Attachment 10 to PO FORM

FORM OF ASSIGNMENT AND NOVATION AGREEMENT

[TO BE ADJUSTED WITH LOGICAL AMENDMENTS AS REQUIRED]

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Attachment 10 to PO FORM

FORM OF ASSIGNMENT AND NOVATION AGREEMENT

This Assignment and Novation Agreement (the “NOVATION AGREEMENT”) is made as of the [insert], by and among:

(1)

(2)

(3)

[PURCHASER], a corporation organized and existing under the laws of [Insert] and having its registered address at [Insert] (hereinafter referred to as “PURCHASER”);

[INSERT NAME OF SUPPLIER], a corporation organized and existing under the laws of [Insert] and having its registered address at [Insert] (hereinafter referred to as “SUPPLIER”); and

[INSERT NAME OF NOVATEE], a corporation organized and existing under the laws of [Insert] and having its registered address at [Insert] (hereinafter referred to as “NOVATEE”).

WHEREAS, PURCHASER and SUPPLIER are parties to [Insert Name of Purchase Order, etc.] having reference number Order No. [Insert] dated [Insert] (hereinafter referred to as the “NOVATED CONTRACT”) for the supply of equipment and/or materials as described in the NOVATED CONTRACT (hereinafter referred to as the “GOODS”) for the North Field South Project into which the GOODS are to be incorporated; and

WHEREAS, PURCHASER wishes to assign and novate to NOVATEE, all of PURCHASER’S rights and obligations under the NOVATED CONTRACT in accordance with the terms and conditions set forth in this NOVATION AGREEMENT.

NOW THEREFORE, the parties hereby agree as follows:

ARTICLE 1 - EFFECTIVE DATE OF ASSIGNMENT AND NOVATION

This NOVATION AGREEMENT shall be effective as of

(“EFFECTIVE DATE”).

ARTICLE 2 - TERMS OF ASSIGNMENT AND NOVATION

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Attachment 10 to PO FORM

2.1

2.2

2.3

2.4

2.5

As of the EFFECTIVE DATE and in accordance with the terms set forth in this NOVATION AGREEMENT, PURCHASER hereby assigns and novates to NOVATEE, and NOVATEE hereby accepts the assignment and novation to NOVATEE, of all of PURCHASER’S rights, privileges, responsibilities, liabilities and obligations under the NOVATED CONTRACT as if the NOVATEE had been the original party to the NOVATED CONTRACT from the effective date of the NOVATED CONTRACT.

Subject to Article 2.1, from the EFFECTIVE DATE, PURCHASER shall cease to be a party to the NOVATED CONTRACT and NOVATEE shall become a party to it in place of PURCHASER as if NOVATEE had been the original party to the NOVATED CONTRACT from the effective date of the NOVATED CONTRACT.

From the EFFECTIVE DATE, NOVATEE undertakes to PURCHASER and SUPPLIER to accept, observe, perform and discharge all the responsibilities, liabilities and obligations of PURCHASER under the NOVATED CONTRACT (howsoever arising and whether arising on, before or after the EFFECTIVE DATE) in place of PURCHASER.

Subject to Article 2.1, from the EFFECTIVE DATE, PURCHASER and SUPPLIER agree to the substitution of NOVATEE in the place of PURCHASER and that NOVATEE may exercise and enjoy all the rights and privileges of PURCHASER arising under the NOVATED CONTRACT (howsoever arising and whether arising before, on or after the EFFECTIVE DATE) in place of PURCHASER.

NOVATEE and SUPPLIER hereby release and discharge PURCHASER from any and all claims, demands, liabilities, responsibilities and obligations under the NOVATED CONTRACT (howsoever arising and whether arising on, before or after the EFFECTIVE DATE) except to the extent set out in Appendix 1.

ARTICLE 3 – REPRESENTATIONS

3.1

SUPPLIER represents that on and prior to the EFFECTIVE DATE:

(a)

(b)

it has fully performed all of its obligations and responsibilities under the NOVATED CONTRACT, without delay or breach thereof; and

there are no outstanding, unsatisfied claims, demands, costs, expenses or liabilities in respect of the NOVATED CONTRACT (except as may be set out in Appendix 1);

3.2

NOVATEE represents that on and prior to the EFFECTIVE DATE:

(a)

it has carefully examined the NOVATED CONTRACT (including all exhibits and appendices and all documents formally supplied by PURCHASER to NOVATEE relating thereto);

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Attachment 10 to PO FORM

(b)

(c)

it has obtained therefrom a full understanding and knowledge of the nature, quality and scope of supply of the GOODS and of all rights, privileges, responsibilities, liabilities and obligations of PURCHASER under the NOVATED CONTRACT assumed by NOVATEE hereunder in all cases as expressly stated therein or as can be implied therefrom; and

it is fully satisfied as to, and accepts without reservation, the correctness, completeness and enforceability of the terms and conditions of the NOVATED CONTRACT as between the NOVATEE and the SUPPLIER arising from the assignment and novation hereunder.

