1dredging ITTx

CONFIDENTIAL
INVITATION TO
TENDER (ITT)
for a
CONTRACT
for
PROVISION OF DREDGING SERVICES IN THE

NIGER DELTA
[INSERT NAME OF TENDERER]
Tender No. NG01021097
TENDERTITLE:THEPROVISIONOFDREDGINGSERVICESINTHENIGERDELTA
TENDERNUMBER:NG01021097 1 of 2
CONFIDENTIAL
INVITATION TO TENDER
INDEX
PART I INVITATION TO TENDER

A Invitation Letter
B Form of Acknowledgement
C Tender instructions
PART II CONDITIONS OF TENDER

1. Conditions Relating To Tender
2. Companys Rights
3. Confidentiality, Clarification, Equality of Information and
Addenda
4. Privacy of Personal Information
5. General Business Principles
6. Communications with Government Agencies
PART III PROFORMAS FOR THE TENDER

Form of Tender
Appendices to the Form of Tender comprising:
Appendix A Schedule of Prices for inclusion in the Contract
Appendix B Information requested by the Company for
inclusion in the Contract
Appendix C Qualifications to the Form of Contract Documents
Appendix D Alternative Tenders
Appendix E Other Information Requested by the Company
PART IV FORM OF CONTRACT DOCUMENTS

PART V SCOPE OF GOODS/SERVICES
CONFIDENTIAL
PART I
INVITATION TO
TENDER
for a
CONTRACT
for

NIGER DELTA
TENDER NO. NG01021097
CONFIDENTIAL
A. INVITATION LETTER
[INSERT RECIPIENTS COMPANY NAME AND ADDRESS]
Dear [INSERT NAME OF RECIPIENTS NOMINATED LEAD]
INVITATION LETTER FOR THE PROVISION OF DREDGING SERVICES

IN THE NIGER DELTA
The Shell Petroleum Development Company of Nigeria Limited (Shell or

Company) invites you to submit a Tender for the supply of CALL-OFF
RATES FOR THE PROVISION OF DREDGING SERVICES IN THE NIGER
DELTA , more particularly set out in Part V of this Invitation to Tender
(Scope) in accordance with the sections and terms of the Invitation to
Tender (ITT) attached.
Enclosed is the ITT, comprising the following sections:
This Invitation Letter ITT is not an offer to contract and is subject to the
Key Terms and Conditions in the ITT pack and the Confidentiality
Agreement you have signed. Any costs incurred in the preparation,
presentation, demonstration or any other aspect in the process of
submission of your Tender to this ITT, evaluation, and contract
negotiation is the responsibility of the Tenderer.
Shell reserves the right to reject any and all Tenders received. The
Tender submitted shall be firm and Shell shall have the right to accept
CONFIDENTIAL
any Tender at any time before the expiry of 180 calendar days from the
Tender Deadline.
Any questions concerning this Invitation Letter must be directed to the

following contacts only:
Okechukwu.Nweze@shell.com
e-mail: UIG-SPDC-ONP-DCC@shell.com
Please note that contacting any person within Shell other than the above
may jeopardise our consideration of your Tender.
You are required to submit your Tender no later than 06th March 2017
(Tender Deadline). Late bids will not be admitted.
An information session will be organised at [INSERT TIME] on [INSERT

DATE] at [INSERT LOCATION] to outline its approach to this
procurement exercise and provide Tenderers with an opportunity to ask
questions in open forum about the procurement process, the
requirements and the ITT.
Please read the Tender Instructions in the ITT pack carefully since failure
to comply with the procedures contained therein may invalidate your
Tender.
You are required to submit your Form of Acknowledgement no later than

[INSERT DEADLINE DATE for Form of Acknowledgement].
We look forward to receiving your Tender.
Yours truly
CONFIDENTIAL
B. FORM OF ACKNOWLEDGEMENT
TO BE COMPLETED ON THE TENDERERS COMPANY LETTERHEAD AND RETURNED WITHIN SEVEN (7)
CALENDAR DAYS OF THE RECEIPT OF THE ITT PACKAGE.
THE TENDERER MAY E-MAIL A SIGNED AND SCANNED PORTABLE DOCUMENT COPY (PDF) OF THE
FORM OF ACKNOWLEDGMENT TO E-MAIL ADDRESS: UIG-SPDC-ONP-DCC@shell.com
To: The Shell Petroleum Development Company of Nigeria Limited, P.O

Box 263 Port-Harcourt Nigeria
For the attention of: Mrs Chioma Okpoechi
Dear Sir or Madam,
PROVISION OF DREDGING SERVICES IN THE NIGER DELTA
1. We acknowledge receipt of your ITT documents for the above and we

agree to maintain confidentiality in regard to this Invitation to Tender
and contents thereof in accordance with the signed Confidentiality
Agreement.
2. * We acknowledge having received all the documents listed in the ITT

Index without damage and in useable condition.
Or:
* The following listed documents were not received/are damaged and
unusable.
3. * We intend to submit a bona fide Tender in accordance with the

specified requirements by the Tender Deadline stated in your
Invitation Letter. We confirm our adherence to the highest standards
of business ethics and, in particular, we have established procedures
to prevent any of our officers, employees, or agents from making,
receiving, providing or offering gifts, entertainment, payment, loans,
or other considerations which may influence individuals.
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Furthermore, we confirm that all of our employees, officers or agents

shall adhere to the Companys safety regulations when visiting any of
the Companys locations or those of its Affiliates.
Or:
* We do not wish to tender and therefore return all the ITT documents
with this letter.
4. * As of this date, we have no requirements to seek clarification of

these ITT documents. We will request clarification as soon as the need
arises.
Or:
* We require clarification of the following:
5. We request that you send all future communications in respect of this

Invitation to Tender to:
Company
Name:
Mailing
Address:
Courier
Address:
Telephone
Number:
Fax Number:
E-Mail Address:
Contact Person:
Position:
Yours faithfully,
Signed:...........................................................................................................
Name (in block capitals): ..............................................................................
CONFIDENTIAL
Title: ..............................................................................................................
For and on behalf of: ....................................................................................

(Name of Company or Organisation)
* Delete as applicable
CONFIDENTIAL
C. TENDER INSTRUCTIONS
PLEASE READ THE ITT INSTRUCTIONS IN THIS PART I-C OF THE INVITATION TO TENDER CAREFULLY
SINCE FAILURE TO COMPLY WITH THE PROCEDURES CONTAINED THEREIN MAY INVALIDATE YOUR
RESPONSE.
1 INTRODUCTION
1.1 Particular Features of the Scope
The successful Tenderer will be totally responsible for the delivery of

goods and performance of services described in this ITT as set out in Part
V herein (Scope). Company will monitor and appraise the successful
Tenderers performance against the requirements of the contract and the
successful Tenderer will be required to provide access to and supply all
information necessary to allow Company to monitor and appraise the
progress of the work.
2. GENERAL REQUIREMENTS
2.1 Return if not Tendering
If, after acknowledging receipt of this package, the Tenderer decides not
to submit a Tender, the ITT package must be returned to the Company
immediately.
2.2 Enquiries and Explanations
(a) In the event that a Tenderer finds errors in, or omissions from, or
requires clarification of, any aspect of the tender Document, such
matters shall be immediately submitted in writing by e-mail to the
person named in the Invitation letter, who shall provide written
answers to all Tenderers without revealing the identity of the
Tenderer responsible for the original enquiry. However, any request
for clarification which is based on Tenderers own development of
innovative design/technical proposals shall be treated as proprietary
to that Tenderer and hence the Companys response to such shall not
be circulated to all other Tenderers. Tenderers are advised that any
requests for information must be received not later than seven (7)
working days prior to the Tender Deadline.
Any response by Company to a question from Tenderer shall be in the
form of a question and answer and shall, unless the answer to a
question gives the asker a significant commercial advantage, be
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distributed to all Tenderers. In no event shall the identity of the

original enquirer be revealed.
(b) Any circular letters containing addenda, explanations, or
supplementary information and the like, issued by the Company
during the tendering period prior to submission of Tenders, shall be
incorporated into any resulting contract without adjustment to the
submitted Tender.
(c) The information contained in the ITT shall be the basis for the Tender
and nothing shall be deemed to change or supplement this basis
except for revisions to the above documents issued to the Tenderer by
the Company.
2.3 Communications with Others
During the Tender period, all communications in respect of this ITT must
be referred to the person named in Part I. A Invitation Letter, and on no
account is the Tenderer to contact or communicate with any other person
who has been engaged in work leading up to the ITT (such as the design
and specification of the work) or in the preparation of the ITT during the
Tendering period.
2.4 Modification by the Company
Any addition or modification to the ITT shall be issued at least seven (7)
days before the Tender Deadline and shall be issued as an addendum
(Addendum) to, and shall be deemed to constitute part of, the ITT. If
necessary, the Company may at its sole discretion revise the Tender
Deadline in order to comply with this requirement. Except under
exceptional circumstances no extension of time and date by which the
Tender must be submitted will be granted. However, the Company
reserve the right to extend the period allowed for submission of the
Tender at its sole discretion.
2.5 Ownership
All copies of this ITT supplied by the Company are on loan to the
Tenderer and shall at all times remain the property of the Company and
must be returned to the Company within five (5) days of the Tenderer
receiving either notification that the Tenderer has been unsuccessful or a
written request from the Company for the return or destruction of the
documents.
CONFIDENTIAL
2.6 Independent Tender
By submission of a Tender, the Tenderer warrants that:

(a) The prices in the Tender have been arrived at independently, without
consultation, communication, agreement or understanding for the
purpose of restricting competition, as to any matter relating to such
prices, with any other Tenderer or with any competitor.
(b) Unless otherwise required by law, the prices which have been quoted
in the Tender have not knowingly been disclosed by the Tenderer,
directly or indirectly, to any other Tenderer or competitor, nor will
they be so disclosed.
(c) No attempt has been made or will be made by the Tenderer to induce
any other person or firm to submit or not to submit a Tender for the
purpose of restricting competition.
2.7 Sufficiency of Tender
The submission of a Tender is deemed to indicate that Tenderers have

satisfied themselves, either independently or by proper consultation with
Company in accordance with Part I Invitation to Tender, as to the
extent and nature of the Scope which is the subject of the Tender and all
requirements contained in this Invitation to Tender, and that there is
sufficient information to permit proper assessment of risks and
contingencies and all other circumstances which could otherwise affect a
Tender.
3. PREPARATION OF TENDER
3.1 Language of the Tender
The Tender and its accompanying documents shall be submitted entirely

in the English language.
3.2 Currency of the Tender
All rates and prices shall be submitted in accordance with the following
provisions.
(a) Currency(ies) used in the Tender shall be Nigerian Naria and United
States Dollars in a 20% of any rates requiring dollar and shall reflect
the currency(ies) in which Tenderer will actually incur expenditure.
CONFIDENTIAL
For the sole purpose of evaluation and comparison of Tenders, Tender

prices shall be converted into [US Dollars] at the current exchange
rates at the time of evaluation. In any event, Company will use the
same exchange rate(s) for all Tenderers when comparing the Tenders.
(b) The Tenderer may, in Part III, Appendix D, Alternative Tenders, submit
an alternative tender in a currency or currencies of its choice, for the
Companys consideration. All rates and prices shall be fixed and not
subject to adjustment in respect of currency exchange rate fluctuation
for the duration of the resulting Contract.
3.3 Validity Period
All details of the Tender, including prices and rates, are to remain valid
for acceptance for the period stated in the Form of Tender or any revision
to such date.
3.4 Signature of Tender
(a) The Tender shall give the full legal name and registered office of the
Tenderer and, if a corporation, the place of incorporation. The Tender
shall be signed with the usual signature of the person or persons
authorised to legally bind the Tenderer, and shall be dated.
(b) Unless the Tender is submitted by some other form of association, if
the Tenderer proposes to associate with an affiliated or non-affiliated
company for engineering, installation, fabrication or other major
work, such other Company shall be relegated to a subtenderer role
and shall not be a party to the proposed contract. Note that the
contract requires the Tenderer to accept full and exclusive
responsibility for accomplishing all of the Scope, including any work
by other companies.
A Tender by a joint venture must state the full names of all
participants and shall be signed either by:
(i) an authorised representative with satisfactory evidence of the
authority of the person signing on behalf of the joint venture or;
(ii) the signature by all joint venture/consortium members so that
each member is legally bound, the name of each authorised
signatory being clearly printed under the respective signatures.
Any joint venture arrangement must include an assurance, signed
by all members of the joint venture, that all members will accept
CONFIDENTIAL
joint and several liability for the performance of the Contract and
of all the Tenderers liabilities thereunder.
(d) The name and position of each person signing must also be typed or
printed below the signature.
3.5 Contents of the Tender
(a) The Tender must follow the order and form provided in Part III of the
ITT. Any deviation from this format which is for inclusion in the
Contract must be in a format which can be inserted in the Contract
Documents, should your Tender be accepted, with the minimum of
administration. All submitted documents are to be initialled on each
page.
(b) The Tender shall include and consist of the following documents in
Part III
Form of Tender (offer letter)
Appendix A: Schedule of Prices for inclusion in the Contract
Appendix B: Information requested by Company for inclusion in the
Contract
Appendix C: Qualifications to the Form of Contract Documents
Appendix D: Alternative Tenders
Appendix E: Any other information requested by Company (Information
may not be included in the Contract)
3.6 The Form of Tender
The Form of Tender shall be completed by the Tenderer and shall

constitute an offer by the Tenderer that the Tenderer is prepared to enter
into a contract as the Contractor with Company under the terms and
conditions of the documents comprised in Part IV of this ITT together
with the relevant Appendices (the Contract Documents).
3.7 Appendix A: Schedule of Prices for Inclusion in the

Contract
This Appendix forms part of the offer made by the Tenderer in the Form
of Tender. The Tenderer must enter its rates, prices and other information
CONFIDENTIAL
onto tables provided. The Tenderer MAY NOT alter the text or layout of
the tables in any manner whatsoever.
The Tenderer shall not include Value Added Tax in any prices/rates.
3.8 Appendix B: Information requested by Company for

inclusion in the Contract
This Appendix forms part of the offer made by the Tenderer in the Form
of Tender and will be included, if the Tenderer is successful, in the final
Contract Documents.
3.9 Appendix C: Qualifications
The offer made by the Tenderer in the Form of Tender is intended to be

made strictly in accordance with the terms and conditions of the Contract
Documents. If Tenderer objects to any term or condition in the Form of
Contract Documents, Tenderer must clearly set out those terms and
conditions to which it objects, and propose alternative terms and
conditions in place thereof. These should be presented in the
Qualifications to the Form of Contract Documents as set out in Appendix
C. A mark-up of the Form of Contract Documents is NOT acceptable at
this stage. This list together with Tenderers commercial proposal will be
used to assess the competitiveness of Tenderers bid. It is not Companys
intention to use any form of contract or general terms and conditions
proposed by Tenderer and the submission of an alternate form of contract
or general terms and conditions shall not satisfy the requirement to
propose alternative terms and conditions as specified above.
Qualifications may only be made in relation to requirements of Company
which the Tenderer feels unable to comply with at any price. If the
Tenderer wishes to make any qualifications this must be done by putting
full details of each qualification in Appendix C Qualifications, stating the
reason for the qualification.
If the Tender is qualified, the rates and prices in Appendix A to the Form
of Tender are to be calculated and presented on the assumption that
Company will accept all the qualifications.
Company reserves the right to disregard or reject the Tender if it is
qualified.
3.10 Appendix D: Alternative Tender
CONFIDENTIAL
If Tenderer feels it would be advantageous or more cost effective to

Tenderer or Company, or both, to deviate from the requirements set forth
in this ITT, Tenderer may present such deviations as an Alternative
Tender, marked as such, and presented with Tenderers principal Tender.
The Tenderer is encouraged to develop and propose alternatives to the
Scope that do not challenge the broad concepts contained in it and that
will reduce the contract price or improve the schedule or operating
economy with no sacrifice in quality. Any Alternate Tender shall describe
the nature and extent of the Tenderers proposed deviations and the
resultant effect on the prices, schedules, commercial terms and other
aspects of Tenderers principal Tender.
Notwithstanding the foregoing, Companys consideration of any
Alternative Tender is conditional upon Tenderers submission of a
principal Tender in accordance with the terms of this ITT.
3.11 Appendix E: Other information requested by Company
The information required in Appendix E is for the purpose of confirming

the Tenderers suitability. This may or may not be included as part of the
Contract.
4. DELIVERY OF TENDER
4.1 Delivery
(a) Tenders shall be submitted in the NipeX portal, as follows:

Tender Title: PROVISION OF DREDGING SERVICES IN THE NIGER
DELTA WORKS IN SPDC
Tender No.: NG01021097
(b)Where requests are made for submission of documents outside of the
NipeX portal then, the fastest mail should be used and the Tenderer
should inform the addressee by email immediately that their Tender
has been despatched, but the Tenderer shall remain responsible for
ensuring prompt delivery of the Tender. If a messenger is used a
suitable receipt shall be obtained by the messenger from the
Companys focal point for the Tender.
4.2 Modifications to the Tender
CONFIDENTIAL
Tenderer may modify or withdraw its Tender through written notice at

any time between receipt of the ITT and the Tender Deadline. Following
withdrawal of its Tender, Tenderer may submit a new Tender, provided it
is submitted prior to the Tender Deadline.
5. TREATMENT OF TENDER
5.1 Tender not Returned
No part of the Tender submitted will be returned to the Tenderer.
5.2 Results of Tendering
When the decision on the results of the ITT has been taken, the Tenderer
will be informed in writing whether the Tender has been successful. No
other information shall be given on the progress of the Tender evaluation.
6. FURTHER INFORMATION ABOUT TENDERER OR

TENDER
6.1 Further Information
The Company reserves the right to request any further information it may
deem necessary to evaluate the Tender, which shall include, but not be
limited to, a breakdown of or supplement to any unit rates, prices or
percentages tendered and additional information necessary for the
appraisal of the Tender.
6.2 Visits
Where necessary the Company may visit the Tenderer for the purpose of
obtaining further information or require the Tenderer to visit the
Companys offices or worksites.
6.3 Tenderers Prequalification
If this ITT has been provided to the Tenderer prior to successful

prequalification in Shells SQS or other supplier qualification system, the
Tenderer remains obligated to complete that process in parallel with the
Tender process, in order to be eligible for contract award. Company
reserves the right not to award the contract to any Tenderer that has not
been qualified according to Shells prequalification requirements.
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6.4 TENDERERs Status
The Tenderer shall not at any stage of the tendering process, substitute in
its place the name of any other company (the Substituted Company) for
any reason without the prior written consent of the Company. Company
will have the right to request for any additional information from the
Substituted Company and the Tenderer before granting approval to the
Subsituted Company to submit a tender in place of the Tenderer.
Any tender by the Substituted Company shall be governed by this ITT and
shall only be considered upon fulfilment of the conditions of this ITT.
Upon the consent of the Company to consider a tender from the

Substituted Company, the Tenderer shall no longer be entitled to submit a
tender to the Company. If the Tenderer submits a tender after notifying
the Company of the Subsituted Company, the Company may reject or
disregard such Tender.
6.5 Tenderers Credentials
Company will require as part of the evaluation of the Tender, prior to

award of a contract, satisfactory evidence of the Tenderers credit
worthiness, financial soundness and financial capacity to perform the
work. In this connection the Tenderer will be required to furnish a copy of
its latest audited accounts, details of similar contracts successfully
completed, a bankers reference, details of existing third party loans or
guarantees (if any) and similar relevant information.
6.6 Parent Company Guarantee
A Tenderer which stands in a subsidiary relationship to any other

organisation or organisations will be required, as a condition of the award
of any contract, to provide financial information as described above in
respect of, and a guarantee as detailed in Annex 2 of the Form of Tender
in Part III by any such organisations of the performance and financial
obligations to be assumed by the Tenderer under the contract.
6.7 Win-Win Discussions
Company expects, after tenders have been received and evaluated, to

explore with short-listed Tenderers means by which mutual savings and
CONFIDENTIAL
commensurate benefits may be achieved. This process will be conducted

before award of contact.
6.8 LOCAL CONTENT PLAN
The Local Content Plan should be included in Tender where the work to
be performed or goods to be supplied are located on local traditional
lands or local privately owned lands. Guidelines for this are attached as
Schedule 1.
CONFIDENTIAL
SCHEDULE 1 LOCAL CONTENT PLAN (ITT

COMPONENTS)
1.0 Objective:
Each Tenderer preparing a Tender will be required to prepare a Local

Content Plan addressing:
(a) employment and training;
(b) business opportunities;
(c) management, monitoring and reporting; and
(d) implementation.
2.0 Employment and Training:
(a) Description of the types and estimated number of employment

positions available to local people;
(b) List the training programs and the processes that will be used to
deliver the identified training to interested local people to who qualify
for entry level through to advanced employment positions;
(c) Description of any other employment and training initiatives that
would be offered to the local people; and
(d) Description of employment positions and training that were
previously provided to local people.
3.0 Business Opportunities:
(a) List and describe the subcontracting, goods and services

opportunities for local businesses;
(b) Demonstrate how your organization will provide local businesses with
subcontracting opportunities, including strategies to enable local
businesses to access opportunities;
(c) Plan to enhance the business capacity of the local community in the
performance of the Scope, e.g. by transfer of technology, commercial
business and management skills; and
(d) Describe any business opportunities previously provided to local
businesses.
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4.0 Management, Monitoring and Reporting:
(a) Description of the policies, processes, personnel and experiences for

managing the local Content Plan, e.g. local and community liaison and
cultural awareness programs; and
(b) Describe how the training, education, employment and business
opportunity commitments, as well as, expenditure monitoring and
reporting requirements will be managed and demonstrated by your
organization. Who will be completing the reporting, what metrics will
be compiled, how will the data be gathered, how will the data be
reviewed and monitored to ensure compliance, accuracy,
completeness and confidentiality.
5.0 Implementation
The Local Content Plan, including all applicable elements listed above,
will be made part of the Contract with the successfulTenderer.
CONFIDENTIAL
PART II
CONDITIONS OF
TENDER
for a
CONTRACT
for

NIGER DELTA
Date: 07.06.2011
Version: 1.0
1 of 7
CONFIDENTIAL
DEFINITIONS
Words and terms in this Conditions of Tender (Conditions) shall have

the meaning assigned to them, if any, in the ITT and/or the Form of
Contract Documents included in the ITT. Additionally, in this Conditions:
Affiliate of Company means Royal Dutch Shell plc and any entity other
than Company which is at the time in question directly or indirectly
controlled by Royal Dutch Shell plc.
For the purpose of this definition an entity (i) directly controls another
entity if it owns fifty per cent (50%) or more of the voting rights attached
to the issued share capital of the other entity; and (ii) indirectly controls
another entity if a series of entities can be specified, beginning with the
first entity and ending with the other entity, so related that each entity of
the series (except the ultimate controlling entity) is directly controlled by
one or more of the entities earlier in the series.
1. CONDITIONS RELATING TO PROPOSAL
(a) By submitting a Tender to Company in response to this ITT:

(i) Tenderer accepts the terms and conditions set forth in this ITT,
agrees to perform the obligations of Tenderer set forth in this ITT,
and further agrees that no other terms and conditions contrary to
those contained herein shall apply to the submission by Tenderer
of a Tender or the decision by Company to accept or reject any or
all Tenders; and
(ii) COMPANY SHALL NOT BE DEEMED TO HAVE ACCEPTED ANY
PROPOSAL SUBMITTED BY TENDERER UNLESS AND UNTIL
TENDERER AND COMPANY HAVE BOTH DULY EXECUTED ONE
OR MORE FORMAL WRITTEN AGREEMENT(S) FOR THE SUPPLY
OF THE SCOPE AND THEN ONLY FOR SUCH SCOPE AND ON
SUCH TERMS AND CONDITIONS SET OUT IN THE EXECUTED
FORMAL AGREEMENT(S). ANY SUPPLY OF SCOPE BEFORE THE
SIGNING OF A FORMAL WRITTEN AGREEMENT SHALL BE
DEEMED TO BE IN ACCORDANCE WITH THE TERMS OF FORM
OF CONTRACT DOCUMENTS IN PART IV.
(b)Company shall not be responsible or liable for any costs incurred by

Tenderer arising from or in relation to the preparation or submission
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of a Tender, including, without limitation, costs and expenses of

attending meetings and worksite visits pertaining to this ITT.
(c) The acceptance of any Tender by Company is contingent upon

Companys sole determination that it is in the best interest of
Company to accept any such Tender, in whole or in part; provided that
Company may, without limiting the foregoing, consider any one or
more of the following in making its determination:
(i) commercial and technical basis of Tenderers Tender;
(ii) Tenderers willingness to accept the terms and conditions set out
in the Agreement without qualification;
(iii)Tenderers personnel, efficiency, and experience in performing
similar work;
(iv) Tenderers technical capability;
(v) Tenderers financial capability
(vi) Tenderers organization, structure, and proposed subtenderers;
(vii) Tenderers HSSE record and capabilities in light of
Companys HSSE rules; and
(viii) Tenderers environmental performance/sustainable
development capabilitiy.
(d) Company makes no representations, covenants, warranties or

guarantees, expressed or implied, other than those expressly set forth
herein. Any and all implied warranties are specifically excluded from
the terms hereof, including without limitation those based on custom,
usage or industry practices, and those concerning acceptance of the
lowest price Tenders. Tenderer acknowledges and agrees that
Company makes no representation or warranty as to the adequacy,
accuracy, or suitability for any purpose of any information supplied by
Company to Tenderer in connection with this ITT, and Company
including the Joint Venture Partners shall not be liable for any
liabilities, losses, costs, damages, expenses or third party claims
arising from or in relation to the use of the information by Tenderer
howsoever caused.
(e) COMPANY AND THE JOINT VENTURE PARTNERS SHALL IN NO

EVENT BE RESPONSIBLE OR HELD LIABLE FOR ANY LIABILITIES,
LOSSES, COSTS, DAMAGES, EXPENSES AND THIRD PARTY CLAIMS
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WHATSOEVER WHICH TENDERER MAY SUSTAIN, INCUR OR PAY,

OR WHICH MAY BE BROUGHT AGAINST TENDERER (INCLUDING,
WITHOUT LIMITATION, LIABILITY FOR PROPOSAL PREPARATION
COSTS, LOSS OF PROFITS, LOSS OF REVENUE, OR FOR ANY
INDIRECT OR CONSEQUENTIAL DAMAGES), HOWEVER THE SAME
MAY BE CAUSED ARISING FROM OR IN RELATION TO THE
SUBMISSION BY TENDERER OF THE PROPOSAL OR ANY ACT OR
OMISSION OF COMPANY IN RELATION TO THIS ITT, INCLUDING
WITHOUT LIMITATION, ANY DECISION BY COMPANY TO REJECT
ANY OR ALL PROPOSALS, ACCEPT A PROPOSAL (INCLUDING A
NON-COMPLIANT PROPOSAL) SUBMITTED BY ANOTHER
TENDERER OR A THIRD PARTY, OR PROCURE THE SUPPLY OF THE
SCOPE, IN WHOLE OR IN PART, FROM A THIRD PARTY, AND
TENDERER HEREBY RELEASES, INDEMNIFIES AND AGREES TO
HOLD COMPANY AND THE JOINT VENTURE PARTNERS HARMLESS
FROM ANY SUCH LIABILITIES, LOSSES, COSTS, DAMAGES,
EXPENSES AND THIRD PARTY CLAIMS.
(f) Tenderer acknowledges that the terms of the Confidentiality

Agreement entered into between Tenderer and Company shall apply
to this ITT and all documents and information provided by Company
to Tenderer hereunder. The Tenderer shall not disclose the ITT and
any correspondence to any sub-tenderers without the Companys
consent and provided that those sub-tenderers are bound by written
obligations no less stringent than those assumed under the
Confidentiality Agreement.
(g) Copies of the ITT may be reproduced by Tenderer only to the extent
required to allow Tenderer to respond to this ITT. All Tenders
submitted to Company will be retained by Company and will not be
returned to Tenderer.
(h) Tenderer shall not sub-contract any of its rights and/or obligations
under the Tender in whole or in part or otherwise involve a sub-
tenderer in any way without the prior written consent of Company.
(i) Tenderer shall not make any public announcements or news releases
pertaining to the acceptance by Company of Tenderers Tender
without the prior express written approval of Company.
CONFIDENTIAL
(j) Any conflict or inconsistency between any portion of, or any document
comprising, this ITT and the provision in this Part Conditions of
Tender shall be resolved in favour of the latter.
(k) Tenderers Tender must be signed by a duly authorized officer of

Tenderer. If requested by Company, Tenderer shall furnish to
Company satisfactory evidence of the authority of any signatory to
sign on behalf of Tenderer.
2. COMPANYS RIGHTS
(a) The lowest priced Tender will not necessarily be accepted by

Company. Company reserves the right to reject any and all Tenders,
irrespective of whether such Tenders are compliant with this ITT, and
shall not be obliged to accept any Tender regardless of it being the
lowest-cost compliant Tender.
(b) Company may procure the Scope in such manner as it may elect in its
sole discretion, and reserves the following rights, in its sole discretion
to:
(i) accept a non-compliant Tender notwithstanding any material or
immaterial, nonconformity, condition, defect, irregularity, error,
mistake or deficiency in respect of the Tender;
(ii) accept a Tender submitted after the Tender Deadline;
(iii)accept an Alternate Tender;
(iv) accept any Tender for the performance of all or any portion of the
Scope;
(v) enter into discussions or negotiations in respect of the Scope with
one or more Tenderers or third parties at any time;
(vi) enter into one or more agreements for the performance of the
Scope with one or more Tenderers or any third parties, upon the
same or different terms and conditions as set forth in this ITT;
(vii) accept Tenderers Tender subject to Tenderer entering into a
subcontract with another Tenderer or third party where Company
wishes to have a specific portion of the Scope performed by such
other Tenderer or third party under the supervision and control of
the first Tenderer;
CONFIDENTIAL
(viii) request any further information and/or discuss the terms of a

Tender submitted by any Tenderer with that Tenderer for the
purposes of clarification or appraisal of the Tender;
(ix) terminate this ITT at any time and without prior notice to Tenderer
and procure the Scope, or any portion of the Scope, from one or
more Tenderers or a third party of its choice and on terms and
conditions of its choosing; and
(x) make an award in respect of this ITT, or a portion or portions
thereof, to more than one Tenderer or to any third party.
(c) Company reserves the right, in its sole discretion, to reject, in whole
or in part, any Tender which does not comply with the requirements
set out in this ITT, and expressly reserves the right to reject any
Tender if in Companys sole determination:
(i) there is an obvious and demonstrable defect, error or mistake in
the Tender whether such defect, error or mistake is material or
immaterial;
(ii) the Tender is conditional, incomplete, irregular, unrealistic or
otherwise deficient;
(iii)Tenderer does not appear to have the capability to fully perform
the Scope under the terms of the Agreement;
(iv) Tenderers Tender may give rise to adverse cost consequences to
Company; or
(v) the Tender is not received at the address specified in the ITT by the
Tender Deadline.
(d) Company may extend the Tender Deadline at any time prior to such
Tender Deadline.
3. CONFIDENTIALITY, CLARIFICATION, EQUALITY OF

INFORMATION AND ADDENDA
(a) Company shall take reasonable steps to keep Tenderers Tender

confidential. Company may disclose any information received from
Tenderer to employees, agents and Tenderers of Company and
Affiliates of Company for internal business purposes.
CONFIDENTIAL
(b) Alternative Tenders will be considered confidential if marked as such,

provided that, where an Alternative Tender is not marked confidential,
Company shall be entitled to reissue an ITT based on the Tender
contained therein without the settlement of confidentiality provisions.
(c) Tenderer shall seek any clarification required by Tenderer in order to
complete the Tender. Any questions or requests for clarification or
information shall be submitted only by way of a written notice.
Company will not acknowledge or respond to any telephone or verbal
queries. Questions and requests for clarification or information will be
collated by Company and responses, may be e-mailed or faxed by
Company to all Tenderers at the same time, in the form of an
Addendum to the ITT.
(d) Company may, for any reason, whether at its own initiative or in
response to a clarification requested by any Tenderer, modify the ITT
by an addendum prior to the Tender Deadline. All Addenda to the ITT
will be numbered sequentially and Tenderer shall acknowledge
receipt of all such Addenda (i) by fax immediately upon receipt and (ii)
by formal acknowledgement in the Form of Tender. Each Addendum
will be issued to each Tenderer to whom the ITT have been issued. If
Tenderer has submitted its Tender to Company prior to the issuance of
an Addendum, Tenderer shall re-submit its Tender to Company based
upon the revised ITT.Company shall at its sole discretion disregard or
reject any Tender that does not conform with the requirements
stipulated in the Addendum
(e) Any question or request for clarification or information concerning
this ITT shall be submitted by Tenderer to Company by way of a
written notice no later than seven (7) business days before the Tender
Deadline.
4. PRIVACY OF PERSONAL INFORMATION
To ensure compliance with applicable privacy laws, Company has

developed policies and procedures to protect personal information
submitted in respect with contract tenders.
Personal information, including personnel resumes, submitted as part of a
proposal in response to this ITT may be distributed to individuals within
the Company organization to:
CONFIDENTIAL
(a) Evaluate Tenderers overall capabilities and capacity to perform the

Scope; and
(b) Evaluate competence of Tenderers proposed project leads.
It is a requirement of the ITT that Tenderers organization obtain, prior to
submission of its Tender, all consents as are necessary to fully comply
with applicable privacy laws.
5. GENERAL BUSINESS PRINCIPLES
Tenderer confirms having received a copy of the Companys Statement of

General Business Principles, (or alternatively, taken notice of the
Companys Statement of General Business Principles at
http://www.shell.com/sgbp). In all dealings pertaining to this ITT,
Tenderer shall conduct its activities in accordance with the principles
therein.
Tenderer agrees that in the event that it comes under investigation or is
found by any authority or body to be in breach of (i) applicable
competition laws; or (ii) anti-bribery and/or anti-solicitation laws or
principles, after it has been awarded the Contract by Company, the
Company reserves the right to withdraw the award and not proceed to
sign the Contract with Tenderer.
6. COMMUNICATIONS WITH GOVERNMENT AGENCIES
Tenderer must obtain the written agreement of Company prior to

entering into any negotiations related specifically to the subject matter of
this ITT with any governmental authority or agency to obtain concessions
or to develop acceptance of alterations or revisions to any law (national,
municipal, local or other) or any requirement, ordinance, rule or
regulation of any such authority or agency.
CONFIDENTIAL
PART III
PROFORMAS FOR THE
TENDER
for a
CONTRACT
for

NIGER DELTA
CONFIDENTIAL
CONTENT LIST
THE TENDERER SHALL BIND EACH VOLUME SEPARATELY GIVING

REFERENCE NUMBER FOR THE CONTENTS AND SHALL PRESENT
EACH VOLUME AS AN ORIGINAL AND [XX] COPIES AND PROVIDE A
CD-ROM VERSION.
DOCUMENT SUB-SECTIONS/ TENDER DOCUME
VOLUME
DOCUMENT NAME SECTION NT

DUE DATE REQUIRE
D?
1 Form of Tender a. Form of Tender 03/03/20 YES

b. Certificate of 17
Incorporation
/Memorandum &
Articles of
Association /Form
CO2/Form CO7,
Current DPR Permit,
Three-Years Tax
Certificate
c. Confirmation of
understanding of the
Shell General
Business Principles,
compliance with
Anti-Bribery and
Corruption
Provisions and
Ethical Status
2 Appendix A: A1: Schedule of Prices NO
Schedule of
A2: Invoicing and VOWD NO
Prices
profiles
3 Appendix B: B1: Scope/Technical NO
Information Specifications/Proposals
requested by
B2: Invoice Payment NO
Company for
details
inclusion in the
Contract B3: 03/03/201 YES
a. Tenderer 7
representative
4 Appendix C: Qualifications to the Optional
Qualifications Contract
5 Appendix D: Tenderers Alternative Optional
CONFIDENTIAL
Alternative Tenders
Tenders
6 Appendix E: E1: Insurances NO
Other Information
E2: 03/03/201 YES
requested by
a. Evidence of 7
Company
independent status or
legally binding Joint
Venture Partnership or
agreements with well-
defined financial or
operational roles
b. Management structure
with defined lines of
authority.
c. Qualifications and
numbers of top
Management staff and
organizational chart.
d. Qualifications/Experien
ce of key personnel.
CONFIDENTIAL
E3: Contract organisation 03/03/201 YES

and resources 7
a. Evidence of operating
experience in the area
of Work being tendered
and
understanding of
tender requirements
backed by Work
Execution Plan
b. Evidence of relevant
operating experience
in the Niger Delta
c. Evidence of technical
partnership with other
companies in the
requisite field of work,
where applicable.
d. Numbers, experience
and skills of proposed
personnel adequate to
support minimum work
requirements.
e. Work method
statement of the
proposed work with
Mobilisation plan,
facilities and
equipment clearly
described and detailed
and showing
opportunities and
critical success.
f. Evidence of availability
of required equipment
including routine
inspection and
maintenance
g. QA/QC Plan submitted
by Tenderer including
evidence of ISO
certification (where
available). Description
of audit programme
and evidence of
previous audits on
previous projects
including
procedure/systems
CONFIDENTIAL
E4: Parent Company 03/03/201 YES

Guarantee 7
E5:
a. Three (3) years 03/03/201 YES
audited accounts 7
prepared by a licensed
accountancy firm, with
at least one staff duly
certified as a
Chartered Accountant
with a public practice
license evidenced by
the presence of the
ICAN PPS stamp on
the certificate.
E5: 03/03/201
a. Contractor's responses 7
to capability
assessment YES
questionnaire and
supporting document
b. Contractor's
assessment of Contract
Specific HSSE risk in
work scope and risk
management plan.
c. Contractor's draft
Contract HSSE Plan on
the contract specific
HSSE requirements.
NIGERIAN CONTENT REQUIREMENTS
1. Demonstrate that entity is an indigenous Nigerian-registered

company having more than 51% Nigerian shareholding equity in the
legal registered entity of the Tenderer in Nigeria. Submit certified true
copies of CAC forms 10, 02 & 07 (or its equivalent; CAC 2.3, 2.4, 2.5,
etc.) and other evidence of entitys incorporation, shareholding &
ownership structure in Nigeria. Maximizing Nigerian Content is a key
contract priority, therefore Nigerian indigenous companies in alliance
CONFIDENTIAL
with multinational companies must submit a binding memorandum of

Agreement (MOA) of the alliance stating the under-listed:
i. Be governed by the laws of the Federal Government of Nigeria
ii. Ensure that the multinational company is duly registered in
Nigeria
iii. That the indigenous company will be the lead of the alliance
iv. Show scope of work each party will perform in executing the
work.
v. Signed and dated by the Managing Director of both parties.
vi. Show a schedule of the list of equipment and personnel that will
be supplied to execute work scope.
2. Tenderer shall provide evidence of registration on the NCDMB NOGIC
JQS.
3. Tenderer to provide verifiable evidence (purchase receipt, bill of sale,

etc.) of ownership of equipment in executing the work scope. Nigerian
indigenous company working in alliance with
International or multinational company must provide verifiable evidence

that a minimum of 50%
of the equipment to be deployed for execution of work shall be owned by

the Nigerian
subsidiary.
4. Tenderer to provide verifiable evidence of detailed location of in-

country facility of
warehouse, office, yard workshop, laboratory and camp (certificate of

ownership, lease
agreement, layout drawings and photographs) or a Binding Memorandum

of Agreement, duly
signed by the chief executive of both parties, supporting an alliance with

any existing in-country
facilities owner(s).
5. Provide details of project-specific training, man-hour budget, skill

development and
CONFIDENTIAL
technology transfer plan for Nigerian personnel according to work scope.

