all such claims damages and causes or action, arising out of in connection with this PURCHASE ORDER, except in the case of fraud, GROSS NEGLIGENCE or WILFUL MISCONDUCT on the part of the PARTIES. For the avoidance of doubt, the provisions of this Clause 21 shall not limit SUPPLIER’S obligations to pay liquidated damages, under this PURCHASE ORDER.

Article 14. The below mentioned shall be added to Clause 22 “LIMITATION OF LIABILITY” in the General Terms and Conditions

Add sub-clause to Clause 22.2 as follows:

22.2 (e) breach of any representations, warranties or guarantees in respect of the SUPPLY or the GOODS and any re-performance, rectification, retesting or re-inspection obligations by SUPPLIER in respect of defective or faulty SUPPLY arising therefrom;

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(f) SUPPLIER’S liabilities or indemnity obligations which cannot be excluded pursuant to APPLICABLE LAWS.

Article 15. The below mentioned shall be added to Clause 25.1 “LAWS AND REGULATIONS” of the General Terms and Conditions

Additional to Clause 25.1:

25.1 (…) The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this PURCHASE ORDER and shall be disclaimed by SUPPLIER in and excluded from any subcontracts and purchase agreements entered into by SUPPLIER in connection with the SUPPLY.

Article 16. The below mentioned shall be modified/added to Clause 27 “CONFIDENTIALITY AND ETHICAL BUSINESS STANDARDS” of the General Terms and Conditions

Addition to Clause 27.6 as follows:

27.6 (…) SUPPLIER shall cause the provisions of Articles 27.1 through 27.2 to be inserted mutatis mutandis in all of its subcontracts and Purchase Orders so that PURCHASER and SUPPLIER shall have the rights set forth herein with respect to each Subcontractor and sub-vendor.

Addition to Clause 27.8 as follows:

(…) Notwithstanding the preceding, SUPPLIER shall exercise all reasonable care and diligence to 27.8 prevent any actions or conditions which could result in a conflict with COMPANY’S policy on ethics or its best interests. This obligation shall apply to all activities of the SUPPLIER, its PRINCIPALS, in its relations with the employees, office and their families of COMPANY, its shareholders and AFFILIATES, other contractors and their vendors, agents, subcontractors and third parties.

Replace Clause 27.13 as follows:

27.13 SUPPLIER warrants that at the date of entering into this PURCHASE ORDER no conflict-of-interest situation, exists or is likely to arise in the performance of the PURCHASE ORDER. If during the term of this PURCHASE ORDER a conflict or risk of a conflict of interest arises, SUPPLIER must immediately notify PURCHASER.

SUPPLIER shall exercise all reasonable care and diligence to prevent any actions or conditions which could result in a conflict with PURCHASER’S best interests. This obligation shall apply to the activities of the employees, agents, vendors, and subcontractors of SUPPLIER in their relations with the employees and their families of PURCHASER, vendors, agents, subcontractors and third parties. SUPPLIER ‘s compliance with this requirement shall include, but shall not be limited to, establishing precautions to prevent its

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employees or agents, or those of its vendors and subcontractors from making, receiving, providing, or offering any substantial gifts, extravagant entertainment, payments, loans, or other considerations.

Add the new Clauses as follows:

27.20 ETHICAL BUSINESS STANDARDS

27.20.1 Alcohol and Drug Policy

SUPPLIER shall have in effect an alcohol and drug policy which:

(b)

(c)

prohibits its personnel from the possession, distribution, use, or sale of illegal drugs and alcohol on SUPPLIER’S premises or any other place at which the SUPPLY is being performed; and

provides a program of random alcohol and drug testing among its personnel (especially among safety critical positions, such as drivers, supervisors and operators of machinery, plant and equipment.

