Attachment 1_STC_CF0000-58-FRM-9710-00

ABU DHABI NATIONAL OIL COMPANY (ADNOC) GHASHA CONCESSION PROJECTS

HAIL & GHASHA DEVELOPMENT PROJECT PACKAGE 1 – OFFSHORE FACILITIES

COMPANY PROJECT No: XXXX

CONTRACTOR PROJECT No: 67-00106

SPECIAL TERMS AND CONDITIONS OF PURCHASE

Rev. X1A1

ABU DHABI NATIONAL OIL COMPANY (ADNOC) GHASHA CONCESSION PROJECTS

HAIL & GHASHA DEVELOPMENT PROJECT PACKAGE 1 – OFFSHORE FACILITIES

SPECIAL TERMS AND CONDITIONS OF PURCHASE

Contractor Document Number: CF0000-1009710

X1A1

16/10/2023

IDC

Internal Issue

Ashok Kumar / Aravind B

Luca Tifi / Ramakrishnan K

Rami Abdulwahed

Daniel Atbir

Rev

Date (DD/MM/YYYY)

Status Status Description

PREPARED

CHECKED

APPROVED 1

APPROVED 2

This Document is intended for use by ADNOC and its nominated Consultants, Contractors, Manufacturers and Suppliers.

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ABU DHABI NATIONAL OIL COMPANY (ADNOC) GHASHA CONCESSION PROJECTS

HAIL & GHASHA DEVELOPMENT PROJECT PACKAGE 1 – OFFSHORE FACILITIES

COMPANY PROJECT No: XXXX

CONTRACTOR PROJECT No: 67-00106

SPECIAL TERMS AND CONDITIONS OF PURCHASE

Rev. X1A1

HOLD

Section

Description

HOLD LIST

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TABLE OF CONTENTS

INTRODUCTION … 4

PURPOSE … 5

DEFINITIONS AND ABBREVIATIONS … 5

REFERENCE DOCUMENTS … 6

SPECIAL TERMS AND CONDITIONS … 6

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INTRODUCTION The Hail & Ghasha Development (HGD) Project is of strategic importance to the Emirate of Abu Dhabi. The project will develop the untapped oil and gas reserves from the highly sour Hail and Ghasha fields. Production is targeted to start by Q3 2026 with sustainable production of 1 BSCFD of raw gas and 82.5 MBPD of Oil. The Hail and Ghasha fields are situated offshore ABU DHABI about 140 kms away from ABU DHABI mainland in water depths varying from 0 to 15 meters.

The HGD Project comprises the following:

• Artificial Islands Construction • Offshore package – EPC 01: Offshore Drilling Centers (DCs), subsea Pipelines, Umbilicals, power cable connections, seawater Intake structure, bridges, risers, flare structure, facilities at Ghasha Offshore Processing (“GOP”)

• Onshore package – EPC 02: Manayif Processing Plant, Manayif Utilities, Offsite

Pipelines & Tie-ins, Main Control and Other Buildings

The project will be executed in a phased approach with initial production split into two (2) phases, separated by 6 month (refer to Figure 1). Phase 1 will start production from three Drill Centers (Reeah, Jzool, & Seebah) in Ghasha field and Phase 2 will produce from Gaff Island in Hail field. Remaining Drill Centers, gas injection, and other associated facilities will be developed in ‘future’ to sustain production from Hail & Ghasha fields.

Figure 1 - Hail & Ghasha Field

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CONTRACTOR PROJECT No: 67-00106 CONTRACTOR DOCUMENT No. 1-CF0000-58-FRM-9710-00

PURPOSE

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The following Special Terms and Conditions of Purchase are applicable for any Purchase Orders issued by the Joint Venture.

The generality of the Special Terms and Conditions of Purchase are flow down conditions from the Main CONTRACT between COMPANY and CONTRACTOR to ensure all contractual conditions are met by all parties.

General Terms and Conditions for the Purchase of PROJECT Supplies High Complexity” dated 18/02/2022 with document no. SPC_GR-GROUP-SC-PRO_GTC-111-E-R01 applicable within SAIPEM, will apply with the following amendments.

DEFINITIONS AND ABBREVIATIONS

ADNOC

AGES

EPC

GOP

HGD

Abu Dhabi National Oil Company

ADNOC Group Engineering Standards and Specifications

Engineering, Procurement, Construction

Ghasha Operating Plant

Hail & Ghasha Development

COMPANY / PURCHASER’s client / ADNOC

means ABU DHABI NATIONAL OIL COMPANY (ADNOC) P.J.S.C., a company organized and existing under the laws of ABU DHABI having its registered office at ADNOC HQ Building, P.O. Box 898, Abu Dhabi, United Arab Emirates.

MAIN CONTRACT

means the agreement entered into between the COMPANY and the PURCHASER related to the PROJECT.

PROJECT

EPC WORKS FOR OFFSHORE DRILL CENTERS, SUBSEA PIPELINES, UMBILICALS AND COMPRESSION FACILITIES FOR HAIL & GHASHA DEVELOPMENT.

PURCHASER

means the person so named in the PURCHASE ORDER.

SUPPLIER / VENDOR

SUPPLY

PAC

GTC

STC

means the person so named in the PURCHASE ORDER.

means the GOODS and relevant SUPPLIER DOCUMENTS, together with the delivery thereof, the performance of the SERVICES and any tangible or intangible thing which arises out of or in connection with the performance of the SERVICES by SUPPLIER GROUP, to be provided by SUPPLIER in accordance with the provisions of the PURCHASE ORDER DOCUMENTS.

Provisional Acceptance Certificate.

General Terms and Conditions.