Include evidence of
past performance on training and development for Nigerians nationals.

Plan for sponsorship of
Nigerians to acquire competence and/or certification.
6. Submit Tenderer corporate organization and project/contact specific

organograme. The
project organogram should include, but not limited to names and

nationality of the personnel
that will execute the work scope and CVs of the following, site
supervisor/foreman,
Riggers/HSE officer, First Aider/site Nurse. CVs of all personnel listed in

the project
organogram should be submitted. i. for any position to be occupied by

expatriate personnel,
tenderer must commit to obtaining NCDMB approval of expatriate quota

prior to deploying
any expatriate to execute the work scope.
CONFIDENTIAL
FORM OF TENDER
for a
CONTRACT
for

NIGER DELTA
CONFIDENTIAL
FORM OF TENDER
CONTRACT FOR: PROVISION OF DREDGING SERVICES IN THE NIGER

DELTA
TENDER NUMBER: NG01021097
Date: 18 November 2017
Dear Sirs,
We have examined your Invitation to Tender package and the following

addenda:
[Please insert Addenda numbers]
Addendum Number:[X]
1. In accordance with the requirements of your ITT we hereby offer to

enter into a contract with: The Shell Petroleum Development
Company of Nigeria Limited (Shell) on the terms and conditions
set out in the Form of Contract Documents comprised Part IV of the
ITT subject only to the following alterations to those documents:
i. In Section III Schedule of Prices shall be inserted the completed
Schedule of Prices which is attached as Appendix A to this
letter.
ii. In the other Sections shall be included the information set out in
Appendix B Additional Information for Inclusion in the
Contract.
iii. Any qualifications set out in Appendix C Qualifications shall
apply although we understand that in the case of any such
qualifications you reserve the right to disregard this Tender.
[.....include reference to any other appendices]
2. You may consider also our alternative proposals set out in Appendix
D Alternatives. Each alternative may be considered together with
the stated effect on the other terms of our offer in paragraph l
above.]
CONFIDENTIAL
3. We also include in Appendix E the other information you requested

for this Tender.
4. We would be able to commence the work within [days]1 working days
of award of a contract and to complete the work on or before the
times stipulated in the Contract Documents.
5. We agree that this Tender constitutes a firm offer to Company which
cannot be withdrawn for Three Hundred and Sixty (360) calendar
days from and after the Tender Deadline or until a contract for the
Scope is executed by the undersigned and Company, whichever is
earlier.
6. We agree that Company is not obliged to review or accept any new
deviations to the provisions of the ITT, including without limitation,
Companys Form of Contract Documents in Part IV of the ITT, raised
by us after the submittal of this Tender.
7. We certify that we have examined and are fully familiar with all of
the provisions of the ITT and any Addenda thereto; that we have
carefully checked all of the words and figures shown in the pricing in
this Tender; that we have carefully reviewed the accuracy of all
statements in our Tender and attachments thereto; and that we have
by careful examination of the ITT and any Addenda thereto, satisfied
ourselves as to the requirements of the ITT and all other matters
which can in any way affect the supply of the Scope or the cost
thereof. We hereby agree that Company shall not be responsible for
any errors or omissions on our part in preparing this Tender.
8. We understand that you are not bound to accept the lowest or any
Tender you may receive nor are you obliged to assign a reason for
rejecting any Tender. We also understand that any costs incurred by
us in the course of preparation of this Tender are entirely for our
own account.
9. We accept that future unsolicited re-tenders of any kind will result in
our disqualification.
10. We confirm that all insurances necessary permits and licences
required by us under the proposed contract are currently in force or
shall be provided in sufficient time to permit commencement of the
contract in accordance with Shells requirements.
1
Tenderer to insert number of working days.
CONFIDENTIAL
11. We confirm that we are/are not2 a subsidiary of a Parent Company

and as such shall/shall not2 provide a Parent Company Guarantee in
accordance with the proforma Parent Company Guarantee attached
in Appendix B Other Information Requested by Company, to this
Form of Tender.
12. We certify that this is a bona-fide Tender, intended to be competitive,
and that we have not fixed or adjusted the amount of the Tender by
or under or in accordance with any agreement or arrangement with
any person not directly involved with its preparation. We further
certify that we have not, and shall not at any time before the time set
for lodgement of Tenders:
i. communicate to any person the amount of the proposed Tender
except in confidence for obtaining insurance premium quotations
in connection with the Tender;
ii. enter into any agreement or arrangement with any other person
that either we shall refrain from tendering or discuss the amount
of any Tender to be submitted;
iii. offer, pay or give or agree to pay or give any sum of money or
valuable consideration directly or indirectly to any person for
carrying out, or having carried out or causing or having caused to
be carried out in relation to this or any other Tender or proposed
tender for the Services, any act of the type described above.
In the above context the word person includes any person or any
body or association, corporate or otherwise. Any agreement or
arrangement includes any transaction, formal or informal whether
legally binding or not.
13. We agree that you have the right, at your sole discretion, and at any
time, to change the ITT, cancel, delay or otherwise not proceed to
award contract(s) based on this ITT.
14. We confirm having received a copy of the Companys Statement of
General Business Principles, (or alternatively, taken notice of the
Companys Statement of General Business Principles at
http://www.Company.com/sgbp). In all dealings pertaining to this ITT,
we have conducted and will continue to conduct our activities in
accordance with the principles therein. We further confirm that we
are not under any investigation and are not in breach of (i)
2
Tenderer to delete as appropriate.
CONFIDENTIAL
applicable competition laws; or (ii) anti-bribery and/or anti-

solicitation laws or principles
Dated this ........................... day of ................. 201x
Signed ...................................................................................................
Name (in block capitals) and title .........................................................
For and on behalf of ..............................................................................
...............................................................................................................
Business telephone No. .........................................................................
Email address: .......................................................................................
Facsimile Number: ................................................................................
APPENDIX A
SCHEDULE OF PRICES
for a
CONTRACT
for

NIGER DELTA
CONFIDENTIAL
CONFIDENTIAL
SCHEDULE OF PRICES
1. General
1.1. Definitions
Words and terms in this Schedule of Prices shall have the meaning
assigned to them, if any, in the ITT and/or the Form of Contract
Documents included in the ITT. Additionally, in this Schedule of Prices:
These definitions shall apply to this and all following Sections of the
Purchase Contract.
Contractor Facilities shall mean any of Contractors offices, bases,

yards, warehouses, workshops, laboratories, camps or other
installation or facility required to provide the Scope.
Rates shall mean the unit Rates, prices, sums and related percentages
stipulated in this Schedule of Prices.
1.2. Rates
1.2.1. The Rates shall be inclusive of all costs and expenses
incurred by Contractor in the execution of the Scope in
accordance with Purchase Contract. Such Rates shall
include, but not be limited to, the following:
(a) Direct and indirect labour, wages, overtime,
bonus, travel, transportation, importation,
exportation, messing/site office accomodation,
travelling, housing, training, holidays, pensions,
insurance, welfare, allowances, sick pay,
protective clothing, safety or personal protective
equipment, other payments, contributions, taxes,
levies or expenses payable in respect of labour as
applicable under and in accordance with law, as
well as safety, profit and overheads,
administration, agents fees, management,
telephone, fax, communication, supervision costs,
setting out costs, investigation, expenses,
overheads, control, protection, as built records
and information, financing costs and repairs.
(b) The preparation and implementation of
procedures, quality assurance and control
systems, safety and security systems as required
by the Purchase Contract.
CONFIDENTIAL
(c) The provision of a good housekeeping service for

maintaining the Contractors Worksites in a clean
& tidy condition at all times.
(d) All costs, irrespective of their nature, necessary
for the Contractors interface with Company,
Subcontractors, other contractors, municipalities,
government agencies, third parties, etc. whilst
undertaking the Scope.
(e) All administration, overhead and similar costs,
associated with the preparation and execution of
any and all Purchase Orders and Variations issued
pursuant to the Purchase Contract.
1.2.2. The obligations under this Purchase Contract may
require Contractor Personnel to attend safety
inductions and/or training sessions in order to perform
work at the Worksite as required by Company policy.
The time spent by Contractor Personnel attending these
sessions is deemed to be already included in the
compensation specified herein and no further
compensation shall be paid to the Contractor.
1.2.3. It is specifically noted that apart from Company
provided items, Contractor is responsible for identifying
and providing all Contractor Facilities, Contractor
Items, Goods and Contractor Personnel to perform the
Scope, and to identify and include all costs associated
with the performance of the Scope in the Rates listed
herein. No adjustment to the Rates or additional
payment shall be made to accommodate a failure or any
misunderstanding in identifying all relevant costs in
respect of any matter affecting the performance of the
Scope, or any failure on the part of the Contractor to
obtain full and accurate information.
1.2.4. In consideration for the proper performance of the
Scope by Contractor in full compliance with all
obligations required under the terms of the Purchase
Contract, Company shall pay Contractor in accordance
with this Schedule of Prices. Payment shall cover the
performance of all obligations and duties of Contractor
under the terms of the Purchase Contract, provided the
Scope is accepted in writing by Company.
1.2.5. The Rates contained herein shall remain fixed and firm
throughout the duration of the Purchase Contract,
unless specifically stated otherwise herein.
CONFIDENTIAL
1.2.6. All Rates and prices shall be in Nigerian Naira (NGN)

and United States Dollars (USD)/ [insert alternative
currency] unless specifically stated otherwise.
1.2.7. The Purchase Contract shall have no commitment value
until such time as Company authorises Contractor in
writing to commence with provision of any Scope and
all the terms of the Purchase Contract are agreed.
1.3. Job Rates

1.4. Company shall pay Contractor a single, all inclusive Job
Rate per Job accepted by Company in writing.
1.5. The Job Rate includes compensation for all costs related
to the job including mobilisation, demobilisation and any
Contractor Items, Contractor Personnel and Goods.
1.6. Goods Rates
1.7. The provisions in this article titled Goods Rates shall
only apply to Goods that become Company property by
performance of the Services or by direct supply to Company.
1.8. All Goods which will become Company property shall be
imported under the name of Company.
1.9. Delivery shall be delivered duty paid (DDP) as defined
in Incoterms 2010,
1.10. All Goods Rates include normal handling and packing as
deemed necessary by Company for the supply and delivery of
the Goods. The packing shall be suitable for the transportation
mode used and shall be approved by Company.
1.11. Contractor is responsible for taking back all empty bags
and drums at no extra charge.
1.12. Contractor shall provide, together with each shipment
of the Goods, all relevant certificates. Contractor shall not be
permitted to change the source of supply, or the Goods
specification, without prior written agreement from Company.
1.13. [For local stockists] In case of emergencies Contractor
shall be able to respond overnight at no extra charge.
CONFIDENTIAL
APPENDIX B
INFORMATION REQUESTED BY COMPANY
for a
CONTRACT
for

NIGER DELTA
CONFIDENTIAL
INVOICE DETAILS
The Tenderers representative responsible for the preparation and issuing

of invoices under the CONTRACT shall be:
Name: [Enter details here]
Position: [Enter details here]
Address: [Enter details here]
Telephone: [Enter details here]
Email Address: [Enter details here]
The details of the bank account into which the CONTRACTOR wishes
invoice payments to be made shall be:
Name of the bank: [Enter details here]
Address of branch: [Enter details here]
Name of branch: [Enter details here]
Sort Code: [Enter details here]
Account Number: [Enter details here]
Account Name: [Enter details here]
CONFIDENTIAL
TENDERER REPRESENTATIVE
The TENDERER REPRESENTATIVE shall be:
The TENDERER REPRESENTATIVEs nominated deputy shall be:
The above nominated deputy is authorised to act on behalf of the

TENDERER REPRESENTATIVE under the CONTRACT.
CONFIDENTIAL
KEY PERSONNEL
The KEY PERSONNEL shall be:
Project Position: [Enter details here]
CONFIDENTIAL
APPENDIX C
QUALIFICATIONS TO THE FORM OF CONTRACT
DOCUMENTS
for a
CONTRACT
for

NIGER DELTA
CONFIDENTIAL
TENDERERS PROPOSED QUALIFICATIONS

TO THE FORM OF CONTRACT DOCUMENTS
PLEASE READ THE CLARIFICATION NOTES ON THE NEXT PAGE.
This table lists all the Tenderers proposed qualifications to the Contract
Documents.
QUALIFI- REF. IN TEXT OF TENDERERS REASON

CATION CONTRACT QUALIFICATION TENDERER
NO. DOCS HAS
REQUESTED
THE
QUALIFICATIO
N
1 Tenderer to Tenderer to insert text

insert Section, of Clause it wishes to
Article and change and indicate
Clause number the change desired by
using the track
changes function.
CONFIDENTIAL
CLARIFICATION NOTE FOR TENDERERS

PROPOSED QUALIFICATIONS TO THE
CONTRACT DOCUMENTS
FORMAT
The Tenderer may re-type this page, but this format is required please
follow the instructions in blue in the Text of Tenderers Qualifications
column exactly.
MAKING QUALIFICATIONS
Shell has recently revised their Terms and Conditions. Contract terms are
based upon a fair starting point with fit for purpose clauses. If Tenderer
objects to any term or condition in the Form of Contract Documents,
Tenderer must clearly set out those terms and conditions to which it
objects, and propose alternative terms and conditions in place thereof. A
mark-up of the Form of Contract Documents is NOT acceptable at this
stage. The list of deviations to the Form of Contract Documents in
Appendix C, together with Tenderers commercial proposal will be used to
assess the competitiveness of Tenderers bid. It is not Companys
intention to use any form of contract or general terms and conditions
proposed by Tenderer and the submission of an alternate form of contract
or general terms and conditions shall not satisfy the requirement to
propose alternative terms and conditions as specified above.
FURTHER QUALIFICATIONS
When submitting its qualifications on the date specified in the covering

letter hereto, the Tenderer shall be aware that Company will not
entertain any further qualifications to the Contract after submission
which affect the Schedule of Prices or any other section of the Contract.
CONFIDENTIAL
APPENDIX D
ALTERNATIVE TENDERS
for a
CONTRACT
for

NIGER DELTA
CONFIDENTIAL
TENDERERS PROPOSED ALTERNATIVES

TO THE CONTRACT DOCUMENTS
This Table lists all Tenderers proposed Alternatives to the Contract

Documents.
EFFECT ON TENDER IF
ALTERNATIVE IS ACCEPTED
REFERENCE DESCRIPTION OF REASON FOR CONTRACT PROGRAMME

IN PROPOSED PROPOSING PRICE
CONTRACT ALTERNATIVE ALTERNATIVE
INCLUDING SUGGESTED
MODIFICATION TO
CONTRACT
DOCUMENTS
TENDERER MAY RE-TYPE THIS PAGE, BUT THIS FORMAT IS REQUIRED.
APPENDIX E
OTHER INFORMATION REQUESTED BY
COMPA\NY
CONFIDENTIAL
for a
CONTRACT
for

NIGER DELTA
CONFIDENTIAL
PARENT COMPANY GUARANTEE
PARENT COMPANY GUARANTEE

THIS GUARANTEE is made as a DEED the day of
201[X].
BETWEEN
[..]. a company having its registered office at
.., ] hereinafter referred to as Company; and
[Name of Guarantor] [(Registered number)] whose [principal
/registered] office is at [ ] (the Guarantor)
NOW THIS DEED WITNESSES AS FOLLOWS:
1. Interpretation
In this Guarantee the following words shall have the following meanings:
Company Group shall have the meaning ascribed thereto in the
Purchase Contract;
Contractor means., whose principal registered
office is at .;
Guarantee means this guarantee and indemnity;
Obligations means any and all of the obligations, duties, undertakings
and covenants of any nature whatsoever of Contractor under the
Purchase Contract, whether arising before, on or after the date of this
Guarantee (including, without limitation, any obligations of Contractor
which come into force after or upon, or survive, termination of the
Purchase Contract) and Obligation shall be construed accordingly,
Purchase Contract means the Purchase Contract dated [................]
between Company and Contractor.
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
The headings in this Guarantee are for reference only.
2. Guarantee and Indemnity
The Guarantor:
(a) hereby unconditionally and irrevocably guarantees to Company that
Contractor will perform and observe the Obligations, and shall comply
with the terms and conditions of the Purchase Contract in all respects as
if the Guarantor were the sole principal obligor and not merely
Guarantor;
(b) indemnifies, defends and holds harmless Company from and against
all claims, losses, damages, costs (including legal costs), expenses and
liabilities incurred by any member of Company Group in respect of any
failure by Contractor to perform any Obligation and/or to comply with any
term or condition of the Contract,
provided that in both Clauses 2(a) and 2(b) the Guarantor shall be
entitled to the benefit of any limitation or exclusion of liability which
would be available to Contractor under the Contract, if it failed to
perform such Obligation and/or comply with such term or condition of the
Contract.
3. No release of Liability
CONFIDENTIAL
As between the Guarantor and Company (but without affecting any

obligations of Contractor), the Guarantor shall be and remain liable under
this Guarantee as sole primary obligor and not merely as a surety. The
liability of the Guarantor shall not be discharged, nor shall it be affected,
by (1) any time, indulgence, waiver or consent at any time given to
Contractor or any other person, (2) any amendment to or variation in the
scope of the Purchase Contract or to any security or other guarantee or
indemnity, (3) the making or absence of any demand on Contractor or any
other person for payment, (4) the enforcement or absence of enforcement
of the Purchase Contract or of any security, right of action or other
guarantee or indemnity, (5) the release of any such security, right of
action, guarantee or indemnity, (6) the insolvency, liquidation, dissolution,
amalgamation, reconstruction or reorganisation of Contractor or any
other person or (7) the illegibility, invalidity or unenforceability of or any
defect in any provision of the Purchase Contract or any of Contractors
obligations thereunder.
The Guarantor waives any rights to require Company before proceeding
against the Guarantor hereunder to pursue first any remedy (whether
under the Contract), which it may have against Contractor.
The Guarantor covenants with Company that if Contractor should go into
liquidation and the liquidator or liquidators shall disclaim the Purchase
Contract then the liability of the Guarantor hereunder shall remain in full
force and effect.
Except as provided in Clause 3 herein, this Guarantee shall remain in full
force and effect notwithstanding, and the Guarantors obligations under
this Guarantee shall not be impaired, discharged or affected by:
(a) any failure, defect or unenforceability of any Obligation or any term
or condition of the Contract; or
(b) any disability or incapacity of Contractor; or
(c) the fraud of Contractor; or
(d) the non-existence of any matter which the Guarantor (expressly or
impliedly) considers or may be deemed to consider a condition precedent
(and if any such matter is considered to be a condition precedent, it is
expressly waived); or
(e) the lack of authority of any director of Contractor or of any other
person acting or purporting to act on behalf of Contractor with the
express or implied authority of Contractor; or
(f) any other act, event or omission which might operate to discharge,
impair or otherwise affect any of the Guarantors obligations or liabilities
hereunder or any rights, remedies or powers conferred on Company
under the Contract;
as a result of which any Obligation undertaken or purported to be
undertaken by with the express or implied authority of Contractor is or
may be rendered invalid, void or unenforceable by Company against
Contractor. All such circumstances shall be disregarded between
Company and the Guarantor and this Guarantee shall be construed as if
there were no such invalidity, void or unenforceability.
4. Continuing Guarantee
CONFIDENTIAL
This Guarantee shall be a continuing security and shall not be discharged

by the performance of any particular Obligation and shall remain in full
force and effect until all Obligations are performed in full.
5. Dealings with Contractor
Before enforcing this Guarantee in respect of any Obligation(s), Company
shall demand performance thereof by Contractor, but shall not be obliged
to seek to enforce any remedy it may have under the Purchase Contract
or at law, initiate any legal proceedings or obtain any judgment nor make
or file any claim in the bankruptcy, dissolution or winding up of
Contractor (or equivalent proceedings in any other jurisdiction).
Company need not advise the Guarantor of its dealings with Contractor
nor of any failure by Contractor to perform any Obligation and/or comply
with any term or condition of the Contract.
6. Payment
All payments by the Guarantor under this Guarantee shall be made in the
currency or currencies in which the payments were expressed to be
payable by Contractor, within 10 (ten) days from receipt by the Guarantor
of Companys demand in accordance with the instructions of Company,
and shall be subject to the same rights of set off, counter claim and
deduction for any taxes, duties, charges, fees, deductions, withholdings
or restrictions as set out in the Contract. If as a result of the different tax
residencies or domiciles of the Guarantor and Contractor, the Guarantor
is obliged by law to make any such deduction, the amount due from the
Guarantor shall be increased to the extent necessary to ensure that, after
the making of such deduction, Company receives a net amount equal to
the amount it would have received had no such deduction been required
to be made. If any sum is paid pursuant to this Guarantee by the
Guarantor in a currency other than that in which the Obligations are
payable, Guarantor hereby agrees to indemnify and keep Company fully
indemnified against all damages, losses, costs and expenses arising from
the conversion by Company of such sum into the currency in which the
Obligations are payable.
The Guarantor shall bear any and all costs and expenses incurred by
Company in recovering any sums due from the Guarantor hereunder.
7. Guarantor no competition with Company
So long as any of the Obligations remain outstanding or unperformed, the
Guarantor shall not by paying any sum due hereunder or by any other
means or on any other ground claim or recover by the institution of
proceedings or the threat of proceedings or otherwise such sum from
Contractor or claim any set-off or counterclaim against Contractor or
prove in competition with Company in respect of any payment by the
Guarantor to claim or have the benefit of any security which Company
holds or may hold for any money or liabilities due from or incurred by
Contractor to Company and shall not hold any security from Contractor
without the prior written consent of Company. If the Guarantor holds any
security in breach of this Clause, or receives any sums from Contractor in
respect of any payment of the Guarantor hereunder, the Guarantor shall
CONFIDENTIAL
hold such security or monies in trust for Company so long as any sums
are payable (contingently or otherwise) under this Guarantee.
8. Notices
Any demand or notice by Company to the Guarantor may be delivered
personally to the Guarantor or sent to the Guarantor by post or facsimile
transmission at the following address:
Address: [ ]
For the attention of: [ ]
Facsimile: [ ]
Any such notice or demand shall be deemed to have been received by the
Guarantor 24 (twenty four) hours after posting (where sent by post) or
immediately on delivery (where delivered personally or sent by facsimile
transmission).
9. Conditional Discharge
Any release, discharge or settlement between the Guarantor and
Company shall be conditional upon no security, disposition or payment to
Company by Contractor or any other person in respect of the Obligations
being void, set aside or ordered to be refunded pursuant to any
enactment or law in relation to bankruptcy, liquidation or insolvency (or
its equivalent in any relevant jurisdiction) or for any reason whatever, and
if such condition shall not be fulfilled Company shall be entitled to
enforce this Guarantee and recover immediately any value or amount due
as if such release, discharge or settlement had not occurred and any such
payment had not been made.
10. Governing Law and Jurisdiction
This Guarantee shall be governed by and construed in accordance with
the laws of the Federal Republic of Nigeria.
The Guarantor hereby irrevocably submits to the dispute resolution
arrangement in the Contract. Any claim form, judgment, award or other
notice of legal process shall be sufficiently served on the Guarantor if
sent to the address set out above.
The Guarantor agrees that any award rendered against Company
resulting from an arbitration under the Purchase Contract (or, if
applicable another dispute resolution procedure followed by Contractor
and Company) shall be conclusive and binding on the Guarantor for the
purposes of determining its obligations under this Guarantee to the same
extent that such award is binding on Contractor.
11. Assignment
The Guarantor shall not assign or sub-contract or otherwise transfer, or
purport to transfer, any of its rights or obligations under this Guarantee
without the prior written consent of Company.
12. Property
This Guarantee shall remain the property of Company and Company shall
be under no obligation to return it to the Guarantor at any time.
13. Third Party Rights
No term of this Guarantee shall be enforceable, by virtue of the Contracts
(Rights of Third Parties) Act 1999, by any person who is not a party to
this Guarantee.
CONFIDENTIAL
Signed as a DEED by the duly authorised representatives of the parties

the day and year first above written:
Signed as a deed by [name of Guarantor]
by [ ]
Name: _______________________
Title: ________________________
In the presence of:
[.]
Name: _______________________
and [ ................................................. ]
Name: ________________________
For Acceptance
[name of Company]
By: []
CONFIDENTIAL
PART IV
FORM OF CONTRACT
DOCUMENTS
for a
CONTRACT
for

NIGER DELTA
Section I Form of Agreement
MAJOR SERVICES
CONTRACT
FOR
THE PROVISION OF DREDGING SERVICES IN THE
NIGER DELTA
BETWEEN
[**insert]
AND
[**insert]
NG01021097
TENDERNUMBER:NG01021097
33
TABLE OF CONTENTS
SECTIONIFORMOFAGREEMENT
1. DEFINITIONS.................................................................................................... 33
2. CONSIDERATION.............................................................................................. 33
3. EFFECTIVE DATE.............................................................................................. 33
4. NOTICES............................................................................................................ 34
5. COMPANY REPRESENTATIVE AND CONTRACTOR REPRESENTATIVE..........34
6. SECTIONS FORMING THE CONTRACT............................................................34
SECTIONIIDEFINITIONSANDINTERPRETATION
1. DEFINITIONS.................................................................................................... 36
2. INTERPRETATION............................................................................................. 44
SECTIONIIIASPECIALTERMSANDCONDITIONS
1. SCOPE AND WARRANTIES...............................Error! Bookmark not defined.

2. PREPARATION FOR AND INITIATION OF SCOPE, REPRESENTATIVES..Error!
Bookmark not defined.
3. EXECUTION OF SCOPE....................................Error! Bookmark not defined.
4. MATERIALS, CONTRACTOR EQUIPMENT, AND COMPANY PROVIDED ITEMS
.........................................................................Error! Bookmark not defined.
5. CONTRACTOR PERSONNEL.............................Error! Bookmark not defined.
6. INTERFACES and REVIEWS BY COMPANY......Error! Bookmark not defined.
7. CONSIDERATION, PAYMENT, AND INVOICING.............Error! Bookmark not
defined.
8. VARIATIONS......................................................Error! Bookmark not defined.
9. CERTIFICATES, COMPLETION, HANDOVER AND RISK OF LOSS...........Error!
Bookmark not defined.
10. DEFECTS CORRECTION PERIOD.....................Error! Bookmark not defined.
11. ADDITIONAL LEGAL PROVISIONS...................Error! Bookmark not defined.
SECTION IIIB GENERAL TERMS AND CONDITIONS

1. PERFORMANCE, FINANCIAL SECURITY, AND OTHER PAYMENTS
REQUIREMENTS............................................................................................. 86
2. TAXES................................................................................................................. 86
34
2.1 CONTRACTOR TAXES........................................................................................ 86

2.2 INDIRECT TAXES............................................................................................... 87
2.3 Withholding........................................................................................................ 87
2.4 Permanent Establishment.................................................................................. 88
2.5 Indemnity........................................................................................................... 88
2.6 Concessions, Incentives, and Exemptions.......................................................... 88
3. LIENS................................................................................................................. 88
3.1 No LIENS Permitted........................................................................................... 88
3.2 Processes in the Event of LIENS........................................................................ 89
4. SUSPENSION..................................................................................................... 89
5. TERMINATION................................................................................................... 90
5.1 Termination by COMPANY................................................................................. 90
5.2 NOT USED ........................................................................................................ 91
5.3 CONTRACTOR Obligations on Termination....................................................... 91
5.4 Compensation in the Event of Termination........................................................ 92
5.5 Exclusive Reasons for Termination.................................................................... 92
6. LIQUIDATED DAMAGES.................................................................................... 92
7. LIABILITIES AND INDEMNITIES...................................................................... 93
7.1 CONTRACTOR GROUP People and Property..................................................... 93
7.2 COMPANY GROUP People and Property............................................................ 93
7.3 LIABILITIES for Pollution................................................................................... 93
7.4 Indemnity for Own CONSEQUENTIAL LOSS.................................................... 94
7.5 Applicability of Obligations to INDEMNIFY in Case of Negligence, GROSS
NEGLIGENCE, WILFUL MISCONDUCT, or other Circumstances.................. 94
7.6 Conflicts or Precedents...................................................................................... 95
7.7 LIABILITIES to Third Parties............................................................................. 95
7.8 Notification......................................................................................................... 95
7.9 Mutual Waiver and Indemnity............................................................................ 95
8. INSURANCE....................................................................................................... 96
8.1 Requirements..................................................................................................... 96
8.2 Excess Insurance................................................................................................ 97
8.3 Additional Insured.............................................................................................. 97
8.4 Subrogation Waiver............................................................................................ 97
8.5 SUBCONTRACTORS.......................................................................................... 97
8.6 Notice and Replacement.................................................................................... 97
8.7 Deductibles and Precedence.............................................................................. 97
35
9. COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE

STANDARDS.................................................................................................... 98
9.1 APPLICABLE LAWS............................................................................................ 98
9.2 Business Principles............................................................................................. 98
9.3 Anti-Bribery and Corruption............................................................................... 99
9.4 Export and Trade Controls............................................................................... 100
9.5 PERSONAL DATA Protection............................................................................ 101
9.6 Health, Safety, Security, and Environment (HSSE)....................................... 101
9.7 Nigerian Content Obligations
10. CONFIDENTIALITY.......................................................................................... 102
10.1 Obligations in Connection with CONFIDENTIAL INFORMATION................102
10.2 Exceptions..................................................................................................... 102
10.3 Disclosure Required by APPLICABLE LAW................................................... 103
10.4 Return............................................................................................................ 103
10.5 CONTRACTOR Information........................................................................... 103
10.6 External Communications.............................................................................. 103
11. INTELLECTUAL PROPERTY............................................................................ 104
11.1 COMPANYs IP RIGHTS................................................................................. 104
11.2 IP RIGHTS derived from COMPANYs IP RIGHTS......................................... 104
11.3 IP RIGHTS for SCOPE Designed for COMPANY............................................ 104
11.4 CONTRACTORs IP RIGHTS.......................................................................... 104
11.5 Safekeeping................................................................................................... 105
11.6 Indemnity....................................................................................................... 105
11.7 Substitution on Infringement........................................................................ 105
12. FINANCIAL AND PERFORMANCE AUDIT...................................................... 106
12.1 Right and Purpose......................................................................................... 106
12.2 Period to Retain BOOKS AND RECORDS...................................................... 106
12.3 Conditions of Audit........................................................................................ 106
12.4 Application of Audit Requirements to SUBCONTRACTORS......................... 107
13. RELATIONSHIP OF PARTIES........................................................................... 107
13.1 Independent CONTRACTOR.......................................................................... 107
13.2 No Business Relationship.............................................................................. 107
13.3 Exclusive Rights and Responsibilities of COMPANY..................................... 107
13.4 CONTRACTOR as Unincorporated Venture................................................... 108
14. CONTRACTOR PERSONNEL AND SUBCONTRACTING................................. 109
14.1 Responsibility................................................................................................ 109
36
14.2 Condition to SUBCONTRACT........................................................................ 109

14.3 Responsibility for SUBCONTRACTS.............................................................. 109
14.4 Formation and Content of SUBCONTRACTS; Further Requirements...........109
15. ASSIGNMENT.................................................................................................. 110
15.1 Assignment by Notice and Consent............................................................... 110
15.2 Assignment by Notice Only............................................................................ 110
15.3 Cooperation................................................................................................... 110
15.4 Successors..................................................................................................... 110
16. FORCE MAJEURE............................................................................................ 110
16.1 FORCE MAJEURE EVENTS........................................................................... 110
16.2 Cost and Conduct during the FORCE MAJEURE EVENT.............................. 111
16.3 Termination.................................................................................................... 111
17. NOTICES.......................................................................................................... 112
17.1 Requirements................................................................................................. 112
17.2 Effectiveness.................................................................................................. 112
17.3 Exceptions..................................................................................................... 112
18. GOVERNING LAW AND DISPUTE RESOLUTION............................................ 112
18.1 Governing Law............................................................................................... 112
18.2 Dispute Resolution......................................................................................... 113
19. ADDITIONAL LEGAL PROVISIONS................................................................. 114
19.1 Further Assurances....................................................................................... 114
19.2 Retention of Rights........................................................................................ 114
19.3 Mitigation of Loss.......................................................................................... 114
19.4 Specific Performance..................................................................................... 115
19.5 Non-Waiver.................................................................................................... 115
19.6 Invalidity and Severability............................................................................. 115
19.7 Survival.......................................................................................................... 115
19.8 Amendments.................................................................................................. 115
19.9 NOT USED.................................................... Error: Reference source not found
19.10............................................................................................................. Language
....................................................................................................................... 115
19.11................................................................................................ Entire Agreement
....................................................................................................................... 115
19.12........................................................................................................ Counterparts
....................................................................................................................... 116
20. SUSTAINABLE DEVELOPMENT..................... Error: Reference source not found
37
21. THE CONTRACTORS NIGERIAN CONTENT OBLIGATIONS. . . .Error: Reference

source not found
22. TEMPORARY FACILITIES............................... Error: Reference source not found
38
SECTION I FORM OF AGREEMENT
FOR MAJOR SERVICES
THIS CONTRACT IS MADE ON [**insert date]