PURCHASER reserves the right to verify compliance by SUPPLIER personnel with its alcohol and drug policy and/or to deny access to any SITE belonging to or operated by SUPPLIER to any sub-supplier whose policy it deems inadequate or not appropriately implemented. Accordingly, SUPPLIER shall enforce its alcohol and drug policy among its personnel and among personnel of its subcontractors and vendors at all times and shall maintain appropriate documentary records. Breach of this sub-Clause 27.20 by SUPPLIER or its personnel is an event of default which may lead to termination of the PURCHASE ORDER in accordance with sub-Clause 19.2. Without prejudice to SUPPLIER’S other rights and remedies in relation to an event of default under Clause 27, SUPPLIER may, in the event of breach of this sub-Clause, exclude any of SUB- SUPPLIER’S personnel from any SITE belonging to or operated by SUPPLIER for the remainder of the term of the PURCHASE ORDER.

27.20.2 SUPPLIER shall ensure that all documents including invoices, vouchers, financial settlements, billings and reports submitted by SUPPLIER to PURCHASER shall truly reflect the facts about the activities and transactions to which they pertain, and SUPPLIER represents that in any further recording or reporting made by PURCHASER for whatever purpose, PURCHASER may rely upon all such documents and the data therein as being complete and accurate. If SUPPLIER discovers or is advised of any errors or exceptions related to its invoicing of GOODS, SUPPLIER and PURCHASER will together review the nature of the errors or exceptions, and SUPPLIER will, if appropriate, promptly take corrective action and adjust the relevant invoice or refund overpayments.

27.20.3 SUPPLIER agrees to promptly notify PURCHASER upon discovery of any instance in which the SUPPLIER S employees, agents, subcontractors or vendors has failed to comply with the provision of this Clause 27 and SUPPLIER shall place similar requirements on its subcontractors and vendors.

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27.20.4 All payments by PURCHASER to SUPPLIER shall be received by SUPPLIER for its own account and SUPPLIER is not authorised to offer, give or promise any part of such payments, directly or indirectly, to any government official, political party or official thereof, or any candidate for political office, or to any officer, director, employee or other agent or representative of any instrumentality of any government.

27.20.5 SUPPLIER is aware of a practice (“Illegal Information Brokering”) where certain parties approach contractors, subcontractors or vendors, and offer confidential information or illicit influence in order to obtain business through corruption of competitive bidding processes. SUPPLIER represents that it has not and will not utilize or participate in Illegal Information Brokering in connection with this PURCHASE ORDER.

Article 17. The below mentioned shall be added to Clause 28 “ASSIGNMENT AND SUB-CONTRACTING” of the General Terms and Conditions

Replace Clause 27.13 as follows:

28.7 PURCHASER reserves the right, at the sole discretion of PURCHASER, to novate the PURCHASE ORDER to any parent, subsidiary and/or affiliated company of PURCHASER, to COMPANY, or to any third-party contractor of COMPANY. Any novation of the PURCHASE ORDER will relieve PURCHASER, its parent, subsidiary and/affiliated companies of the performance of any and all obligations and liabilities under the PURCHASE ORDER. It is specifically agreed that:

the SUPPLY TIME SCHEDULE as well as the terms of payment governing the relationship between

A. the PARTIES under the new PURCHASE ORDER DOCUMENTS shall remain those provided for in the original PURCHASE ORDER DOCUMENTS;

SUPPLIER shall not consider or invoke the assignment as an event of discontinuity of its duties

B. and obligations under the original PURCHASE ORDER DOCUMENTS.

Add the new Clauses as follows:

Immediately upon PURCHASER’S request, SUPPLIER shall remove any of SUPPLIER’S 28.7 subcontractor(s) or vendor(s), who, in PURCHASER’S opinion, is not performing the SUPPLY in accordance with this PURCHASE ORDER and without undue delay shall substitute the same with a competent substitute, at no extra cost to COMPANY.