Special Terms and Conditions.

means the Purchase Order issued by PURCHASER to SUPPLIER for the performance of the SUPPLY.

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REFERENCE DOCUMENTS

Sl. No.

Document No.

Document Title

1-CF0000-58-FRM-9711- 00_X1A1

General Terms and Conditions for Purchase Order Documents – High Complexity” dated 18/02/2022 with document no. SPC_GR- GROUP-SC-PRO_GTC-111-E-R01

SPECIAL TERMS AND CONDITIONS

These “Special Terms and Conditions of Purchase” (hereinafter referred to as “STC”) supplement the “General Terms and Conditions for Purchase Order Documents – High Complexity” dated 18/02/2022 with document no. SPC_GR-GROUP-SC-PRO_GTC- 111-E-R01 (hereinafter referred to as “GTC”).

The STC are to be read and interpreted in conjunction with the GTC. However, in case of any conflict, the STC shall prevail and govern over the GTC.

Capitalized terms used in the STC shall have the meaning ascribed to them in the GTC, unless otherwise specified herein.

Article Reference & Subject Description

ARTICLE 1 DEFINITIONS AND INTERPRETATIONS

Article 1.1.20 to be replaced with: PROJECT

Article 1.1.32 SUPPLIER DOCUMENTS (append the text at the end of the article)

means the Hail & Ghasha Development Project.

processes,

including any and all specifications, drawings, design, technology, procedures, representations, statements or documents, whether in computer readable or other written form, that the SUPPLIER is required to create, develop and / or provide under the PURCHASE ORDER DOCUMENTS.

process

data,

Article 1.1.41 (New)

ABU DHABI

Article 1.1.42 (New)

COMPANY GROUP

means the Emirate of Abu Dhabi (including its territorial waters).

means COMPANY and each PERSON directly or indirectly CONTROLLED by COMPANY.

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Article Reference & Subject Description

Article 1.1.43 (New)

ADNOC GROUP SUPPLIER & PARTNER CODE OF ETHICS

means the conduct policy for suppliers and partners of the COMPANY GROUP, as amended from time to time, which is available at www.adnoc.ae.

Article 1.1.44 (New)

COMPANY / PURCHASER’s client / ADNOC

Article 1.1.45 (New)

COMPANY INDEMNIFIED PARTIES

Article 1.1.46 (New)

CONFIDENTIAL ARBITRATION INFORMATION

Article 1.1.47 (New)

PROVISIONAL ACCEPTANCE

means the COMPANY, its AFFILIATES, its CO-VENTURERS, its OTHER CONTRACTORS, and the COMPANY personnel.

the arbitration proceedings between

the MAIN means CONTRACTOR and the COMPANY, including all documents, submissions, written and oral evidence, transcripts and correspondence used therein or relating thereto, as well as any order or award issued in connection therewith.

Means the stage when Commissioning, Ready for Start-Up, Final Commissioning and Performance Testing, if applicable, have been completed for the whole or part of the PROJECT to the satisfaction of COMPANY and when COMPANY issued a Provisional Acceptance Certificate (PAC) to the PURCHASER.

Article 1.1.48 (New)

means, in relation to a PERSON:

CONTROL(LED)

(a)the possession, directly or indirectly, of the power to vote fifty percent (50%) or more of the voting stock (other than directors’ qualifying shares or other de minimis holdings required by APPLICABLE LAW to be held by other PERSON(S)) of such PERSON; (b)ownership, directly or indirectly, of fifty percent (50%) or more of the equity interests (other than directors’ qualifying shares or other de minimis holdings required by APPLICABLE LAW to be held by other PERSON(S)) in such PERSON; or

(c)having, directly or indirectly, the ability to direct or procure the direction of the management and policies of such PERSON, whether through the ownership of shares, by contract or otherwise.

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Article Reference & Subject Description

Article 1.1.49 (New)

PURCHASER SUBCONTRACTORS

Article 1.1.50 (New)

CO-VENTURER

Article 1.1.51 (New)

GOVERNMENTAL AUTHORITY

means any PERSON approved in writing by the COMPANY to whom execution of any part of the MAIN CONTRACT (excluding the PURCHASER and any other subcontractors of any tier of such PERSON and includes its legal successors and/or permitted assigns.

is subcontracted by

the SUPPLIER)

means any co-venturer with the COMPANY from time to time having any interest in an oil and/or gas exploration and/or production area pursuant to a concession agreement, field entry agreement (or other similar agreement) and which (together with the COMPANY) is a direct or indirect beneficiary of the SUPPLY being performed, together with its assignees and successors in interest (each of which is itself considered to be a CO-VENTURER).

means any political subdivision, agency, department, commission, board, bureau, court or other authority of ABU DHABI or the UAE, or any quasi-governmental or private body exercising, or purporting to exercise, any executive, legislative, judicial, administrative, police, regulatory or taxing authority or power of any nature in ABU DHABI or the UAE, or any company or any GOVERNMENTAL AUTHORITY.

instrumentality

controlled

owned

Article 1.1.52 (New) HSE

means health, safety and environment.

Article 1.1.53 (New)

HSE REQUIREMENTS

means all related COMPANY and CONTRACTOR’s HSE requirements

Article 1.1.54 (New)

means:

INTELLECTUAL PROPERTY RIGHTS

(a)patents, trademarks, service marks, rights in design, trade names, trade secrets, copyrights and topography rights, database rights, rights in trade names and domain names, know-how, goodwill and the right to sue for passing off, secret formulae and processes, rights protecting goodwill and reputation, rights in and to confidential information and to disclose and use and protect the confidentiality of, confidential information and all other intellectual property rights in each case whether registered or not;

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(b)applications and rights to apply for registration of any of them, together with any and all such registrations and other rights as may be granted pursuant to the same;

(c)rights under licenses and consents in relation to any of them; and/or

(d)all forms of protection of a similar nature, or having equivalent, or similar effect to any of them which subsist or will subsist now or in the future anywhere in the world.