BETWEEN
[**SHELL COMPANY],
whose registered office is at [**, (**) **, **] (COMPANY),
and
[**CONTRACTOR],
whose registered office is at [**, (**) **, **] (CONTRACTOR),
RECITALS
The scope of the works shall include, but not limited to the following:
Service/Project Scope
The following provides a concise summary of the scope of work for Dredging
services;
Mobilization/demob of complete dredging spread
Pre/Post Dredge surveys
Flowlines Probing
Bush clearing
Bundwall/Runoff drain construction
Grab/bucket & Cutter Suction Dredging
Sand Search/Soil Investigations
Hydraulic Sandfilling and/or Stockpiling, Sand haulage
De-stumping/Installation of settlement beacons
Supporting activities including catering, accommodation and logistics
Intermediate (Maintenance Dredging) Contracts:

These contracts are for execution of maintenance dredging only of existing drilling
locations/slots, including maintenance of rig access channels. Detailed scope
include mobilisation/demobilisation of CSD dredgers, land/hydrographic surveys,
bush and water hyacinth clearing, full depth dredging to approved target dredge
depth in line with operating requirements for inland waterways.
Capital Dredging:
These contracts are for execution of capital and maintenance dredging of new or
expansion of existing drilling locations/slots, including creating/maintenance of rig
access channels, Sand filling, Stock piling & Reclamation works. Detailed scope
include mobilisation/demobilisation of grab/CSD dredgers, land/hydrographic
surveys, bush clearing, full depth dredging to approved target depth in line with
operating rig requirements, geotechnical investigations, etc.
THE PARTIES AGREE AS FOLLOWS
39
1. DEFINITIONS
Capitalised words and phrases have the meanings given to them in the
DEFINITIONS AND INTERPRETATION Section (Section II).
CONSIDERATION
In consideration of the obligations undertaken by CONTRACTOR under the
CONTRACT, COMPANY agrees to pay the CONTRACT PRICE.
The CONTRACT PRICE amount payable shall be based on each work call-off,
backed by individual Purchase Orders, exclusive of INDIRECT TAXES.
EFFECTIVE DATE
The CONTRACT has an effective date of [**date].
NOTICES
Notices under the CONTRACT must be made in the manner set out in the
GENERAL TERMS AND CONDITIONS (Section IIIB) and delivered:
To COMPANY:
[**include details]
To CONTRACTOR:
[**include details]
COMPANY REPRESENTATIVE AND CONTRACTOR REPRESENTATIVE

The COMPANY REPRESENTATIVE is [**include details], or as subsequently
notified in writing by the COMPANY to the CONTRACTOR in accordance with
sub-article 2.7 (a) of the SPECIAL TERMS AND CONDITIONS.
The CONTRACTOR REPRESENTATIVE is [**include details], or as
subsequently changed, with the COMPANYS approval in accordance with sub-
article 2.8 (a) of the SPECIAL TERMS AND CONDITIONS.
SECTIONS FORMING THE CONTRACT
Sections Included
The CONTRACT consists of the following Sections, which are attached:
Section I This completed and executed Form of Agreement;
Section II DEFINITIONS AND INTERPRETATION;
Section IIIA SPECIAL TERMS AND CONDITIONS;
Section IIIB GENERAL TERMS AND CONDITIONS;
Section IIIC SCHEDULE OF KEY DATES;
Section IV SCHEDULE OF PRICES;
40
Section V SCOPE DESCRIPTION;

Section VI INSURANCE REQUIREMENTS;
Section VII ADMINISTRATION INSTRUCTIONS;
Section VIII HEALTH, SAFETY, SECURITY AND ENVIRONMENT
SUPPLEMENT;
Section IX QUALITY MANAGEMENT;
Section X TECHNICAL INFORMATION;
Section XI FORMS;
Access and Security Agreement
Data Processing/Privacy Agreement
Financial Security
Section XIII - COMPANY PROVIDED ITEMS;
Section XIV EXECUTION PLAN; and
Section XV PROGRAMME.
Ambiguities or Contradiction
Any ambiguity or contradiction will be resolved by reading the CONTRACT as
a whole so that each provision will have effect. If a reading of the CONTRACT
as a whole does not resolve the ambiguity or contradiction, then precedence
will be given to each section of the CONTRACT in the order listed above,
beginning with Section I.
Signatories
In witness whereof the authorised representatives of the parties have executed this
CONTRACT:
For and on behalf of [**insert full For and on behalf of [**insert full
Shell name] CONTRACTOR name]
______________________________
______________________________
Name:
Name: Position:
Position:
41
Section II Definitions and Interpretation
SECTION II DEFINITIONS AND INTERPRETATION
FOR MAJOR SERVICES CONTRACTS
1. DEFINITIONS
Capitalisedwordsandexpressionshavethefollowingmeaningswheninterpretingthe
CONTRACT:
AFFILIATE in reference to a PERSON, any other PERSON that:

(a) directly or indirectly controls or is controlled by the first
PERSON; or
(b) is directly or indirectly controlled by a PERSON that
also directly or indirectly controls the first PERSON.
A PERSON controls another PERSON if that first PERSON
has the power to direct or cause the direction of the
management of the other PERSON, whether directly or
indirectly, through one or more intermediaries or otherwise,
and whether by ownership of shares or other equity interests,
the holding of voting rights or contractual rights, by being the
general partner of a limited partnership, or otherwise. An
AFFILIATE of COMPANY is also an AFFILIATE of Royal Dutch
Shell, plc.
AGENCY those CONTRACTOR PERSONNEL who are not direct
PERSONNEL employees but are working under the direct control and
supervision of CONTRACTOR GROUP.
ANTI-BRIBERY all APPLICABLE LAWS that prohibit bribery of, or providing
LAWS unlawful gratuities, facilitation payments, or other benefits to,
any GOVERNMENT OFFICIAL or any other PERSON,
including:
a) relevant laws under the Laws of the Federation of
Nigeria, 2004 namely; Corrupt Practices and Other
Related Offences Act, Cap.C31; Criminal Code Cap. 38;
the Penal Code (Northern States) Federal Provisions
Act Cap.P3; and the Economic and Financial Crimes
Commission (Establishment) Act Cap. E.1.;
b) the United States Foreign Corrupt Practices Act of
1977; and
c) the United Kingdom Bribery Act 2010.
APPLICABLE where applicable to a PERSON, property, or circumstance,
LAWS and as amended from time to time:
(a) statutes (including regulations enacted under those
statutes);
(b) national, regional, provincial, state, municipal, or local
laws;
(c) judgments and orders of courts of competent
42
jurisdiction;
(d) rules, regulations, and orders issued by government
agencies, authorities, and other regulatory bodies; and
(e) regulatory approvals, permits, licences, approvals, and
authorisations.
AUTHORITIES the government and any county, municipality, local
government, or other political subdivision, instrumentality,
ministry, or department which has jurisdiction over any part
of SCOPE, or any county, municipality, local government or
other political subdivision thereof.
BOOKS AND books, accounts, contracts, records, and documentation, in
RECORDS electronic format, or otherwise, in respect of the CONTRACT
and performance of SCOPE.
CERTIFICATE each or all of the following certificates: [**limit to relevant
ones: SUBSTANTIAL COMPLETION CERTIFICATE,
COMPLETION CERTIFICATE and REMEDIAL WORK
COMPLETION CERTIFICATE].
COMPANY the party identified as such in Section I of the CONTRACT.
COMPANY COMPANY and:
GROUP (a) its CO-VENTURERS and JOINT VENTURES;
(b) any AFFILIATE of COMPANY, its JOINT VENTURES, or
its CO-VENTURERS; and
(c) any director, officer, employee, or other individual
working under the direct control and supervision of
COMPANY, its JOINT VENTURES, or CO-VENTURERS,
or the AFFILIATES of COMPANY, its JOINT VENTURES,
or CO-VENTURERS.
COMPANY items of materials, equipment, services, or facilities, provided
PROVIDED by COMPANY to CONTRACTOR to perform SCOPE.
ITEMS
COMPANY the COMPANY representative as referred to in Section I of
REPRESENTATI the CONTRACT, who may be replaced in accordance with the
VE CONTRACT.
COMPLETION the completion of SCOPE in accordance with the
requirements of the CONTRACT, as confirmed by COMPANY
by issuing the COMPLETION CERTIFICATE.
COMPLETION the certificate issued by COMPANY certifying that
CERTIFICATE COMPLETION has occurred, as confirmed by COMPANY by
issuing the COMPLETION CERTIFICATE.
43
CONFIDENTIAL all technical, commercial, or other information or materials,

INFORMATION and all documents and other tangible items that record
information, whether on paper, in machine readable format,
by sound or video, or otherwise, relating to a PERSONs
business, including WORK PRODUCT and SCOPE provided to
that PERSON, business plans, property, way of doing
business, business results or prospects, the terms and
negotiations of the CONTRACT, proprietary software, IP
RIGHTS, and business records.
CONSEQUENTI (a) indirect or consequential losses; and
AL LOSS (b) loss of production, loss of product, loss of use, and loss
of revenue, profit, or anticipated profit, whether direct,
indirect, or consequential, and whether or not the losses
were foreseeable at the time of entering into the
CONTRACT.
CONTRACT the agreement formed by Section I and the attachments
which follow.
CONTRACT the total amount payable by COMPANY to CONTRACTOR.
PRICE
CONTRACTOR the party identified as such in the CONTRACT.
CONTRACTOR any machinery, plant, tools, equipment, goods, materials,
EQUIPMENT supplies, and other items (including all appropriate
associated spare parts, storage containers, packing, and
securing) owned or contracted for by CONTRACTOR GROUP,
provided title has not passed and will not pass to COMPANY
under the CONTRACT.
CONTRACTOR EQUIPMENT includes any lifting, transport,

fabrication, installation, earth-moving, and other equipment,
water craft, barges, plant, tools, and temporary facilities,
implements, and other items required for the performance of
SCOPE, except for MATERIALS.
CONTRACTOR CONTRACTOR and:
GROUP (a) its SUBCONTRACTORS;
(b) any AFFILIATE of CONTRACTOR or its
SUBCONTRACTORS; and
(c) any director, officer, employee, other PERSON, or
AGENCY PERSONNEL, employed by or acting for and
on behalf of CONTRACTOR, its SUBCONTRACTORS, or
the AFFILIATES of CONTRACTOR and its
SUBCONTRACTORS.
CONTRACTOR any individual provided by CONTRACTOR GROUP, whether
PERSONNEL directly or indirectly, and assigned to work in connection with
44
the performance of SCOPE, whether or not an employee of

CONTRACTOR GROUP.
CONTRACTOR the CONTRACTOR representative as referred to in Section I
REPRESENTATI of the CONTRACT, who may be replaced in accordance with
VE the CONTRACT.
CO-VENTURER any PERSON who is a party to a joint operating agreement,
unitisation agreement, or similar agreement:
(a) with COMPANY or any of its AFFILIATES; and
(b) which JOINT VENTURE or agreement is related to
SCOPE performed under the CONTRACT.
A reference to CO-VENTURERS includes reference to each
CO-VENTURER severally and to its respective successors and
permitted assigns.
DEFECT (a) any defects in CONTRACTORS design, materials or
workmanship; and
(b) any other failure of SCOPE to comply with the
requirements of the CONTRACT (including if caused by
a DEFECT), APPLICABLE LAWS or STANDARDS OF
PRACTICE.
DEFECTS the period granted to CONTRACTOR to remedy any
CORRECTION DEFECTS, starting at COMPLETION and expiring 24 months
PERIOD after COMPLETION, subject to any extensions under the
CONTRACT.
DEFINITIONS this Section of the CONTRACT (Section II), setting out
AND defined terms.
INTERPRETATI
ON
EXECUTION the plan prepared and updated by CONTRACTOR in
PLAN accordance with the CONTRACT, which includes:
(a) full details of the arrangements and methods that
CONTRACTOR proposes to adopt for the execution and
completion of SCOPE in accordance with the
CONTRACT, the SCHEDULE OF KEY DATES and the
PROGRAMME; and
(b) project controls pertaining to schedule, cost, HSSE,
quality and the assurance thereof.
FORCE the events qualifying as a force majeure event as expressly
MAJEURE set out in the CONTRACT.
EVENT
GENERAL Section IIIB of the CONTRACT, setting out the general terms
TERMS AND and conditions.
CONDITIONS
GOVERNMENT (a) any official or employee of any government, or any
45
OFFICIAL agency, ministry, or department of a government (at any

level);
(b) anyone acting in an official capacity for a government
regardless of rank or position;
(c) any official or employee of a company wholly or partially
controlled by a government (e.g. a state owned oil
company), political party, or any official of a political
party;
(d) any candidate for political office, or any officer or
employee of a public international organisation (e.g. the
United Nations or the World Bank); and
(e) any immediate family member (meaning a spouse,
dependent child, or household member) of any of the
foregoing.
GROSS any act or failure to act (whether sole, joint, or concurrent)
NEGLIGENCE that is so great as to cause harm to people, property, or the
environment and that:
(a) seriously and substantially deviates from a diligent
course of action; or
(b) is in reckless disregard of or wanton indifference to a
risk known or so obvious that it should have been
known.
HSSE health, safety, security, and environment.
HSSE (a) all HSSE policies, manuals, standards, rules, and
STANDARDS procedures, as communicated by COMPANY to
CONTRACTOR, designed to manage HSSE risks during
performance of SCOPE under the CONTRACT;
(b) all APPLICABLE LAWS relating to HSSE; and
(c) any other rules and procedures (whether issued by
COMPANY GROUP or otherwise) in force at a relevant
WORKSITE at the time of performance of SCOPE.
INDEMNIFY release, save, indemnify, defend, and hold harmless.
INDIRECT any of the following:
TAXES (a) value added tax;
(b) goods and services tax; or
(c) sales tax or a similar levy.
INSOLVENCY when a PERSON:
EVENT (a) stops or suspends, or threatens to stop or suspend,
payment of all or a material part of its debts, or is
unable to pay its debts as they fall due;
(b) ceases or threatens to cease to carry on all or a
substantial part of its business;
46
(c) begins negotiations for, starts any proceedings

concerning, proposes or makes any agreement for the
reorganisation, compromise, deferral, or general
assignment of, all or substantially all of its debts;
(d) makes or proposes an arrangement for the benefit of
some or all of its creditors of all or substantially all of its
debts;
(e) takes any step with a view to the administration,
winding up, or bankruptcy of that PERSON;
(f) is subject to an event in which all or substantially all of
its assets are subject to any steps taken to enforce
security over those assets or to levy execution or similar
process, including the appointment of a receiver,
trustee in bankruptcy, or similar officer; or
(g) is subject to any event under the law of any relevant
jurisdiction that has an analogous or equivalent effect to
any of the INSOLVENCY EVENTS listed above.
INSURANCE Section VI of the CONTRACT, setting out the types and
REQUIREMENT amounts of policies of insurance required and related
S matters.
IP RIGHTS all patents, copyright, database rights, design rights, rights in
CONFIDENTIAL INFORMATION, including know-how and
trade secrets, inventions, moral rights, trademarks and
service marks (all whether registered or not and including all
applications for any of them and all equivalent rights in all
parts of the world), whenever and however arising for their
full term, and including any divisions, re-issues, re-
examinations, continuations, continuations-in-part, and
renewals.
JOINT any entity in which an AFFILIATE of Royal Dutch Shell plc
VENTURE (a) has a direct or indirect ownership interest; and
(b) is not an AFFILIATE.
KEY CONTRACTOR PERSONNEL occupying positions defined in
PERSONNEL the CONTRACT as being for KEY PERSONNEL. KEY
PERSONNEL includes the CONTRACTOR REPRESENTATIVE,
and other CONTRACTORs personnel as listed in Section VII
of the CONTRACT.
LIABILITIES liabilities for all claims, losses, damages, costs (including
legal fees), and expenses.
LICENSOR the process design packages relating to processes provided
TECHNICAL by or on behalf of COMPANY, which are expressly identified
PACKAGES as licensor technical packages in the TECHNICAL
INFORMATION.
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LIENS liens, attachments, charges, security interests, claims or

other encumbrances against SCOPE or property of COMPANY
GROUP, including leases, COMPANY PROVIDED ITEMS, and
products produced by COMPANY GROUP (such as oil, gas, or
other products produced by a well, refinery, or chemical
plant).
LIQUIDATED amounts agreed in the CONTRACT that CONTRACTOR must
DAMAGES pay to COMPANY if certain events or performance as
specified in the CONTRACT are not timely achieved.
MATERIALS (a) any machinery, equipment, materials, and other items
that are incorporated or intended to be incorporated in
the SCOPE;
(b) any special tools required for operating and
maintaining the SCOPE; and
(c) any spare parts and testing tools that CONTRACTOR
must provide pursuant to the CONTRACT.
NIGERIAN as defined in the Nigerian Oil & Gas Industry Content
CONTENT Development Act, the quantum of composite value added to
or created in the Nigerian economy by a systematic
development of capacity and capabilities through the
deliberate utilization of Nigerian human, material resources
and services in the Nigerian oil and gas industry.
OTHER any other contractor engaged by COMPANY to perform work
CONTRACTOR at the WORKSITE.
OTHER excluding any member of COMPANY GROUP or
CONTRACTOR CONTRACTOR GROUP, OTHER CONTRACTOR and:
GROUP (a) its subcontractors;
(b) any AFFILIATE of OTHER CONTRACTOR or its
subcontractors; and
(c) any director, officer, employee, other PERSON, or
AGENCY PERSONNEL employed by or acting for and
on behalf of OTHER CONTRACTOR, its subcontractors,
or the AFFILIATES of OTHER CONTRACTOR and its
subcontractors.
PAYMENT the event or deliverable as described in Section IV - Schedule
MILESTONE of Prices, that triggers payment of the amount associated
with that milestone.
PAYMENT the certificate issued by COMPANY certifying that a
MILESTONE milestone has been achieved, as confirmed by COMPANY by
CERTIFICATE issuing the PAYMENT MILESTONE CERTIFICATE.
PERSON (a) a natural person; or
(b) a legal person, including any individual, partnership,
limited partnership, firm, trust, body corporate,
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government, governmental body, agency, or

instrumentality, or unincorporated venture.
PERSONAL any information relating to an identified or identifiable
DATA individual, unless otherwise defined under APPLICABLE
LAWS related to the protection of individuals, the processing
of such information, and security requirements for and the
free movement of such information.
PROGRAMME the programme prepared and updated by CONTRACTOR in
accordance with the CONTRACT, which includes:
(a) a detailed work plan; and
(b) supporting forecasts, calculations, and documents.
PROJECT SITE the WORKSITE where the project is constructed as specified
in the CONTRACT.
PUNCH LIST any minor DEFECT in SCOPE or part thereof that are limited
ITEMS in number and that do not affect the use for the purpose for
which SCOPE is intended.
RATES AND the lump sums, prices, amounts, rates, charges, and
PRICES percentages as specified in the SCHEDULE OF PRICES.
RELY UPON the relevant TECHNICAL INFORMATION provided by
INFORMATION COMPANY to CONTRACTOR of which COMPANY has
confirmed in the CONTRACT or otherwise in writing that the
information may be regarded by CONTRACTOR as RELY
UPON INFORMATION.
REMEDIAL the certificate issued by COMPANY certifying that the
WORK remedial work to correct a specific DEFECT has been
COMPLETION completed.
CERTIFICATE
RESTRICTED countries or states that are subject to comprehensive trade
JURISDICTION sanctions or embargoes (as may be amended by the relevant
governmental authorities from time to time).
RESTRICTED (a) any PERSON targeted by national, regional, or
PARTY multilateral trade or economic sanctions under
APPLICABLE LAWS;
(b) any PERSON designated on the United Nations
Financial Sanctions Lists, European Union (EU) or EU
Member State Consolidated Lists, US Department of the
Treasury Office of Foreign Assets Control Lists, US
State Department Non-proliferation Sanctions Lists, or
US Department of Commerce Denied Persons List, in
force from time to time; or
(c) any AFFILIATES of those PERSONS; and
(d) any PERSON acting on behalf of a PERSON referred to
in the foregoing.
49
SCHEDULE OF the schedule of events and associated dates specified in

KEY DATES Section IIIC of the CONTRACT together with any adjustments
thereof by means of VARIATIONS.
SCHEDULE OF Section IV of the CONTRACT, setting out the schedule of
PRICES prices for SCOPE.
SCOPE all activities and obligations to be performed by or on behalf
of CONTRACTOR under the CONTRACT.
SCOPE Section V of the CONTRACT, setting out the description of
DESCRIPTION SCOPE.
SIGNATURE the date on which the CONTRACT was entered into by both
DATE COMPANY and CONTRACTOR.
SOFTWARE any software forming part of SCOPE or necessary for the
intended use of SCOPE, including, as applicable, the database
and all machine codes, binaries, object codes or source codes,
whether in a machine or human readable form, and all
improvements, modifications, and updates, flow charts, logic
diagrams, passwords, and output tapes, and any future
updates, releases, and generally available associated software
items, together with the licence to use them or ownership
rights in them.
SPECIAL Section IIIA of the CONTRACT, setting out the category or
TERMS AND special terms and conditions.
CONDITIONS
STANDARDS OF the sound standards, principles, and practices that are
PRACTICE recognised and generally accepted in the international oil,
gas, and petrochemical industry
SUBCONTRACT any contract between CONTRACTOR and a
SUBCONTRACTOR or between a SUBCONTRACTOR and
another SUBCONTRACTOR of any tier for the performance of
any part of SCOPE, including any call off under framework
agreements and supply agreements for materials.
SUBCONTRACT any party to a SUBCONTRACT, other than COMPANY and
OR CONTRACTOR, including any employers of AGENCY
PERSONNEL (except as explicitly provided otherwise).
SUBSTANTIAL the substantial completion of SCOPE in accordance with the
COMPLETION requirements of the CONTRACT.
SUBSTANTIAL the certificate issued by COMPANY certifying that
COMPLETION SUBSTANTIAL COMPLETION has occurred.
CERTIFICATE
TAXES all taxes, duties, levies, import, export, customs, stamp or
excise duties (including clearing and brokerage charges),
charges, surcharges, withholdings, deductions, or
50
contributions that are imposed or assessed by any competent

authority of the country where SCOPE is supplied or any
other country in accordance with APPLICABLE LAWS.
TECHNICAL any information provided by COMPANY as part of the
INFORMATION CONTRACT or during the performance of SCOPE and as may
be corrected by CONTRACTOR in accordance with the
CONTRACT.
TECHNICAL INFORMATION includes the BDEP, the
reference standards and practices for engineering and design
listed as design and engineering practices or DEPs, RELY
UPON INFORMATION and LICENSOR TECHNICAL
PACKAGES (if any).
TEMPORARY any moveable structures deployed by the CONTRACTOR and
FACILITY either constructed, erected or installed on land provided by
COMPANY and where demobilisation of same shall not
require excavation or distortion to vegetation or land
provided by COMPANY.
TRADE all APPLICABLE LAWS concerning the import, export, or re-
CONTROL LAWS export of goods, SOFTWARE, or technology, or their direct
product, including:
(a) applicable customs regulations, Council Regulation (EC)
No. 428/2009;
(b) any sanction regulations issued by the Council of the
European Union;
(c) the International Traffic in Arms Regulations ("ITAR");
(d) the Export Administration Regulations ("EAR"); and
(e) the regulations and orders issued or administered by
the US Department of the Treasury, Office of Foreign
Assets Control in relation to export control, anti-
boycott, and trade sanctions matters.
VARIATION means both:
(a) instructions by COMPANY to CONTRACTOR under sub-
article 8.2 of Section IIIA; and
(b) an adjustment of the CONTRACT PRICE or SCHEDULE
OF KEY DATES to which CONTRACTOR is entitled
under sub-articles 8.3 and 8.4 respectively of Section
IIIA;
for which COMPANY has issued a VARIATION ORDER.
VARIATION an assessment of the consequences prepared by
ASSESSMENT CONTRACTOR in accordance with the CONTRACT following
a VARIATION REQUEST.
VARIATION a written order for a VARIATION issued by COMPANY or
ORDER agreed by both PARTIES.
51
VARIATION either:
REQUEST (a) a request issued by COMPANY to CONTRACTOR to
request a VARIATION ASSESSMENT; or
(b) a request issued by CONTRACTOR to COMPANY if
CONTRACTOR considers that an event has occurred
that entitles CONTRACTOR to a VARIATION.
WILFUL a deliberate act or omission, the consequences of which were
MISCONDUCT foreseen or foreseeable, that was intended to cause harm to
people, property, or the environment.
WORK any and all information, reports, data, drawings, computer
PRODUCT programs, source and object codes, program documentation,
spread sheets, presentations, analyses, results, conclusions,
findings, solutions, calculations, studies, concepts, codes,
manuals, inventions, business models, designs, prototypes,
magnetic data, flow charts, recommendations, working notes,
specifications or other information, documents, or materials,
which arise out of or are made, created, or generated for
COMPANY, directly or indirectly, in the course of performance
of SCOPE, or which are made, created, or generated from or
using CONFIDENTIAL INFORMATION or COMPANYs IP
RIGHTS.
WORKSITE lands, waters, and other places on, under, in, or through
which SCOPE or activities in connection with SCOPE are to
be performed, including manufacturing, fabrication,
assembly, or storage facilities, offshore installations, floating
construction equipment, vessels, offices, workshops, camps,
or messing facilities, and including the PROJECT SITE.
INTERPRETATION
All provisions of the CONTRACT will have the following rules of interpretation:
i. The terms including and includes mean including without limitation
and includes without limitation.
ii. References to parties mean the parties to the CONTRACT. References to a
party mean one of the parties to the CONTRACT and its respective
successors and permitted assigns, unless the context otherwise requires.
iii. The terms will, must, and shall have equivalent meanings and create a
present and ongoing obligation, unless the context otherwise requires.
iv. Words indicating the singular also include the plural, and words indicating
the plural include the singular, unless the context otherwise requires.
v. Where a term is defined, a derivative of that term will have a corresponding
meaning, unless the context otherwise requires.
52
vi. Unless expressly stated otherwise, the term "day" used in the CONTRACT
refers to a calendar day, regardless of whether considered a working day,
non-working day, or holiday.
vii. References to an Article refer to its entirety (e.g. Article 1 or this Article).
References to parts of an Article are made by reference to a sub-article
(e.g. sub-article 1.1) and include its paragraphs (e.g. paragraph (a)), sub-
paragraphs (e.g. sub-paragraph (i)), and clauses (e.g. clause (A)), unless
specific reference is made to the paragraph, sub-paragraph, or clause.
viii. No heading, index, title, subtitle, subheading, or marginal note of the
CONTRACT limits, alters, or affects the meaning or operation of the
CONTRACT.
53
SECTION IIIA SPECIAL TERMS AND CONDITIONS

for
MAJOR SERVICES CONTRACTS
1. SCOPE AND WARRANTIES
1.1 Performance of SCOPE

(a) CONTRACTOR will perform SCOPE efficiently and in a timely manner, and
carry out all its obligations in accordance with the CONTRACT, the
SCHEDULE OF KEY DATES, APPLICABLE LAWS, and STANDARDS OF
PRACTICE. SCOPE includes:
(i) preparing and further developing all designs, descriptions, drawings,
calculations, details, and other documents specified in the CONTRACT or
otherwise required for the performance of SCOPE or completion of
SCOPE;
(ii) providing or procuring all services, personnel, labour, tools, systems,
software, hardware, MATERIALS, CONTRACTOR EQUIPMENT,
consumables, supervision, interface management, project management
and all other things necessary, even if not specifically provided for in the
CONTRACT, to perform SCOPE and remedy any DEFECT, excluding only
COMPANY PROVIDED ITEMS;
(iii) planning, coordinating and managing the overall performance of
activities necessary for performance and completion of SCOPE;
(iv) achieving SUBSTANTIAL COMPLETION of SCOPE as evidenced by the
issuance of the SUBSTANTIAL COMPLETION CERTIFICATES by
COMPANY;
(v) completing SCOPE as evidenced by the issuance of the COMPLETION
CERTIFICATE by COMPANY;
(vi) remedying DEFECTS; and
(vii) fulfilling any other obligations under the CONTRACT.
(b) CONTRACTOR assumes full responsibility for the adequacy, stability, and
safety of all operations and methods necessary for the performance of SCOPE.
1.2 Warranties Pertaining to the Preparation for and Performance of

SCOPE
CONTRACTOR warrants that:
(i) it has the experience, capabilities, competent personnel, financial
security, personnel, and other means and facilities available to efficiently
and in a timely manner perform SCOPE and complete SCOPE;
(ii) it will perform SCOPE in accordance with the CONTRACT and, when
performed, SCOPE will be free from DEFECT;
(iii) for the purpose of the completion and the performance of SCOPE in
accordance with the CONTRACT:
54
(A) the SCOPE DESCRIPTION, the SCHEDULE OF KEY DATES, the

TECHNICAL INFORMATION (except for any RELY UPON
INFORMATION and LICENSOR TECHNICAL PACKAGES), and all
other documents relating to the SCOPE are correct, adequate,
sufficient and free from defect;
(B) any RELY UPON INFORMATION and LICENSOR TECHNICAL
PACKAGES are adequate and sufficient; and
(C) the EXECUTION PLAN and PROGRAMME, as initially prepared by
CONTRACTOR and updated in accordance with the CONTRACT, are
and will be correct, adequate and sufficient for timely completion of
SCOPE in accordance with the CONTRACT.
1.3 Warranties Pertaining to the completed SCOPE

CONTRACTOR warrants that when completed, SCOPE will:
(i) comply with all the requirements of the CONTRACT;
(ii) be fit for the purposes specified in the CONTRACT, or where no purpose
is specified, fit for the purposes reasonably inferred from the
CONTRACT;
(iii) in respect of the processes, methods of production, technology, and
services incorporated in completed SCOPE, comply with STANDARDS OF
PRACTICE applicable at the date for COMPLETION;
(iv) comply with all APPLICABLE LAWS, STANDARDS OF PRACTICE
applicable at the date for COMPLETION, approvals, and permits (unless
acted upon or used by COMPANY or any third party in a manner contrary
to any written instructions provided by the CONTRACTOR in accordance
with the CONTRACT); and
(v) be free from DEFECT.
2. PREPARATION FOR AND INITIATION OF SCOPE, REPRESENTATIVES
2.1 Preparation for Performance of SCOPE

(a) CONTRACTOR has fully informed itself with respect to all matters relevant for
the performance of SCOPE. Any failure by CONTRACTOR to take account of
any such matters will not relieve CONTRACTOR from its obligations under the
CONTRACT nor form the basis of a VARIATION.
(b) Without limiting the foregoing obligation, CONTRACTOR confirms that before
entering into the CONTRACT it has:
(i) gathered and reviewed all information necessary for the performance of
SCOPE and reviewed all parts of the CONTRACT, including the SCOPE
DESCRIPTION, the SCHEDULE OF KEY DATES, the TECHNICAL
INFORMATION, and other information provided by COMPANY, and been
afforded sufficient opportunity to ask any questions or make any inquiries
to COMPANY about such information, and has availed itself of such
opportunity to its satisfaction;
55
(ii) investigated the PROJECT SITE and all relevant topographical, subsoil,
riverbed, and seabed conditions as a prudent contractor experienced in
the types of work to be carried out under the CONTRACT and acting in
accordance with the STANDARDS OF PRACTICE; and
(iii) investigated general and local conditions and all other matters that could
affect the performance of the CONTRACT as a prudent contractor
experienced in the types of work to be carried out under the CONTRACT
and acting in accordance with the STANDARDS OF PRACTICE. These
conditions and matters include means of access, ground, climatic, sea,
river, other water and weather conditions, APPLICABLE LAWS, local
customs, fiscal and social practices, customs and availability of labour,
CONTRACTOR EQUIPMENT, MATERIALS, parts, consumables, facilities,
resources, procurement items, fuel, water, electric power and other
utilities.
2.2 TECHNICAL INFORMATION, RELY UPON INFORMATION, and

LICENSOR TECHNICAL PACKAGES
(a) COMPANY may provide TECHNICAL INFORMATION (which may include
RELY UPON INFORMATION and LICENSOR TECHNICAL PACKAGES) at the
outset or during the performance of the CONTRACT.
(b) CONTRACTOR agrees to take full consideration of TECHNICAL
INFORMATION in performing SCOPE. CONTRACTOR must obtain
COMPANYs consent to progress in writing before deviating from any
TECHNICAL INFORMATION. If CONTRACTOR deviates from TECHNICAL
INFORMATION without obtaining COMPANYs consent, such deviation will be
for CONTRACTORs account and at CONTRACTORs own risk and
CONTRACTOR will correct the deviation, unless the deviation is consented to
by COMPANY in writing.
(c) CONTRACTOR is responsible for the correctness, adequacy, sufficiency and
consistency of the TECHNICAL INFORMATION, provided that CONTRACTOR
may assume that RELY UPON INFORMATION and LICENSOR TECHNICAL
PACKAGES are correct.
(d) Except for RELY UPON INFORMATION and LICENSOR TECHNICAL
PACKAGES:
(i) CONTRACTOR warrants it has verified the correctness, adequacy and
sufficiency of TECHNICAL INFORMATION provided before the
SIGNATURE DATE for performance of SCOPE and its consistency with
other parts of TECHNICAL INFORMATION.
(ii) CONTRACTOR will notify COMPANY no later than five days (or such
longer period requested by CONTRACTOR as agreed by COMPANY in
writing) following receipt of any TECHNICAL INFORMATION after the
SIGNATURE DATE in the event that any such TECHNICAL
INFORMATION is incorrect, inadequate, insufficient, or inconsistent.
CONTRACTORs notice will identify any incorrectness, inadequacy,
insufficiency or inconsistency, providing sufficient detail for COMPANY to
56
determine the veracity of such notification. In the absence of a timely

notification the TECHNICAL INFORMATION will be deemed to be
correct, adequate, sufficient and consistent; and
(iii) CONTRACTOR will correct and supplement TECHNICAL INFORMATION
if that information is incorrect, inadequate insufficient or inconsistent
and provide such corrections and supplements to COMPANY.
(iv) COMPANY may, at its discretion, address any incorrect, inadequate,
insufficient or inconsistent TECHNICAL INFORMATION and provide
such additional or corrected TECHNICAL INFORMATION to
CONTRACTOR, and CONTRACTOR will not be entitled to a VARIATION
in connection with any corrected or additional TECHNICAL
INFORMATION provided by COMPANY unless CONTRACTOR timely
provided COMPANY the notice required by sub-article 2.2(d)(ii).
(e) With respect to RELY UPON INFORMATION and LICENSOR TECHNICAL
PACKAGES and if:
(i) provided on or before the SIGNATURE DATE, CONTRACTOR warrants it
has reviewed such RELY UPON INFORMATION and LICENSOR
TECHNICAL PACKAGES and has determined that they are adequate and
sufficient for performance of SCOPE and are consistent with other parts
of TECHNICAL INFORMATION; and
(ii) provided after the SIGNATURE DATE, CONTRACTOR will notify
COMPANY no later than 30 days (or such longer period requested by
CONTRACTOR as agreed by COMPANY) in the event that any such RELY
UPON INFORMATION or LICENSOR TECHNICAL PACKAGES are
inadequate or insufficient for the performance of SCOPE, or inconsistent
with other parts of TECHNICAL INFORMATION (and COMPANY will
then instruct CONTRACTOR how to proceed). In the absence of a timely
notification the RELY UPON INFORMATION or LICENSOR TECHNICAL
PACKAGES will be deemed to be adequate, sufficient, and consistent.
(f) CONTRACTOR agrees to keep at least one copy of any relevant TECHNICAL
INFORMATION (along with other documentation specified in the CONTRACT)
at each WORKSITE and to make it available to COMPANY or any individual
authorised by COMPANY at all times.
(g) Unless COMPANY instructs otherwise CONTRACTOR will, and will cause
other members of CONTRACTOR GROUP to, upon COMPLETION or earlier
termination of the CONTRACT:
(i) return TECHNICAL INFORMATION to COMPANY; and
(ii) destroy any electronic copies of TECHNICAL INFORMATION (except for
one electronic copy which CONTRACTOR may keep for record keeping
purposes only on a backup server not readily accessible at personnel
employee terminals, all subject to the confidentiality and intellectual
property obligations of the CONTRACT).
57
2.3 EXECUTION PLAN and PROGRAMME