Article 18. The below mentioned shall be added to Clause 32.1 “AUDITING” of the General Terms and Conditions

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Replace Clause 32 in its entirety as follows:

32.1 SUPPLIER shall maintain all books and records of account, financial and/or other, relating to goods and/or services charged to PURCHASER by SUPPLIER under the terms of this PURCHASE ORDER in accordance with generally accepted accounting principles and procedures (“GAAP”) or other applicable international accounting standards

32.2 For the purpose of audit, SUPPLIER shall retain all books, records, accounts, correspondence, instructions, specifications, plans, drawings, receipts and memoranda, of CONTRACTOR and its subcontractors or vendors, that are pertinent to the PURCHASE ORDER DOCUMENTS or which concern the observance of labour and social security laws and regulations, for a period of Five (5) years from the date on which this PURCHASE ORDER is terminated or from the date of expiry of the last warranty period, whichever is later. PURCHASER shall have the right to audit all such items to verify any and all charges to PURCHASER, and/or contractual compliance by SUPPLIER with the terms of this PURCHASER ORDER but excluding the calculation or build-up of any of SUPPLIER’S rates or prices.

SUPPLIER shall provide access to all books, records, accounts, correspondence, instructions, 32.3 specifications, plans, drawings, databases, models, receipts and memoranda of SUPPLIER and its subcontractors or vendors, including access to any subcontract or purchase order (unpriced) to PURCHASER, its authorized representatives or its agents during SUPPLIER’S normal business hours at the place where SUPPLIER keeps such items and/or where the WORK is being performed. SUPPLIER, at its own cost and expense, shall provide a suitable location and clerical resources at such place or places for PURCHASER, its authorized representatives or its agents to conduct the audit but otherwise PURCHASER (or its agents) shall be responsible for its costs in connection with exercising its right to audit. PURCHASER shall provide to SUPPLIER reasonable notice in writing prior to exercising its right to audit.

32.4 Unless otherwise specified in the PURCHASE ORDER, all pertinent administrative records such as invoices, tax receipts and VAT receipts shall be retained for 10 (ten) years after the date on which this PURCHASE ORDER is terminated or from the DELIVERY DATE, whichever is later.

32.5 If so, requested by PURCHASER, SUPPLIER shall promptly, but no later than 7 (seven) days from receipt of such request, provide information concerning its control structure, including the identity of its shareholders and their relevant stakes. In the event of trust and/or fiduciary registration, however qualified, SUPPLIER shall also provide the identity of the relevant grantors, and their respective stake.

32.6

This Clause 32 shall survive any termination of this PURCHASE ORDER.

Article 19. The below mentioned shall be added to Clause 34 “LIENS” of the General Terms and Conditions

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34.3 If SUPPLIER fails to discharge any liens, claims or encumbrances on the GOODS or SUPPLY or on the premises upon which they are located arising out of the performance of the SUPPLY by SUPPLIER, its subcontractors or vendors, after becoming aware by third party notice to PURCHASER or otherwise, PURCHASER shall promptly notify SUPPLIER in writing and give SUPPLIER an opportunity to satisfy or defend any such liens, claims or encumbrances. If SUPPLIER either does not promptly satisfy such liens, claims or encumbrances or cannot give PURCHASER satisfactory reasons in writing for not discharging such liens, claims or encumbrances, PURCHASER shall have the right, at its option, after notification to SUPPLIER, to settle by agreement or otherwise provide for the discharge of such liens, claims or encumbrances; and SUPPLIER shall reimburse PURCHASER for all actual costs incurred by PURCHASER necessary to discharge such liens, claims or encumbrances, including administrative costs, attorneys’ fees and other expenses to enforce the terms of the indemnity set out in Clause 34.2.

34.4 SUPPLIER shall include a clause similar to Clause 34.3 in all of its subcontracts and purchase orders. Further, in the event that any claim, demand or proceeding is made or commenced against PURCHASER, its shareholders and respective AFFILIATES, officers or employees by or on behalf of any subcontractor or vendor arising out of, related to or in any way connected with the SUPPLY, SUPPLIER shall defend, indemnify and hold PURCHASER, its shareholders and respective AFFILIATES, officers and employees harmless to the full extent provided in Clause 34 against and from any and all CLAIMS (including administrative costs, attorneys’ fees and other expenses) associated with or related to such claim, demand or proceeding, and such CLAIMS shall not be reimbursable by PURCHASER.