Article 1.1.55 (New)

MAIN CONTRACT

means the agreement entered into between the COMPANY and the PURCHASER related to the PROJECT.

Article 1.1.56 (New)

OTHER CONTRACTORS

means the contractors and subcontractors who perform work or services for the COMPANY but excludes the PURCHASER GROUP and/or PURCHASER SUBCONTRACTORS.

Article 1.1.57 (New)

PERSON

means any individual, corporation, joint stock company, limited liability company, partnership, joint venture, association, trust, unincorporated organization, GOVERNMENTAL AUTHORITY or other entity.

Article 1.1.58 (New)

means:

PERSONNEL

(a) with respect to the PURCHASER, the natural persons who perform work on behalf of the PURCHASER, who may be employees (including agency personnel) of the PURCHASER or otherwise supplied by its AFFILIATES or PURCHASER SUBCONTRACTORS, and the respective officers, directors and (“PURCHASER the PERSONNEL”); and

invitees of any of

foregoing

(b) with respect to the SUPPLIER, the natural persons who perform the SUPPLY on behalf of the SUPPLIER, who may be employees (including agency personnel) of the SUPPLIER or otherwise supplied by the SUPPLIER, or supplied by its subcontractor, and the respective officers, directors and invitees of any of the foregoing.

Article 1.1.59 (New)

means any INTELLECTUAL PROPERTY RIGHTS which:

PRE-EXISTING INTELLECTUAL PROPERTY

(a)is owned by or licensed to the PARTY concerned prior to the EFFECTIVE DATE, or which exists prior to the EFFECTIVE DATE but is owned by or licensed to the PARTY concerned (otherwise than by or pursuant to the terms of this PURCHASE

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ORDER DOCUMENTS) after the EFFECTIVE DATE, or which is created or developed after the EFFECTIVE DATE and is owned by or licensed to the PARTY concerned (otherwise than by or pursuant to the terms of this PURCHASE ORDER DOCUMENTS ) after the EFFECTIVE DATE; and

(b)in the case of the SUPPLIER, is identified in writing as being owned by or licensed to the SUPPLIER on delivery of the same to PURCHASER.

means the United Arab Emirates including, where applicable, its territorial waters.

fulfilled all

Means the stage at which all the following conditions are met: i) SUPPLIER has its obligations under the PURCHASER ORDER, ii) the Warranty Period following the issuance of the applicable PROVISIONAL ACCEPTANCE has expired, iii) a Final Acceptance Certificate (FAC) has been issued to PURCHASER by the COMPANY in regard to or including the SUPPLY in its entirety.

Article 1.1.60 (New)

UAE

Article 1.1.61 (New) FINAL ACCEPTANCE

ARTICLE 8 SUPPLIERS GENERAL OBLIGATIONS

Article 8.4 (New)

SUPPLIER PERSONNEL

The SUPPLIER shall provide and employ at its premises, and in any other workplace in connection with the performance of the SUPPLY, such professional, experienced, skilled, semiskilled and unskilled labour and local employees as are timely performance and for necessary completion of the SUPPLY.

the proper and

Article 8.5 (New)

The SUPPLIER undertakes to:

preserve and protect the rights of the COMPANY under

(a) the MAIN CONTRACT;

(b) comply with the APPLICABLE LAW and all other matters which can in any way affect performance of the MAIN CONTRACT and/or SUPPLY or other obligations of the PURCHASER under the MAIN CONTRACT or the SUPPLIER under the PURCHASE ORDER DOCUMENTS or costs associated with such performance;

(c) comply with the ADNOC GROUP SUPPLIER & PARTNER CODE OF ETHICS and any other applicable COMPANY standards as may be specified in the MAIN CONTRACT or

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communicated by the COMPANY to the PURCHASER and/or SUPPLIER from time to time;

(d)vest in the PURCHASER all INTELLECTUAL PROPERTY RIGHTS in any SUPPLIER DOCUMENTS and grant a non- exclusive, irrevocable, fully-transferable, royalty-free license to the PURCHASER for all PRE-EXISTING INTELLECTUAL PROPERTY RIGHTS;

(e) prevent the assignment, novation, transfer or further subcontract of any of its rights, obligations or interests under the PURCHASE ORDER DOCUMENTS without the prior written consent of the PURCHASER (which shall only be given if and when the PURCHASER obtains the COMPANY’s prior written consent to such assignment, novation, transfer or further subcontracting); and

(f) participate in any assignment, novation or transfer of rights, obligations or interests made by the COMPANY under and in connection with the MAIN CONTRACT to any AFFILIATE.

(a) The SUPPLIER undertakes to comply with all APPLICABLE LAW regarding HSE, the HSE REQUIREMENTS and the safety control procedures prepared by the PURCHASER under the MAIN CONTRACT; and

the PURCHASER undertakes to provide or make (b) available all such APPLICABLE LAW, HSE REQUIREMENTS and safety control procedures to the SUPPLIER upon its request.