ARTICLE 4 - REMUNERATION

4.1

4.2

NOVATEE therefore waives and renounces any and all claims (either actual or contingent, now or in the future) against PURCHASER arising out of or in connection with this NOVATION AGREEMENT.

SUPPLIER hereby confirms that any and all direct and indirect costs and expenses, including contingencies as a result of this NOVATION AGREEMENT were evaluated, taken into account and included in the Contract Price (or other similar term as defined in the NOVATED CONTRACT) and any other amounts payable to SUPPLIER under the NOVATED CONTRACT. SUPPLIER therefore waives and renounces any and all claims (either actual or contingent, now or in the future) arising out of or in connection with this NOVATION AGREEMENT.

4.3

The invoicing status and the status of each and every claim, demand, cost, expense or liability outstanding and unsatisfied on the EFFECTIVE DATE, including any of the foregoing as they may relate to a Change Order under the NOVATED CONTRACT, are set forth in Appendix 1.

ARTICLE 5 - FORMALITIES

5.1

5.2

NOVATEE shall be responsible for effecting all formalities relating to this NOVATION AGREEMENT including, but not limited to, giving such notices of this assignment to such persons and authorities as may be necessary.

Shortly after the execution of this NOVATION AGREEMENT by the parties, NOVATEE will send a notice to SUPPLIER with its contact details in order to update the notices clause of the NOVATED AGREEMENT.

ARTICLE 6 - NO RELEASE OR WAIVER

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Attachment 10 to PO FORM

Nothing contained in this NOVATION AGREEMENT or in the NOVATED CONTRACT shall be construed as a release or waiver by PURCHASER of NOVATEE’S or SUPPLIER’s responsibilities, liabilities or obligations under the AGREEMENT or the NOVATED CONTRACT. PURCHASER and NOVATEE agree that the foregoing is without prejudice to NOVATEE’S rights contained in the AGREEMENT. Save to the extent assigned and novated in accordance with this NOVATION AGREEMENT, the NOVATED CONTRACT shall remain in full force and effect.

ARTICLE 7 - GOVERNING LAW

[Article [●] (Governing Law and Jurisdiction) and Article [●] (Dispute Resolution)] of the NOVATED CONTRACT shall apply mutatis mutandis to this NOVATION AGREEMENT as if set out in full herein.

ARTICLE 8 - ENTIRE AGREEMENT

This NOVATION AGREEMENT, together with the NOVATED CONTRACT, represents the entire agreement among the parties with respect to the subject matter hereunder and supersedes all prior representations, arrangements, understandings of agreements (whether oral or written) in respect thereof.

ARTICLE 9 - PERFORMANCE BANK GUARANTEE AND PARENT COMPANY GUARANTEE

Pursuant to the requirements for the provision of securities by SUPPLIER under the NOVATED CONTRACT, SUPPLIER shall replace the performance bank guarantee and parent company guarantee within fifteen (15) days from the EFFECTIVE DATE with a new bank guarantee and parent company guarantee in the name of the NOVATEE.

ARTICLE 10 – EXECUTION BY DOCUSIGN CLOUD

The parties shall be entitled to execute this NOVATION AGREEMENT by using DocuSign Cloud digital signature. Such digital signature shall be binding and shall have the same legal force and effect as a handwritten signature. A digitally signed copy of this NOVATION AGREEMENT transmitted by facsimile, e- mail or other means of electronic transmission shall be deemed to have the same legal effect as the delivery of an original executed copy of this NOVATION AGREEMENT.

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IN WITNESS WHEREOF, the parties have caused this NOVATION AGREEMENT to be executed by their duly authorized representatives on the date written below.

Attachment 10 to PO FORM

PURCHASER

SUPPLIER

By:

Name:

By: _______________

Name:

Title: ___________________________ Title:

NOVATEE

By:

Name:

Title:

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Attachment 10 to PO FORM

Preamble

APPENDIX 1

PURCHASER, SUPPLIER, and NOVATEE hereby agree that the status of invoices, any claims, demands, costs, expenses, liabilities and Change Orders agreed, outstanding or not yet finalized on the EFFECTIVE DATE related to the NOVATED CONTRACT are set forth in this APPENDIX 1.

This APPENDIX 1 duly records all technical and commercial matters being assigned and novated that have occurred or could have occurred from the EFFECTIVE DATE of the NOVATED CONTRACT.