Article 20. The below mentioned shall be added to Clause 36 “INTELLECTUAL PROPERTY RIGHTS” of the General Terms and Conditions

Additional to Clause 36.1

(…) SUPPLIER, in the furnishing of the SUPPLY, shall grant and hereby grants to PURCHASER and 36.1 COMPANY, its shareholders and respective AFFILIATES a permanent, irrevocable, unconditional, royalty- free, world-wide and nonexclusive license, under all intellectual property rights now or hereafter which may subsist in the SUPPLY to the extent necessary for the manufacture, construction, operation, modification, maintenance, repair or alteration of the GOODS.

Add new clauses as follows:

SUPPLIER shall provide, prior to delivery, valid license agreements for all software provided in

36.5 relation to the SUPPLY under the PURCHASE ORDER.

36.6 SUPPLIER shall cause the provisions of Article 36 to be inserted in all of its subcontracts and Purchase Orders so that PURCHASER and SUPPLIER shall have the rights set forth herein with respect to each Subcontractor and sub-vendor.

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Article 21. The below mentioned shall be newly added Clause 46 “PREFERENCE FOR LOCAL SERVICES AND/OR GOODS” to the General Terms and Conditions

PREFERENCE FOR LOCAL SERVICES AND/OR GOODS

For all GOODS provided by SUPPLIER or its subcontractors and/or vendors in Qatar, SUPPLIER shall:

46.1 maximize usage of services and materials from qualified individuals who are nationals of the State of Qatar or companies that are controlled by individuals who are nationals of the State of Qatar, subject to the conditions contained in Clauses 46.2 through 46.4

46.2 in selecting subcontractors for the supply of services (including those relating to transportation and/or shipping), select individuals who are nationals of Qatar or companies that are controlled by individuals who are nationals of Qatar, provided that: (a) SUPPLIER is reasonably satisfied (on the basis of demonstrated ability, quality, timely performance, workmanship or other relevant criteria) with the ability of such person to properly perform the relevant services; (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 nationals or companies that are controlled by non-Qatari nationals; and (c) the other terms and conditions applicable to such services are otherwise competitive with those available from non-Qatari nationals or companies that are controlled by non-Qatari nationals; and

46.3 in purchasing goods, give preference up to 110% of the cost of equivalent or similar goods to National Products, and up to 105% to products of National Origin in the event of unavailability of National Products. However, the National Products or, alternatively, the products of National Origin must meet the specifications of the standards of Metrology Specification for the Gulf Cooperation Council Countries (GCC Countries).

For the purpose of this Clause:

ii.

iii.

“National Products” shall mean each product produced in the State of Qatar and is considered a national or local product under the Qatari Laws. “Products of National Origin” shall mean each product of which the added value of its production in any of the Member Countries of the GCC is not less than forty percent (40%) of its final value upon the completion of production, and the percentage of Qatar is not less than twenty percent (20%) of its final value and the percentage of the GCC Countries is not less than fifty one percent (51%) in accordance with the certificate of origin. “Goods which are considered a National Product under the Qatari Law” means goods that are manufactured in the State of Qatar or that are offered by individuals who are nationals of the State of Qatar or by companies that are controlled by individuals who are nationals of the State of Qatar, provided that, in giving such a preference, (a) CONTRACTOR shall be

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reasonably satisfied (on the basis of demonstrated quality, workmanship, availability in the quantity and at the times when needed and other relevant criteria) with the fitness of the Goods; and (b) the other terms and conditions on which such Goods are offered or otherwise available are competitive with those available for goods not manufactured in the State of Qatar or available from non-Qatari nationals or companies that are controlled by non-Qatari nationals;

46.4 For transportation of SUPPLIER’S staff and logistics for any SERVICES AND/OR GOODS performed by SUPPLIER or his subcontractors and vendors in the State of Qatar under this PURCHASE ORDER, SUPPLIER shall use Qatar Airways.