10.3 (a) Each item of the GOODS provided by the SUPPLIER under the terms of the PURCHASE ORDER DOCUMENTS shall become the property of the PURCHASER upon the earlier of:

(i) delivery of such GOODS to the DELIVERY POINT; or

(ii) any payment by the PURCHASER under the PURCHASE ORDER DOCUMENTS for the applicable item,

and the SUPPLIER warrants that:

Article 8.8 (New)

ARTICLE 10 TITLE & RISK

To be added after Article 10.2

Article 10.3 (New)

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(iii) title to such GOODS (and, for the avoidance of doubt, the resultant SUPPLY) shall pass to the PURCHASER pursuant to this Article 10;

(iv) such GOODS shall be free from any and all liens, charges, encumbrances, retention of title claims or other ownership or security interests in favour of THIRD PARTIES and that no PERSON other than the PURCHASER shall have any claim to ownership thereto;

(v) it shall take all steps necessary to ensure that the good title of the PURCHASER and the exclusion of any such liens, charges, encumbrances, retention of title claims or other ownership or security interests is expressly notified to any vendor, supplier and other PERSON dealing with or transporting any such GOODS; and

title

to such GOODS passes them

the (vi) where PURCHASER prior the DELIVERY POINT, the SUPPLIER shall ensure that the applicable item(s) are set aside and marked as the property of the PURCHASER.

to delivery of

to to

ARTICLE 11 WARRANTIES

Article 11.2 Replace the sub- article in its entirety with the text herein

Article 11.6 Add the following text

The SUPPLY shall be guaranteed, without prejudice to any warranty at Law, until the expiry of the Warranty Period.

Warranty Period shall be twelve months (12) months from the date of PROVISIONAL ACCEPTANCE or forty-eight (48) months from the date the last delivery of the GOODS at the DELIVERY POINT, whichever occurs earlier.

Unless, otherwise, specified differently inside the PURCHASE ORDER.

Any work re-performed, replaced, remedied or rectified hereunder shall itself be guaranteed by SUPPLIER for a single period of twelve (12) months from the date of such re- performed, replaced, remedied or rectified work by SUPPLIER, but without prejudice to the provisions of Article.11.8 in respect of any extended guarantee. However, except for items 11.8 (a) and (b), the total cumulative guarantee period shall not exceed a period of thirty-six (36) months from the effective date of PROVISIONAL ACCEPTANCE.

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Article 11.8 (New)

SUPPLIER’s liability to re-perform, rectify and remedy defects, deficiencies or inadequacies in the SUPPLY shall extend beyond the Warranty Period in the following circumstances:

a) SUPPLIER

fails

to demonstrate

the achievement of performance guarantees as evidenced by a successful Performance Test Run(s). In such an event, the Warranty Period shall be extended until such time the Performance Test Run(s) (or any repeated Performance Test Run(s)) of the GOODS shall have successfully met required criteria.

b) Painting and coating Warranty shall continue for an extended period of five (5) years from the last delivery of the GOODS at the DELIVERY POINT. SUPPLIER warrants that the performance of the external painting systems, defined as all external metal work painting applications exposed to weather conditions, shall remain free from defects and fit for the purpose throughout this extended Warranty Period. In case of notification to SUPPLIER by PURCHASER of defects in the Paint or Coating of the GOODS appearing within the extended Warranty Period, SUPPLIER shall undertake at its sole cost the necessary remedial actions (such as repair, replace or recoat).

ARTICLE 14 INVOICING AND PAYMENT

Article 14.2 (deletion of specific term)

Delete the term “Saipem Finance International B.V.” wherever appearing and replace with the term “PURCHASER”

ARTICLE 15 PARENT COMPANY GUARANTEE AND BANK GUARANTEES

Article 15.3.1 Replace the sub-article in its entirety with the text herein

15.3.1 Should SUPPLIER be in default in respect of any of its obligations under the PURCHASE ORDER DOCUMENTS as well as during the Warranty Period, PURCHASER shall be entitled to call the aforementioned bond, fully or in part, on its first written demand to the bank.

Article 15.3.2 Replace the sub-article in its entirety with the text herein

ends

15.3.2 The performance bond shall remain valid up to 3 (three) months after the expected date when the Warranty Period for warranty after performance completion and shall be released only upon receipt of CONTRACTOR’s written communication. During the execution of the PURCHASE ORDER DOCUMENTS, PURCHASER may, at is sole option, require the value of the

to cover

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performance bond to be adjusted to reflect any significant change to the TOTAL PURCHASE ORDER AMOUNT.

Should any errors, faults, defects, non-conformities or deficiencies of any kind in the SUPPLY, which require correction and making good in accordance with Sub-Clause 11.3 be discovered during the Warranty Period, SUPPLIER shall extend the warranty bond for such period and for such amount as may be reasonably agreed between the PARTIES.

15.4.3 The advance bond shall remain valid throughout the duration of the PURCHASE ORDER DOCUMENTS, up to 1 (one) month after the delivery date of the final shipment.

Article 15.4.3 (New)

ARTICLE 17 FORCE MAJEURE

17.6 Replace the sub-article in its entirety with the text herein

Should a Force Majeure event or its consequences continue for more than 60 (sixty) consecutive days or 180 (one hundred and eighty) days in aggregate, the unaffected PARTY shall have the right to terminate the PURCHASE ORDER pursuant to Clause 19 “TERMINATION” by giving prior notification to the affected PARTY.

17.8 (New) append this new sub-clause at the end of the Article

The effects of and/or regulations/restrictions related to COVID- 19 shall not be considered excusable within the meaning and/or terms of FORCE MAJEURE and no relief shall be sought by either Party related and/or arising out of COVID-19, save and except to the extent that were otherwise not known/prevalent in public domain prior to the Effective Date of the PURCHASE ORDER.

ARTICLE 20 LIABILITIES AND INDEMNITIES

20.7 (New) append this new sub-clause at the end of the Article.