(a) CONTRACTOR has prepared an EXECUTION PLAN and a PROGRAMME in
order to achieve performance of SCOPE in accordance with the CONTRACT
(including the SCHEDULE OF KEY DATES). CONTRACTOR will perform
SCOPE in accordance with the EXECUTION PLAN and the PROGRAMME,
provided that these must conform to the requirements of the CONTRACT.
(b) Should CONTRACTOR deviate from the EXECUTION PLAN or the
PROGRAMME without COMPANYS consent, then:
(i) such deviation will be at CONTRACTORs own risk and CONTRACTOR
will be responsible for any related costs and delays; and
(ii) CONTRACTOR must notify COMPANY of and must correct such
deviation, unless instructed otherwise by COMPANY.
(c) CONTRACTOR will use the PROGRAMME as the basis for progress reporting,
scheduling, forecasting and controlling the performance of SCOPE. Should
CONTRACTOR deviate from the PROGRAMME, such deviation will be at
CONTRACTORs own risk until such work is consented to in writing by
COMPANY. COMPANY may rely on the dates set out in the PROGRAMME.
(d) CONTRACTOR will revise and update the EXECUTION PLAN and
PROGRAMME from time to time or as directed by COMPANY, including as
necessary to incorporate VARIATIONS, reconcile actual progress with the
anticipated schedule, and account for other events affecting SCOPE.
CONTRACTOR will provide the revised and updated EXECUTION PLAN and
PROGRAMME to COMPANY for review and consent to progress.
2.4 Permits, Regulatory Approvals, Licenses, Authorisations and Approvals

(a) COMPANY has obtained or will obtain the permits and approvals specifically
identified in the TECHNICAL INFORMATION or elsewhere in the CONTRACT.
(b) CONTRACTOR will obtain and maintain all other permits, regulatory
approvals, licenses, authorisations and approvals required for the
performance of SCOPE in accordance with the PROGRAMME and SCHEDULE
OF KEY DATES.
(c) COMPANY and CONTRACTOR will each reasonably assist the other for the
purpose of obtaining and maintaining the required permits and approvals in a
timely manner.
(d) CONTRACTOR will not take or omit to take any action that violates or
jeopardises any required permit or approval.
2.5 Access to the PROJECT SITE and Conduct at WORKSITES

(a) COMPANY will give CONTRACTOR access to the PROJECT SITE no later than
the date set out in the CONTRACT. If no date has been set out, COMPANY will
give CONTRACTOR access to the PROJECT SITE when reasonably required
for the performance of SCOPE. CONTRACTORs access to the PROJECT SITE
is on a non-exclusive basis.
58
(b) If COMPANY has possession and control of the PROJECT SITE, CONTRACTOR
will comply with the procedures for PROJECT SITE access management and
control as described in the COMPANYs safety and security policies.
(c) If CONTRACTOR GROUP has possession or control of a WORKSITE,
CONTRACTOR will permit access to the WORKSITE to COMPANY and other
PERSONS authorised by COMPANY, including OTHER CONTRACTORS
engaged by COMPANY. CONTRACTOR will develop and comply with SCOPE
specific procedures for WORKSITE safety, access management, and control
which, as a minimum, comply with COMPANYs safety and security policies.
(d) CONTRACTOR agrees to maintain and leave all WORKSITES in a clean, tidy,
and orderly condition at all times during the performance of SCOPE.
(e) Upon SUBSTANTIAL COMPLETION or before departure from the PROJECT
SITE or any other WORKSITE, CONTRACTOR will, unless other directions are
given by COMPANY:
(i) prepare an inventory of and return to COMPANY any surplus COMPANY
PROVIDED ITEMS;
(ii) deliver to COMPANY any surplus MATERIALS of which COMPANY has
explicitly specified the quantities to be delivered by CONTRACTOR under
the CONTRACT and that were not incorporated into SCOPE;
(iii) remove all other MATERIALS and CONTRACTOR EQUIPMENT; and
(iv) leave the site clean and free of any debris and waste. CONTRACTOR will
dispose of waste and debris in compliance with APPLICABLE LAWS and
HSSE STANDARDS. Waste includes any unusable or unwanted
materials or substances irrespective of whether they have any value.
2.6 Access to COMPANY Systems, Information, or Infrastructure

In the event that performance of SCOPE requires CONTRACTOR or
CONTRACTOR PERSONNEL to access COMPANY GROUPs information,
information technology, or resources (including COMPANYs infrastructure),
CONTRACTOR will sign and comply with COMPANYs standard terms and
conditions of access and security, unless other terms applicable to the
CONTRACT were agreed on by the parties in writing.
2.7 COMPANY REPRESENTATIVE

(a) COMPANY has appointed a COMPANY REPRESENTATIVE in Section I of the
CONTRACT to represent COMPANY in all matters under the CONTRACT.
COMPANY may change COMPANY REPRESENTATIVE at any time and will
notify CONTRACTOR in writing thereof. COMPANY REPRESENTATIVE may
delegate any of his/her responsibilities to a nominated deputy and will notify
CONTRACTOR in writing thereof.
(b) COMPANY REPRESENTATIVE, or his or her nominated deputy, will notify
CONTRACTOR of all information, instructions and decisions of COMPANY. All
information, instructions and decisions from COMPANY REPRESENTATIVE, or
his or her nominated deputy, will be as if from COMPANY and will commit
59
COMPANY. Only COMPANY REPRESENTATIVE, or his or her nominated

deputy, is authorized to receive on behalf of COMPANY notifications,
information and decisions of the CONTRACTOR under the CONTRACT.
(c) COMPANY REPRESENTATIVE and individuals designated by him will have
access at all reasonable times to any WORKSITE and CONTRACTOR will
afford every facility and assistance in obtaining the right of access.
(d) Except as expressly stated in the CONTRACT, COMPANY REPRESENTATIVE
has no powers to amend the CONTRACT or to relieve the CONTRACTOR from
any of its obligations.
2.8 CONTRACTOR REPRESENTATIVE

(a) CONTRACTOR has appointed a CONTRACTOR REPRESENTATIVE in Section I
of the CONTRACT to represent CONTRACTOR in all matters under the
CONTRACT. CONTRACTOR will not replace CONTRACTOR
REPRESENTATIVE or delegate any of his/her responsibilities to a nominated
deputy without the prior written approval of COMPANY.
(b) CONTRACTOR REPRESENTATIVE, or his or her nominated deputy, will notify
COMPANY of all information, instructions and decisions of CONTRACTOR. All
information, instructions and decisions from CONTRACTOR
REPRESENTATIVE, or his or her nominated deputy, will be as if from
CONTRACTOR and will commit CONTRACTOR. Only CONTRACTOR
REPRESENTATIVE, or his or her nominated deputy, is authorized to receive on
behalf of CONTRACTOR notifications, information and decisions of the
COMPANY under the CONTRACT.
(c) Except as expressly stated in the CONTRACT, CONTRACTOR
REPRESENTATIVE has no powers to amend the CONTRACT or to relieve the
COMPANY from any of its obligations.
3. EXECUTION OF SCOPE
3.1 Timeliness
(a) CONTRACTOR will commence performing SCOPE at the date set out in the
CONTRACT, unless instructed otherwise by COMPANY.
(b) CONTRACTOR will perform SCOPE:
(i) so that all obligations will be achieved on or before the dates set out in
the SCHEDULE OF KEY DATES;
(ii) in accordance with the PROGRAMME; and
(iii) with all due diligence and without delay.
(c) Where no specific time for performance is provided, any obligation will be
completed in a timely manner considering COMPANYs requirements and
instructions to achieve performance of SCOPE in accordance with the
SCHEDULE OF KEY DATES.
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(d) CONTRACTOR is responsible for all ordering, scheduling, progress reporting,

progress control, forecasting, planning and other activities required to
perform SCOPE in a timely manner and to control progress.
(e) Without prejudice to CONTRACTORs obligation to perform on time,
CONTRACTOR will give COMPANY prompt notice in writing if any delay in the
performance of SCOPE has occurred or is foreseen for any reason.
(f) If the progress of SCOPE is delayed so that the SCHEDULE OF KEY DATES
may not be met or if SCOPE is performed later than prescribed by the current
PROGRAMME, CONTRACTOR will on its initiative, or on instruction of
COMPANY:
(i) propose how CONTRACTOR will recover the delays or otherwise ensure
that the SCHEDULE OF KEY DATES will be met and implement those
measures;
(ii) update the PROGRAMME; and
(iii) without prejudice to any LIQUIDATED DAMAGES for delay and any other
remedies of COMPANY, compensate COMPANY for any costs incurred by
COMPANY to reschedule its own activities or scope to be performed by
OTHER CONTRACTORS in connection with the adjusted PROGRAMME
unless the cause of the adjusted PROGRAMME entitles CONTRACTOR to
a VARIATION.
(g) Notwithstanding the preceding paragraph above, if CONTRACTOR fails to
satisfactorily complete any of the items listed in the SCHEDULE OF KEY
DATES by the relevant date and LIQUIDATED DAMAGES for such delay have
been included in the CONTRACT for such failure, the CONTRACTOR will pay
to COMPANY the LIQUIDATED DAMAGES specified for delay.
3.2 Conformity with CONTRACT, Correction of SCOPE, and Quality Control

and Assurance
(a) CONTRACTOR will perform SCOPE in conformity with the CONTRACT,
including any quality control, assurance, and management requirements.
CONTRACTOR will develop and comply with SCOPE specific procedures for
quality control, assurance, and management, which as a minimum must
comply with COMPANYs requirements set out in the CONTRACT.
(b) COMPANY has the right to reject any SCOPE that is not in accordance with
the CONTRACT, including for any DEFECT or other non-conformity with
quality control, assurance, and quality management requirements.
(c) If any part of SCOPE has a DEFECT or otherwise does not conform to the
requirements of the CONTRACT (including as identified by CONTRACTOR,
upon unsuccessful test results or upon rejection by COMPANY):
(i) CONTRACTOR will promptly correct and remedy any such DEFECT or
non-conformity; and
(ii) COMPANY may, after notice to CONTRACTOR, correct any such DEFECT
or non-conformity itself or arrange for third parties to remedy any such
DEFECT or non-conformity at CONTRACTORs risk and expense, if
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CONTRACTOR is not able to, or does not promptly and in a continuous,

diligent, and expeditious manner, carry out all work necessary to correct
and remedy any DEFECT or non-conformity. COMPANY is entitled to
recover from CONTRACTOR all costs incurred by COMPANY related to
the remedy of such DEFECTS or non-conformities.
3.3 Verification and Inspection

(a) CONTRACTOR will provide access at all WORKSITES to COMPANY to test,
inspect, verify and examine SCOPE, including MATERIALS and CONTRACTOR
EQUIPMENT, together with all relevant BOOKS AND RECORDS.
(b) CONTRACTOR will carry out all tests and inspections detailed in the
CONTRACT. If required by the CONTRACT or COMPANY, CONTRACTOR will
test, inspect, or retest and re-inspect MATERIALS, CONTRACTOR
EQUIPMENT, or any part of SCOPE in order to confirm that the requirements
of the CONTRACT are met. CONTRACTOR will deliver to COMPANY copies of
all test records and inspection reports within 14 days after the test or
inspection (or such longer period requested by CONTRACTOR as agreed by
COMPANY).
(c) CONTRACTOR will deliver to COMPANY copies of all test records and
inspection reports within 14 days after the test or inspection (or such longer
period requested by CONTRACTOR as agreed by COMPANY).
(d) CONTRACTOR will notify COMPANY of any test or inspection no later than 14
days before the test or inspection is planned to take place. COMPANY and
persons designated by COMPANY may witness any test or inspection carried
out by CONTRACTOR.
(e) For the purposes of inspection, no part of SCOPE will be put out of view,
painted, covered up, or otherwise restricted in access without the consent of
COMPANY (which will not be unreasonably withheld or delayed).
CONTRACTOR agrees to provide reasonable notice to COMPANY in order to
permit the inspection of any part of SCOPE that will be put out of view or
covered up. COMPANY will nonetheless have the right to have completed or
covered SCOPE exposed and to perform inspections and have diagnostic tests
performed on it.
(f) If SCOPE has a DEFECT or otherwise does not comply with the CONTRACT,
CONTRACTOR will perform additional tests or inspections as required by
COMPANY to ensure that there are no similar parts of SCOPE that do not
comply with the requirements of the CONTRACT.
(g) COMPANY may arrange and conduct tests and inspections if CONTRACTOR
fails to comply with its obligations under the CONTRACT. COMPANY is
entitled to recover from CONTRACTOR all costs incurred by COMPANY in
carrying out such tests and inspections.
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3.4 CONTRACTORs Documentation Supporting SCOPE

(a) Upon COMPANYs request CONTRACTOR will deliver to COMPANY all BOOKS
AND RECORDS and, if applicable, software, reasonably required for
COMPANY to:
(i) confirm compliance of SCOPE with the requirements of the CONTRACT;
(ii) verify the accuracy of all invoices from CONTRACTOR;
(iii) make use of SCOPE and make use of, operate, maintain, repair,
dismantle, reassemble and adjust all parts of the completed SCOPE; and
(iv) otherwise make full use of SCOPE.
(b) CONTRACTOR represents that information delivered by CONTRACTOR
GROUP as SCOPE or in connection with SCOPE will be complete, accurate,
and up to date (including information prepared for COMPANY GROUP to
supply to others). CONTRACTOR acknowledges that that information may be
used by COMPANY GROUP in accordance with the CONTRACT.
(c) CONTRACTOR will maintain all information provided as SCOPE or related to
SCOPE in a secure location and will, on COMPANYs request, deliver all such
information to COMPANY in a machine readable and searchable format that is
compatible with COMPANYs systems and, if requested by COMPANY, in
native electronic format.
3.5 Additional Requirements for SCOPE

(a) In connection with providing any SCOPE, CONTRACTOR will not utilise or
incorporate any unproven design, device, or technology without the prior
written approval of COMPANY.
(b) In performance of SCOPE, CONTRACTOR will:
(i) keep accurate BOOKS AND RECORDS; and
(ii) pay all its SUBCONTRACTORS in a timely manner.
4. MATERIALS, CONTRACTOR EQUIPMENT, AND COMPANY PROVIDED

ITEMS
4.1 MATERIALS
(a) CONTRACTOR will provide as part of the PROGRAMME a comprehensive
overview of the MATERIALS required for the completion of the SCOPE, whilst
taking into account:
(i) the requirements set out in this CONTRACT; and
(ii) the BDEP, TECHNICAL INFORMATION, and further design and execution
requirements arising out of the CONTRACT.
(b) CONTRACTOR warrants that all MATERIALS (and parts thereof) provided by
CONTRACTOR GROUP are:
(i) new and unused;
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(ii) not deleterious or sub-standard;

(iii) not counterfeit or otherwise provided without legal right or authority;
(iv) of good quality and workmanship;
(v) of correct design and within the specifications set out in the CONTRACT,
or if no such specifications exist, suitable for the use stated or reasonably
inferred from the CONTRACT; and
(vi) otherwise in accordance with the CONTRACT and APPLICABLE LAWS.
(c) Where samples are required by the CONTRACT, CONTRACTOR must provide
samples of MATERIALS before they are incorporated into SCOPE. In addition,
CONTRACTOR will provide samples not specified in the CONTRACT where
requested by COMPANY, which will be treated as a VARIATION.
(d) CONTRACTOR agrees to:
(i) comply with all procedures, including obtaining import licences,
designated by any relevant AUTHORITIES for the import of MATERIALS
into the country of any WORKSITE;
(ii) comply with all APPLICABLE LAWS with regard to the movement of
MATERIALS and execution of SCOPE, wherever it may be performed;
and
(iii) promptly take receipt of MATERIALS at the point of entry into the
country where any WORKSITE is located and be responsible for the
proper unloading, handling and transportation of MATERIALS to the
relevant WORKSITE and between WORKSITES.
4.2 Ownership of MATERIALS

(a) CONTRACTOR transfers ownership of all MATERIALS provided by
CONTRACTOR GROUP for incorporation into SCOPE upon the earlier of:
(i) payment by COMPANY for the relevant MATERIALS; or
(ii) delivery to the WORKSITE (or other location directed by COMPANY) of
the relevant MATERIALS.
(b) CONTRACTOR warrants good title to all MATERIALS and warrants that
COMPANYs title to SCOPE and MATERIALS will be absolute and free of
defects. CONTRACTOR will execute any document or take further action in
order to vest the title in COMPANY. CONTRACTOR will INDEMNIFY
COMPANY, its successors, and assigns for all defects in title to MATERIALS
and SCOPE.
(c) CONTRACTOR will properly mark and identify any MATERIALS owned by
COMPANY as COMPANY property. As far as possible all such MATERIALS will
be segregated from other property.
(d) Title in any MATERIALS will re-vest immediately in CONTRACTOR if the
MATERIALS:
(i) do not comply with the requirements of the CONTRACT and are rejected
by COMPANY; or
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(ii) are no longer required for the purposes of the CONTRACT and are not
surplus MATERIALS of which COMPANY has explicitly specified the
quantities to be delivered by CONTRACTOR under the CONTRACT.
(e) Before COMPLETION, CONTRACTOR will notify COMPANY of all surplus
MATERIALS and surplus COMPANY PROVIDED ITEMS. COMPANY has the
right of first refusal to buy any surplus MATERIALS that are not to be
delivered to COMPANY under any other provision of the CONTRACT. If
requested by COMPANY, CONTRACTOR agrees to assist COMPANY in
purchasing or selling surplus MATERIALS or selling of surplus COMPANY
PROVIDED ITEMS.
4.3 CONTRACTOR EQUIPMENT

(a) CONTRACTOR will ensure that all CONTRACTOR EQUIPMENT used by
CONTRACTOR is in accordance with:
(i) the CONTRACT, including COMPANYs requirements with regard to
quality, quantity, and specifications; and
(ii) APPLICABLE LAWS.
(b) CONTRACTOR EQUIPMENT will be allocated exclusively for SCOPE and will
not be removed from the WORKSITE without the prior agreement of
COMPANY.
4.4 COMPANY PROVIDED ITEMS

(a) COMPANY will provide COMPANY PROVIDED ITEMS at its own cost as of the
dates set out in the CONTRACT or such other dates as may be agreed in
writing.
(b) CONTRACTOR is responsible for requesting, scheduling, receiving, unloading,
and handling COMPANY PROVIDED ITEMS with all due care and diligence to
safeguard and avoid loss or damage to COMPANY PROVIDED ITEMS.
(c) CONTRACTOR will have care, custody and control of COMPANY PROVIDED
ITEMS from receipt thereof and will provide suitable and safe storage as well
as maintenance.
(d) CONTRACTOR will visually inspect all COMPANY PROVIDED ITEMS, check all
supporting documentation, and notify COMPANY of any discrepancy or
damage within three days of receipt. In the absence of any notification, all
COMPANY PROVIDED ITEMS will be deemed to have been delivered in a
complete and undamaged state except for any discrepancy or damage that
could not have been discovered by a visual inspection.
(e) CONTRACTOR will keep a monthly inventory of the receipt, location, use and
return of all COMPANY PROVIDED ITEMS.
(f) Any COMPANY PROVIDED ITEMS remain the property of COMPANY and will
not be used by CONTRACTOR for any purpose other than for the CONTRACT.
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4.5 Import and Export

(a) CONTRACTOR will import and export all or part of SCOPE , COMPANY
PROVIDED ITEMS (unless otherwise directed by the COMPANY and if so
CONTRACTOR agrees to provide reasonable assistance to COMPANY in
respect of importing and exporting any COMPANY PROVIDED ITEMS),
MATERIALS, CONTRACTOR EQUIPMENT, and any other items required for
the performance of SCOPE. In connection therewith, CONTRACTOR agrees to:
(i) develop, in cooperation with AUTHORITIES, appropriate customs
procedures;
(ii) comply with import procedures designated by AUTHORITIES; and
(iii) obtain licenses, permits and consents; and
(iv) pay duties, other taxes and costs on import and export when due.
(b) CONTRACTOR agrees to assist COMPANY to identify and obtain any
reductions or relief from import and export duties or taxes on COMPANY
PROVIDED ITEMS.
5. CONTRACTOR PERSONNEL
5.1 Supply of CONTRACTOR PERSONNEL

(a) CONTRACTOR will only use CONTRACTOR PERSONNEL who are competent,
properly qualified, skilled, suitably trained, and experienced in accordance for
the SCOPE they are required to perform as required by the CONTRACT and in
accordance with STANDARDS OF PRACTICE.
(b) CONTRACTOR will ensure that CONTRACTOR PERSONNEL have all relevant
qualifications and experience and comply with all requirements of
APPLICABLE LAWS and the CONTRACT.
(c) CONTRACTOR will for CONTRACTOR PERSONNEL obtain entry credentials
and perform security background checks including screening against relevant
governmental lists to ensure that any CONTRACTOR PERSONNEL engaged in
the performance of the SCOPE is not a RESTRICTED PARTY and is authorized
to work in the jurisdiction of any WORKSITE to which the personnel is
assigned.
(d) CONTRACTOR may use AGENCY PERSONNEL only to the maximum
percentage of job-hours agreed by COMPANY in writing.
(e) CONTRACTOR is responsible for CONTRACTOR PERSONNEL, including the
direction, transport, payment of salary and other remunerations, board,
lodging, and permits which may be required. CONTRACTOR INDEMNIFIES
COMPANY GROUP for LIABILITIES resulting from the failure by any member
of CONTRACTOR GROUP to pay or timely pay any salary or other
remunerations to CONTRACTOR PERSONNEL.
(f) If requested by COMPANY and to the extent permitted by APPLICABLE LAWS,
CONTRACTOR will supply to COMPANY other information in connection with
SCOPE relating to industrial relations with CONTRACTOR PERSONNEL
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engaged to perform SCOPE, including minimum rates of pay, allowances,

amenities, working hours, periods of unpaid leave, and overtime.
5.2 Removal of CONTRACTOR PERSONNEL

(a) In addition to removal of CONTRACTOR PERSONNEL for violations of
APPLICABLE LAWS or HSSE STANDARDS as elsewhere provided in the
CONTRACT, COMPANY may instruct CONTRACTOR to remove from the
WORKSITE or the performance of SCOPE any CONTRACTOR PERSONNEL
who in COMPANYs opinion is:
(i) incompetent or negligent in the performance of any SCOPE;
(ii) engaged in activities which are contrary or detrimental to the interests of
COMPANY; or
(iii) in violation of APPLICABLE LAWS by their work or presence at a
WORKSITE.
(b) Upon COMPANYS direction, CONTRACTOR will promptly remove any such
CONTRACTOR PERSONNEL from the WORKSITE or from other activities
related to SCOPE. Any CONTRACTOR PERSONNEL removed for any of the
above reasons will not be engaged again by the CONTRACTOR in SCOPE or
on any other contracts for COMPANY or its AFFILIATES.
(c) CONTRACTOR will provide a suitable replacement at CONTRACTORS cost for
any such removed CONTRACTOR PERSONNEL as soon as possible. Any such
replacement will be subject to COMPANYs prior consent to progress.
5.3 KEY PERSONNEL and Supervisory CONTRACTOR PERSONNEL

(a) KEY PERSONNEL engaged in the performance of the CONTRACT will be set
out in the CONTRACT or otherwise agreed between COMPANY and
CONTRACTOR. The CONTRACTOR will not withdraw or replace KEY
PERSONNEL without the written consent of COMPANY, which consent will not
to be unreasonably withheld. CONTRACTOR will pay any LIQUIDATED
DAMAGES specified by the CONTRACT for unapproved withdrawal or
replacement of KEY PERSONNEL.
(b) CONTRACTOR will ensure that KEY PERSONNEL and supervisory
CONTRACTOR PERSONNEL read, write, and speak fluent English.
6. INTERFACES and REVIEWS BY COMPANY
6.1 Cooperation and Interfaces with OTHER CONTRACTORS

(a) CONTRACTOR will plan and conduct its activities at WORKSITES so as to
avoid unreasonable interference with the activities of COMPANY and OTHER
CONTRACTORS.
(b) CONTRACTOR will liaise with COMPANY and OTHER CONTRACTORS, where
interfaces exist between SCOPE and the other activities of COMPANY and
OTHER CONTRACTORS. CONTRACTOR will in a timely manner make
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information available to and request information from COMPANY and OTHER

CONTRACTORS.
(c) In addition to the obligations otherwise described in the CONTRACT,
CONTRACTOR will as part of the SCOPE:
(i) plan, co-ordinate, programme and integrate the performance of SCOPE
with the activities of OTHER CONTRACTORS so as to complete SCOPE in
accordance with the SCHEDULE OF KEY DATES;
(ii) liaise, consult, and co-operate with OTHER CONTRACTORS including the
preparation of joint programmes, method statements, co-ordination
drawings, and specifications;
(iii) plan and call for co-ordination meetings no less frequently than as
provided for in the CONTRACT and in any event in a timely manner
where relevant for the performance of SCOPE to review and determine
co-ordinated activities for the management of interfaces with OTHER
CONTRACTORS;
(iv) refrain from carrying out any operation on the PROJECT SITE in a
manner which is likely to cause damage or inconvenience to the activities
of OTHER CONTRACTORS;
(v) take all necessary steps to protect SCOPE from damage caused by
OTHER CONTRACTORS; and
(vi) co-operate with OTHER CONTRACTORS so as to promote and foster a
co-ordinated and integrated approach between SCOPE and the activities
of OTHER CONTRACTORS.
(d) In case of disputes with OTHER CONTRACTORS, CONTRACTOR will ensure
proper escalation and other necessary actions within its organisation in order
to resolve the disputes timely so as not to adversely affect performance of
SCOPE in accordance with the SCHEDULE OF KEY DATES.
6.2 Coordination and Interfaces with AUTHORITIES and COMPANY

GROUP
(a) COMPANY will on all matters pertaining to SCOPE:
(i) act as prime initiator and co-ordinator of contact with AUTHORITIES and
other members of COMPANY GROUP;
(ii) provide appropriate procedures to be used for any contact with such
AUTHORITIES; and
(iii) arrange for technical representation at meetings with AUTHORITIES and
certification or notified bodies when required.
(b) CONTRACTOR will not communicate with AUTHORITIES or other members of
COMPANY GROUP on matters related to SCOPE without COMPANYS prior
written approval. CONTRACTOR will, in cases of any such communications,
report to COMPANY the full content thereof.
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6.3 Review of Documents by COMPANY

(a) Where the CONTRACT specifies that CONTRACTOR will deliver a document
for consent to progress SCOPE:
(i) CONTRACTOR will deliver the document to COMPANY in accordance
with the CONTRACT and the PROGRAMME, and in a manner and with
sufficient supporting information as necessary to allow COMPANY to
review and analyse such document;
(ii) COMPANY will review such document and will inform CONTRACTOR of
its comments, if any, and whether or not CONTRACTOR may proceed on
basis of such document within the time specified by COMPANY for the
task or alternatively inform CONTRACTOR that more time is required;
(iii) CONTRACTOR will update such document to take account of
COMPANYs comments and re-issue such document again for review in
accordance with this Article; and
(iv) CONTRACTOR may not proceed with the relevant part of SCOPE until
COMPANY has given its consent to CONTRACTOR to progress on the
basis of the relevant document. Any SCOPE performed without
COMPANY consent shall be at CONTRACTORs own risk and expense
unless and until such activities by CONTRACTOR are consented to in
writing by COMPANY.
(b) Where the CONTRACT specifies that CONTRACTOR will deliver a document
for review, but where consent to progress is not required, CONTRACTOR will
follow the process outlined above, except that CONTRACTOR may proceed
with the relevant part of SCOPE after the time period for review has elapsed,
unless COMPANY has provided comments requiring further actions by
CONTRACTOR before proceeding.
(c) Where the CONTRACT specifies that CONTRACTOR will provide a document
for information and neither review nor consent to progress is required,
CONTRACTOR may proceed with the relevant part of SCOPE after providing
the document, but COMPANY retains its rights to review the document and
require it be re-issued where necessary.
(d) CONTRACTOR acknowledges that the above process for reviewing,
commenting, and correcting of documents is part of SCOPE and is not in itself
cause for a VARIATION.
6.4 COMPANY Instructions

COMPANY has the right to issue instructions to CONTRACTOR on all matters
related to the CONTRACT. CONTRACTOR will comply with those instructions.
6.5 Reviews by COMPANY

CONTRACTOR is not relieved of any obligation under the CONTRACT, by any
review, approval, consent to progress, certificate, advice, and the like,
provided (or omitted) by COMPANY or its representatives (whether in writing
or not), or any inspection or witnessing of tests.
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6.6 Electronic Progress and Payment Tools and Services

COMPANY may use certain electronic tools and services in connection with
the CONTRACT, including for notifications, invoicing, payment, and other
related transactions. CONTRACTOR will use those tools and services
identified in the CONTRACT or otherwise by COMPANY and make its
information technology systems compatible with these tools and services.
Where the tools and services are facilitated by a third party provider,
CONTRACTOR will enter into contracts with the relevant provider, unless
these are COMPANY PROVIDED ITEMS.
6.7 COMPANYs framework agreements

(a) COMPANY or AFFILIATES of COMPANY have framework agreements in place
with third party contractors for purchasing goods and services, which may
permit CONTRACTOR to call off under such framework agreements.
(b) CONTRACTOR will utilise these framework agreements where specified as a
part of SCOPE.
(c) COMPANY and CONTRACTOR will reasonably cooperate to utilise these
framework agreements after the SIGNATURE DATE where parties identify
opportunities to improve or decrease costs of SCOPE.
(d) Any call off by CONTRACTOR under framework agreements will be deemed a
SUBCONTRACT.
(e) CONTRACTOR is not relieved of any obligation to COMPANY, and will remain
fully responsible for the performance of its SUBCONTRACTORS, in connection
with SCOPE by virtue of using COMPANYs framework agreements.
(f) CONTRACTOR is responsible for and will have no claim against COMPANY or
any AFFILIATE of COMPANY in connection with using such COMPANYs
framework agreements, including the negotiation of call offs, failure to enter
into SUBCONTRACTS thereunder (in a timely manner or at all), any of the
terms and conditions of such SUBCONTRACTS, termination of such
SUBCONTRACTS or failure by the SUBCONTRACTOR to perform under such
SUBCONTRACTS.
7. CONSIDERATION, PAYMENT, AND INVOICING
7.1 Consideration
(a) In consideration of the execution and due performance of the obligations by
CONTRACTOR under the CONTRACT, COMPANY will pay the CONTRACT
PRICE to CONTRACTOR at the times, in the manner, and in the currency
specified in the SCHEDULE OF PRICES and in this Article.
(b) The CONTRACT PRICE includes all costs, expenses and TAXES in connection
with the CONTRACT except for INDIRECT TAXES.
(c) CONTRACTOR confirms that:
(i) it has satisfied itself as to the correctness and sufficiency of the
CONTRACT PRICE before entering into the CONTRACT; and
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(ii) the CONTRACT PRICE covers all things required to be supplied or

performed under the CONTRACT.
(d) CONTRACTOR will within three months after COMPLETION deliver to
COMPANY a final statement of any amounts CONTRACTOR considers itself
entitled. COMPANY will review such statement and confirm whether it agrees
to the statement or not. CONTRACTOR is not entitled to payment above the
amounts set out in the agreed final statement. Nevertheless, COMPANY may
make payment at its discretion.
7.2 Invoicing and Payment

(a) CONTRACTOR will invoice the CONTRACT PRICE to COMPANY when and for
the amounts set out in or determined in accordance with the SCHEDULE OF
PRICES. Unless specified otherwise in the SCHEDULE OF PRICES,
CONTRACTOR will invoice COMPANY within 30 days after the relevant
milestone occurs or invoicing period. CONTRACTOR will send the invoice to
the address specified by COMPANY.
(b) CONTRACTOR will ensure that the invoice provides (as required by the
SCHEDULE OF PRICES or otherwise reasonably required by COMPANY):
(i) the individual amounts under each of the headings of the SCHEDULE OF
PRICES; and
(ii) all supporting documentation.
(c) COMPANY will pay CONTRACTOR any undisputed amount within [**days]
after receipt of a correct and adequately supported invoice. An invoice is
considered unsupported when COMPANY cannot reasonably verify the
legitimacy or accuracy of the invoice using the information provided by
CONTRACTOR or if the supporting documentation is incomplete.
(d) Payment of an invoice does not affect the rights of the PARTIES under the
CONTRACT and does not constitute:
(i) an accord and satisfaction, or
(ii) evidence that SCOPE was performed in accordance with the CONTRACT.
7.3 Disputed Invoices and Adjustments

(a) If COMPANY disputes an invoice, COMPANY may withhold payment of any
disputed part of an invoice, and CONTRACTOR will on COMPANYS request:
(i) raise a credit note for the disputed part prior to payment of the invoice;
or
(ii) place disputed and undisputed items onto separate invoices and
COMPANY will pay the undisputed amount only.
(b) COMPANY and CONTRACTOR will endeavour to promptly resolve any
disputes regarding invoices.
(c) CONTRACTOR will cancel the disputed invoice or submit a corrected invoice
within [**days] where merited by the determination of the dispute.
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(d) COMPANY is entitled to claim reimbursement for overpayments whether due

to COMPANYs or CONTRACTORs error, or for any other reason.
7.4 Set off and withholding

(a) COMPANY may, on notice to CONTRACTOR:
(i) set off any LIABILITY from CONTRACTOR with any amounts due or
future payments by COMPANY arising out of the CONTRACT or any other
agreement between COMPANY and CONTRACTOR. To accomplish a set
off, COMPANY may convert or exchange any currency using reputable
exchange rate references; and
(ii) withhold sufficient amounts to protect COMPANY from any LIABILITIES
incurred by COMPANY or to be incurred by COMPANY as a result of
CONTRACTORS failure to comply with the CONTRACT or any other
agreement between COMPANY and CONTRACTOR.
(b) Any exercise by COMPANY of its rights under this provision will be without
prejudice to any other rights or remedies available to COMPANY.
8. VARIATIONS
8.1 General
(a) The SCOPE, CONTRACT PRICE and SCHEDULE OF KEY DATES are fixed and
not subject to change except in case of VARIATIONS for which COMPANY has
issued a VARIATION ORDER. CONTRACTOR waives any rights to payment in
excess of or in addition to the CONTRACT PRICE and to extension of any
period included in the SCHEDULE OF KEY DATES, except by means of
VARIATION ORDERS.
(b) CONTRACTOR will comply with all VARIATION ORDERS. CONTRACTOR will
not undertake any change to the SCOPE or the SCHEDULE OF KEY DATES
unless:
(i) COMPANY has issued a VARIATION ORDER; or
(ii) COMPANY instructs CONTRACTOR otherwise for any reasons and even if
potential adjustments to the CONTRACT PRICE or SCHEDULE OF KEY
DATES not having been determined.
(c) CONTRACTOR acknowledges COMPANYs interests in being timely and fully
informed if CONTRACTOR considers that an event occurred that entitles
CONTRACTOR to a VARIATION. CONTRACTOR accepts that complying with
the notices, periods and other requirements in this Article (including in
respect of VARIATION REQUESTS and VARIATION ASSESSMENTS) are
conditions precedent to CONTRACTORS right to any VARIATION. In case of
non-compliance CONTRACTOR will be deemed to have waived any right to
claim a VARIATION, notwithstanding any prior course of conduct between the
parties, verbal indication of COMPANYs approval of a VARIATION, or
CONTRACTORs completion of the work made the subject of the VARIATION
REQUEST.
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(d) CONTRACTOR will keep BOOKS AND RECORDS to provide documentary

evidence justifying the actual costs or delay incurred by CONTRACTOR in
connection with the SCOPE forming the basis for the alleged VARIATION and
CONTRACTOR will deliver such BOOKS AND RECORDS to COMPANY at
COMPANYS request. Any failure may result in rejection of a VARIATION
REQUEST or VARIATION ASSESSMENT.
(e) CONTRACTOR will use best endeavours to minimise and mitigate any increase
of the CONTRACT PRICE and any adverse impact on the SCHEDULE OF KEY
DATES in connection with VARIATIONS.
(f) VARIATIONS are considered part of and will be governed by the CONTRACT.
(g) Unless explicitly set out elsewhere in the CONTRACT, any VARIATION will
constitute full and final settlement and accord and satisfaction of all effects of
the SCOPE made the subject of the VARIATION, and will be deemed to
compensate CONTRACTOR fully for the consequences of the SCOPE made the
subject of the VARIATION. CONTRACTOR will not be entitled to claim a
VARIATION for or factor into any adjustment of the CONTRACT PRICE or the
SCHEDULE OF KEY DATES the cumulative effect of prior VARIATIONS or
instructions from COMPANY.
8.2 COMPANY instructions