46.5 Cause any subcontractors and vendors to comply with the provisions of sub-Clauses 46.1

through 46.4; and

46.6 Provide, if requested by PURCHASER, evidence satisfactory to PURCHASER as to the compliance by SUPPLIER and any subcontractors and/or vendors with the requirements set out in sub- Clauses 46.1 through 46.4.

46.7 SUPPLIER shall indemnify, defend and hold harmless PURCHASER, its shareholders and its/their respective AFFILIATES against any and all losses, damages and expenses arising from any claim or legal action in connection with any breach or alleged breach by SUPPLIER or its subcontractors and/or vendors of their obligations set forth in Clause 46.

Article 22. The below mentioned shall be newly added to the General Terms and Conditions

ARTICLE 47 — RESOURCE PLANNING AND PERSONNEL

47.1 SUPPLIER shall estimate and provide the number, positions with qualifications and experience of craftsmen who are required for the SUPPLY and the number of construction personnel required on a month-by-month basis until the completion of the WORK. Key personnels require PURCHASER approval prior to removal from the performance of the SUPPLY. 47.2 SUPPLIER shall devise a course of action to enable SUPPLIER to perform the SUPPLY during periods of projected labour shortages, which may include shift work and training programs. No later than (30) days prior to commencement of construction, SUPPLIER shall report to PURCHASER the results of SUPPLIER’S determinations hereunder and under Clause 47.1.

SUPPLIER shall also engage at its sole cost and expense additional personnel as described in Clause

47.3 47.1 to complete the SUPPLY in accordance with the SUPPLY TIME SCHEDULE.

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SUPPLIER shall exercise its management rights, which shall be deemed to include the rights to 47.4 hire, discharge, promote and transfer employees; to select and remove foremen or other persons at other levels of supervision; to establish and enforce reasonable standards of production; to introduce, to the extent feasible, labour- saving equipment and materials; to determine the number of craftsmen necessary to perform a task, job or project; and to establish, maintain and enforce rules and regulations conducive to safe, efficient and productive operations.

47.5 SUPPLIER shall notify PURCHASER promptly, in writing, of any labour dispute or anticipated labour dispute that may be expected to affect the performance of the SUPPLY by SUPPLIER or by any of its subcontractors or vendors. Such notice to PURCHASER shall not relieve SUPPLIER of any of its obligations under this PURCHASE ORDER.

47.6 Key Personnel assigned to the SUPPLY shall be permanent senior staff of SUPPLIER trained, qualified and experienced in the field and position for which they are intended. SUPPLIER shall ensure that all of the key personnel and SUPPLIER’S subcontractors’ and vendors’ personnel occupying supervisory, senior and/or managerial positions a) shall be proficient in the English language, b) shall be devoted full time for the SUPPLIER and SUPPLIER shall not replace, give supplementary work assignments or remove without prior approval the key personnel.

PURCHASER shall be entitled to at its own discretion, reject or accept any intended replacement of SUPPLIER PERSONNEL, if any. SUPPLIER shall replace any of its personnel performing the SUPPLY which PURCHASER requests to be replaced without additional expense to PURCHASER.

SUPPLIER shall cause all conditions of this Clause 47 to be inserted in all of its subcontracts and 47.7 supply contracts with vendors so that PURCHASER and SUPPLIER shall have the rights set forth herein with respect to each subcontractor and vendor.

ARTICLE 48 COMPUTING RESOURCES

SUPPLIER shall use its quality assurance programs in performing the SUPPLY that comply with all 48.1 technical codes and practices applicable to computer access and use for facilities of the type similar to the GOODS or as may be specified by PURCHASER. PURCHASER shall at all times have the right to review and accept or reject such quality assurance programs.