INDEMNIFICATION obligations of SUPPLIER towards the PURCHASER GROUP within the Article 20 and/or contained elsewhere in the PURCHASE ORDER DOCUMENTS shall mutatis mutandis be applicable and remain extended likewise by SUPPLIER INDEMNIFIED PARTIES also.

the COMPANY

towards

Article 20.8 (New)

The SUPPLIER shall not claim any payment for any commission, agent’s fee or any similar charge in connection with the PURCHASE ORDER or the MAIN CONTRACT. The SUPPLIER shall be liable for and shall always hold the PURCHASER and COMPANY harmless and keep

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indemnified for any claim arising from a local agent to SUPPLIER, PURCHASER or COMPANY, in relation with the GOODS.

ARTICLE 22 LIMITATION OF LIABILITY

22.1 Replace the sub-article in its entirety with the text herein.

liability towards PURCHASER under or

SUPPLIER’s in connection with the PURCHASE ORDER DOCUMENTS shall be limited to one hundred percent (100%) of the TOTAL PURCHASE ORDER AMOUNT.

ARTICLE 23 INSURANCE REQUIREMENTS

To be added after Article 23.2

From Article 23.3 (New) to Article 23.19 (New)

23.3 the event any SUPPLIER PERSONNEL are performing SUPPLY in the UAE, without limitation to its obligations and responsibilities, the SUPPLIER shall obtain and maintain Workmen’s Compensation Insurance (Employer’s Liability) with a limit of liability of not less than USD 1,000,000 per occurrence.

23.4 the event any SUPPLIER PERSONNEL are performing SUPPLY outside the UAE, without limitation to its obligations and responsibilities, the SUPPLIER shall obtain and maintain Workmen’s Compensation Insurance (Employer’s Liability) or insurance coverage of a comparable nature in accordance with the APPLICABLE LAW and/or the contracts of employment of the SUPPLIER PERSONNEL.

In the event the SUPPLIER uses motor vehicles in the 23.5 performance of the SUPPLY in the UAE, the SUPPLIER shall obtain and maintain Motor Vehicle Third Party and Passenger Liability Insurance which shall be:

as per the APPLICABLE LAWS of the UAE for death or

(a) injury to any THIRD PARTY; and

for damage to property of a THIRD PARTY with a limit

(b) of not less than USD 1,000,000 per occurrence.

23.6 Without limitation to its obligations and responsibilities, the SUPPLIER shall obtain and maintain All Risk Insurance on SUPPLIER’s equipment covering the full value thereof.

23.7 The SUPPLIER shall obtain and maintain:

Third Party Liability Insurance with a limit of not less

(a) than USD 10,000,000 per occurrence; and

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Pollution Liability Insurance to cover the risk arising (b) from the performance of SUPPLY and any pollution emanating/originating from the SUPPLIER’s equipment with a limit of not less than USD 10,000,000 per occurrence,

noting that the two insurance coverage requirements named in Articles 23.7(a) and 23.7(b) may be addressed in one insurance policy.

23.8 The SUPPLIER shall ensure that all insurance policies as shall be required to protect the interests of PURCHASER shall be taken-out and maintained by the SUPPLIER which shall:

be obtained on an additional insured basis in the names (a) of the PARTIES and the COMPANY with the exception of the insurances required under Articles 23.1 and 23.2; and

(b) contain a waiver of subrogation against its contractual principals which shall include the COMPANY INDEMNIFIED PARTIES and PURCHASER GROUP,

to the extent of the liabilities assumed by the SUPPLIER under the PURCHASE ORDER DOCUMENTS.

23.9 Upon the PURCHASER request, SUPPLIER shall provide the PURCHASER with certificates of insurance or other documentary evidence, satisfactory to PURCHASER, of the insurance cover and conditions required under this Article 23 and the PURCHASE ORDER. The PURCHASER’s acceptance of such evidence does not constitute a waiver, release or modification of the required insurance.

23.10 If at any time the PURCHASER considers that any insurance certificate provided by the SUPPLIER is not sufficient to evidence that such insurance policies have been obtained and maintained, the PURCHASER may request, and the SUPPLIER shall promptly provide, any further information the PURCHASER requires to verify that such insurance policies have been obtained and maintained and/or an undertaking from the SUPPLIER confirming that such insurance policies have been obtained and maintained. The PURCHASER may take any steps necessary to ensure that the insurance policies shall remain in force throughout the term of the PURCHASE ORDER.

23.11 All deductibles or self-insured retentions that are applicable under insurance policies to be procured by the SUPPLIER or which the SUPPLIER is to require any of its subcontractors to procure under the PURCHASE ORDER

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and/or

DOCUMENTS shall be for the account of and paid for by the SUPPLIER including any deductibles or self-insured retentions applicable to coverage of claims made against the PURCHASER GROUP for which the SUPPLIER is responsible.

its subcontractors,

23.12 If any insurance policy is cancelled, or if there is a material change which may affect the PURCHASER’s interest, or if the SUPPLIER fails to effect or maintain any policy which it is required by the PURCHASE ORDER DOCUMENTS to effect and maintain, the PURCHASER may at its sole discretion effect and maintain any such insurance or additional insurance as the PURCHASER shall consider necessary and recover the cost from the SUPPLIER .