(a) COMPANY may at any time instruct CONTRACTOR to do and CONTRACTOR
will do any of the following:
(i) make any revision to SCOPE, including additions, substitutions, and
changes in quality, form, character, kind, position, dimension, level, or
line, and changes in any method of execute specified by COMPANY;
(ii) revise any part of SCOPE already completed in accordance with the
CONTRACT;
(iii) delete any part of SCOPE which is not completed. COMPANY is entitled
to perform any deleted part of SCOPE itself or have it performed by
others;
(iv) accelerate SCOPE to recover delays that otherwise would have qualified
as an event that entitles CONTRACTOR to an adjustment of the
SCHEDULE OF KEY DATES;
(v) amend the SCHEDULE OF KEY DATES, or the PROGRAMME as required
by COMPANY;
(vi) correct incorrect RELY UPON INFORMATION or LICENSOR
TECHNICAL PACKAGES;
(vii) return COMPANY PROVIDED ITEMS or remove MATERIALS,
CONTRACTOR EQUIPMENT and surplus MATERIALS not the property of
COMPANY under Article 2.5 (d) of Section IIIA;
(viii) use COMPANY PROVIDED ITEMS that were not specified in the
CONTRACT;
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(ix) provide samples of MATERIALS that were not required in the

CONTRACT; and
(x) reduce SCOPE for convenience in accordance with paragraph 5.1 (d) of
Section IIIB.
(b) The adjustment (if any) of the CONTRACT PRICE and SCHEDULE OF KEY
DATES as a result of instructions by COMPANY to revise SCOPE as referred to
in this sub-article will be determined in accordance with this Article.
8.3 Adjustment of the CONTRACT PRICE

(a) The CONTRACT PRICE is subject to adjustment only if any of the following
events occur:
(i) any instructions by COMPANY to revise SCOPE (whether or not
contained in drawings, specifications, or TECHNICAL INFORMATION
issued by COMPANY during performance of the CONTRACT) as referred
to in sub-article 8.2 above;
(ii) if during execution of SCOPE, CONTRACTOR encounters adverse seabed,
riverbed, or subsoil conditions that were not told to, discovered or
foreseen by CONTRACTOR prior to the SIGNATURE DATE and could not
have been discovered or foreseen by a prudent contractor experienced in
the types of work to be carried out under the CONTRACT and acting in
accordance with the STANDARDS OF PRACTICE;
(iii) changes in SCOPE resulting from TECHNICAL INFORMATION issued
after the SIGNATURE DATE that is incorrect, inadequate, insufficient, or
inconsistent, subject to CONTRACTOR timely notifying COMPANY
thereof;
(iv) changes in SCOPE resulting from incorrect RELY UPON INFORMATION
or LICENSOR TECHNICAL PACKAGES;
(v) RELY UPON INFORMATION or LICENSOR TECHNICAL PACKAGES
issued after the SIGNATURE DATE that are inadequate or insufficient to
perform the SCOPE or are inconsistent, subject to CONTRACTOR timely
notifying COMPANY thereof;
(vi) adjustments to SCOPE with respect to interfaces between SCOPE and
activities of COMPANY and OTHER CONTRACTORS, that could not have
been foreseen by a prudent contractor experienced in the types of work
to be carried out under the CONTRACT and acting in accordance with
the STANDARDS OF PRACTICE;
(vii) utilisation by CONTRACTOR of a framework agreement mandated by
COMPANY but not included in SCOPE as of the SIGNATURE DATE;
(viii) additional inspections or tests required by COMPANY to ensure that
there are no similar parts of SCOPE that fail to comply with the
requirements of the CONTRACT if:
(A) any part of SCOPE fails to comply with the CONTRACT;
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(B) those additional inspections or tests were not otherwise provided

for in the CONTRACT and
(C) the results of those additional inspections or tests are in
compliance with the CONTRACT.
(ix) COMPANY requiring inspections or testing of completed or covered
SCOPE not otherwise provided for in the CONTRACT, and such
inspections or tests showing compliance with the CONTRACT, but only if
CONTRACTOR gave COMPANY timely and reasonable opportunity to
inspect SCOPE prior to it being covered and COMPANY failed to do so;
(x) correction of DEFECTS during the DEFECTS CORRECTION PERIOD for
which the costs of correction are not for CONTRACTOR to bear under
sub-article 10.4 of the CONTRACT;
(xi) suspension by COMPANY for convenience;
(xii) COMPANY GROUP hindering or preventing CONTRACTOR to perform
SCOPE or any of its other obligations under the CONTRACT;
(xiii) material default or material breach by COMPANY of any of its obligations
under the CONTRACT;
(xiv) CONTRACTOR not being able to comply with the SCHEDULE OF KEY
DATES or PROGRAMME as a result of acts or omissions of OTHER
CONTRACTORS, subject to CONTRACTOR having met its cooperation
and interface obligations set out in the CONTRACT;
(xv) any material amendment or supplement to any insurance policy
maintained by COMPANY to the extent that it has a material effect on the
CONTRACTORS ability to carry out the SCOPE;
(xvi) changes in APPLICABLE LAWS (except for changes in APPLICABLE
LAWS with respect to income, profits, assumed profits, capital gains,
corporation tax, or turnover taxes), that:
(A) are promulgated after the SIGNATURE DATE; and
(B) could not have been anticipated or foreseen by a prudent
contractor experienced in the types of work to be carried out under
the CONTRACT and acting in accordance with the STANDARDS OF
PRACTICE.
(b) The adjustment (if any) of the CONTRACT PRICE as a result of the occurrence
of any of the aforementioned events under this sub-article is limited to the
cost increase or decrease of performing SCOPE as a direct result of the
occurrence of the event. Costs will be valued on:
(i) basis of the rates, prices, and discounts included in the SCHEDULE OF
PRICES; or
(ii) if no applicable rates or prices are included in the SCHEDULE OF
PRICES, the costs will be valued on the market rates in the region for
SCOPE and contractors performing work of a similar nature and carried
out under similar conditions as SCOPE.
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8.4 Adjustment of the SCHEDULE OF KEY DATES

(a) The SCHEDULE OF KEY DATES is subject to adjustment only if any of the
following events occur:
(i) any of the events listed in sub-article 8.3;
(ii) FORCE MAJEURE EVENTS (to the extent that that the party relying on
the FORCE MAJEURE EVENT is excused from its obligations);
(iii) COMPANY not allowing CONTRACTOR access to the PROJECT SITE in
accordance with the CONTRACT.
(b) The adjustment (if any) of the SCHEDULE OF KEY DATES as a result of the
occurrence of any of the aforementioned events under this sub-article will be
determined taking into account the following:
(i) CONTRACTOR is only entitled to an extension of the dates included in
the SCHEDULE OF KEY DATES if, and to the extent that, CONTRACTOR
is not able to satisfy its obligations under the CONTRACT in accordance
with the then existing SCHEDULE OF KEY DATES as a direct result of
the occurrence of the event;
(ii) the adjustment of the SCHEDULE OF KEY DATES will be limited to
impact of the increased or decreased SCOPE on the SCHEDULE OF KEY
DATES as a direct result of the occurrence of the event; and
(iii) all other relevant factors including any concurrency and failure of
CONTRACTOR to mitigate any effects on the SCHEDULE OF KEY
DATES. In the event of concurrent delays that all entitle CONTRACTOR
to an adjustment of the SCHEDULE OF KEY DATES, only the net
aggregated effect of those concurrent delays will be taken into account
for adjusting the SCHEDULE OF KEY DATES.
(c) The adjustment of the SCHEDULE OF KEY DATES will be CONTRACTORs
sole and exclusive remedy for any of the aforementioned events under this
sub-article unless CONTRACTOR is also entitled to an adjustment of the
CONTRACT PRICE in accordance with the preceding sub-article.
(d) COMPANY may, in its absolute discretion, unilaterally extend the SCHEDULE
OF KEY DATES whether or not CONTRACTOR has made a VARIATION
REQUEST or is entitled to a VARIATION ORDER. COMPANY is not required to
exercise its right for the benefit of CONTRACTOR.
8.5 VARIATION REQUESTS, ASSESSMENTS AND ORDERS

(a) If CONTRACTOR considers that an event has taken place for which it is
entitled to and wishes to receive a VARIATION, CONTRACTOR must:
(i) issue a VARIATION REQUEST to COMPANY within 14 days after the
alleged occurrence of the instruction, proposal or event (unless
COMPANY has issued a VARIATION REQUEST to CONTRACTOR);
(ii) provide a VARIATION ASSESSMENT to COMPANY within 14 days after
issuing the VARIATION REQUEST (or such longer period requested by
CONTRACTOR as agreed by COMPANY); and
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(iii) comply with the other terms and conditions of this Article.
(b) The events referred to in the above paragraph are limited to:
(i) instructions or proposals by COMPANY to revise SCOPE (whether or not
contained in drawings, specifications, or TECHNICAL INFORMATION
issued by COMPANY during performance of the CONTRACT) as referred
to in sub-article 8.2 above;
(ii) adjustments to the CONTRACT PRICE as explicitly allowed under sub-
article 8.3 above; and
(iii) adjustments to the SCHEDULE OF KEY DATES as explicitly allowed
under sub-article 8.4 above.
(c) CONTRACTORs VARIATION REQUESTS will include details and
substantiation of the claimed VARIATION including any relevant dates, facts,
documents, and clause(s) under which CONTRACTOR considers itself to be
entitled to a VARIATION.
(d) COMPANY may require CONTRACTOR to provide a VARIATION
ASSESSMENT by issuing a VARIATION REQUEST to CONTRACTOR.
CONTRACTOR will provide such VARIATION ASSESSMENT within 14 days
after receipt of the VARIATION REQUEST by it (or such longer period
requested by CONTRACTOR as agreed by COMPANY). The VARIATION
ASSESSMENT must comply the terms and conditions of this Article.
(e) CONTRACTORs VARIATION ASSESSMENTS must include full detail of:
(i) the impact on SCOPE;
(ii) a detailed schedule for the performance of adjusted SCOPE;
(iii) the effect on the CONTRACT PRICE (if any), determined in accordance
with the CONTRACT;
(iv) the effect (if any) on the SCHEDULE OF KEY DATES and the
PROGRAMME, as determined in accordance with the CONTRACT; and
(v) any other information required by the CONTRACT or which COMPANY
concludes is necessary for its evaluation.
(f) Within [**30 days] after receipt of a VARIATION ASSESSMENT, COMPANY
will review the VARIATION ASSESSMENT and either:
(i) accept the VARIATION ASSESSMENT by issuing a VARIATION ORDER in
accordance with the VARIATION ASSESSMENT;
(ii) reject the VARIATION ASSESSMENT and:
(A) where it concerns instructions or proposals by COMPANY to
revise SCOPE as referred to in sub-article 8.2 above, advise
CONTRACTOR that COMPANY does not agree that a revision of
SCOPE occurred or that COMPANY does not wish to pursue the
proposed revision of SCOPE;
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(B) advise CONTRACTOR that COMPANY does not agree that an

event occurred that entitles CONTRACTOR to an adjustment of the
CONTRACT PRICE and/or SCHEDULE OF KEY DATES;
(C) request that CONTRACTOR amend, complete and re-issue the
VARIATION ASSESSMENT for reasons stated by COMPANY (and
parties will proceed in accordance with this sub-article again),
including when COMPANY is of the opinion that the VARIATION
ASSESSMENT is not an accurate assessment of the effect on the
CONTRACT PRICE or the SCHEDULE OF KEY DATES or additional
information is required; or
(D) inform CONTRACTOR of the reasons and issue a VARIATION
ORDER in which COMPANY determines the adjustment of SCOPE,
CONTRACT PRICE and SCHEDULE OF KEY DATES itself, where
applicable in accordance with the sub-article above; or
(iii) extend the period for review and inform CONTRACTOR of its decision,
including if COMPANY is of the opinion that the adjustment of SCOPE,
CONTRACT PRICE, or SCHEDULE OF KEY DATES cannot be determined
at that time.
8.6 Disagreement
(a) CONTRACTOR is deemed to have accepted a VARIATION ORDER or a
rejection of a VARIATION ASSESSMENT, unless CONTRACTOR gives written
notice of disagreement to COMPANY. If CONTRACTOR fails to object within
14 days of receipt of a VARIATION ORDER or rejection notice as described in
Article 8.5 (f), CONTRACTOR forfeits any right (in the event of a VARIATION
ORDER, beyond that provided in the VARIATION ORDER) to additional
payment, extension of time, or any other effects of the relevant VARIATION.
(b) COMPANY and CONTRACTOR will use best endeavours to resolve any
disputes on VARIATION ORDERS or the rejection of a VARIATION
ASSESSMENT without undue delay.
(c) CONTRACTOR will at all times proceed with the performance of the SCOPE
(including any disputed VARIATION ORDER pending dispute resolution),
unless instructed otherwise by COMPANY in writing. COMPANY will pay to
CONTRACTOR any undisputed amount as set out in the relevant VARIATION
ORDER and CONTRACTOR will not be entitled to further payment in
connection with such VARIATION ORDER until agreement is reached by the
PARTIES or the issue is resolved in accordance with the dispute resolution
provision.
8.7 No VARIATIONS
Notwithstanding the preceding sub-articles under this Article and to the
maximum extent permitted by APPLICABLE LAWS, CONTRACTOR is not
entitled to a VARIATION and COMPANY is not obliged to issue a VARIATION
ORDER in respect of:
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(i) changes in SCOPE that are caused by or arise out of, or in connection
with, a default, breach, or negligent, grossly negligent, or intentional act
or omission by CONTRACTOR GROUP;
(ii) any CONTRACTOR actions already contemplated by the CONTRACT, to
ensure CONTRACTORs compliance with the CONTRACT, or to perform,
remedy, or correct SCOPE (whether in response to an instruction by
COMPANY or not);
(iii) Updates of the EXECUTION PLAN or PROGRAMME, except as the result
of explicit instructions by COMPANY to amend the the EXECUTION
PLAN or PROGRAMME;
(iv) a request or instruction by COMPANY to CONTRACTOR to perform an
obligation in a particular manner, where CONTRACTORs obligations are
performable in more than one manner, and each can reasonably be
performed without a difference in cost or time impact;
(v) VARIATIONS, that would involve (A) an increase or reduction of the
number of man hours equal to or less than 150 hours or (B) a CONTRACT
PRICE increase or reduction equal to or less than USD 10,000. Separate
VARIATIONS cannot be combined to exceed those thresholds;
(vi) any revisions to design documents provided such revision is not outside
the usual tolerances for the routine design development process on
similar scope in the industry; and
(vii) concurrent delays involving events that do and events that do not entitle
CONTRACTOR to an adjustment of the SCHEDULE OF KEY DATES under
sub-article 8.4 above.
9. CERTIFICATES, COMPLETION, HANDOVER AND RISK OF LOSS
9.1 ISSUE of CERTIFICATES

(a) When CONTRACTOR considers that all requirements set out in the
CONTRACT in respect of SUBSTANTIAL COMPLETION, COMPLETION, or
remedy of specific DEFECTS have been met, CONTRACTOR may request in
writing that COMPANY issue the relevant CERTIFICATE.
(b) COMPANY will, within 30 days of receipt of such request, either:
(i) issue to CONTRACTOR the relevant CERTIFICATE, specifying the date
on which CONTRACTOR has met the relevant requirements; or
(ii) reject the request and notify CONTRACTOR of the reasons for the
rejection. CONTRACTOR will promptly correct all notified shortcomings.
When CONTRACTOR considers the correction to be completed,
CONTRACTOR may again request that COMPANY issue the relevant
CERTIFICATE and the process of this sub-article will repeat.
(c) If COMPANY fails to respond within that period by issuing or rejecting the
CERTIFICATE COMPANY is deemed to have rejected CONTRACTORs request.
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9.2 Not Used
9.3 Not Used
9.4 SUBSTANTIAL COMPLETION

(a) The following are the requirements for achieving SUBSTANTIAL
COMPLETION and apply to the whole of SCOPE or any relevant part of
SCOPE for which a separate date for SUBSTANTIAL COMPLETION is set out
in the SCHEDULE OF KEY DATES:
(i) all relevant parts of SCOPE have been completed in accordance with the
CONTRACT except for PUNCH LIST ITEMS;
(ii) CONTRACTOR or COMPANY has successfully performed any final tests
that may be prescribed in the CONTRACT;
(iii) CONTRACTOR has removed all debris and waste from the PROJECT
SITE;
(iv) CONTRACTOR has delivered to COMPANY the full operating and
maintenance instructions (including manufacturers recommendations,
details of spare parts, manuals, and other documentation required or
contemplated by the CONTRACT) that comply with the requirements of
the CONTRACT and that are acceptable to COMPANY, which, together
with the as-built drawings supplied in accordance with the CONTRACT,
are in sufficient detail and in the appropriate format, in COMPANYs
opinion, to enable COMPANY to operate, maintain, repair, dismantle,
reassemble, and adjust all parts of the completed SCOPE; and
(v) CONTRACTOR has delivered to COMPANY a satisfactory, complete, and
up to date copy of any software forming part of SCOPE and all other
information necessary to ensure that COMPANY can continue to
satisfactorily use any software so provided by CONTRACTOR, which
includes as applicable the database and all the machine codes, binaries,
object codes or source codes, whether in a machine or human readable
form, and all improvements, modifications, and updates, flow charts,
logic diagrams, passwords, and output tapes.
(b) The SUBSTANTIAL COMPLETION CERTIFICATE may include remaining
SCOPE that CONTRACTOR must rectify or complete, including PUNCH LIST
ITEMS. CONTRACTOR will promptly follow up on such actions within the time
specified in the SUBSTANTIAL COMPLETION CERTIFICATE.
(c) COMPANY may at its discretion notify CONTRACTOR in the SUBSTANTIAL
COMPLETION CERTIFICATE that it does not require CONTRACTOR to
remedy certain shortcomings and have it performed by a third party or itself.
CONTRACTOR will compensate COMPANY for the costs COMPANY will incur
in connection with correcting shortcomings in SCOPE that are not corrected
by CONTRACTOR based upon the rates, prices, and discounts included in the
SCHEDULE OF PRICES.
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9.5 COMPLETION
The following are the requirements for achieving COMPLETION of the whole
of SCOPE:
(i) SUBSTANTIAL COMPLETION CERTIFICATES for the whole of or all
parts of SCOPE have been obtained;
(ii) all PUNCH LIST ITEMS and any other shortcomings including those
stated in the SUBSTANTIAL COMPLETION CERTIFICATES have been
completed and remedied;
(iii) the whole of the SCOPE has been completed in accordance with the
CONTRACT.
9.6 Risk of Loss of MATERIALS and HANDOVER

(a) CONTRACTOR has the risk of loss for any MATERIALS in the care custory and
control of CONTRACTOR GROUP. CONTRACTOR will INDEMNIFY COMPANY
GROUP in respect thereof in accordance with sub-articles 7.1 and 7.3 of
Section IIIB.
(b) CONTRACTORs risk of loss under this sub-article is limited to the physical
loss, destruction, or damage to and pollution emanating from all or any
relevant part of the any MATERIALS, and includes the obligation to
reconstruct, repair, replace, or remediate, if so instructed by COMPANY.
10. DEFECTS CORRECTION PERIOD
10.1 DEFECTS Correction

(a) In the event that COMPANY notifies CONTRACTOR of any DEFECTS in any
part of SCOPE during the DEFECTS CORRECTION PERIOD and requests
correction, CONTRACTOR will promptly and diligently, within the period set
by COMPANY and in a manner as to minimise any downtime or delay to
OTHER CONTRACTORs work or COMPANYs operations:
(i) at COMPANYs discretion, make good, re-do, replace, or amend any item
of SCOPE, including any related reopening, removal, uncovering and
restoration; and
(ii) deliver any item of SCOPE not already provided.
(b) CONTRACTOR will correct any DEFECT so that the resulting SCOPE will
satisfy the requirements of the CONTRACT. COMPANY may require
CONTRACTOR to test any re-performed, rectified, replaced, or completed part
of SCOPE. COMPANY will issue a REMEDIAL WORK COMPLETION
CERTIFICATE to confirm completion of the correction of the DEFECT.
(c) The DEFECTS CORRECTION PERIOD for any remedial work will be extended
so that it is equal to the length of the original DEFECTS CORRECTION
PERIOD, commencing on the date of issuance of the REMEDIAL WORK
COMPLETION CERTIFICATE.
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(d) The extended DEFECTS CORRECTION PERIOD in the preceding paragraph

will not extend beyond [**] months from COMPLETION.
10.2 Investigation
(a) If requested by COMPANY, CONTRACTOR agrees to investigate the cause of
any DEFECT under the direction of COMPANY. CONTRACTOR will make
available to COMPANY all findings and BOOKS AND RECORDS in relation to
the investigation.
(b) If SCOPE does not comply with the CONTRACT, CONTRACTOR will perform
additional inspections or tests as required by COMPANY to ensure that there
are no similar parts of SCOPE that fail to comply with the requirements of the
CONTRACT.
10.3 Pursuit of Remedy

(a) If CONTRACTOR is not able to, or does not promptly and in a continuous,
diligent, and expeditious manner, carry out all work necessary to correct any
DEFECT, then COMPANY may, after notice to CONTRACTOR, correct the
DEFECT itself or arrange for third parties to remedy the DEFECT at
CONTRACTORs risk and expense. COMPANY is entitled to recover from
CONTRACTOR all costs incurred by COMPANY related to the remedy of such
DEFECT.
(b) CONTRACTOR may, with the prior written consent of COMPANY, remove from
the PROJECT SITE any part of SCOPE which contains a DEFECT, if the nature
of the DEFECT is such that repairs cannot be expeditiously carried out on the
PROJECT SITE. CONTRACTOR will also be responsible for the repair and
reinstatement of such SCOPE.
(c) Where COMPANY determines it is necessary for reason of safety or other
emergency, or otherwise, COMPANY has the right to correct DEFECTS itself
or engage a third party to correct any DEFECT at CONTRACTORs risk and
expense without first allowing CONTRACTOR to do so. In such case,
COMPANY will promptly notify CONTRACTOR and provide the details of the
nature of the DEFECT. COMPANY will give CONTRACTOR an opportunity to
inspect the corrected DEFECT when safety and needs for expeditious
correction of the DEFECT and resumption of operations allow.
10.4 Cost of remedying DEFECTS and investigations

CONTRACTOR will be responsible for the expense of all investigations and all
work required to rectify any DEFECT, except for the cost of correcting any
DEFECT during the DEFECTS CORRECTION PERIOD which CONTRACTOR
can demonstrate is due to:
(i) incorrect RELY UPON INFORMATION or LICENSOR TECHNICAL
PACKAGES where CONTRACTOR fulfilled all its obligations in connection
with the information, unless COMPANY has issued a VARIATION to
CONTRACTOR to correct the relevant RELY UPON INFORMATION or
LICENSOR TECHNICAL PACKAGES; or
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(ii) latent defects in COMPANY PROVIDED ITEMS that could not reasonably
have been discovered by CONTRACTOR prior to occurrence of the
defect.
11. ADDITIONAL LEGAL PROVISIONS
11.1 Managerial and Senior Supervisory Personnel

Any reference in the CONTRACT to managerial or senior supervisory
personnel means with respect to any member of COMPANY GROUP or
CONTRACTOR GROUP:
(i) any director or officer of such member;
(ii) any individual who functions as such members most senior manager or
supervisor at any WORKSITE and such individuals direct reports having
managerial or supervisory authority over all or any part of SCOPE; or
(iii) any individual who functions at a management or supervisory level
equivalent or superior to any individual referred to in above sub-
paragraph.
11.2 COMPANY Provided Insurance

(a) COMPANY will arrange the types and limits of insurance specified in the
INSURANCE REQUIREMENTS. COMPANYs obligation to arrange insurance
and perform other actions in connection with this Article will not relieve
CONTRACTOR of any obligations or LIABILITIES.
(b) Such insurances arranged by COMPANY will:
(i) to the extent applicable, cover COMPANY, CONTRACTOR and
SUBCONTRACTORS for their respective rights and interests;
(ii) be endorsed to provide that the underwriters waive any rights of
recourse, including subrogation rights, against the CONTRACTOR, and
appropriate SUBCONTRACTORS, but only to the extent of the terms and
conditions provided in the insurance policy; and
(iii) for General Third Party Liability insurance, if any, operate in excess of
the insurance arranged by CONTRACTOR or its SUBCONTRACTORS.
(c) Subject to CONTRACTORs obligations or LIABILITIES elsewhere in the
CONTRACT, CONTRACTOR is responsible for paying all per occurrence
deductibles on the insurances provided by COMPANY specified in the
INSURANCE REQUIREMENTS.
(d) CONTRACTOR will notify COMPANY of any occurrence likely to give rise to a
claim under insurances arranged by COMPANY as soon as possible and in any
event within fifteen days of such occurrence. In the event of death, serious
injury, or major property damage, CONTRACTOR will give immediate written
notice to COMPANY.
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(e) CONTRACTOR agrees that COMPANY may require, at any time, amendments
or supplements to be made to insurances provided by COMPANY. COMPANY
will advise CONTRACTOR as soon as reasonably practicable.
(f) COMPANY may in its absolute discretion decide not to arrange insurance as
specified in the INSURANCE REQUIREMENTS, of which COMPANY will
advise CONTRACTOR in writing. If COMPANY does not arrange insurances as
specified in the INSURANCE REQUIREMENTS, COMPANY will INDEMNIFY
CONTRACTOR and SUBCONTRACTOR for LIABILITIES directly arising out of
the absence of Construction All Risk (CAR) insurance, always provided that
COMPANYs obligation to INDEMNIFY will be limited to the terms and
conditions of the Model CAR Cover Note and Policy wording set out in the
INSURANCE REQUIREMENTS and will apply in excess of the per occurrence
deductible specified in the INSURANCE REQUIREMENTS.
(g) Throughout the period that any COMPANY provided insurances are in force,
CONTRACTOR will, and will cause its SUBCONTRACTORS to, make prompt
and full disclosure to insurers, in respect of the SCOPE, of:
(i) all information which the insurers specifically request to be disclosed;
(ii) all information of a type that insurance brokers in relation to the relevant
policy advise should be disclosed to the insurers;
(iii) all information and circumstances that a prudent contractor acting in
accordance with STANDARDS OF PRACTICE would disclose to the
insurers to keep the relevant insurance cover in full force and effect and
without any suspension, impairment, or invalidity in whole or in part;
(iv) all information relevant to an incident claimable under any insurance
policy; and
(v) details of any material problems encountered in relation to the SCOPE
and details of any material design, manufacturing or operational
problems encountered anywhere in the world with the MATERIALS.
(h) CONTRACTOR will, and will cause its SUBCONTRACTORS to, put in place
appropriate internal reporting procedures to enable full disclosure as
described in this Article by CONTRACTOR and its SUBCONTRACTORS and
will provide full details of such procedures at the request of COMPANY.
(i) CONTRACTOR will, and will cause all SUBCONTRACTORS and all of their
respective officers, agents and employees to:
(i) comply with all terms and conditions of the insurances stipulated in the
INSURANCE REQUIREMENTS, as well as all requirements of insurers in
connection with the settlement of claims; and
(ii) neither do nor fail to do (nor permit to do or omit to do) anything that will
make or might reasonably be foreseen to make any insurance referred to
in this Article void or voidable or result in it being suspended, impaired
or defeated in whole or in part.
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(j) All costs and incidental expenses (including legal costs) incurred in relation to
the preparation of claims for which CONTRACTOR is responsible under the
CONTRACT will be CONTRACTORs responsibility.
11.3 Financial Security

(a) Within 10 days after the SIGNATURE DATE, CONTRACTOR will provide to
COMPANY the following security as a condition precedent to the effectiveness
of the COMPANYS obligations under the CONTRACT:
(i) an irrevocable on-demand guarantee, performance bond, or letter of
credit drawn on a first class bank or financial institution for an amount of
[]; and
(ii) a parent company guarantee.
(b) The following applies to security provided by means of on-demand guarantees,
performance bonds, and letters of credit:
(i) the security must be valid from the effective date of the CONTRACT until
the end of the DEFECTS CORRECTION PERIOD (including any
extensions);
(ii) CONTRACTOR will renew or extend any security at least thirty (30) days
prior to its expiry date, so that it will remain in force for the whole
period as required by the preceding sub-paragraph. If CONTRACTOR
fails to extend or renew the security at least thirty (30) days before the
expiry day, COMPANY may make a written demand under the existing
security. If the security is called as a result solely of breach by the
CONTRACTOR of this paragraph, and if such breach is, in the discretion
of COMPANY, adequately remedied by the issue of a new or amended
security, or by another arrangement satisfactory to the COMPANY in its
discretion, COMPANY will repay to CONTRACTOR any amounts received
by the COMPANY on the calling of the security on account of such
breach, less any claims made against those amounts in the meantime.
(c) Any parent company guarantee must be issued by CONTRACTORs ultimate
shareholder, as agreed with COMPANY, and must remain valid until all
obligations of CONTRACOR under the CONTRACT have been fulfilled.
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SectionIIIBGeneralTermsandConditions
SECTION IIIB GENERAL TERMS AND CONDITIONS
1. PERFORMANCE, FINANCIAL SECURITY, AND OTHER PAYMENTS

REQUIREMENTS
(a) CONTRACTOR will provide security to COMPANY when stated in the
CONTRACT. Such security may include all or any of the following;
(i) an irrevocable, on-demand guarantee, performance bond, or letter
of credit drawn on a first class bank or financial institution; or
(ii) a parent company guarantee. Provided that where the
CONTRACTOR does not provide a parent company guarantee, or
does not provide a parent company guarantee acceptable to the
COMPANY, the COMPANY shall have the right to request the
CONTRACTOR to provide additional security of the COMPANYS
choice, including but not limited to the right to retain x% of the
amount of payment due to the CONTRACTOR as a guarantee that
the CONTRACTOR will effectively complete the SCOPE and comply
with all the obligations under the CONTRACT. COMPANY shall not
be held as a trustee of the said x% retained which shall be paid to
CONTRACTOR upon COMPLETION of the SCOPE.
(b) In addition to the CONTRACTORs obligation in sub-article 1 (a) above,
COMPANY may require CONTRACTOR to provide security or additional
security satisfactory to COMPANY where:
(i) COMPANY reasonably concludes at any time that the ability of

CONTRACTOR to perform its obligations is or may become impaired
including if CONTRACTOR is unable to pay its SUBCONTRACTORS;
or
(ii) COMPANY makes pre-payments, advance payments or milestone

payments prior to performance of SCOPE, where such payment is
not expressly provided for in the CONTRACT.
(c) Any guarantees or bonds provided pursuant to the CONTRACT will be
based on COMPANYs forms in accordance with COMPANYs usual
requirements, unless otherwise required by APPLICABLE LAWS.
(d) COMPANY may withhold payments until security is in place.
2. TAXES
2.1 CONTRACTOR TAXES

(a) CONTRACTOR will be responsible for payments of all TAXES, and any
interest, fines, or penalties for which CONTRACTOR GROUP is liable for:
(i) performance of SCOPE; and income, profits, assumed profits, capital
gains, or turnover arising directly or indirectly from the
performance of SCOPE;
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(ii) wages, salaries, and all other remuneration or compensation paid

directly or indirectly to CONTRACTOR PERSONNEL in performance
of the CONTRACT in the country where SCOPE is performed or any
other country; and
(iii) import or export of CONTRACTOR EQUIPMENT, or the movement
of CONTRACTOR PERSONNEL across national or territorial
boundaries (for example, visa or passport fees) related to
performance of the CONTRACT.
(b) CONTRACTOR will ensure that any SUBCONTRACT has terms and
conditions relating to TAXES similar to those provided in this Article.
2.2 INDIRECT TAXES

(a) CONTRACTOR will add to the invoice as a separate item, and COMPANY
will pay in addition to the CONTRACT PRICE, if applicable, any
INDIRECT TAXES.
(b) COMPANY will not pay TAXES, or any interest, fines, or penalties for
which CONTRACTOR GROUP is liable that relate to purchases by
CONTRACTOR or SUBCONTRACTORS, including their suppliers.
(c) CONTRACTOR will apply for a tax exemption, zero percent rate, or any
other tax facility legally possible to any INDIRECT TAXES, where
available. Upon request COMPANY will provide documentation that
CONTRACTOR reasonably requests to assist CONTRACTOR in applying
for exemptions. CONTRACTOR will provide documentation and other
evidence necessary for COMPANY to claim any credits for INDIRECT
TAXES.
(d) CONTRACTOR will provide all necessary documents to COMPANY to be
able to reclaim any INDIRECT TAXES on COMPANYS request and within
a reasonable time period.
2.3 Withholding
(a) Where required under APPLICABLE LAWS, COMPANY will withhold, or
deduct and pay over to relevant authorities, TAXES from amounts
payable to CONTRACTOR. CONTRACTOR acknowledges that any sum
withheld or deducted will, for the purpose of the CONTRACT, be deemed
to have been paid to CONTRACTOR and that the sum is a corresponding
discharge of COMPANYs liability to CONTRACTOR under the
CONTRACT.
(b) Where COMPANY makes a withholding or deduction, COMPANY will pay
over or deal with any amount so deducted or withheld in accordance with
the APPLICABLE LAWS and provide CONTRACTOR with official written
receipts or other evidence upon receipt from the Federal Inland Revenue
Service (FIRS) or the relevant AUTHORITY. It is acknowledged by
CONTRACTOR that any sum deducted or withheld will for the purposes
of the CONTRACT be deemed to have been paid to CONTRACTOR and
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that such payment will be a complete discharge of COMPANYS liability

to CONTRACTOR under the CONTRACT.
(c) Where CONTRACTOR demonstrates that it is exempt from any
withholding or deductions under APPLICABLE LAWS, it will inform
COMPANY and provide COMPANY with a valid certificate of exemption or
immunity from the relevant authority. COMPANY may act on the
information given to it and will not be liable to CONTRACTOR or any
other PERSON if COMPANY applies the withholding or deduction
according to APPLICABLE LAWS.
2.4 Permanent Establishment

In the event that CONTRACTOR GROUP is considered to have a permanent
establishment by the relevant governmental authorities in the jurisdiction
where SCOPE is to be performed CONTRACTOR GROUP will be solely liable
for resulting LIABILITIES and any other costs incurred by CONTRACTOR
GROUP due to the presence of the permanent establishment.
2.5 Indemnity
CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES,
including any interest, fines, or penalties, for which CONTRACTOR GROUP or
any PERSON directly or indirectly employed or engaged by CONTRACTOR
GROUP is liable under this Article.
2.6 Concessions, Incentives, and Exemptions

(a) To the extent permitted by APPLICABLE LAW, COMPANY will make
available to CONTRACTOR all concessions available to COMPANY for
INDIRECT TAXES, and duties in connection with the import or export of
CONTRACTOR EQUIPMENT or the movement of CONTRACTOR
PERSONNEL across national or territorial boundaries related to
performance of the CONTRACT. COMPANY and CONTRACTOR will each
provide the other with all reasonable assistance and provide all
necessary information for the import or subsequent export of
CONTRACTOR EQUIPMENT and for the purpose of seeking any
exemption, reduction, or refund of INDIRECT TAXES, or duties, including
the use of available optimisation regimes such as temporary importation.
(b) CONTRACTOR will act in a manner so as to allow COMPANY to benefit
from any tax incentive, exemption, reduction, or reclamation program
available to COMPANY. CONTRACTOR will provide all assistance and
take all necessary actions to allow COMPANY to benefit from the tax
incentive, exemption, reduction, or reclamation program.
3. LIENS
3.1 No LIENS Permitted

