CONFIDENTIALITY UNDERTAKING

This Confidentiality Undertaking (CU) is made effective as of ……………………….. (the “EFFECTIVE DATE) for the ADNOC Offshore (hereinafter referred to as “CLIENT”) for HAIL & GHASHA DEVELOPMENT PROJECT PACKAGE 1 OFFSHORE FACILITIES (hereinafter referred to as “PROJECT”) by and between

…………………………………………., a Company organized under the Laws of ……………., having its registered office at …………………………………… (hereinafter referred to as “DECLARANT” or “BIDDER”); and

An unincorporated joint venture formed between NATIONAL PETROLEUM CONSTRUCTION COMPANY PJSC a company incorporated under and in accordance with the laws applicable in the UAE, and whose address is at P.E. Box 2058, Mussafah, Abu Dhabi, UAE (hereinafter referred to as “NPCC”) and SAIPEM S.p.A., a company organized and existing under the laws of Italy, and having its registered office address at Via Martiri di Cefalonia 67, San Donato Milanese (MI), Italy and with a Branch Office registered in Abu Dhabi at West 10, C67 Building, Shaikh Hazza Bin Zayed Bin Sultan, Abu Dhabi, United Arab Emirates (herein after referred to as “SAIPEM) jointly hereinafter referred to as the “CONTRACTOR”.

Under this CU, BIDDER hereby declares to CONTRACTOR:

that BIDDER accepts the following terms and conditions on which CONTRACTOR is prepared to allow BIDDER access to certain proprietary and confidential information related to the PROJECT (“CONFIDENTIAL INFORMATION”) in possession of CONTRACTOR or available to CONTRACTOR from CLIENT in order to allow BIDDER to submit its offer to CONTRACTOR as well as to CLIENT during bidding stage and, if selected, to provide to CONTRACTOR and CLIENT certain documents, equipment and/or services during execution for the PROJECT (“PERMITTED PURPOSE”):

1. CONFIDENTIAL INFORMATION shall mean any and all information, data, designs, drawings, proposals, and other material relating to the PROJECT and/or the PERMITTED PURPOSE which are disclosed to BIDDER, directly or indirectly, in writing, in drawings, in electronic form or in any other way by CONTRACTOR, including data and information derived therefrom, except such information which BIDDER can demonstrate:
   1. were in the possession of BIDDER prior to CONTRACTOR’s disclosures of the same to it and were not acquired from CONTRACTOR, or
   2. are acquired by the BIDDER or subsequently comes lawfully into the possession of the BIDDER from others who have no direct or indirect confidential commitment to CONTRACTOR with respect to same, or
   3. are, at the time of disclosure, or become without the fault or participation of the BIDDER a part of the public domain by publication or otherwise.

Specific CONFIDENTIAL INFORMATION disclosed to the BIDDER shall not be deemed to come under the above exceptions merely because it is embraced by more general information which is or becomes public knowledge or was in the prior possession of the BIDDER.

1. BIDDER hereby agrees to receive the CONFIDENTIAL INFORMATION in strict confidence, not to disclose them to any third party and to use them only for the PERMITTED PURPOSE.
2. BIDDER agrees not to disclose to any third Party the existence of this CU or any other agreement between BIDDER and CONTRACTOR concerning the PERMITTED PURPOSE, unless otherwise previously authorized in writing by CONTRACTOR.
3. BIDDER agrees to restrict the disclosure of the CONFIDENTIAL INFORMATION to those of its employees who have a need to know the same for the PERMITTED PURPOSE and ensures that they are under obligation to be bound by the terms of this CU at least to the same extent as provided herein, either by their employment agreement or otherwise in writing. BIDDER shall be liable for acts or omissions of its employees as if such acts or omissions had been acts or omissions of the BIDDER itself.
4. Information disclosed by CONTRACTOR for the PERMITTED PURPOSE prior to this CU shall be deemed to have been disclosed under this CU to the BIDDER.
5. BIDDER hereby acknowledges that CONFIDENTIAL INFORMATION may be preliminary or incomplete and are provided “as is”. No warranties are made by CONTRACTOR in respect to completeness, adequacy and consistency of CONFIDENTIAL INFORMATION and CONTRACTOR accepts no responsibility for any expenses, losses or actions incurred or undertaken by BIDDER as result of its use of CONFIDENTIAL INFORMATION.
6. BIDDER hereby agrees to return to CONTRACTOR all drawings, written descriptions, and other writings or copies and delete any data stored in a computer or electronic retrieval system containing the CONFIDENTIAL INFORMATION, at the conclusion of the PERMITTED PURPOSE and upon CONTRACTOR ‘s request.
7. BIDDER agrees not to apply for patents or to claim patents and/or other industrial property rights for inventions based directly and/or indirectly on information or data included in the CONFIDENTIAL INFORMATION.
8. The CONFIDENTIAL INFORMATION shall be the property of CONTRACTOR and/or LICENSORS and/or CLIENT, as applicable. BIDDER acknowledges that nothing contained in this CU shall be deemed to grant any right or license, implied or expressly, to BIDDER under any CONFIDENTIAL INFORMATION.
9. This CU remains in effect for a period of fifteen (15) years from the EFFECTIVE DATE hereof, provided that the obligations of confidentiality and non-use under this CU shall remain in effect and shall continue in full force until the date on which all the CONFIDENTIAL INFORMATION enters in the public domain through an authorized source other than BIDDER and through no act or omission of BIDDER.
10. This CU shall be binding upon and insure to the benefit of the successors and assigns of CONTRACTOR and shall be governed by and construed in accordance with the laws of England and Wales (including the present litigation clause), excluding its choice of law principles. Any dispute, controversy and/or difference which may arise between the CONTRACTOR and BIDDER out of or in relation to or in connection with this CU, or the breach thereof, which cannot be settled by mutual agreement without undue delay, shall be settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by one (1) arbitrator appointed in accordance with the said Rules. The seat and venue of such arbitration proceedings shall be London, England and the pertinent language shall be English. The proceedings shall remain confidential between the CONTRACTOR and BIDDER under the same terms and conditions hereof. The award thereof shall be final and binding upon the CONTRACTOR and the BIDDER hereto, that excludes the application of the Section 69 of the Arbitration Act 1996.
11. BIDDER agrees that any breach by the BIDDER of the covenants and agreements set forth in this CU may cause irreparable injury to CONTRACTOR and/or CLIENT for which monetary damages are not an adequate remedy and, therefore in addition to any other remedies that may be available, in law, in equity or otherwise, CONTRACTOR and/or CLIENT shall be entitled to seek injunctive relief to enforce specific performance of the provisions of this CU.
12. The invalidity or unenforceability of any provision of this CU shall not affect the remaining portions hereof. Moreover, if one or more provisions herein contained shall for any reason be held excessively broad so as to be unenforceable at law, the appropriate judicial body shall construe such provisions by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.
13. BIDDER represents and warrants that it has full power and authority to sign and deliver this CU and that this CU has been duly authorized, signed and delivered by it and constitutes its legal, valid and binding obligations enforceable in accordance with its terms.
14. This CU may be executed by facsimile, electronic communication in portable document format (.pdf), and BIDDER agrees that its electronic transmitted signature has the same effect as manually transmitted signature.

BIDDER

By

(Signature of officially authorized signatory)

Printed Name

Title

Date

Place

Project: Q-32855 - Saipem Hail & Ghasha Folder: ITB Attachments