23.13 The SUPPLIER shall either:

take out under

(a) require its subcontractors and vendors to obtain and maintain the same level of insurance as the SUPPLIER is obliged the PURCHASE ORDER DOCUMENTS for performing any part of the SUPPLY, in proportion to the value of the SUPPLY that are to be performed by such subcontractors and vendors, save and except that the SUPPLIER shall not require such subcontractors to carry insurance that would duplicate the coverage of the insurance carried by the SUPPLIER ; or

ensure that such subcontractors and vendors are

(b) insured under the SUPPLIER’s relevant insurance policies.

the

23.14 The SUPPLIER’s compliance with insurance requirements set out in this Article 23 shall not be construed as limiting the SUPPLIER’s liability to the PURCHASER and others as set out in the PURCHASE ORDER DOCUMENTS. The SUPPLIER shall save, indemnify, defend, release and hold harmless the PURCHASER GROUP from and against all losses, liabilities, damages and costs (including legal costs) arising out of or in connection with any claim by any PERSON against the PURCHASER GROUP in respect of any shortfall in insurance cover it is obliged to obtain under the PURCHASE ORDER DOCUMENTS or any failure to effect or maintain such insurances specified by the PURCHASE ORDER or out of any act or omission, which invalidates the said insurances or in the event that liability for any loss or damage be denied by any underwriter, in all or in part, because of breach of said insurance requirements by the SUPPLIER, to the extent of the liabilities assumed by the SUPPLIER under the PURCHASE ORDER DOCUMENTS.

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23.15 The SUPPLIER shall:

as soon as possible inform the PURCHASER in writing (a) of any occurrence that may give rise to a claim under an insurance policy required by the PURCHASE ORDER DOCUMENTS;

keep

(b) developments concerning the claim; and

the PURCHASER

informed of subsequent

(c) ensure that the subcontractors and vendors similarly inform the SUPPLIER and the PURCHASER in respect of occurrences which may give rise to a claim by them.

23.16 Any insurance arranged in accordance with this Article 23 shall be obtained in accordance with Article 26 of Federal Law No. (6) of 2007, as far as possible. However, the PURCHASER may at its discretion accept insurance policies from other competent insurance companies provided that such insurance policies meet all other requirements mentioned in this Article 23.

23.17 Wherever insurance is effected under the PURCHASE ORDER DOCUMENTS in the joint names of the PARTIES, or on terms containing provisions for indemnity to principals, the PARTY effecting such the insurance policy provides that:

insurance shall ensure

that

(a) insofar as the policy may cover more than one insured, all insuring agreements and endorsements (with the exception of limits of liability) shall operate in the same manner as if there were a separate policy of insurance covering each named insured;

(b) the insurer waives all rights, remedies or relief to which it might become entitled by way of subrogation against any of the persons covered as an insured, and that failure by any insured to observe and fulfil the terms of the policy shall not prejudice the insurance with respect to any other insured;

any non-disclosure by one insured does not prejudice

a notice to the insurer by one insured person shall be

(d) deemed to be notice by all insured persons.

for

the PURCHASER insurance 23.18 Where hereunder the benefit of both PARTIES, claims management shall be PURCHASER-driven and the SUPPLIER shall not, and shall take all steps necessary to ensure that any of its subcontractor or vendor do not, report any claims to the

procures

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insurer without coordinating with the PURCHASER. For the avoidance of doubt, the insurer’s claim investigation process shall not be considered as a hindrance to, or be a reason for delay in the execution of the SUPPLY.

ARTICLE 26 SETTLEMENT OF DISPUTES

26.3 Replace the sub-article in its entirety with the text herein

The seat of the arbitration proceedings shall be London, United Kingdom, and such proceedings shall be conducted at Abu Dhabi (UAE) in the English language. The arbitration award shall be final and binding on the PARTIES. Each PARTY irrevocably and unconditionally waives any objection or immunity on grounds of sovereignty or otherwise to the arbitral proceedings.

ARTICLE 27 CONFIDENTIALITY AND ETHICAL BUSINESS STANDARDS

To be added at the end of Article 27.8

The SUPPLIER shall comply in particular with the following set documents:

(i)

(ii)

NPCC’s “Ethics Policy and Code of Business Conduct” SAIPEM’s “Organization, Management and Control Model (which includes the Code of Ethics) of SAIPEM and SAIPEM’s Management System Guideline Anti-corruption”.

To be added after Article 27.19

27.20 For the purpose of this Article 27, “CONFIDENTIAL INFORMATION” shall mean:

From Article 27.20 (New) to Article 27.25 (New)

(a) all fiscal, commercial, financial, technical, operational or other information in whatever form (including, without limitation, information disclosed orally or electronically) pertaining to a PARTY, or the COMPANY, an AFFILIATE of a PARTY or the COMPANY, or a CO-VENTURER, or the business (including any products or services, methods, processes, opportunities or activities howsoever arising) of any of them;

(b) any information provided by any member of the COMPANY GROUP or PURCHASER GROUP prior to the effective date of the MAIN CONTRACT or the EFFECTIVE DATE transactions contemplated by the MAIN CONTRACT or the PURCHASE ORDER and/or in connection with the negotiations leading up to the execution of the MAIN CONTRACT or the PURCHASE ORDER ;

the purposes of evaluating

the

for

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the MAIN CONTRACT, PURCHASE ORDER, and any

(d) the any discussions and negotiations between PARTIES and documents pertaining to the MAIN CONTRACT, the PURCHASE ORDER DOCUMENTS or the performance thereof, any related agreements between the PARTIES concerning the MAIN CONTRACT, the SUPPLY, including any pending or future amendments or variations thereto and any CONFIDENTIAL ARBITRATION INFORMATION.