(a) CONTRACTOR warrants good and clear title to SCOPE supplied.
(b) CONTRACTOR will not:
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(i) permit CONTRACTOR GROUP to place any LIENS; or

(ii) claim any LIENS.
3.2 Processes in the Event of LIENS

(a) CONTRACTOR will immediately notify COMPANY of any possible LIENS.
(b) without prejudice to COMPANYs other remedies, If at any time a LIEN is
asserted or threatened by CONTRACTOR GROUP against COMPANY
GROUP, COMPANY may retain amounts otherwise payable to
CONTRACTOR to compensate COMPANY GROUP for any LIABILITIES
incurred or anticipated for the LIENS.
(c) CONTRACTOR will promptly remove any LIENS by CONTRACTOR
GROUP.
(d) COMPANY will release any retained amounts once:
(i) the LIENS are removed; or
(ii) CONTRACTOR has provided a bond or alternate security acceptable
to COMPANY.
(e) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES
in connection with LIENS by CONTRACTOR GROUP.
4. SUSPENSION
(a) COMPANY may suspend the CONTRACT or reduce SCOPE for cause by
written notice with immediate effect:
(i) in case of errors, omissions, defective workmanship, non-
compliance with HSSE STANDARDS, defaults, or other breaches by
CONTRACTOR GROUP;
(ii) where COMPANY determines it requires suspension to
investigate or provide instructions to achieve compliance with the
CONTRACT by CONTRACTOR GROUP; or
(iii) pending COMPANYs decision on termination where COMPANY
concludes it has grounds to terminate the CONTRACT for cause.
(b) COMPANY may suspend the CONTRACT or reduce SCOPE for
convenience at its own discretion with seven days prior written notice.
(c) When COMPANY suspends for cause or for convenience performance of
all or a part of SCOPE, CONTRACTOR must:
(i) promptly discontinue performance of SCOPE as detailed in the
notice of suspension;
(ii) properly protect and secure items related to SCOPE; and
(iii) use reasonable endeavours to minimise suspension costs
(including costs related to SUBCONTRACTS).
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(d) In the case of suspension for cause, CONTRACTOR will not be entitled to
any VARIATION, nor will it be entitled to other compensation or relief for
the suspension. COMPANY may recover from CONTRACTOR any costs
incurred in connection with securing items related to SCOPE or
obtaining alternate sources of supply upon suspension.
(e) COMPANY may at any time withdraw by written notice all or part of a
suspension, and upon receipt of that notice, CONTRACTOR will promptly
resume and diligently continue performance of SCOPE for which the
suspension was withdrawn.
5. TERMINATION
5.1 Termination by COMPANY

(a) COMPANY may terminate the CONTRACT or reduce SCOPE for cause by
written notice with immediate effect if:
(i) CONTRACTOR breaches, in the opinion of COMPANY, the Shell
General Business Principles or CONTRACTORs equivalent
principles in connection with performance of the CONTRACT;
(ii) any member of CONTRACTOR GROUP violates (in the opinion of
COMPANY) any ANTI-BRIBERY LAWS, applicable competition laws,
TRADE CONTROL LAWS, other APPLICABLE LAWS, or HSSE
STANDARDS in connection with the performance of the CONTRACT,
or causes COMPANY to be in violation of those laws;
(iii) any member of CONTRACTOR GROUP becomes a RESTRICTED
PARTY;
(iv) CONTRACTOR is subject to an INSOLVENCY EVENT, including
where CONTRACTOR is an unincorporated joint venture,
consortium, or similar entity, in which case an INSOLVENCY EVENT
for one of its members is considered an INSOLVENCY EVENT for
CONTRACTOR;
(v) CONTRACTOR fails to provide or maintain any security required
by the CONTRACT, or a party providing a guarantee or bond under
the CONTRACT is subject to an INSOLVENCY EVENT;
(vi) CONTRACTOR has abandoned or repudiated the CONTRACT; or
(vii) CONTRACTOR wilfully delays or demonstrates the intention not to
continue performance of the CONTRACT.
(b) COMPANY may terminate the CONTRACT or reduce SCOPE for cause
where COMPANY determines CONTRACTOR breaches a term or
condition of the CONTRACT other than those set out in the preceding
paragraph in this sub-article, and the effect of the breach (or culmination
of a series of breaches) is material. In such cases, termination will be
effected as follows:
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(i) Where COMPANY determines that the breach is not capable of

remedy, COMPANY may terminate the CONTRACT or reduce SCOPE
by written notice with immediate effect.
(ii) Where COMPANY determines that the breach is capable of remedy,
COMPANY will serve notice on CONTRACTOR specifying the breach
and requiring it to be remedied promptly and within the period
determined by COMPANY as set out in the notice. If CONTRACTOR
then fails to diligently work to remedy the breach or fails to
promptly remedy the breach within the period set out in the notice,
COMPANY may terminate the CONTRACT or reduce SCOPE by
subsequent written notice with immediate effect.
(c) Without limiting COMPANYs rights to make its own determination
concerning an event creating a right of termination, CONTRACTOR must
immediately notify COMPANY if any of the preceding events occur.
(d) COMPANY may terminate the CONTRACT or reduce SCOPE for
convenience at its own discretion with seven days prior written notice.
5.2 NOT USED
5.3 CONTRACTOR Obligations on Termination

On any termination, CONTRACTOR will:
(i) cease performance of parts of SCOPE specified in the notice;
(ii) secure the WORKSITE, where applicable, and transfer to
COMPANY custody and ownership of items related to SCOPE not yet
in COMPANYS possession;
(iii) immediately provide COMPANY access to SCOPE in progress,
wherever it may be located;
(iv) turn over materials and equipment COMPANY may require in
connection with SCOPE, and remove the remainder promptly from
any COMPANY GROUP WORKSITE, at its own expense, and without
unreasonably interfering with the activities of others;
(v) use reasonable endeavours to minimise any termination costs;
(vi) return any amounts COMPANY has paid, including any pre-
payments, that are greater than the amount CONTRACTOR is
entitled to on termination; and
(vii) assign to COMPANY or its nominee any SUBCONTRACTS requested
by COMPANY to be assigned; and
(viii) deliver to COMPANY:
(A) all of COMPANYs documents and information supplied to
CONTRACTOR for performance of the CONTRACT;
(B) all documents and information needed to assist in completing
SCOPE in progress; and
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(C) all documentation for SCOPE and SOFTWARE which was to

be supplied in connection with the CONTRACT.
5.4 Compensation in the Event of Termination

(a) On any termination, COMPANY will determine the amounts owed to
CONTRACTOR for SCOPE properly performed prior to termination.
Those amounts will be limited to:
(i) the rates, prices, and discounts included in the CONTRACT for
similar SCOPE; or
(ii) if the above does not provide a means for valuation, then the
market rates in the region for SCOPE and contractors performing
work of a similar nature and carried out under similar conditions as
SCOPE.
(b) In the case of termination by COMPANY for convenience, COMPANY will
pay:
(i) the amounts determined to be owed according to the preceding
paragraph; and
(ii) any reasonable, unavoidable, and auditable demobilisation and
work in progress costs of CONTRACTOR, or any other amounts that
COMPANY has specifically agreed elsewhere in the CONTRACT to
pay on termination for convenience by COMPANY.
(c) In case of termination by COMPANY for cause, COMPANY will not pay
demobilisation costs and will determine amounts owed for the
LIABILITIES it has incurred or will incur due to CONTRACTORs failure
to complete performance of SCOPE.
(d) Where amounts owed for completed SCOPE properly performed exceed
amounts determined for LIABILITIES that have been or will be incurred
by COMPANY, then COMPANY will pay CONTRACTOR the resulting
difference within 45 days. Where LIABILITIES exceed amounts owed for
SCOPE properly performed, then COMPANY will retain amounts withheld
and CONTRACTOR will pay COMPANY the resulting difference within 45
days.
5.5 Exclusive Reasons for Termination

The parties to this CONTRACT waive any right to terminate, rescind, or
otherwise end the CONTRACT, on grounds other than those set out in the
CONTRACT.
6. LIQUIDATED DAMAGES
(a) Where any LIQUIDATED DAMAGES are set out in the CONTRACT, and
are applicable, all amounts are agreed as genuine pre-estimates of the
losses that may be sustained by failure of performance and are not a
penalty.
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(b) Where any LIQUIDATED DAMAGES are unenforceable, COMPANY may

claim demonstrated damages, subject to any limitations that may be set
out in the CONTRACT.
7. LIABILITIES AND INDEMNITIES
7.1 CONTRACTOR GROUP People and Property

CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES in
respect of:
(i) death, injury, or disease of any person employed by CONTRACTOR
GROUP; and
(ii) damage to or loss of:
(A) property owned by CONTRACTOR GROUP;
(B) COMPANY PROVIDED ITEMS while in CONTRACTOR
GROUPs care, custody, or control; and
(C) property for which the CONTRACT provides that
CONTRACTOR GROUP has the risk of loss.
7.2 COMPANY GROUP People and Property

COMPANY will INDEMNIFY CONTRACTOR GROUP for LIABILITIES in
respect of:
(i) death, injury, or disease of any person employed by COMPANY
GROUP; and
(ii) damage to or loss of property owned by COMPANY GROUP
(except for COMPANY PROVIDED ITEMS while in CONTRACTOR
GROUPs care, custody, or control, or for which the CONTRACT
provides that CONTRACTOR GROUP has the risk of loss).
7.3 LIABILITIES for Pollution

(a) CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES
related to pollution or contamination emanating from:
(i) premises of and property owned by CONTRACTOR GROUP;
(ii) COMPANY PROVIDED ITEMS while in CONTRACTOR GROUPs
care, custody, or control; and
(iii) property for which the CONTRACT provides that CONTRACTOR
GROUP has the risk of loss.
(b) COMPANY will INDEMNIFY CONTRACTOR GROUP for LIABILITIES
related to pollution or contamination emanating from:
(i) property owned by COMPANY GROUP (except for COMPANY
PROVIDED ITEMS while in CONTRACTOR GROUPs care, custody,
or control, or for which the CONTRACT provides that
CONTRACTOR GROUP has the risk of loss); or
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(ii) COMPANY GROUPs well or reservoir.

(c) The two preceding sub-articles, regarding the obligation of a party to
INDEMNIFY for LIABILITIES for people or property prevail over this sub-
article regarding the obligation of a party to INDEMNIFY for pollution.
7.4 Indemnity for Own CONSEQUENTIAL LOSS

(a) COMPANY will INDEMNIFY CONTRACTOR GROUP for LIABILITIES for
COMPANY GROUPs own CONSEQUENTIAL LOSS which COMPANY
GROUP would otherwise be entitled to recover from CONTRACTOR
GROUP.
(b) CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES for
CONTRACTOR GROUPs own CONSEQUENTIAL LOSS which
CONTRACTOR GROUP would otherwise be entitled to recover from
COMPANY GROUP.
(c) A partys own CONSEQUENTIAL LOSS does not include:
(i) LIABILITIES to third parties; or
(ii) LIQUIDATED DAMAGES or other compensation that the
CONTRACT explicitly provides for one party to recover from the
other, where applicable.
7.5 Applicability of Obligations to INDEMNIFY in Case of Negligence,

GROSS NEGLIGENCE, WILFUL MISCONDUCT, or other Circumstances
(a) The requirements in the preceding four sub-articles of this Article for a
party to INDEMNIFY for LIABILITIES for people, property, pollution, or
CONSEQUENTIAL LOSS:
(i) apply:
(A) to the maximum extent permitted by APPLICABLE LAWS;
(B) regardless of the cause of the LIABILITIES; and
(C) regardless of the negligence, breach of statutory or other duty,
or other fault of the indemnified party;
(ii) but do not apply to:
(A) LIABILITIES that did not arise in connection with the
CONTRACT or that are unrelated to the subject matter of the
CONTRACT;
(B) LIABILITIES caused by GROSS NEGLIGENCE of managerial or
senior supervisory personnel or WILFUL MISCONDUCT of (A)
any member of CONTRACTOR GROUP where a member of
CONTRACTOR GROUP claims INDEMNIFICATION or (B) any
member of COMPANY GROUP where a member of COMPANY
GROUP claims INDEMNIFICATION; or
(C) fines, punitive or exemplary damages, or penalties payable to
any governmental or non-governmental third party by (A) any
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member of CONTRACTOR GROUP where a member of

CONTRACTOR GROUP claims INDEMNIFICATION or (B) any
member of COMPANY GROUP where a member of COMPANY
GROUP claims INDEMNIFICATION.
(b) The requirements in the preceding four sub-articles of this Article to
INDEMNIFY for LIABILITIES for people, property, pollution, or
CONSEQUENTIAL LOSS, do not apply to LIABILITIES arising from
disclosure of CONFIDENTIAL INFORMATION and LIABILITIES related
to IP RIGHTS.
(c) Neither party excludes or limits its LIABILITIES to the other party to the
extent they may not be excluded or limited under APPLICABLE LAWS.
7.6 Conflicts or Precedents

In the event of any conflict between COMPANYs obligation to INDEMNIFY for
LIABILITIES for people, property, pollution, CONSEQUENTIAL LOSS, or
punitive or exemplary damages as provided above in this Article, and
provisions elsewhere in the CONTRACT requiring CONTRACTOR to
INDEMNIFY for such LIABILITIES, the allocation of such LIABILITIES (and
corresponding limitations) in this Article will prevail, unless such other
provision specifically states otherwise.
7.7 LIABILITIES to Third Parties

(a) Except to the extent other indemnity provisions in this CONTRACT apply:
(i) CONTRACTOR will INDEMNIFY COMPANY GROUP for
LIABILITIES to third parties arising in connection with the
CONTRACT to the extent of and in proportion to the negligence,
breach of statutory or other duty, or other fault of CONTRACTOR
GROUP; and
(ii) COMPANY will INDEMNIFY CONTRACTOR GROUP for
LIABILITIES to third parties arising in connection with the
CONTRACT to the extent of and in proportion to the negligence,
breach of statutory or other duty, or other fault of COMPANY
GROUP.
(b) For the purpose of this Article, third party means any party that is not a
member of COMPANY GROUP or CONTRACTOR GROUP.
7.8 Notification
If either party becomes aware of any incident likely to give rise to a claim
under the above indemnities, that party will notify the other party, and both
parties will cooperate fully in the investigation of the incident.
7.9 Mutual Waiver and Indemnity

(a) This mutual waiver and indemnity provision applies:
(i) in the event COMPANY GROUP has any agreement at the relevant
time with any OTHER CONTRACTOR that may be relevant to
95
SCOPE or is performed at a WORKSITE where CONTRACTOR

GROUP is present performing SCOPE; and
(ii) the agreement includes effectively the same mutual waiver and
indemnity as that provided in this sub-article, establishing an
undertaking by OTHER CONTRACTORS for the benefit of
CONTRACTOR.
(b) If this mutual waiver and indemnity provision applies, CONTRACTOR will
INDEMNIFY OTHER CONTRACTOR GROUPS for LIABILITIES related to
the CONTRACT in respect of:
(i) death, injury, or disease of any person employed by CONTRACTOR
GROUP;
(ii) damage to or loss of property owned by CONTRACTOR GROUP; and
(iii) CONSEQUENTIAL LOSS of CONTRACTOR GROUP.
(c) These indemnities apply in all those cases (including instances of
negligence) that govern the applicability of CONTRACTORs obligation to
INDEMNIFY for its people and property, or its CONSEQUENTIAL LOSS
as set out in this Article.
(d) CONTRACTOR will ensure that its insurers will waive any rights of
recourse and subrogation rights against OTHER CONTRACTOR GROUPS
in respect of the indemnities given by CONTRACTOR to OTHER
CONTRACTOR GROUPS in this mutual waiver and indemnity provision.
(e) The indemnities given by CONTRACTOR to OTHER CONTRACTOR
GROUPS in this mutual waiver and indemnity provision are intended to
be enforceable by those OTHER CONTRACTOR GROUPS that have
included in their agreement with COMPANY, effectively the same mutual
waiver and indemnity as provided in this sub-article. If APPLICABLE
LAWS do not allow OTHER CONTRACTOR GROUPS to enforce any of
these indemnities, COMPANY is entitled to enforce the indemnities
against CONTRACTOR on their behalf.
8. INSURANCE
8.1 Requirements
(a) Prior to commencement of performance, CONTRACTOR will arrange at
its own expense at least the types and limits of insurance specified in the
INSURANCE REQUIREMENTS Section of the CONTRACT, which are
required to be in effect throughout the duration of the CONTRACT.
(b) All insurance will be placed with insurers satisfactory to COMPANY.
(c) Satisfaction of the obligation to procure insurance and perform other
actions in connection with this Article will not relieve CONTRACTOR
GROUP of any obligations or LIABILITIES.
(d) COMPANY may require CONTRACTOR to provide certificates of
insurance, evidence of policy exclusions and endorsements acceptable to
96
COMPANY, or other proof of insurance. COMPANY GROUP reviewing or

accepting any certificate, insurer, or terms or limits of insurance
proposed by CONTRACTOR GROUP, will not relieve CONTRACTOR
GROUP of any obligations or LIABILITIES.
8.2 Excess Insurance

All insurance limits included in the INSURANCE REQUIREMENTS may be
fulfilled through any combination of primary and excess (umbrella) insurance
obtained in accordance with this Article.
8.3 Additional Insured

Except for Employers Liability or Workers Compensation Insurance ,
CONTRACTOR, will to the maximum extent permitted by APPLICABLE LAWS,
include COMPANY GROUP as an additional insured on all insurance policies
applicable to performance of the CONTRACT, but only to the extent of
CONTRACTORs obligations to INDEMNIFY COMPANY GROUP under the
CONTRACT.
8.4 Subrogation Waiver

All insurance policies applicable to performance of the CONTRACT will, to the
maximum extent permitted by APPLICABLE LAWS, be endorsed to provide
that underwriters waive any rights of recourse, including subrogation rights,
against COMPANY GROUP, but only to the extent CONTRACTOR is obligated
to INDEMNIFY COMPANY GROUP under the CONTRACT.
8.5 SUBCONTRACTORS
Where any SUBCONTRACTOR is performing any part of the CONTRACT,
CONTRACTOR will ensure that insurance specified in the SUBCONTRACTS is
consistent with the requirements of this Article. SUBCONTRACTORS are not
required to carry insurances duplicating insurance CONTRACTOR or
COMPANY has agreed to provide.
8.6 Notice and Replacement

CONTRACTOR will notify COMPANY of any cancellation or material change to
the terms of any insurance within seven days of receipt of the insurers
notification to that effect. If CONTRACTOR fails to maintain any insurance
required by the CONTRACT, COMPANY will have the right to procure the
insurance, set off the costs against amounts owed to CONTRACTOR, and
require prompt repayment by CONTRACTOR.
8.7 Deductibles and Precedence

CONTRACTOR is responsible for paying all deductibles on the insurances
stipulated in the INSURANCE REQUIREMENTS. All insurance policies which
the CONTRACTOR GROUP is required to arrange in accordance with the
INSURANCE REQUIREMENTS are primary in relation to insurance
COMPANY GROUP may have in place, without right of contribution from any
COMPANY GROUP insurance.
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9. COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES,

AND HSSE STANDARDS
9.1 APPLICABLE LAWS

(a) CONTRACTOR represents that it is familiar with and will comply, and
ensure that CONTRACTOR GROUP complies, with APPLICABLE LAWS in
the performance of the CONTRACT.
(b) CONTRACTOR will notify COMPANY in writing of any material breaches
of APPLICABLE LAWS related to the performance of the CONTRACT and
remedy non-compliance immediately.
(c) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES
arising out of CONTRACTOR GROUPs non-compliance with
APPLICABLE LAWS.
9.2 Business Principles

(a) CONTRACTOR acknowledges that it has actual knowledge of:
(i) the Shell General Business Principles, available at
www.shell.com/sgbp, and the Shell Supplier Principles, available
at www.shell.com/suppliers;
(ii) the Shell Code of Conduct, available at
http://www.shell.com/home/content/aboutshell/who_we_are/ou
r_values/code_of_conduct/; and
(iii) the Shell Global Helpline, available at
http://www.shell.com/home/content/aboutshell/who_we_are/ou
r_values/compliance_helpline/.
(b) CONTRACTOR agrees that it and each member of CONTRACTOR GROUP
will adhere to the principles contained in the Shell General Business
Principles and Shell Supplier Principles (or where CONTRACTOR has
adopted equivalent principles, to those equivalent principles) in all its
dealings with or on behalf of COMPANY in connection with this
CONTRACT and related matters.
(c) In the event that CONTRACTOR GROUP supplies staff that work on
behalf of COMPANY or represent COMPANY, CONTRACTOR commits
that the staff supplied will behave in a manner that is consistent with the
Shell Code of Conduct.
(d) CONTRACTOR will notify COMPANY immediately it becomes aware of
any behaviour by staff of COMPANY GROUP, or CONTRACTOR GROUP
which is, or may be, inconsistent with the Shell General Business
Principles, the Shell Supplier Principles, or the Shell Code of Conduct
where applicable, or where CONTRACTOR has adopted equivalent
principles, their equivalent. CONTRACTOR may make use of the Shell
Global Helpline to report any suspected violations of the above.
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9.3 Anti-Bribery and Corruption

(a) CONTRACTOR represents that, in connection with this CONTRACT and
related matters:
(i) it is knowledgeable about ANTI-BRIBERY LAWS applicable to the
performance of SCOPE and will comply with all such laws; and
(ii) CONTRACTOR GROUP has not made, offered, authorised, or
accepted, and will not make, offer, authorise, or accept, any
payment, gift, promise, or other advantage, whether directly or
through any other PERSON, to or for the use or benefit of any
GOVERNMENT OFFICIAL or any other PERSON where that
payment, gift, promise, or other advantage would: (A) comprise a
facilitation payment; or (B) violate the relevant ANTI-BRIBERY
LAWS.
(b) CONTRACTOR will immediately notify COMPANY if CONTRACTOR
receives or becomes aware of any request from a GOVERNMENT
OFFICIAL or any other PERSON that is prohibited by the preceding
paragraph.
(c) COMPANYs appointment of CONTRACTOR is expressly made on the
basis that ANTI-BRIBERY LAWS and the Shell General Business
Principles will not be violated. CONTRACTOR acknowledges that the
contents of this CONTRACT may be disclosed by COMPANY to third
parties for the purposes of demonstrating compliance with this Article.
(d) CONTRACTOR affirms that no member of CONTRACTOR GROUP is a
GOVERNMENT OFFICIAL or other PERSON who could assert illegal
influence on behalf of COMPANY or its AFFILIATES. If a member of
CONTRACTOR GROUP becomes a GOVERNMENT OFFICIAL,
CONTRACTOR will promptly notify COMPANY and remove that individual
from performance in connection with SCOPE at COMPANYs request.
(e) CONTRACTOR will maintain adequate internal controls and procedures
to ensure compliance with ANTI-BRIBERY LAWS, including the ability to
demonstrate compliance through adequate and accurate recording of
transactions in its BOOKS AND RECORDS.
(f) COMPANY has the following rights to conduct audits in connection with
ANTI-BRIBERY LAWS:
(i) COMPANY will have the right to confirm through audit
CONTRACTORs satisfaction of the compliance and record keeping
obligations set out in this Article.
(ii) CONTRACTOR will keep BOOKS AND RECORDS available for audit
while the CONTRACT is in effect and thereafter for ten (10) years
following termination of the CONTRACT.
(iii) Audits may take place during performance or after conclusion of
activities, so long as notice of an audit is provided prior to the
expiration of the period set out above for the retention of BOOKS
99
AND RECORDS. Conditions of the audit will be as prescribed for

financial and performance audits in the CONTRACT.
(g) Where CONTRACTOR relies on any other member of CONTRACTOR
GROUP to perform part of SCOPE, CONTRACTOR will ensure that that
member of CONTRACTOR GROUP:
(i) maintains its BOOKS AND RECORDS for the same purposes and for
equivalent periods; and
(ii) provides records, which may be required by COMPANY to similarly
confirm satisfaction of the compliance and record keeping
obligations.
(h) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES
arising out of CONTRACTORs breach of ANTI-BRIBERY LAWS or any
related undertakings in this Article.
9.4 Export and Trade Controls

(a) CONTRACTOR represents that it is knowledgeable about, will keep up to
date with, and will ensure that CONTRACTOR GROUP complies with, all
applicable TRADE CONTROL LAWS.
(b) CONTRACTOR will provide COMPANY, in writing, the relevant export
control classification number (ECCN) and applicable jurisdictions for
any dual-use or military items (i.e. goods, SOFTWARE, or technology), as
well as harmonised system codes for any items provided pursuant to the
CONTRACT. In addition, CONTRACTOR will ensure that COMPANY
PROVIDED ITEMS are used in accordance with applicable TRADE
CONTROL LAWS.
(c) CONTRACTOR will be responsible for obtaining all necessary import and
export licences, or any other customs licences, which may be required by
APPLICABLE LAWS for any items, SOFTWARE, or technology provided
by or on behalf of CONTRACTOR in connection with performance of the
CONTRACT, except where the CONTRACT provides otherwise. When
those licences or authorisations are obtained, CONTRACTOR will provide
COMPANY written notice of all applicable conditions, including those
restricting their further export, use, or release.
(d) CONTRACTOR will ensure that, except with the prior written consent of
COMPANY:
(i) COMPANY PROVIDED ITEMS are not exported, provided, or
made available, to any RESTRICTED JURISDICTION or
RESTRICTED PARTIES;
(ii) CONTRACTOR PERSONNEL with access to COMPANY GROUPs
technical information, information technology resources (including
COMPANY GROUPs infrastructure), or COMPANY GROUP
WORKSITES, are not RESTRICTED PARTIES or nationals of a
RESTRICTED JURISDICTION; and
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(iii) CONTRACTOR will not utilise SUBCONTRACTORS that are

RESTRICTED PARTIES.
9.5 PERSONAL DATA Protection

CONTRACTOR may be required to process PERSONAL DATA on behalf of
COMPANY. Performance of the CONTRACT may require disclosure of
PERSONAL DATA to CONTRACTOR or other members of CONTRACTOR
GROUP. In such cases, CONTRACTOR agrees to maintain strict confidentiality
of the PERSONAL DATA and comply, and ensure that other members of
CONTRACTOR GROUP comply, with the relevant APPLICABLE LAWS. Any
member of CONTRACTOR GROUP processing PERSONAL DATA must enter
into a standard form data processing agreement as advised by COMPANY.
9.6 Health, Safety, Security, and Environment (HSSE)

(a) In performing SCOPE at COMPANY GROUP WORKSITES, CONTRACTOR
will at all times:
(i) pursue Shells HSSE principle of Goal Zero;
(ii) comply with Shells Life Saving Rules, available at
http://www.shell.com/global/environment-
society/safety/culture.html; and
(iii) comply with other applicable HSSE STANDARDS.
(b) CONTRACTOR will cause CONTRACTOR PERSONNEL to take
precautions necessary to comply with HSSE STANDARDS. COMPANY
may require CONTRACTOR to remove, at CONTRACTORs cost, any
CONTRACTOR PERSONNEL from any COMPANY GROUP WORKSITE or
from the performance of SCOPE, for violation, in the opinion of
COMPANY, of HSSE STANDARDS. In such event, CONTRACTOR will
provide a suitable replacement for any such CONTRACTOR PERSONNEL
within a reasonable time and at no additional cost to COMPANY.
(c) CONTRACTOR is responsible for the adequacy, stability, and safety of all
its operations and methods necessary for the performance of SCOPE at
all WORKSITES. CONTRACTOR is solely responsible for determining the
nature and scope of HSSE risks associated with the performance of
SCOPE and for managing those risks.
(d) Where performance of SCOPE requires HSSE accreditations,
CONTRACTOR will satisfy all requirements for the accreditation prior to
commencement of performance and will keep its accreditations in good
standing.
9.7 NIGERIAN CONTENT OBLIGATIONS

(a) The CONTRACTOR will comply, and secure compliance by its
SUBCONTRACTORS, with all APPLICABLE LAWS on NIGERIAN CONTENT.
The CONTRACTOR will also maximise the NIGERIAN CONTENT in its
operations in accordance with SECTION V SCOPE DESCRIPTION.
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In particular, the CONTRACTOR will promote the sustainable development of

Nigerian businesses as suppliers and service providers, establish training
programs as well as utilise as much as possible goods and services to be
procured from Nigerian markets.
(b) Any contravention of the APPLICABLE LAWS on NIGERIAN CONTENT or
failure by the CONTRACTOR to comply with its NIGERIAN CONTENT
obligations as outlined in SECTION V SCOPE DESCRIPTION, will entitle the
COMPANY to terminate the CONTRACT in accordance with the termination
provisions set out in Article 5 SECTION IIIB. The CONTRACTOR will include
the provisions of this Article in all its SUBCONTRACTS.
10. CONFIDENTIALITY
10.1 Obligations in Connection with CONFIDENTIAL INFORMATION

(a) CONTRACTOR will not disclose or permit a disclosure to a third party of
COMPANYs CONFIDENTIAL INFORMATION.
(b) CONTRACTOR will use COMPANYs CONFIDENTIAL INFORMATION
only in connection with performance of the CONTRACT.
(c) CONTRACTOR may disclose COMPANYs CONFIDENTIAL
INFORMATION only to the extent of the following:
(i) disclosure is expressly permitted by the CONTRACT;
(ii) COMPANY has requested or consented in writing to the disclosure;
or
(iii) disclosure is necessary to perform SCOPE and is made: (A) only to
those in CONTRACTOR GROUP who have agreed to be bound by
confidentiality provisions no less stringent than those assumed by
CONTRACTOR; and (B) provided that CONTRACTOR remains liable
to COMPANY GROUP for any breach of obligations by those
PERSONS.
10.2 Exceptions
(a) Any restriction on disclosure and use does not apply to information that
CONTRACTOR can prove:
(i) was in public knowledge at the time of its disclosure;
(ii) was in the possession of CONTRACTOR without binder of
secrecy at the time of disclosure; or
(iii) was or is developed by CONTRACTOR independently of
COMPANYs CONFIDENTIAL INFORMATION.
(b) Any restrictions on disclosure of COMPANYs CONFIDENTIAL
INFORMATION will cease to apply to information that CONTRACTOR
can prove:
(i) becomes part of the public knowledge through no fault of
CONTRACTOR GROUP; or
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(ii) is thereafter disclosed to CONTRACTOR without an obligation of

confidentiality by a third party who has the legal right to do so.
(c) CONFIDENTIAL INFORMATION does not fall within the foregoing
exceptions merely because it is embraced by more general information
that is known to CONTRACTOR or is publicly available. Combinations of
information are not within exceptions merely because individual portions
of information are within the exceptions.
10.3 Disclosure Required by APPLICABLE LAW

(a) If CONTRACTOR is required to disclose any of COMPANYs
CONFIDENTIAL INFORMATION because it is ordered by courts,
arbitrators, or governmental authorities, under APPLICABLE LAWS,
CONTRACTOR will:
(i) give immediate notice to COMPANY so that COMPANY may
oppose the requirement or seek a protective order or other
confidential treatment; and
(ii) withhold disclosure, where it may do so, until COMPANY has
had a reasonable opportunity to obtain a protective order or notify
CONTRACTOR of its decision not to do so.
(b) Thereafter, CONTRACTOR will furnish only that part of COMPANYs
CONFIDENTIAL INFORMATION that is legally required to be furnished
and will use reasonable endeavours to ensure confidential treatment is
accorded to that which is furnished.
10.4 Return
CONTRACTOR will return promptly any CONFIDENTIAL INFORMATION and
delete it from electronic storage, and delete or destroy all extracts or analyses
that reflect any CONFIDENTIAL INFORMATION:
(i) after expiration or termination of the CONTRACT; or
(ii) at COMPANYs request.
10.5 CONTRACTOR Information

Except where the obligation is assumed elsewhere in the CONTRACT or
pursuant to a separate agreement, COMPANY GROUP will not have an
obligation of non-disclosure or non-use regarding information provided by
CONTRACTOR or any other member of CONTRACTOR GROUP.
10.6 External Communications

CONTRACTOR must obtain written approval from COMPANY before
proceeding with any: external communications in connection with the
CONTRACT; disclosure of business relationships; or use of COMPANYs
trademarks. CONTRACTOR will ensure that other members of CONTRACTOR
GROUP abide by this requirement.
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11. INTELLECTUAL PROPERTY
11.1 COMPANYs IP RIGHTS

This CONTRACT does not grant CONTRACTOR GROUP any rights, title, or
interest in or to COMPANY GROUPs IP RIGHTS, other than those set out in
the CONTRACT.
11.2 IP RIGHTS derived from COMPANYs IP RIGHTS

(a) IP RIGHTS created by modifications, amendments, enhancements, or
improvements (including tailor-made to the specifications of COMPANY)
to COMPANY GROUPs IP RIGHTS, or made using COMPANY GROUPs
CONFIDENTIAL INFORMATION:
(i) will vest with COMPANY or its nominee when created; and
(ii) are assigned, along with all rights, title, and interest in those IP
RIGHTS by CONTRACTOR to COMPANY or its nominee.
(b) CONTRACTOR irrevocably waives, and will cause other members of
CONTRACTOR GROUP to irrevocably waive, any related moral or similar,
non-transferable rights that it or its employees or other members of
CONTRACTOR GROUP may have.
(c) CONTRACTOR will execute, and will cause any other member of
CONTRACTOR GROUP to execute documents, and take all other steps as
may reasonably be necessary to document the ownership of COMPANY or
its nominee in the IP RIGHTS to allow COMPANY to secure, protect, and
enforce those rights for the benefit and full use of COMPANY GROUP.
11.3 IP RIGHTS for SCOPE Designed for COMPANY

(a) All IP RIGHTS pertaining to SCOPE designed for COMPANY, including
SCOPE designed to meet COMPANY GROUP specifications and related
WORK PRODUCT, will vest exclusively in COMPANY or its nominee
promptly upon the generation of those IP RIGHTS.
(b) CONTRACTOR will execute, and will cause any other member of
CONTRACTOR GROUP to execute, all documents and take such other
steps as may reasonably be necessary to transfer such rights to
COMPANY or its nominee and to otherwise secure, protect, and enforce
such rights for the benefit and full use of COMPANY GROUP.
(c) CONTRACTOR grants to COMPANY GROUP the irrevocable, non-
exclusive, perpetual, worldwide, royalty-free right and licence, with the
right to transfer, assign, or grant sub-licences in CONTRACTORs IP
RIGHTS embodied in SCOPE and WORK PRODUCT to the extent
necessary to allow COMPANY GROUP to possess, use, exploit, and modify
SCOPE and WORK PRODUCT.
11.4 CONTRACTORs IP RIGHTS

(a) COMPANYs ownership rights in SCOPE under the preceding sub-articles
will not extend to CONTRACTOR GROUPs IP RIGHTS that:
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(i) pre-existed performance under the CONTRACT;

(ii) are developed independently from performance of the
CONTRACT; or
(iii) are used by CONTRACTOR in connection with or to perform the
CONTRACT, but are not based on or arising out of COMPANYs IP
RIGHTS or CONFIDENTIAL INFORMATION.
(b) CONTRACTOR, warranting that it is entitled to do so, grants to
COMPANY GROUP the irrevocable, non-exclusive, perpetual, worldwide,
royalty-free right and licence, with the right to grant sub-licences, to
possess, and use any of CONTRACTORs IP RIGHTS embodied in SCOPE,
including the right to import, export, operate, sell, maintain, and repair
SCOPE. CONTRACTOR warrants that any possession or use of SCOPE or
of CONTRACTORs IP RIGHTS will not infringe the IP RIGHTS of any
third party.
(c) CONTRACTOR warrants that any WORK PRODUCT related to the
CONTRACT will be the original work of CONTRACTOR, its employees,
and if applicable, other third parties engaged by it. CONTRACTOR
warrants that the possession, use, or distribution by COMPANY or other
members of COMPANY GROUP and its or their customers or nominees of
WORK PRODUCT or of any other materials made available to COMPANY
by CONTRACTOR in connection with SCOPE, will not infringe or
misappropriate the IP RIGHTS of any third party.
11.5 Safekeeping
CONTRACTOR will hold all original documents comprising WORK PRODUCT
in safekeeping and will maintain a record sufficient to evidence the process of
independent creation. At COMPANYs request, CONTRACTOR will deliver to
COMPANY any WORK PRODUCT related to SCOPE designed for COMPANY.
11.6 Indemnity
(a) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees,
transferees, and sub-licensees permitted by this CONTRACT for any
LIABILITIES resulting from any claim that the possession or use of any
SCOPE or WORK PRODUCT infringes or misappropriates the IP RIGHTS
of any third party.
(b) CONTRACTOR will not, without the prior written consent of COMPANY,
settle or compromise any infringement claim if the settlement or
compromise obligates COMPANY GROUP to part with any property,
assume any obligation (including the payment of money), grant any
licence or other rights, or be subject to any injunction by reason of the
settlement or compromise.
11.7 Substitution on Infringement