48.2 Subject to Clause 48.3 and 48.4, SUPPLIER shall use COMPUTING RESOURCES (as hereinafter defined) and Information (as hereinafter defined) with due care and diligence irrespective of its usage in any location whether onsite, offsite or at home throughout the duration of this PURCHASE ORDER. In case of SUPPLIER’S failure to use such COMPUTING RESOURCES with due care and diligence, SUPPLIER shall bear the full risk and responsibility of any loss and/ or damage to such COMPUTING RESOURCES in its custody.

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SUPPLIER shall visually inspect such COMPUTING RESOURCES and check all supporting 48.3 documentation (e.g. manufacturer’s instructions on usage and PURCHASER’S instructions to maintain a secure chain of custody) at the time of taking over custody. SUPPLIER shall notify PURCHASER of any discrepancy or damage within three (3) days of its awareness of the said discrepancy or damage or within a time period that may be mutually agreed. In the absence of any notification of discrepancy or damage, such COMPUTING RESOURCES shall be deemed to have been delivered in an undamaged state to SUPPLIER. SUPPLIER will not however be liable for any latent defects that are not reasonably possible to detect by visual inspection. SUPPLIER shall maintain a form provided by PURCHASER to keep adequate record of such COMPUTING RESOURCES and provide a regular monthly inventory to the PURCHASER REPRESENTATIVE to show the use of such COMPUTING RESOURCES, trail of chain of custody in case of further usage required by an authorized sub-contractor and current physical location of such COMPUTING RESOURCES.

SUPPLIER’S access to PURCHASER’S or any AFFILIATE’S (a) computer, hardware, software, 48.4 telecommunications facilities and user identification codes (“COMPUTING RESOURCES”) and (b) data, messages and transactions (“Information”) shall be solely for the performance of the SUPPLY under this PURCHASE ORDER. Such access shall be made only in the manner prescribed by this Article, only when such access is necessary for the SUPPLY and approved and only by individuals who require access to perform the SUPPLY. SUPPLIER shall notify PURCHASER of each individual requiring access to perform SUPPLY under this PURCHASE ORDER and notify PURCHASER when an individual no longer requires access. In addition, SUPPLIER shall require that each such individual at a minimum complies with the obligations of this PURCHASE ORDER and with any other security and control policies and requirements provided to SUPPLIER from time to time by PURCHASER.

In particular, without the prior written consent of PURCHASER, no individual of SUPPLIER, or its

48.5 subcontractors, or vendors shall:

ii.

iii.

iv.

disclose or share use of any user access codes or passwords associated with the performance of the SUPPLY;

access or attempt to access COMPUTING RESOURCES or Information that the individual is not authorised to access;

access, change, manipulate (including but limited to creating, reading, executing, decrypting, destroying, modifying, reverse-engineering, or copying) or remove COMPUTING RESOURCES or Information that are not required to perform the SUPPLY;

load any programs or data on to COMPUTING RESOURCES; or

connect any device (such as computer modem) to COMPUTING RESOURCES.

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48.6 Where a remote connection to COMPUTING RESOURCES is provided to SUPPLIER, or its subcontractors or vendors, SUPPLIER shall and shall ensure that its subcontractors and vendors shall comply with the following additional requirements:

ii.

iii.

iv.

SUPPLIER shall notify PURCHASER of any changes or problems that may impact COMPUTING RESOURCES;

SUPPLIER shall protect COMPUTING RESOURCES from theft, physical damage and unauthorised access;

SUPPLIER shall maintain a traceable one-to-one relationship between the computer and network address used to access COMPUTING RESOURCES and Information (e.g. no pooled IP addresses, etc.);

SUPPLIER shall not monitor or record network traffic for the purpose of capturing information (e.g. with network packet analysers, line monitoring equipment, sniffers, etc.). If SUPPLIER captures or views Information incidental to performing SUPPLY, SUPPLIER shall treat such Information in accordance with the terms of this PURCHASE ORDER; and

SUPPLIER shall use up-to-date measures to protect against transmission of viruses and malicious code to COMPUTING RESOURCES.

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Project: Q-32705 - Saipem COMP3 Folder: RFQ Files

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