27.21 Subject to Articles 27.23, 27.24 and 27.25, each PARTY shall:

(a) hold CONFIDENTIAL INFORMATION in strict confidence and shall not disclose or otherwise make it available to any PERSON without the written consent of the other PARTY;

(b) use CONFIDENTIAL INFORMATION solely for the purpose of performing its obligations under the PURCHASE ORDER and/or pertaining howsoever to any related agreements between the PARTIES concerning the MAIN CONTRACT and the SUPPLY, including any pending or future amendments or variations thereto; and

INFORMATION securely and (c) keep CONFIDENTIAL properly protected against loss and unauthorized access (including unauthorized access by electronic means) and shall use at least the same degree of care that it uses for its own confidential information of like kind, but no that CONFIDENTIAL INFORMATION is kept confidential.

reasonable efforts

theft, damage,

to ensure

than

less

aware

becoming

27.22 Each PARTY shall notify the other PARTY immediately upon the CONFIDENTIAL INFORMATION provided by that PARTY has been disclosed to, or obtained by, a THIRD PARTY (otherwise than as permitted by the PURCHASE ORDER DOCUMENTS) and shall take such steps as may reasonably be necessary to mitigate any adverse effects of such disclosure by that PARTY.

that

27.23 The obligations set out in Article 27.21 shall not apply to any information which:

(a)at the time of supply by (or on behalf of) the relevant PARTY is in, or subsequently comes into, the public domain, except through breach of any of the undertakings set out in the PURCHASE ORDER DOCUMENTS;

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(b)the PARTY can prove that it was known by, or already in the PARTY’s lawful possession prior to its disclosure by (or on behalf of) the other PARTY;

(c)subsequently comes lawfully into the possession of the PARTY or any of its respective AFFILIATES from a THIRD PARTY who does not owe the relevant PARTY an obligation of confidence in relation to it;

(d)was independently developed by the PARTY or any of its the AFFILIATES without any reliance on any part of CONFIDENTIAL INFORMATION; or

(e)the PARTIES agree in writing is not confidential.

27.24 Notwithstanding Article 27.21, each PARTY may disclose CONFIDENTIAL INFORMATION:

(a)to its directors, officers, employees to the extent such the CONFIDENTIAL PERSON INFORMATION for the purposes of or in connection with the PURCHASE ORDER or the SUPPLY;

access

needs

subcontractor needs access

(b)to an AFFILIATE or subcontractor to the extent such AFFILIATE or the CONFIDENTIAL INFORMATION for the purposes of or in connection with the PURCHASE ORDER or the SUPPLY, and provided that the AFFILIATE or subcontractor agrees in writing to abide by the same confidentiality obligations of such PARTY with respect to the CONFIDENTIAL INFORMATION;

(c)to any technical consultant or professional adviser engaged by or on behalf of such PARTY or its AFFILIATES, to the extent access to the CONFIDENTIAL INFORMATION is required for the purposes of or in connection with the PURCHASE ORDER DOCUMENTS, and provided that such technical consultant or professional adviser agrees in writing (unless such professional adviser is under a legal obligation of confidentiality):

(i) to abide by the obligations of such PARTY with respect to CONFIDENTIAL INFORMATION, including any applicable THIRD PARTY obligations;

(ii) to hold the CONFIDENTIAL INFORMATION in confidence and use it only for the express purpose for which INFORMATION was provided;

the CONFIDENTIAL

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(iii) to treat the CONFIDENTIAL INFORMATION in the same manner as if it were a party to the PURCHASE ORDER; and

to consent

(iv) not the CONFIDENTIAL INFORMATION except with the prior written consent of the other PARTY;

the disclosure of

(d) to the extent necessary to enforce or defend its rights in legal proceedings, provided that the disclosing PARTY uses its reasonable commercial efforts to:

(i) disclose only that portion of the CONFIDENTIAL INFORMATION as is reasonably necessary for the disclosing PARTY’s enforcement or defense of its rights in such proceedings;

(ii) disclose only to those PERSONS reasonably necessary for the disclosing PARTY’s enforcement of the PURCHASE ORDER or defense of its rights in legal proceedings; and

(iii) cooperate with the other PARTY to obtain a protective order or similar device to maintain the confidential CONFIDENTIAL of status INFORMATION; and

the

(e) to the extent required by APPLICABLE LAW (including, without limitation, any rule or regulation of any organized securities exchange, market or automated quotation system on which any of the disclosing PARTY’s or its AFFILIATES’ securities are listed or quoted), valid legal process or GOVERNMENTAL AUTHORITY, provided that the disclosing PARTY uses its reasonable commercial efforts to:

(i) provide the other PARTY with prompt notice of such requirement in order to enable the non-disclosing PARTY to:

(A) seek an appropriate protective order or other remedy; or

(B) consult with the disclosing PARTY with respect to taking steps to resist or narrow the scope of such request or requirement; and

the CONFIDENTIAL that part of (ii) disclose only INFORMATION as is required if such protective order or other remedy is not obtained.

27.25 Notwithstanding Article 27.21, the COMPANY and/or PURCHASER may disclose CONFIDENTIAL INFORMATION to any PERSON who is a potential investor, provided that such

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PERSON agrees in writing (unless such PERSON is under a legal obligation of confidentiality):

(a)to abide by the obligations of the COMPANY and/or PURCHASER CONFIDENTIAL respect INFORMATION;

with

ARTICLE 32 AUDIT

Article 32.1 is amended as follows:

(b)to hold the CONFIDENTIAL INFORMATION in confidence and use it only for the express purpose for which the CONFIDENTIAL INFORMATION was provided;

(c)to treat the CONFIDENTIAL INFORMATION in the same manner as if it were a party to the PURCHASE ORDER ; and

(d)not to consent to the disclosure of the CONFIDENTIAL INFORMATION except with the prior written consent of the other PARTY.