Copies of the documents listed in this APPENDIX 1 have been formally supplied by PURCHASER to the NOVATEE in accordance with the provisions of Article 3.2(a) of this NOVATION AGREEMENT.

1

COMMERCIAL Documents

Copies of all Commercial documents are provided under this Appendix 1 – Section 1.

1.1

TOTAL AMOUNT OF THE NOVATED CONTRACT Price:

No

1

2

3

Description

Total (USD)

Total (EURO)

Total (JPY)

Contract Price at the PO Effective Date

APPROVED CHANGE ORDERS

TOTAL AMOUNT OF THE NOVATED CONTRACT Price

Total Price of NOVATED CONTRACT is as set forth above.

1.2 PAYMENT OBLIGATIONS TRANSFERRED TO NOVATEE AT NOVATION AGREEMENT

EFFECTIVE DATE:

No

1

2

3

Description

Total (USD)

TOTAL AMOUNT OF THE NOVATED CONTRACT Price (as per 1.1)

Invoices Paid (as per 1.3.1)

Pending payments to be done by PURCHASER (as per 1.3.2)

PAYMENT OBLIGATIONS TRANSFERRED TO NOVATEE AT NOVATION AGREEMENT EFFECTIVE DATE:

1.3.

Payments Made Prior to EFFECTIVE DATE of this NOVATION AGREEMENT:

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1.3.1 Invoices Paid by PURCHASER prior to NOVATION AGREEMENT EFFECTIVE DATE:

Description

Invoice No

Received on

Payment due

Paid on

Amount (USD)

Attachment 10 to PO FORM

1.3.2.

Invoices Pending Payment at NOVATION AGREEMENT EFFECTIVE DATE:

Invoice Number

Invoice Date

Due Date

Description

Amount Due

Total Payments:

The Pending invoices received by PURCHASER before the NOVATION AGREEMENT EFFECTIVE DATE will be paid by PURCHASER. NOVATEE will pay the invoices received from the NOVATION AGREEMENT EFFECTIVE DATE.

1.3.3 Milestone Certificates:

No Date

Description

Milestone Achieved

1.4 Change Orders

1.4.1 Approved Change Orders: Description

No

PURCHASER Approved Date

Price (USD)

Total

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1.4.2 Pending Change Orders Requests:

No

Description

Submitted Date

Price (USD)

Attachment 10 to PO FORM

1.4.3 Rejected Change Orders Requests:

No

Description

Submitted Date

Price (USD)

Total

Total

Amendments

No

Description

Effective Date

Price (USD)

0

1.6 Guarantees / Bonds

No

Date

Reference No.

Expiry Date

Value (USD)

1

2

1.7. Claims

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Novated Contract attached herewith.

Attachment 1 – NOVATED CONTRACT

Attachment 10 to PO FORM

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Attachment 10 to PO FORM

Copies of all supporting documents listed in this Section 1 as of the EFFECTIVE DATE are attached.

Appendix 1 – Section 1 - Commercial

1.3 Payments

1.3.1 Invoices paid

1.3.2 Invoices Pending Payment

1.3.3 Milestone Certificates

1.4 Change Orders

1.4.1 Approved Change orders

1.4.2 Pending Change Orders Requests

1.4.2 Rejected Change Orders Requests

1.5 Amendments

1.6 Guarantees / Bonds

1.7 Claims

2. 0 Correspondence

2.1 PURCHASER Issued Correspondence

2.2

SUPPLIER Issued Correspondence

2.3 PMC Correspondence – Outgoing

2.4 PMC Correspondence – Incoming

2.5 PURCHASER and PMC Correspondence – Internal Outgoing

2.6 PURCHASER and PMC Correspondence – Internal Incoming

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Attachment 10 to PO FORM

Copies of all technical documents listed in this Section 2 as [date] are attached

Appendix 1 – Section 2 – Technical

3.0

Technical

3.1

3.2

Register Of Inspection Reports

Register of Minutes Of Meetings

3.2.1 Weekly MOM

3.2.2 Monthly MOM

3.2.3

Record of Conversation (RoC)

3.2.4

Other MOM (KOM, PIM, etc)

Non-Conformance Reports

Register of Progress Reports

3.4.1 Weekly

3.4.2 Monthly

Register Of Specification Deviation Requests

Register Of Deliverables

3.6.1

Engineering Documents

3.6.2

Vendor Print Documents

Register Of Technical Queries

Tripartite Meeting MOM (when applicable)

Agreed clarifications between PURCHASER and SUPPLIER (when applicable)

3.3

3.4

3.5

3.6

3.7

3.8

3.9

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Project: Q-32859 - NMDC - Ruwais Folder: PO_TEMPLATE_Ruwais_rev._10