Where items, designs, processes, methods, information, SCOPE, WORK
PRODUCT specified or delivered by CONTRACTOR and used or proposed to
105
be used by COMPANY GROUP or its nominees, are held to constitute

infringement or misappropriation of a third partys IP RIGHTS and their use is
wholly or partially prevented, CONTRACTOR will promptly at its own expense
either procure the right to use the same or replace them with non-infringing
items, designs, processes, methods, information, materials, goods, or services
of at least equivalent functionality.
12. FINANCIAL AND PERFORMANCE AUDIT
12.1 Right and Purpose

(a) COMPANY will have the right to audit:
(i) at-cost rates (including formulae and make-up of rates, overhead,
and payroll burden factors, uplifts, direct cost, and other cost
reimbursable items under the CONTRACT), but not the basis or
make-up of lump sums or fixed rates that are not at-cost;
(ii) invoiced charges and proper invoicing;
(iii) other BOOKS AND RECORDS; and
(iv) the performance of any other of CONTRACTORs obligations
under the CONTRACT, where capable of being verified by audit.
(b) Based on the findings of the audit:
(i) COMPANY may make a prospective and retroactive adjustment of
the applicable at-cost rates as referred to above;
(ii) the parties will settle any amounts charged incorrectly within 45
days of any audit finding; and
(iii) CONTRACTOR will provide any SCOPE, or refund, repair,
replace, or re-perform any SCOPE where the requirement to do so is
identified by any audit within 45 days of any audit finding, except
where it is not reasonably practical to accomplish the foregoing in
45 days, in which case the remedial actions must be performed as
soon as reasonably practicable with exercise of all diligence.
12.2 Period to Retain BOOKS AND RECORDS

CONTRACTOR will keep BOOKS AND RECORDS available for audit for the
longer of the following periods:
(i) five (5) years following termination of the CONTRACT or any
longer period as required by APPLICABLE LAWS; or
(ii) two (2) years after the period expires on any obligation of
CONTRACTOR to refund, repair, replace, or re-perform any SCOPE
(including correction of defects).
12.3 Conditions of Audit

(a) CONTRACTOR will cooperate fully with COMPANY and its
representatives in the carrying out of any audit.
106
(b) At no cost to COMPANY and on its request, CONTRACTOR will provide:

(i) adequate and safe access to the BOOKS AND RECORDS in
readable format and physical facilities necessary to conduct the
audit;
(ii) reasonable access to individuals who may be required to
facilitate the audit or provide relevant information in connection
with it; and
(iii) copies of BOOKS AND RECORDS.
(c) Audits may take place after the conclusion of activities or at intervals
during performance of SCOPE, so long as notice of an audit is provided
prior to the expiration of the period set out above for the retention of
BOOKS AND RECORDS.
(d) COMPANY will give reasonable notice of the timing and scope of any
audit. COMPANY will keep confidential within its internal and external
audit resources all information provided by CONTRACTOR that is
proprietary, competitively sensitive, or otherwise confidential, and is
identified as such.
12.4 Application of Audit Requirements to SUBCONTRACTORS

CONTRACTOR will ensure that any SUBCONTRACTORS are bound to permit
audits by COMPANY under the same conditions as provided in the CONTRACT.
13. RELATIONSHIP OF PARTIES
13.1 Independent CONTRACTOR

CONTRACTOR is an independent contractor in all aspects of performance
under the CONTRACT. CONTRACTOR is responsible for the method and
manner of performance to achieve the results required by the CONTRACT.
13.2 No Business Relationship

Neither the CONTRACT nor its performance creates a partnership or joint
venture, and no party is appointed as an agent of the other. The CONTRACT
does not permit CONTRACTOR to make any commitment on behalf of
COMPANY GROUP. CONTRACTOR and CONTRACTOR PERSONNEL are not
to be considered employees of any member of COMPANY GROUP and are not
eligible to participate in any of COMPANY GROUPs employee benefit plans.
CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES
related to claims for benefits by CONTRACTOR or CONTRACTOR
PERSONNEL.
13.3 Exclusive Rights and Responsibilities of COMPANY

(a) COMPANY enters into the CONTRACT on its own behalf and on behalf of
its CO-VENTURERS, where applicable, but CONTRACTOR agrees to look
solely to COMPANY for performance and payment. No obligations are
assumed by any CO-VENTURER.
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(b) CONTRACTOR agrees to refrain from making claims or commencing

proceedings against any CO-VENTURER or any member of COMPANY
GROUP other than COMPANY. CONTRACTOR expressly waives any
LIABILITIES any CO-VENTURER may owe to CONTRACTOR under
APPLICABLE LAWS.
(c) A CO-VENTURER, with COMPANYs consent, and COMPANY are each
entitled to enforce any obligation arising out of the CONTRACT.
COMPANY is further entitled to make any claim in its own name on
behalf of any CO-VENTURER. All such claims are subject to any
limitations or exclusions imposed by the CONTRACT.
13.4 CONTRACTOR as Unincorporated Venture

For the purposes of this aub-article 13.4, If CONTRACTOR is an
unincorporated joint venture or similar entity, the CONTRACTOR will be
regarded as a Consortium and the following provisions will apply;
a. Prior to commencing the performance of the SCOPE, the
CONTRACTOR will submit to COMPANY, a certified true
copy of the Consortium Agreement dated [xxxx] executed
between the Consortium members constituting the
CONTRACTOR [insert names of the members].
b. The CONTRACTOR will submit to COMPANY a power of
attorney, where applicable, in favour of the Consortium
member and name of the authorized representative of the
Consortium who is authorized to amongst others; enter
into contractual relation with third parties; effect and
receive payments under the CONTRACT (if applicable);
receive and act upon instructions from COMPANY; incur
liabilities and; settle disputes on behalf of the Consortium
members.
c. The Consortium members will be jointly and severally
liable for all CONTRACTORs responsibilities and
liabilities under the CONTRACT, including, the
performance of the SCOPE in accordance with the
CONTRACT.
d. In the event of a dispute between the Consortium
members which affects the performance of the SCOPE, or
if the Consortium Agreement is terminated on its terms
before the COMPLETION of all the SCOPE under the
CONTRACT, COMPANY reserves the right to terminate
the CONTRACT and at the CONTRACTORs sole expense,
appoint any contractor to complete the SCOPE or at its
discretion, complete the SCOPE itself.
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14. CONTRACTOR PERSONNEL AND SUBCONTRACTING
14.1 Responsibility
CONTRACTOR is responsible for any SCOPE performed by and all activities,
omissions, and defaults of any SUBCONTRACTOR and all CONTRACTOR
PERSONNEL, as if they were the activities, omissions, or defaults of
CONTRACTOR.
14.2 Condition to SUBCONTRACT

(a) CONTRACTOR may not subcontract any part of its obligations under the
CONTRACT except as agreed in writing by COMPANY.
(b) CONTRACTOR will not subcontract all of its obligations under the
CONTRACT.
14.3 Responsibility for SUBCONTRACTS

(a) CONTRACTOR will fully and timely perform all its obligations in its
SUBCONTRACTS with each SUBCONTRACTOR.
(b) CONTRACTOR will not bind COMPANY GROUP in any SUBCONTRACT.
14.4 Formation and Content of SUBCONTRACTS; Further Requirements

(a) Unless agreed otherwise, and before CONTRACTOR enters into any
SUBCONTRACT, CONTRACTOR will provide COMPANY an adequate
opportunity to review the SUBCONTRACT award process, the
SUBCONTRACT, the choice of the SUBCONTRACTOR, the obligations
that will be covered under the SUBCONTRACT, and any other details that
COMPANY may request.
(b) Where SUBCONTRACTS are reimbursable, CONTRACTOR will allow
COMPANY to review the costs of those SUBCONTRACTS and the
elements supplied by SUBCONTRACTORS comprising the costs.
CONTRACTOR will comply with any instructions given by COMPANY
following its review of a SUBCONTRACT.
(c) CONTRACTOR will ensure that SUBCONTRACTS are in all material
respects consistent with the terms and conditions of the CONTRACT and
will include in each SUBCONTRACT:
(i) the unconditional right of assignment or novation of the
SUBCONTRACT in whole or in part to COMPANY or its nominee
which may be made by the delivery of COMPANYs written notice to
the SUBCONTRACTOR;
(ii) that any obligations of performance owed by SUBCONTRACTOR
(including warranties and actions required to remedy defective
SCOPE or cure any defaults) may be enforced by either COMPANY
or CONTRACTOR; and
(iii) CONTRACTORs unconditional right to suspend or terminate the
SUBCONTRACT upon COMPANYs instruction on terms at least
109
equivalent to those included in this CONTRACT for suspension and

termination.
15. ASSIGNMENT
15.1 Assignment by Notice and Consent

Except as provided below, an assignment or novation of all or any part of the
CONTRACT requires the written consent of the other party.
15.2 Assignment by Notice Only

In the following cases, COMPANY may assign and novate all or part of the
CONTRACT without the consent of CONTRACTOR by giving written notice to
CONTRACTOR:
(i) where COMPANY is an AFFILIATE of Royal Dutch Shell plc,
COMPANY may assign all or part of the CONTRACT to its
AFFILIATE, to its JOINT VENTURE, or CO-VENTURER; or
(ii) where COMPANY is not an AFFILIATE of Royal Dutch Shell plc,
COMPANY may assign all or part of the CONTRACT to its own
AFFILIATE or to an AFFILIATE of Royal Dutch Shell plc.
15.3 Cooperation
The parties will cooperate in promptly providing and signing documents
evidencing consent, assignment, or novation.
15.4 Successors
The CONTRACT will be binding on and inure to the benefit of any successor to
the CONTRACT, including any assignees.
16. FORCE MAJEURE
16.1 FORCE MAJEURE EVENTS

(a) COMPANY and CONTRACTOR are each excused from performance of the
affected part of an obligation under the CONTRACT while performance is
prevented by a FORCE MAJEURE EVENT unless the event:
(i) was contributed to by the fault of the party or was due to
circumstances that could have been avoided or mitigated by the
exercise of reasonable diligence by (A) any member of
CONTRACTOR GROUP where CONTRACTOR claims force majeure
or (B) any member of COMPANY GROUP where COMPANY claims
force majeure; or
(ii) relates to an inability to make payments of money or secure
funds.
(b) Only the following are FORCE MAJEURE EVENTS:
(i) riots, wars, blockades, or acts of sabotage;
110
(ii) threats or acts of terrorism;

(iii) radioactive contamination;
(iv) earthquakes, floods, fires, named hurricanes or cyclones, tidal
waves, tornadoes, or other natural physical disasters;
(v) epidemics;
(vi) maritime or aviation disasters;
(vii) strikes or labour disputes at a national or regional level or involving
labour not forming part of CONTRACTOR GROUP or COMPANY
GROUP, which materially impair the ability of the party claiming
force majeure to perform the CONTRACT;
(viii) government sanctions, embargoes, mandates, or laws, that prevent
performance;
(ix) inability of a party to timely obtain licences, permits, or
governmental consent, required for performance despite
demonstrable exercise of reasonable diligence and efforts; or
(x) non-performance of a partys SUBCONTRACTOR where the
SUBCONTRACTOR has been or is affected by one of the above
FORCE MAJEURE EVENTS. However, performance will only be
excused under this sub-paragraph if the parties to the CONTRACT
agree that substitute performance by another SUBCONTRACTOR is
impracticable under the circumstances.
16.2 Cost and Conduct during the FORCE MAJEURE EVENT

(a) CONTRACTOR will take reasonable measures to protect SCOPE where
CONTRACTOR has advanced notice of an impending FORCE MAJEURE
EVENT.
(b) Delays associated with a FORCE MAJEURE EVENT will be addressed
through a VARIATION ORDER, but each party will bear its own costs
related to or as a consequence of a FORCE MAJEURE EVENT.
(c) A party whose performance is delayed or prevented will:
(i) notify the other party without delay;
(ii) use all reasonable endeavours (including acceleration of
schedules on resumption of performance) to mitigate the effects;
and
(iii) provide on a continuing basis plans for resumed performance and
revised schedules.
16.3 Termination
(a) COMPANY may terminate the CONTRACT if any FORCE MAJEURE
EVENT results in a delay that exceeds 90 consecutive or 180 cumulative
days, except where COMPANY has provided a VARIATION ORDER to
account for the consequences of the FORCE MAJEURE EVENT.
111
(b) In case of termination, COMPANY will pay the contracted amount for the
amounts owed to CONTRACTOR for SCOPE properly performed prior to
termination, or where a part of SCOPE performed in accordance with the
CONTRACT does not have a segregated contracted price, then an amount
based on COMPANYs fair valuation.
17. NOTICES
17.1 Requirements
All notices or other communications under the CONTRACT must be in English
and in writing, and:
(i) delivered by hand;
(ii) sent by prepaid courier;
(iii) sent by registered post; or
(iv) sent by email with confirmation receipt requested.
17.2 Effectiveness
Notices and communications are effective when actually delivered at the
address specified in the CONTRACT for receipt of notices, which may be
evidenced by a confirmation of the receiving party, a delivery confirmation by
the courier or postal service, or a confirmation generated by the recipients
email server.
17.3 Exceptions
(a) Different notice provisions may be arranged, such as notices provided
through electronic communications management tools specified by
COMPANY, where the requirements are specified in the CONTRACT.
(b) Notice provisions specified in this Article will not apply to service of
subpoenas or notices in connection with legal proceedings in court or
administrative actions, which instead are required to be made in
accordance with APPLICABLE LAWS.
18. GOVERNING LAW AND DISPUTE RESOLUTION
18.1 Governing Law

This CONTRACT, and any dispute or claim arising out of or in connection with
this CONTRACT or its subject matter or formation, including any non-
contractual disputes or claims, will be exclusively governed by and construed
in accordance with the laws of the Federal Republic of Nigeria, excluding
conflict of law rules and choice of law principles that provide otherwise. The
United Nations Convention on the International Sale of Goods will not apply to
this CONTRACT.
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18.2 Dispute Resolution

(a) Any dispute or claim arising out of or in connection with the CONTRACT
or its subject matter or formation, whether in tort, contract, under
statute, or otherwise, including any question regarding its existence,
validity, interpretation, breach, or termination, and including any non-
contractual claim, will be finally and exclusively resolved by arbitration
under the arbitration rules of the Arbitration and Conciliation Act, Cap.
A18, Laws of the Federation of Nigeria, 2004 and any amendments
thereto (the ACT).
(b) The arbitral tribunal, to be appointed in accordance with the ACT, will
consist of one arbitrator. However, if either party asserts the amount in
controversy exceeds USD $5 million, then the tribunal will consist of
three arbitrators.
(c) The seat of the arbitration will be Lagos, Nigeria.
(d) The language of the arbitration will be English.
(e) Each party waives, to the fullest extent permitted by law, any right under
the laws of any jurisdiction:
(i) to apply to any court or other judicial authority to determine any
preliminary point of law; and
(ii) to appeal or otherwise challenge the award, other than on the
same grounds on which recognition and enforcement of an award
may be refused under the ACT.
(f) Nothing in this Article will be construed as preventing any party from
seeking conservatory or similar interim relief from any court with
competent jurisdiction.
(g) Any award rendered by the arbitral tribunal will be made in writing and
will be final and binding on the parties. The parties will carry out the
award without delay. Judgment upon any award or order may be entered
in any court having jurisdiction.
(h) All aspects of the arbitration will be considered confidential.
19. SUSTAINABLE DEVELOPMENT

19.1 The Royal Dutch/Shell Group of Companies have a commitment to
contribute to Sustainable Development. COMPANY has accepted and is
committed to the Brundtland Commission statement that meeting the
needs of the present without compromising the ability of future generations
to meet their own needs.
19.2 COMPANY expects and requires the CONTRACTOR to contribute to
sustainable development in the way it executes the WORK. Specific
sustainable development initiatives will be detailed in Section V SCOPE
DESCRIPTION.
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20. TEMPORARY FACILITIES

20.1 Where CONTRACTOR constructs, erects or installs concrete building
facilities on land provided by COMPANY, such facilities will form part of
TEMPORARY FACILITIES for the performance of the SCOPE, (which includes
but not limited to construction camp, accommodation, offices, catering,
medicals, waste disposal, fabrication facilities, laydown), and will be deemed
to be the property of COMPANY.
20.2 The CONTRACTOR will be responsible for maintaining the TEMPORARY
FACILITIES in good and serviceable order and for procuring relevant
INSURANCE as may be required throughout the CONTRACT duration until
COMPLETION. The cost of maintaining the TEMPORARY FACILITIES is
deemed to be included in the CONTRACT PRICE.
20.3 The CONTRACTOR will not remove or dispose of part or whole of the
TEMPORARY FACILITIES without the express written approval of COMPANY.
20.4 At the COMPLETION of the CONTRACT, COMPANY will at its sole discretion
either:
(a) Offer the CONTRACTOR the option of first refusal to purchase part or
whole of the TEMPORARY FACILITIES at salvage price to be agreed
between the parties, or;
(b) Instruct the CONTRACTOR to dismantle part or whole of the
TEMPORARY FACILITIES and remove same to COMPANYs main office or
to any other location(s) within similar proximity as may be instructed by
COMPANY, or;
(c) Instruct the CONTRACTOR to dismantle part or whole of the
TEMPORARY FACILITIES and dispose of same in a safe and lawful
manner
20.5 The cost of dismantling the TEMPORARY FACILITIES, removing them
from the erected location(s) to COMPANYs location(s), or disposing of them
is deemed to be included in the CONTRACT PRICE.
21. ADDITIONAL LEGAL PROVISIONS
21.1 Further Assurances

The parties will take such actions as may be reasonably required to perform
the CONTRACT, including providing information and delivering documents, so
long as the actions are consistent with the CONTRACT provisions and do not
require a party to assume a material obligation that is not specified in the
CONTRACT.
21.2 Retention of Rights

The parties retain their rights and remedies under APPLICABLE LAWS,
subject to any provisions in the CONTRACT that provide otherwise.
21.3 Mitigation of Loss

Each party will take all reasonable steps to mitigate any LIABILITIES
resulting from breach of CONTRACT by the other party.
114
21.4 Specific Performance

COMPANY is entitled to specific performance of the CONTRACT.
21.5 Non-Waiver
A provision of the CONTRACT is not waived unless made in writing by an
authorised representative of the waiving party. The delay or failure of a party
to enforce a provision under the CONTRACT does not constitute a waiver of
that provision. The waiver of a right or the partial exercise of a remedy does
not limit a partys entitlement to later exercise that right or remedy.
21.6 Invalidity and Severability

If any provision of the CONTRACT is determined invalid or unenforceable in
any respect, the provision will remain enforceable in all other respects, and all
other provisions of the CONTRACT will be given full effect. The parties agree
to replace the provision with a valid provision that achieves to the greatest
possible extent the purposes of the original provision.
21.7 Survival
Provisions that state that they survive or by their nature are intended to
survive completion of performance or termination of the CONTRACT do so,
along with all remedies attached to them. Provisions that survive include any
indemnities, limitations, exclusions, and releases, as well as provisions
regarding duties on termination, TAXES, audit rights, record keeping
obligations, governing law, dispute resolution, insurance, confidentiality, and
protection of intellectual property. Those provisions will survive for the period
set out in the CONTRACT, or if no period is specified, then indefinitely, except
as may be limited by APPLICABLE LAWS.
21.8 Amendments
Amendments to the CONTRACT must be made in writing and signed by the
parties authorised representatives in order to be binding.
21.9 Language
The CONTRACT, and all ancillary notices, correspondence, and other
documents, will be in English. Where translations have been provided, the
English version will prevail in case of any conflicts or inconsistencies between
translations.
21.10 Entire Agreement

(a) The CONTRACT sets forth the entire agreement between the parties
concerning its subject matter and supersedes any other agreements or
statements pertaining to the same subject matter, except those
agreements or statements expressly referenced in the CONTRACT as
included.
115
(b) Any confidentiality agreement pertaining to the subject matter will

remain in effect according to its terms, unless the CONTRACT provides
that it is terminated or replaced.
21.11 Counterparts
The CONTRACT may be signed in any number of counterparts, all of which
constitute a single instrument.
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Section IIIC Schedule of Key Dates
SECTION IIIC SCHEDULE OF KEY DATES AND LIQUIDATED DAMAGES
Numb Part of the SCOPE SCHEDULE OF KEY Liquidated

er DATES, which may be Damages for each
adjusted in accordance day or part of a day
with the CONTRACT beyond SCHEDULE
OF KEY DATES,
(US$/Day)
1 EFFECTIVE DATE OF As set-out in Purchase

COMMENCEMENT Order
OF CONTRACT
2 COMPLETION DATE As set-out in Purchase $3000/day
Order
117
Section IV Schedule of Prices
SECTION IV SCHEDULE OF PRICES
[**Paste in SCHEDULE OF PRICES here]
118
Section V Scope Description
SECTION V SCOPE DESCRIPTION
PLEASE REFER TO PART V OF ITT SCOPE OF

GOODS/SERVICES
119
Section VI Insurance Requirements
SECTION VI INSURANCE REQUIREMENTS
12. TYPES AND AMOUNTS OF INSURANCE TO BE PROVIDED BY CONTRACTOR:
12.1 Employers Liability and Worker's Compensation Insurance

(a) CONTRACTOR will provide employers liability coverage for personal injury to
or death of employees of CONTRACTOR, who are engaged in the performance
of SCOPE, to the minimum limit required by any applicable legislation,
including extended cover (where required) for working offshore, but in any
case, up to a minimum level of USD $1,000,000 per occurrence.
(b) CONTRACTOR will provide workers compensation only where required in the
jurisdiction in which SCOPE is to be supplied or where required in the locale
where CONTRACTOR PERSONNEL are employed.
12.2 General Third Party Liability Insurance

CONTRACTOR will provide third party liability insurance, including coverage
for sudden and accidental pollution and contractual liability, for any incident
or series of incidents covering the operations of CONTRACTOR in the
performance of the CONTRACT, in an amount not less than USD $5,000,000
per occurrence.
12.3 Third Party and Passenger Liability Insurance

CONTRACTOR will provide, third party and passenger liability insurance as
may be required by applicable law or similar regulation in the countries of use
for motor vehicles used by CONTRACTOR in connection with the execution of
SCOPE, with a minimum indemnity limit of USD $1,000,000 per occurrence.
12.4 Marine Insurance

(a) If any of SCOPE supplied under the CONTRACT involves the provision of
vessels by CONTRACTOR or is performed on or over navigable waters,
CONTRACTOR will provide or requires its SUBCONTRACTORS to provide the
following additional coverage:
(i) marine hull and machinery (H&M) or property insurance, including war
risk coverage and, to the extent not provided below, collision liability in
respect of all vessels used by CONTRACTOR GROUP in the performance
of SCOPE in an amount not less than the full value of all vessels, craft, or
floating equipment owned or hired by CONTRACTOR GROUP; and
(ii) protection and indemnity (P&I) liability insurance for each vessel used
in the performance of SCOPE including, but not limited to, coverage for
injuries to or death of masters, mates, and crews, wreck and debris
removal, collision and (if applicable) towers liabilities not covered under
the H&M insurance, third party injury, and property damage liability,
excess collision liabilities, and pollution liabilities.
(b) The policy limit for this insurance must be not less than the following United
States dollars per occurrence limits:
120
type/category of vessel/watercraft minimum limits minimum limits

outside US (#) for US
operations (#)
standard limits for USD USD
vessels/watercraft, except as $50,000, $150,00
000 0,000
otherwise noted below
drilling vessels (in heavy lift USD US$

vessels pipe laying vessels $250,00 500,000,
0,000 000
other vessels/rigs classified as
mobile offshore units and not
falling into one of the other
categories
vessels not engaged in the service USD USD
of tankers, offshore oil rigs, $20,000, $50,000,
000 000
service or installation of pipelines
and single point mooring buoys
small craft (< 1000 gt) or inland USD USD
craft (rivers and littoral areas), $10,000, $20,000,
000 000
which are not engaged in the
service of tankers, offshore oil
rigs, service or installation of
pipelines and single point
mooring buoys
(c) Vessels involved in specialised operations within the meaning of the P&I Club
rules will carry a limit of not less than USD $100,000,000 for such special
operations to cover loss or damage to third party installations.
12.5 Aircraft Liability Insurance

If any of SCOPE supplied under the CONTRACT involves the provision of
aircraft by CONTRACTOR, or aircraft is used by CONTRACTOR GROUP in
connection with the execution of SCOPE, CONTRACTOR will provide or
require its SUBCONTRACTORS to provide aircraft liability insurance with a
minimum limit of USD $150,000,000 per occurrence, unlimited as to the
number of occurrences.
12.6 Additional Insurance Requirements

(a) If directed by COMPANY, adequate goods in transit insurance to cover loss of
or damage to MATERIALS until arrival at any WORKSITE;
(b) CONTRACTOR will provide such further insurance as may be required under
APPLICABLE LAW.
121
APPENDIX I MODEL CAR COVER NOTE AND POLICY WORDING
Not USED
122
SECTION VII ADMINISTRATION INSTRUCTIONS
123
ARTICLE 1 - INTRODUCTION
This Part of the CONTRACT describes the procedures that shall be employed by
the COMPANY and CONTRACTOR in their respective administration
responsibilities. CONTRACTOR shall ensure that where detailed requirements are
not comprehensively set out in this section of the CONTRACT, such requirements
shall be developed in time to efficiently and effectively carry out the Work.
ARTICLE 2 - ORGANISATION
2.1 SHELL
Mail address:
Telephone number:
Fax number:
SHELL AUTHORISED REPRESENTATIVE shall be:
Name:
Ref. Indicator:
Title:
Location:
Telephone:
SHELL AUTHORISED DEPUTY REPRESENTATIVE shall be:
Name:
Ref. Indicator:
Title:
Location:
Telephone:
SHELL hereby notifies the CONTRACTOR that its AUTHORISED

REPRESENTATIVE shall be empowered to handle day-to-day administration of the
CONTRACT (including issuance of PURCHASE ORDERS and Supervise the
CONTRACTOR, and is also empowered to delegate his duties to the Authorised
Deputy Representative, if necessary.
2.2 CONTRACTOR
124
The CONTRACTOR Representative is ... He may be contacted at

.. and on telephone line .. and the
CONTRACTOR notifies SHELL that its Representative shall be empowered to
ensure that all jobs are carried out effectively.
ARTICLE 3 - COMMUNICATION
3.1 Correspondence in General
Correspondence shall be in English and shall be by letter or telex in

that order of preference.
3.2 Correspondence by Letter
All correspondence shall bear the following headings: Date,

CONTRACT reference number, CONTRACT title, CONTRACTOR
name.
If more than one subject or item is dealt with, then each subject or
item shall be referenced (A), (B), etc. as appropriate.
All correspondence shall indicate to whom copies have been sent.
3.3 Correspondence by Telex or Fax
A standard format using the following headings, shall be used for all
telexed correspondence: From:, To:, Attention:, Copy for:, Telex/Fax
reference number and date:, CONTRACT number:, CONTRACT title:,
Confidentiality Classification:, Subject:, Urgency:, Contents of
Telex/Fax:.......
If more than one subject or item is dealt with, then each subject or
item shall be referenced (A), (B), etc. as appropriate.
3.4 Meetings
If required by the COMPANY, the CONTRACTOR shall prepare

minutes of any meetings held in connection with the performance of
the CONTRACT. The CONTRACTOR shall submit proposed minutes to
the COMPANY for confirmation. If appropriate, the COMPANY shall
acknowledge the agreed minutes as being a true record of the
meeting in question.
Minutes shall carry the following information on the front pages:,

Date of issue:, Sheet number and total number of sheets: (e.g. sheet 2
of 3); Circulation list:, CONTRACT reference number:, Name of
CONTRACTOR:, Subject:, Venue and Date of meeting:, Personnel in
attendance:
3.5 Change in Addresses
125
Both the COMPANY and the CONTRACTOR shall have the right to
change their correspondence addresses by notice in writing to the
other party. All notices shall be effective when received.
ARTICLE 4 - NIGERIAN CONTENT REPORTING AND MEASUREMENT

GUIDELINES
Nigerian Content shall be measured in line with the definition in the

Article titled THE CONTRACTORS NIGERIAN CONTENT
OBLIGATIONS in Section II - General Conditions of Agreement,
subdivided into Labour, Materials, Equipment and Services. Each
element shall be measured and reported separately for each project
using the attached reporting template which is subject to change by
the Nigerian Content Development Monitoring Board.
4.1 Labour (Manpower costs)
Monitoring of manpower costs shall be by value and rates. Man-hour rates

for all level of personnel on the project (both expatriates and Nigerians),
manpower distribution, organisational charts showing the Project
management team, company management profile and supervisory personnel
at all levels shall be provided.
The average rates admissible as Nigerian content man-hour rate shall be

calculated by dividing the stated percentage as a fixed factor of the gross
man-hours worked by each category of personnel, whether Nigerian or
Foreign.
All gross payments (inclusive of salaries, allowances, tax, etc.) to Nigerian

citizens employed in the direct performance and indirect support of the
WORK and for the period of the WORK, shall be deemed to be 100%
Nigerian Content.
All expenses reimbursements or payments (exclusive of salary, allowances,

tax, etc. but inclusive of hotel bills, transport allowances e.t.c. expended in-
country) made on behalf of non- Nigerian citizens employed in the direct
performance and indirect support of the WORK and for the period of the
WORK, shall be deemed to be 20% of the hourly rate of such employees and
as such, only that proportion of the hourly rate shall be included in the
determination of Nigerian Content.
For comparative and statistical purposes, the payments shall be split

between payments to Managerial/Professional staff and Artisan/Junior staff.
In recognition of the need to incur costs in executing the training and

development programmes in the Nigerian Content development plan, all
126
personnel costs related to training, capability development and transfer of

technology programmes for Nigerian manpower on training in-country shall
be regarded as 100% Nigerian content. Where training is carried out
abroad, 20% of related personnel costs shall be taken as Nigerian Content.
No foreign costs like base salaries of expatriates should be considered as
part of the Nigerian content component, however expenses of the expatriate
in-country can be considered as Nigerian Content.
The base salaries of Nigerians who work with project team outside the
country are to be calculated as Nigerian Content, while the living expenses
abroad are not Nigerian Content.
4.2 Materials (related to goods & services provided).
This covers materials procured for use either as a direct input in fabrication,
construction, installation and commissioning or indirectly such as software
etc.
Where the product is manufactured in Nigeria using Nigerian raw materials,

then the Nigerian content is 100% of the cost.
In all other instances where the product or its components are not of
Nigerian origin, then the Nigerian content is simply the added value to the
product by Nigerians (working in a company registered and domiciled in
Nigeria) in the course of assembly, product finishing and delivery.
For consistency and ease of calculation in cases where the value added
cannot be easily and objectively determined, this shall be regarded as the
price of the product as charged to the COMPANY less the foreign elements
of the costs made up of:
- Cost of importing raw materials including Insurance & Freight;

- Import duties plus other clearing costs such as taxes & levies (NPA,
ECOWAS fund, etc.)
- Any other costs incurred in the course of importation.
For items purchased from the Nigerian market where the determination of
the above costs will be laborious and time consuming, the following
percentages for Nigerian Content shall be assumed 3:
Description % Nigerian Content

Imported (sourced directly from 0
foreign company)
Imported (but sourced through 5
local company)
3
127
Assembly done in Nigeria 20

Manufacturing done in Nigeria 40
with over 60% of input materials
being imported or less than 40%
local input materials
Manufacturing done in Nigeria 100
with over 60% of the input
materials being local materials
Also, please note that where services are procured through a local sub-
contractor, a mark-up of 5% on sub-contracted services would be awarded as
Nigerian content.
4.3 Capital Assets/Equipment
A prime objective of Nigerian Content development is to encourage increased

investment in manufacturing & fabrication facilities.
This item refers to costs incurred in the acquisition/development of capital

assets and infrastructure in Nigeria as it relates to the delivery/execution of a
project, the provision of a service or the manufacture of components for direct
input into a project.
The goal is to recognise the contribution of the Asset/Equipment to Nigerian

Content in monetary terms. This will be the total cost of the Asset/Equipment
less the taxes and import duties paid4 subject to the next paragraph.
As Capital assets by their nature are of a permanent nature and expected to

have a useful life of several years the following guide is applicable:
100% of the cost where the useful life of the Capital Asset is less than the
contract duration or the asset has a zero or negligible realisable value at the
end of the contract.
In all other cases i.e. where the asset life is longer than the contract duration,
the value to be considered for each contract shall be apportioned on the basis
of the time spent on the contract multiplied by the cost spread over the useful
life of the asset
(cost/asset life (months) X number of months spent on contract)
Where an equipment is leased, the Nigerian content will depend on the category of
the owner/lessor companies weighted as follows: Wholly Indigenous - 100%;
Majority Nigerian Shareholding Company - 75%; Alliance or Joint Venture between
an Indigenous & a foreign company - 50%; Majority Foreign Shareholding
Company - 25% and; Foreign Company - 5%.
4.4 Services/Contracts (Including Sub Contracting)
4
Thisisforconsistencywiththemethodusedformaterialsandtheoverallguidelinethattaxes&dutiesare
expresslyexcludedfromthecomputationofNigeriancontent.
128
All services rendered in Nigeria by Nigerians funded in Naira shall be deemed

100% Nigerian Content.
For sub-contracts, Sub-Contractors shall be expected to provide information

at the same level of detail as the Main Contractor (which shall include
details of Nigerian content in labour, materials, equipment and sub services)
and the total Nigerian content value shall then be included here.
Statutory payments made to Nigerian governmental organizations for

permits, licences and levies in order to execute the contract shall not be
taken as Nigerian content.
4.5 Reporting
Measurements shall be reported by means of Nigerian Content Monitoring

Form attached as Appendices V.1. CONTRACTOR shall include a
preliminary Nigerian Content Plan in the Technical Tender package. The
plan shall be finalized with the COMPANY before contract is awarded and a
copy submitted to COMPANY.
The Plan shall be reviewed and agreed during the Kick-Off meeting and shall
form part of the elements of the Quarterly Business Performance Review
(BPR).
After contract award, the CONTRACTOR shall be required to submit

monthly reports, which shall also include details of deviations from the
agreed Nigerian Content Plan to the Shell Authorised Representative. The
CONTRACTOR shall notify the COMPANY in writing where deviations from
the agreed Nigerian Content Plan are observed.
At the end of the contract, the CONTRACTOR shall submit a final Nigerian
Content report to the Shell Authorised Representative, which shall be
evaluated to rank CONTRACTORs performance as either below target,
threshold, on target or above target.
The COMPANY shall officially recognize CONTRACTORS that consistently

perform above target and where specific contractors consistently default,
the COMPANY shall flag this and penalized in accordance with the
provisions of the CONTRACT.
CONTRACTORs must familiarise themselves and comply with reporting

requirements in the Nigerian Oil & Gas Industry Content Development Act
4.6 NIGERIAN CONTENT REQUIREMENT