32.1 For the purpose of audit, SUPPLIER shall keep all documents, including but not limited to, any books, records, accounts, correspondence, instructions, specifications, plans, drawings, receipts, policies, procedures and memoranda of the SUPPLIER and any of its subcontractor or vendor (for the purpose of this Clause 32 “AUDITING”, hereinafter referred to “BOOKS AND RECORDS”) and shall preserved and make available such BOOKS AND RECORDS at any time for audit, without any additional compensation therefor for 5 (five) years from the expiration of the Warranty Period or the termination of the PURCHASE ORDER DOCUMENTS, whichever is the earliest. The COMPANY, PURCHASER and their authorized representatives, agents or auditors shall have the right to audit, during business hours and upon reasonable notice, all BOOKS AND RECORDS in order to:

(a)verify the accuracy of any reimbursable costs payable by the PURCHASER;

(b)verify the costs submitted by the SUPPLIER in relation to any adjustments the TOTAL PURCHASE ORDER AMOUNT;

(c) verify the SUPPLIER’s and any of its subcontractor’s or vendor’s the PURCHASE ORDER compliance with DOCUMENTS and APPLICABLE LAWS;

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(d)identify or investigate actual or suspected fraud, impropriety or accounting mistakes or any breach or threatened breach of security;

(e)identify or investigate any circumstances which may impact upon the financial stability of the SUPPLIER;

(f)verify the accuracy and completeness of any technical processes;

(g)review the SUPPLIER’s quality management systems; and

(h)review the SUPPLIER’s compliance with the PURCHASER’s HSE REQUIREMENTS.

its authorized The COMPANY and PURCHASER and representatives, agents or auditors shall have the right to photocopy or otherwise reproduce, at their own cost, any such BOOKS AND RECORDS.

Article 32.2 is amended as follows:

Unless otherwise specified in the PURCHASE ORDER, all pertinent administrative BOOKS AND RECORDS such as invoices, tax receipts and VAT receipts shall be retained for 10 (ten) years after the DELIVERY DATE.

ARTICLE 41 EXPEDITING

Article 41.1 Replace the sub- article in its entirety with the text herein

SUPPLIER shall provide PURCHASER with Time/Material Schedule and Work Progress Monitoring within terms specified in PURCHASE ORDER DOCUMENTS and provide regular, accurate and complete information

regarding the progress and delivery status of the SUPPLY which shall include as a minimum the following information;

• Status of delivery of raw materials purchased or to

purchased

be its sub- by SUPPLIER suppliers(including submission of un-priced copies of SUPPLIER’s purchase orders on each sub-vendor); • Progress of engineering work, including, but not limited to, an estimated percentage of completed engineering work;

from

• Progress of manufacturing work including, but not limited to, details of the completed and uncompleted manufacturing work as well as an estimated percentage of completed manufacturing work; and

• Updated manufacturing schedule.

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Article 41.2 Replace the sub- article in its entirety with the text herein

PURCHASER shall be entitled to verify the progress of the supply at frequent intervals so as to ensure that SUPPLIER is performing the SUPPLY in accordance with the PURCHASE ORDER DOCUEMENTS.

representatives,

All aspects, section and phases of the supply chain, including the portion of SUPPLIER’s sub-contractors or sub-supplier, shall be under SUPPLIER control and responsibility. including COMPANY PURCHASER’s representatives if any, shall have during the working hours free access to any premises or facilities of SUPPLIER, or its sub-suppliers, or sub-contractor to directly verify any of the information pertaining to the supply chain and SUPPLIER shall provide all the relevant information to allow the verification of the progress of the supply. Any verification and or inspection performed by PURCHASER shall in no way relieve SUPPLIER of its responsibilities and obligations under the PURCHASE ORDER DOCUMENTS.

Article 41.26 (New)

UAE IMPORT AND CUSTOMS LAWS & REGULATIONS

In connection with the performance of this PURCHASE ORDER, SUPPLIER acknowledges that the Import and Customs laws and regulations of UAE shall apply to the furnishings and shipments of SUPPLY, or components thereof, to the UAE.

SUPPLIER specifically understands and acknowledges that the aforementioned Import and Customs laws and regulations of the UAE prohibit the importation into the UAE of certain products or components. SUPPLIER shall comply with all such stipulations of the Laws of UAE.

PURCHASER at its own discretion, reserves its right to make the final, unilateral and specific selection of any proposed carriers, insurers, suppliers of services to be performed within the UAE or of specific goods to be furnished in accordance with the terms and conditions of this ORDER.

Article 41.27 (New)

MATERIAL TO BE IMPORTED THROUGH AIRPORT AND SEAPORT OF ABU DHABI

Unless otherwise specified in the PURCHASE ORDER DOCUMENTS or agreed in writing by the PURCHASER, SUPPLIER shall, in executing its obligations under the PURCHASE ORDER, use Mina Zayed in Abu Dhabi City and Abu Dhabi International Airport for the import of all GOODS, materials, equipment, machines, accessories, spare parts

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and tools as well as construction special tools and erection equipment and any other incidental items to be delivered to the DELIVERY POINT. SUPPLIER shall use the local means of transport available in the Emirate of Abu Dhabi.

When using the seaport and/or airport abovementioned, SUPPLIER shall not be liable for the payment of any customs duty levied by the Government of the Emirate of Abu Dhabi on the import of GOODS (excluding PURCHASER’s and/or SUPPLIER’s construction plant, equipment and consumables) required for and to be incorporated in the facilities (including tie-ins).

The SUPPLIER will have to provide original of “NO OBJECTION LETTER” from its authorized agent in Abu Dhabi, and shall take all necessary measures to provide all required documents for importation of material and equipment.

Additionally, in order to benefit from this tax exemption, the SUPPLIER shall comply with the procedure to be provided by the PURCHASER for this purpose.

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