Only Nigerian indigenous companies having 51% and above equity shares by
Nigerian shall bid for this work scope. Demonstrate that entity is a Nigerian-
registered company. Submit certified true copies of CAC forms 10, 02 & 07
(or its equivalent; CAC 2.3, 2.4, 2.5, etc) including company memorandum &
129
article of association and other evidence of entitys incorporation,

shareholding & ownership structure in Nigeria.
Tenderer shall provide evidence of registration on the NCDMB NOGIC JQS
portal
Tenderer shall provide evidence of Nigerian ownership of all equipment to
be deployed to execute this work scope
Tenderer shall provide Nigerian owned Dredgers and vessels by a category
A/AA vendor and categorized on the NCDMB NOGIC vessel categorization
procedure or provide memorandum of agreement with a category A/AA
vendor in the NCDMB NOGIC marine vessel categorization. Tenderers shall
complete Table 1 below
Provide detailed description of the location of in-country committed facilities
& infrastructure (assets, technical office, administrative space, storage,
workshop, repair, maintenance & Laboratory, etc)
Tenderer shall submit corporate organizational and project/contract specific
organogram. The project organogram should include but not limited to the
names and nationality of the key personnel that will execute the work scope.
CVs of all personnel listed in the project organogram should be submitted.
Tenderer shall provide a description of Project-specific training for this
contract, detailing man-hour, certificates to be awarded, budget, skill
development plans to be provided for this scope of work etc.
130
Section VII Administration Requirements
NIGERIAN CONTENT INDICATOR - (TABLE 1)

S/N (No VESSEL VESSEL VESSEL PERCENTAG VESSEL VESSEL VESSEL COMP VESSE BUILD
of vessel TYPE NAME OWNERSHIP E FLAG DOCUMENT CAPTURED ANY L REG. CLASS
being (AHTS, (e.g MV DOCUMENTS: OWNERSHI UPLOADED IN NCDMB CATE No SOCIETY
nominate PSV, DSV, EDITH) (bill of sales, P IN NCDMB NOGIC GORY
d) etc.) builders cert, NOGIC JQS REPORT (IMO (ABS/
purchase receipt, (A or No.???) LLOYD'S/
bank loan, (YES/NO) (YES/NO) AA) DNV, etc)
transfer of
ownership,
import duty
payment)
Grab
Dredger
Cutter
section/H
opper
Dredger
House
boat
Speed
boat (2)
Standby/
Utility
Boat
Medevac
boat
Shuttle
Boat
Twin
Screw
Tugboats
TENDERNUMBER:NG01021097 131
(2)
5. others
please
specify
TENDERNUMBER:NG01021097 132
ARTICLE 5 WORK PROCEDURE
5.1 Prior to commencement of WORK under the CONTRACT, the

COMPANY shall issue to the CONTRACTOR, one or more Purchase
Order(s) (PO(s)covering the WORK to be carried out. The PO shall
state, among other things, the Value of the WORK, the duration, the
PO Number, the COMPANY Contact Person and any other necessary
details as may be relevant to the WORK.
5.2 On completion of WORK stated under a PO, the COMPANY shall issue
to the CONTRACTOR a Work Completion Certificate (WCC). The WCC
shall state the PO number, Service Entry Number for the WORK and
the actual value of the WORK carried out by the CONTRACTOR. The
CONTRACTOR shall thereafter raise an invoice which corresponds to
the value on the WCC, attach the invoice to the WCC and submit to the
SHELL Vendor Services Centre in either Warri or Port Harcourt Main
Offices for payment in accordance with the payment terms of the
CONTRACT.
5.3 The total PO Value shall mean the maximum anticipated value of
WORK to be executed under the PO for the duration stated on the PO.
Notwithstanding the stated total PO Value, the parties expressly
acknowledge that the CONTRACTOR is not entitled to the total PO
value unless the WORK executed and reflected in the Work Completion
Certificate(s) (WCC) aggregate to that value. The total payments due
to the CONTRACTOR shall always be limited to the value of WORK
carried out and reflected on the WCC.
ARTICLE 6 - VARIATION TO THE WORK
6.1 Introduction
This article sets out the procedures for issuing Variations to the WORK
in accordance with Section II Articles of Agreement, article headed
VARIATION.
6.2 Request for Variation
To request an estimate for a proposed VARIATION to the WORK, the

COMPANY shall issue a formal request in writing to CONTRACTOR.
This information shall form an integral part of the proposed
VARIATION for which an estimate is requested.
6.3 Documentation
The CONTRACTOR shall submit supporting documents showing the
elements of the prices and details of the changes to the WORK
programme, if any, incorporating the proposed VARIATION.
6.4 Approval of Variation
133
Should the COMPANY wish to proceed with the proposed VARIATION,

it shall instruct the CONTRACTOR in writing to perform the
VARIATION using the CONTRACT Variation Form. The form shall
detail the effects of the VARIATION and shall be signed in two
originals, one to be retained by the COMPANY and one by the
CONTRACTOR.
ARTICLE 7 - REPORTING
7.1 General
The CONTRACTOR shall keep the COMPANY informed on the progress

of the WORK and on deviations from the WORK programme and trends
and events likely to affect the performance of the WORK and shall
promptly provide such reports.
7.2 The CONTRACTOR shall ensure that he submits all the reports as may
be specified during the contract start-up meeting to satisfy the
requirements of effective Contract Management.
7.3 Reporting Procedure
The CONTRACTOR shall provide reports as detailed in the

CONTRACT.
ARTICLE 8 - EMERGENCY PROCEDURE GUIDE
In the event of an emergency, the CONTRACTOR shall comply with the latest
version of the Emergency Procedure Guide of THE COMPANY. It is the
responsibility of the CONTRACTOR to ensure that he has such a copy. Copies
of this guide may be obtained from the COMPANY Project Engineer.
ARTICLE 9 - INCIDENT REPORTING PROCEDURE
9.1 Incident Reporting
Pursuant to the provisions of the CONTRACT, the CONTRACTOR shall

complete the Incident Report Form in full and hand over to the
COMPANY Representative in the event of:
(a) any loss of, or damage to, or theft of the CONTRACTOR's property
or the property of the COMPANY or any other property involved in
the WORK,
(b) any personal injury to Personnel of the CONTRACTOR or sub-
contractors,
(c) any injury to any Third Party,
(d) any automotive incident,
(e) a near miss incident.
134
A specimen copy of the Incident Report Form may be obtained from

the COMPANY Representative.
9.2 Insurance Claims
In the event of any incident giving rise to an insurance claim, the

CONTRACTOR shall, within seven (7) days of the incident, prepare a
detailed report of the incident and deliver to the COMPANY
Representative.
ARTICLE 10 - SUBCONTRACTING PROCEDURE
10.1 Subcontract Document
The CONTRACTOR shall submit to the COMPANY two copies of any

proposed Subcontract prior to issuing any Tender, together with a
CONTRACT plan. The CONTRACTOR shall allow a period of ten days
for the COMPANY to review the proposed Subcontract Tender.
10.2 Rei-mbursable Subcontracts
Where the cost of the Subcontract is to be reimbursed separately by

the COMPANY the Subcontract shall be subject to competitive
tendering with at least three tenderers.
10.3 Notification to CONTRACTOR
THE COMPANY shall within the ten days specified in Article 10.1
above either notify the CONTRACTOR to proceed with the Tenders or
submit written comments to the CONTRACTOR concerning the form of
the Subcontract Tender, the choice of the sub-contractor, the part of
the WORK to be covered by the sub-contract or the cost of the
proposed sub-contract. The latter shall only apply where the
COMPANY is required to separately reimburse the sub-contractor.
ARTICLE 11 - INSURANCE CERTIFICATES
11.1 Requirements
Within fifteen working days of CONTRACT signature, the

CONTRACTOR shall supply THE COMPANY with evidence that all the
insurance requirements set out in Articles 31 of this CONTRACT, have
been obtained.
11.2 Renewable Insurances
In the event that any of the insurances are renewable during the term
of the CONTRACT, the CONTRACTOR shall provide the COMPANY, no
later than fifteen working days after expiry of the insurances, with
evidence of renewal of such insurances.
135
ARTICLE 12 - PLANNING
The CONTRACTOR shall be fully responsible for all detailed planning and
scheduling necessary to ensure the WORK is completed in accordance with
the CONTRACT. The CONTRACTORs planning and scheduling shall
encompass all phases of the WORK, including those performed by its
SUBCONTRACTORS.
ARTICLE 13 - DOCUMENTATION AND DOCUMENT CONTROL
13.0 DOCUMENTATION AND CERTIFICATION
13.1 DOCUMENTATION
The CONTRACTOR shall be responsible for providing and maintaining all

documentation required for the performance of the WORK, as well as
documentation to be provided for the COMPANY in accordance with the
CONTRACT.
Following CONTRACT award, the CONTRACTOR shall within 2 weeks submit

to COMPANY at commencement of the WORK a Master Document Register
consisting of the list of all deliverables to be created by the CONTRACTOR.
This shall be reviewed to align with the project Document Numbering and
Control Procedures. The register shall contain comprehensive
documentation, per the SDRL, covering all design, configuration, testing,
installation, and commissioning phases for the hardware and software
where applicable. The COMPANY shall conduct an IM audit to ascertain
CONTRACTORs compliance.
13.2 Document Numbering & Exchange:

The CONTRACTOR shall assign a unique number to each document
submitted to the SHELL in accordance with the Document and Drawing
Numbering Procedure for the project (ONM-ONP-GEN-JA-6017-00001)
(Obtain the latest version from SPDC IM Team).
The CONTRACTOR shall request the Originator Code from SHELL prior to
allocating any documents numbers. With all duly completed compliance
checks and confidentiality agreement and disclosures in place, all
CONTRACTOR generated document or drawing shall be transmitted via the
project SharePoint Extranet as shall be arranged via the project Information
Management Team in line with the projects Document Control procedure
(ONM-ONP-GEN-JA-6017-00001) (Obtain the latest version from SPDC PCM
IM team). The document control procedure also explains how
correspondences, email, channel of communication shall be managed in the
course of executing this WORK.
13.3 INFORMATION MANAGEMENT

13.3.1 General
CONTRACTOR shall be responsible for the management of all information
and data (where applicable) generated during the execution of the WORK.
CONTRACTOR shall handover this information and data to SHELL in the
format specified herein. CONTRACTORs Information Management
Infrastructure shall permit electronic data exchange between all work
136
locations as well as SHELL project office in Port Harcourt, and the

generation, compilation, storage, validation and handover of data to SHELL
in the specified format at the COMPLETION of the WORK as applicable.
The objective for SHELL is that the information which the CONTRACTOR
shall handover at COMPLETION shall be sufficient, of adequate quality and
in a format that can be used in the target processes and applications of
SHELL for asset management, engineering modifications, operations and
maintenance. This objective can be achieved through a well-managed,
consistent data generation and handover process for all data formats.
13.3.2 Summary of Information Deliverables

The types of Information deliverables required to be developed by the
CONTRACTOR during the project are grouped as indicated below where
applicable. The format and steps taken to develop each of the information
deliverable groups listed below are described in the reference specifications
and documents. Delivery of each is dependent of the project scope of work.
The timing and document control requirements are specified in the

Document control procedure. Timing can to be agreed during contract kick-
off before commencement of the WORK.
Documentation (drawings, reports, specifications, baseline surveys,
etc.);
13.3.3 Documents
All Document and Data generated in the course of this WORK shall be the
property of SHELL and shall be submitted to SHELL upon request at no
additional cost.
At the end of the CONTRACT or PROJECT, the CONTRACTOR shall perform a

final handover of all required information shall be transmitted via the project
SharePoint Extranet with a set of DVDs. The CONTRACTORS obligations
shall not be complete until all required information has been received and
accepted by the COMPANY.
All vital and essential non-conformance items shall be closed out before
acceptance of the final Information Handover Package.
13.4 INFORMATION QUALITY ASSURANCE AND CONTROL

SHELL shall review the information provided by the CONTRACTOR to
ensure compliance with the CONTRACT. The result of the review shall be
included in a transmittal and transferred by the SHELL Document Control
Centre to the CONTRACTOR. The CONTRACTOR shall incorporate
comments within one (1) month of receipt of the COMPANYs transmittal,
unless otherwise approved by the SHELL.
This final review is not a substitute for the CONTRACTORs own quality
control system and does not relieve the CONTRACTOR of any responsibilities
relating to the quality of procedures, the work or delivery times. This final
review shall only be conducted after the CONTRACTOR has carried out a
documented in house quality control on the Information Handover Package
The CONTRACTOR shall close-out all vital and essential non-conformance
items before SHELL accepts the final handover package.
137
Files for electronic delivery are limited to the documents identified in

DOCUMENT_TYPE After Project Category field as 'Legal', 'Essential' or
'Interest'. All documents included in the Information Handover Package
must be revision A1 or above. CONTRACTOR shall supply only the latest, up
to date revision of every document.
A document delivery consists of an integrated and consistent set of:

Hardcopy documents;
Native files;
Reference files (those documents referenced by another);
Metadata.
The electronic file format for native file delivery shall be that specified in the
After Project Format field or otherwise agreed with SHELL. Reference files
shall be provided in an ODBC (Oracle Data Base Configuration) compatible
format (preferably CSV).
Where CONTRACTOR is intending to use MS Excel for data collection and

transfer, CONTRACTOR shall ensure that data consistency and integrity
meet the standards as laid down in the DQMF (Data Quality Management
Framework), and that data transfer from multiple spreadsheets can
efficiently be executed.
CONTRACTOR shall provide reference files separate from the image files.
The CONTRACTOR shall ensure completeness of all information for
documents handed over, i.e. when a document is provided, the full meta-data
for that document, all document sheets and all asset links shall also be
provided.
The full set of electronic files from the CONTRACTOR and all
CONTRACTORS SUBCONTRACTORS shall be integrated into one complete
set of handover CD-ROMs with one common, integrated index with full meta-
data as specified herein. Each electronic file submitted shall have a specific
index entry in the meta-data register for document identification and
retrieval purposes. Separate CD-ROMs in different formats from different
SUBCONTRACTORS and vendors will not be accepted. CD-ROMs shall be
clearly labelled stating the Project ID, year, month and CD sequence number,
and indicating whether the contents represent a full set, additional set or
replacement set.
Document delivery quantities shall be one hard copy and 5 CD ROMS copies.
The CONTRACTOR shall also provide full indexing of hard copies.
The hard copy and soft copy versions shall be identical in structure and
content. Structural differences shall be accepted when caused by sectioning
of the soft copy as specified in Appendix 8.1 Specification for the Handover
of Electronic Information.
Each index of the paper versions shall use location (folder) numbering and
labelling reference to refer to the location of documents.
138
13.4.1 As-Built Drawings

Following the update to reflect As Built conditions the CONTRACTOR shall
provide to SHELL electronically archived sets of all As Built drawings,
electronic copies of customized menus and software needed for continued
maintenance of the CAD drawings.
The above shall apply to drawings prepared by the CONTRACTOR or

SUBCONTRACTORS.
The file(s) for the document shall be delivered after the document has
reached its final status of Approved for Construction (AFC) and As-Built.
13.5.2 Applications used by the CONTRACTOR

The CONTRACTOR may use its own applications (programs) in developing
deliverables (Document and Data) unless noted otherwise in the CONTRACT.
However, when possible, the CONTRACTOR is encouraged to use the
applications that are used by the COMPANY
Sharing and handover of information stored in these applications shall follow
the COMPANYs format specification. This shall require format translation by
the CONTRACTOR (e.g. mapping of CONTRACTOR reference data to
COMPANY reference data) without loss of quality.
In some cases the COMPANY shall mandate the use of specific applications
or templates for the development and handover of deliverables, for example
PDMS shall be used to produce 3D models.
Where the COMPANY mandates the use of a particular template, the
CONTRACTOR shall follow the COMPANY Change Control processes before
making any changes to the template.
COMPANY may also host certain applications and provides remote access to
the CONTRACTOR. In that situation, the CONTRACTOR shall use the
hosted environment to generate the deliverables with the corresponding
application.
13.4.2 Information security

Information Security in the context of the WORKS means the protection of
information in its broadest sense and covers access to information,
protection of information against intrusion and damage and the procedures
used to maintain the integrity of information.
The purpose of security is to ensure business continuity and minimise
business damage by preventing and minimising the impact of security
incidents. Information security management provides an enabling
mechanism for information sharing which ensures the protection of
information and computing assets. The three basic components are:
- Confidentiality, protecting sensitive information from
unauthorised disclosure.
- Integrity, safeguarding the accuracy and completeness of
information and the IT management tools.
-Availability, ensuring that project information and associated
services are available to users when required.
Information Security Policy
The CONTRACTOR shall maintain an information security policy that is
approved by management and aligned with industry best practices such as
those defined in the ISO27000 series of standards or the ISF Standard of
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Good Practice. The information security policy shall be supported by more

detailed documented standards and operating procedures (e.g. access
control, system hardening, acceptable use for email or Internet), and has
management approved/endorsed these standards. All third party and sub-
contracting arrangements shall be made with formal contracts and the
CONTRACTOR shall ensure the sub-contracting agencies comply with the
contracting organization's information security policies, standards, and
requirements? It also includes the following:
- NDA/Confidentiality: The CONTRACTOR shall ensure that all
deliverables are classified and assigned an appropriate Information
Security classification, and that the classification is clearly
displayed on each deliverable.
The COMPANY shall provide the Information Security
classifications to be used.
CONTRACTOR shall ensure awareness of and compliance with the

COMPANY requirements for Information Security at all times
during the execution of the WORK.
The CONTRACTOR, as part of normal practice, shall ensure all

employees sign confidentiality agreements to protect customer
information and the supplier, as part of normal practice, ensure all
sub-contracting companies that aid in the delivery of the overall
services, sign confidentiality agreements to protect customer
information and shall ensure this contract is also reviewed on a
yearly basis.
- Systems and Applications: The CONTRACTOR shall prepare a

Project IM/IT portfolio register for all applications and IT Systems
to be used in the execution of the WORKS. User acceptance tests
shall be carried out for all these systems. No other applications or
systems shall be used.
- Personnel Security and Training: The CONTRACTOR shall
ensure that all employees, contractors, sub-contracting companies,
and (where necessary) third party users receive appropriate
training (initial and regular updates) to carry out their security
roles, responsibilities and procedures correctly
- Physical Security: CONTRACTOR shall use security perimeters to
protect secure areas and information processing facilities
protected by entry controls and is all access to sensitive
information, and information processing facilities, controlled and
restricted to authorized persons only including audit trail.
CONTRACTOR shall ensure that means to control physical access
to the site or building (e.g. a manned reception area) is in place.
CONTRACTOR shall ensure that network cabling is protected from
unauthorized interception and damage through the use of a
conduit and away from public areas
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- Asset Inventorization: The CONTRACTOR, and any sub-

contracting service providers, shall have a procedure for tracking
and managing all IT assets for the services delivered. Showing
evidence of how they are identified and tracked. They shall be
classified using a scheme to identify high risk assets from low risk?
- Secure Information and Asset Disposal/Re-Use: The
CONTRACTOR shall ensure that storage media containing the
COMPANY's sensitive information is sanitized, overwritten or
destroyed before re-use or disposal
- Malware Prevention: The CONTRACTOR shall implement detection
and prevention controls to protect against malicious software and
shall ensure anti-virus detection and repair software installed and
regularly updated
- Backup/ Disaster Recovery/ Business Continuity: The
CONTRACTOR shall take adequate steps to assure project
Business Continuity should application, system or infrastructure
failures occur and the loss of access to building and or offices.
The CONTRACTOR shall provide uninterruptible power supplies to
allow orderly shutdown in the event of a power failure for critical
project information, E-mail and applications servers,
communications routers, switches and hubs and workstations.
The CONTRACTOR shall demonstrate how to address back up and

disaster recovery, including but not limited to: testing backups,
encrypting backups, UPS failure, Business Continuity including
testing.
The CONTRACTOR Demonstrate that risks to the CONTRACTORS

business critical applications, services and infrastructure are
assessed and documented in a form of Business Impact
Assessment and Threat and Vulnerabilities Assessment, which are
reviewed and updated annually.
Incident Management: CONTRACTOR shall ensure that formal

incident reporting and response procedures in place that will
ensure a quick, effective and orderly response to incidents and
shall ensure that all her employees aware of this procedure.
Information Protection: CONTRACTOR shall ensure adequate

procedures in place for classifying and handling information
according to that classification? (e.g. protection of information
from unauthorized disclosure, modification or loss including when
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to use locked containers, hand delivery, tamper-evident packaging,

splitting of consignment and digital signatures and encryption)
The CONTRACTOR shall ensure there are controls to monitor

access to protected information on all infrastructure and software
including monitoring activities on systems, audit trails and logging
Encryption: The CONTRACTOR shall ensure that supplier offer

strong encryption for information in transit and at rest, if in scope.
Access Management: CONTRACTOR shall ensure that

information and system functions provided in accordance with a
defined access control policy and that it is based on the principle
that all access is forbidden, unless expressly permitted.
CONTRACTOR shall ensure that unique user IDs used, and group
IDs permitted only where this is necessary for the work carried out
CONTRACTOR shall ensure that privilege allocations is checked at

regular intervals to ensure that unauthorized privileges have not
been obtained
CONTRACTOR shall ensure that formal process is in place to

review users access rights and revoke inactive accounts at regular
intervals
Network Security: CONTRACTOR shall established special

controls to safeguard data passing over public networks, and to
protect the connected systems and ensure they are monitored
continuously by Network Based Intrusion Detection Systems with
procedures in place to provide appropriate manual or automatic
real-time response
CONTRACTOR shall ensure that the network configurations

include firewalls between any system and the Internet or Third
Parties and ensure it require the use of two-factor authentication
for the administrative control of routers, switches and firewalls
Assurance: CONTRACTOR shall ensure information security

audits, which include the scope of services delivered to the
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COMPANY and/or other customers, performed on regular basis by

an independent third party?
- Physical Record Storage: The CONTRACTOR shall maintain,

within the established document control facilities at each
WORKSITE, filing and secure, fire proof storage for physical
records relating to the part of the WORK to be performed at that
WORKSITE. Electronic copies of all such documents shall be held
the CONTRACTOR EDMS.
No later than sixty (60) days after the of the EFFECTIVE DATE OF
COMMENCEMENT OF THE CONTRACT, the CONTRACTOR shall
issue to COMPANY for review and approval a Physical Records
Management Procedure defining how CONTRACTOR shall manage
physical records.
- E-mail Management: The CONTRACTOR E-mail system shall be
capable of logging, tracking and reporting E-mail activity between
post-offices and external destinations.
- Environmental Protection: Computer and communication
systems shall be maintained by the CONTRACTOR in an
environment compatible with equipment and media operating
specifications. Equipment shall be protected from environmental
risks such as power failure, intrusion, flood, fire and weather
damage.
ARTICLE 14 - HANDOVER
14.1 When the CONTRACTOR considers that it has completed all work required to
enable HANDOVER of the PERMANENT WORK or part of the PERMANENT
WORK to take place, the CONTRACTOR shall request the COMPANY to issue
a HANDOVER Certificate. If the COMPANY agrees that part or all of the
PERMANENT WORK has been completed, it shall issue the requested
HANDOVER Certificate. Alternatively the COMPANY shall inform the
CONTRACTOR of any deficiencies.
14.2 In the event that the CONTRACTOR fails to achieve HANDOVER by a
SCHEDULED HANDOVER DATE and the COMPANY requires use of the
PERMANENT WORK or part of the PERMANENT WORK on or after the
SCHEDULED HANDOVER DATE, then the COMPANY shall issue a
HANDOVER Certificate to the CONTRACTOR. The COMPANY shall detail on
the Certificate that part of the WORK scheduled to be complete but which is
not complete.
14.3 A pro forma of the HANDOVER Certificate to be used when
administering HANDOVER is attached as Appendix 4.
ARTICLE 15- COMPLETION AND CONTRACT CLOSURE PROCEDURE
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15.1 Completion
Following completion of the WORK under a PURCHASE ORDER and in

accordance with the provisions of the CONTRACT, the CONTRACTOR
shall issue to the COMPANY a Notification of Completion. The
COMPANY shall thereupon issue to CONTRACTOR a Work Completion
Certificate (WCC). A specimen copy of the Notification of Completion
and the Work Completion Certificate may be obtained from the
COMPANY REPRESENTATIVE.
15.2 CONTRACT Closure Certificate
15.2.1Within ninety DAYS of issue of the last WCC under the CONTRACT, the
COMPANY shall issue to the CONTRACTOR a CONTRACT Closure
Certificate in duplicate.
For WORKS where the provision of the Article headed Defects Correction in the
Articles of Agreement is applicable, the calculation of the ninety DAYS period
shall become effective from the expiration date of such Defects Correction Period
or, in cases where defects are corrected, from the expiration of the Defects
Correction Period for such corrected defects.
15.2.2If there are monies due from the COMPANY to the CONTRACTOR, in
accordance with the CONTRACT, the CONTRACTOR shall submit to
the COMPANY within 30 days of receiving the last WCC, an invoice for
the monies due, referring to the WCC. The COMPANY shall within
forty-five DAYS of receipt of such invoice pay to CONTRACTOR the
final amount of monies due.
15.2.3If there are no monies due to the CONTRACTOR or if there are monies
due, when these are paid, then the CONTRACTOR shall sign a copy of
the CONTRACT Closure Certificate and return it to.
15.2.4When the COMPANY has received from the CONTRACTOR a copy of

the CONTRACT Closure Certificate signed by the CONTRACTOR and
the COMPANY is satisfied that all monies due under the CONTRACT
have been settled, then the COMPANY shall close and archive the
account for the applicable CONTRACT.
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APPENDIX V.1_ NIGERIAN CONTENT MONITORING FORM
TEMPLATE
145
146
APPENDIX V. 3 - CERTIFICATE OF MILESTONE COMPLETION
SHELL <Insert corporate entity name)
Project:
CONTRACTOR:
CONTRACT No:
CONTRACT Title:
Location:
MILESTONE No. : .................................................................................
CERTIFICATE OF MILESTONE COMPLETION

In respect of the above numbered MILESTONE, SHELL hereby issues to the
CONTRACTOR this Certificate of MILESTONE Completion.
(On receipt of this Certificate the CONTRACTOR shall invoice SHELL for the
amount due in accordance with Section III - SCHEDULE OF PRICES for completion
of the above numbered MILESTONE, specified on the attached MILESTONE
Summary Sheet.) Note: Delete if not applicable
This Certificate does not relieve the CONTRACTOR of any of its obligations to
SHELL under the CONTRACT, nor does it affect any statutory or common-law
rights held by SHELL or the CONTRACTOR.
For SHELL
By:
Nam
e:
147
Title SHELL Date:

: REPRESENTATIVE
148
APPENDIX V .4 - HANDOVER CERTIFICATE
SHELL<Insert corporate entity name>
Project:
CONTRACT
OR:
CONTRACT
No:
CONTRACT
Title:
HANDOVER CERTIFICATE
In respect of the <Insert PERMANENT WORK or some clearly defined part
of it>, SHELL hereby issues to the CONTRACTOR this HANDOVER
Certificate.
This Certificate does not relieve the CONTRACTOR of any obligations to
SHELL under the CONTRACT not does it affect any statutory or other legal
rights held by SHELL or the CONTRACTOR.
Capitalised words and phrases in this Certificate shall have the meanings
ascribed to them in the CONTRACT.
For SHELL
By: ............................................... . Name ..................................................
Date of Signature: ...............................................
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APPENDIX V.5 NOTIFICATION OF COMPLETION
SHELL<Insert corporate entity name>
Project :
CONTRACTOR :
CONTRACT No :
CONTRACT Title :
NOTIFICATION OF COMPLETION
The CONTRACTOR hereby notifies SHELL that it considers its obligations under
the CONTRACT to be fulfilled and requests that SHELL issue a Certificate of
Completion
For CONTRACTOR
BY:
(Name and Title)
DATE:
150
Section VIII Health, Safety, Security and Environment
SECTION VIII HEALTH, SAFETY, SECURITY AND ENVIRONMENT
151
SECTION VI - HEALTH, SAFETY AND ENVIRONMENT

TABLE OF CONTENTS
SECTION VI A - GENERAL HSE CONDITIONS
ARTICLE 1 - DEFINITIONS
ARTICLE 2 - HSE STANDARDS
ARTICLE 3 - HSE MANAGEMENT SYSTEM
ARTICLE 4 - SUBCONTRACTOR'S
ARTICLE 5 CONTRACT HSE PLAN
ARTICLE 5 - COMPLIANCE WITH THE PROVISIONS OF SECTION VI
SECTION VI B - LOCAL HSE CONDITIONS

PART B1 - GENERAL MANAGEMENT OF HEALTH, SAFETY &
ENVIRONMENT
ARTICLE 1 LEADERSHIP AND COMMITMENT
ARTICLE 2 HSE POLICY AND STRATEGIC OBJECTIVES
ARTICLE 3 ORGANIZATION, RESPONSIBILITY, AND RESOURCES
ARTICLE 4 RISK MANAGEMENT
ARTICLE 5 PLANNING AND PROCEDURES
ARTICLE 6 IMPLEMENTATION
ARTICLE7 - AUDITS AND ASSURANCE
ARTICLE 8 MANAGEMENT REVIEW
PART B2 - SECURITY MANAGEMENT

ARTICLE 1 SECURITY MANAGEMENT
SECTION VI C - WORK SPECIFIC HSE CONDITIONS

ARTICLE 1 - GENERAL
ARTICLE 2 - CONTRACT HSE MANAGEMENT SYSTEM INTERFACE
DOCUMENT
ARTICLE 3 HSSE SUPPLEMENT
APPENDIX
APPENDIX 1 - COMPANY HSE POLICY
APPENDIX 2 - COMPANY LIFE SAVING RULES
APPENDIX 3 - COMPANY HSE MANAGEMENT SYSTEM
APPENDIX 4 - COMPANY POLICY ON UNACCEPTABLE BEHAVIOUR BY
CONTRACTOR & CONTRACTOR PERSONNEL
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APPENDIX 5 - HSE REFERENCE DOCUMENTATION
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SECTION VI A-
PART A- GENERAL HSSE REQUIREMENTS
ARTICLE 1 DEFINITIONS
In the Purchase Contract,

As Low as Reasonably Practicable or ALARP means such level of reduction
of risk where cost and effort of further reduction measures becomes grossly
disproportionate to the additional risk reduction obtained.
Hazard means an agent with the potential to cause harm to people, damage to
assets, or impact on the environment or reputation.
HSSE Management System means a documented system comprising the

structure, practices, procedures, processes, resources and responsibilities for
implementing the systematic management of HSSE and includes relevant HSSE
Standards.
HSSE Risk means a combination of the consequence of a specific HSSE Hazard

being released and the likelihood of it happening.
HSSE Standards means, as referred to individually or collectively, all HSSE

policies, manuals, standards, rules and procedures, as communicated to
CONTRACTOR, designed to manage HSSE risks during the supply of Scope under
the Purchase Contract, all Applicable Laws relating to HSSE, COMPANYs
requirements for the management of HSSE risk agreed in the Purchase Contract,
as well as any other rules, procedures (whether issued by COMPANY Group or
otherwise) in force at the relevant COMPANY Group Worksite at the time of supply
of Scope.
Incident means unplanned events or chains of events that result or could result,
as in the case of near misses, in injury or illness to people or damage to assets, the
environment or reputation.
ARTICLE 2 HSSE STANDARDS
2.1 HSSE STANDARDS

a) All the CONTRACTOR Personnel engaged in the supply of scope shall be
conversant with and, at all times, strictly comply with the HSSE Standards.
b) In supply Scope at COMPANY Group Worksites, CONTRACTOR will at all time
pursue Shells HSSE principle of Goal Zero and will comply with Shells Life
Saving Rules and all other applicable HSSE Standards.
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c) HSSE Standards shall be in accordance with all applicable legislation, rules and
regulations and shall consist of the HSSE Standards as specified in this Section.
d) Where any part of Scope is not covered by any of the HSSE Standards, or when
the HSSE Standards are considered or found to be inadequate, CONTRACTOR
will immediately notify COMPANY of such absence or inadequacy and
CONTRACTOR will then develop, and COMPANY will agree, on additional or
revised HSSE Standards prior to proceeding with the portion of Scope
associated with the absence or inadequacy.
ARTICLE 3- HSSE MANAGEMENT
3.1 OBLIGATIONS OF CONTRACTOR

The terms and conditions of this section of the Contract do not relieve
CONTRACTOR of any liability or obligation under the Contract and in no way
create liability for CMPANY.
3.2 HSSE MANAGEMENT SYSTEM

CONTRACTOR to Comply with CONTRACTOR HSSE Management System
(a) CONTRACTOR shall have in place, maintain and comply with an HSSE
Management System that is in accordance with COMPANY HSSE Management
System, the standards of practice in the International Association of Oil and Gas
Producers Report 423/2010, as amended or revised, or any other standards or
standards of practice agreed between CONTRACTOR and
COMPANY(CONTRACTOR HSSE Management System). The scope of the
CONTRACTOR HSSE Management System shall cover all areas of Scope,
including any Scope to be performed by any SUBCONTRACTOR, and all
interfaces between CONTRACTOR and COMPANY, and CONTRACTOR and
SUBCONTRACTOR.
(b) At COMPANYs request, the CONTRACTOR HSSE Management System will be
subject to review by COMPANY at any time prior to and during supply of Scope
to ensure compliance with this section.
(c) CONTRACTOR HSSE Management System may include the following:
I. Materially equivalent requirements to COMPANY HSSE Management System,
such equivalency to be determined by COMPANY acting reasonably;
II. A bridging document addressing gaps and differences between CONTRACTOR
HSSE Management System and COMPANY HSSE Management System, if
applicable; and
III. Shell Life Saving Rules.
(d) If CONTRACTOR HSSE Management System is certified by a recognised body,
CONTRACTOR will ensure that such certification remains in place during the
entirety of the performance of the Scope.
(e) During the performance of the Scope CONTRACTOR shall also adhere to HSSE
Standards in accordance with all applicable legislation, rules and regulations
and shall consist of the following (listed in order of precedence):
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I. HSSE Standards as specified in this Section.

II. CONTRACTORs own HSSE Standards.
III. Relevant International Association of Oil & Gas Producers (OGP) guidelines.
3.3 GENERAL HSSE REQUIREMENTS FOR INCLUSION IN HSSE

MANAGEMENT SYSTEM
CONTRACTOR HSSE Management System shall, as a minimum, include the
following requirements:
(a) Leadership and Commitment
i. The CONTRACTOR shall at all times demonstrate its commitment to HSSE.
All senior CONTRACTOR and SUBCONTRACTOR management shall establish
a personal commitment to HSSE, be actively involved in HSSE matters, and
lead the CONTRACTOR organisation to comply with the HSSE Standards
ii. The CONTRACTOR management shall lead the CONTRACTOR organisation
to constantly improve HSSE performance through leadership and action
planning.
iii. The CONTRACTOR shall establish a site HSSE Leadership Team comprises
of selected members of the CONTRACTOR and the COMPANY. This HSSE
Leadership Team shall meet at least monthly to review current issues,
expectations, goals and performance.
iv. CONTRACTOR shall organize and participate in HSE activities such as HSE
meetings, audits, reviews, campaigns, inspections etc.
(b) Organisation and Resources

i. CONTRACTOR will establish and maintain adequate resources needed
including people, equipment and materials to implement its HSSE-MS and
comply with Applicable laws
ii. CONTRACTOR shall maintain its organization with sufficient resources
required to manage HSE risks to ALARP. HSE roles, accountabilities and
responsibilities at all levels shall be clearly described, communicated and
understood by all CONTRACTOR PERSONNEL and SUBCONTRACTOR
PERSONNEL.
iii. Notwithstanding the foregoing clause, the COMPANY shall have the right to
approve all CONTRACTOR PERSONNEL or replacement engaged to
perform work under the CONTRACT before mobilization to a COMPANY
WORKSITE. This right may be exercised through such means as may be
determined by the COMPANY, including but not limited to the administration
of a questionnaire to be completed by such personnel.
iv. The CONTRACTOR shall ensure that all CONTRACTOR and
SUBCONTRACTOR PERSONNEL to be deployed to COMPANY WORKSITES
have been vetted for suitability, and shall take all reasonable action to ensure
that they are not persons previously removed or recommended for removal
from any COMPANY WORKSITES for violation of the LIFE-SAVING RULES
since July 2009.
156
v. CONTRACTOR shall notify the COMPANY of any changes to

CONTRACTORs organisation defined for the performance of the CONTRACT
Scope and get approval prior to the change.
(c) Competence and Training

i. CONTRACTOR will identify the CONTRACTOR Personnel roles critical to the
management of material HSSE risk (HSSE Critical Roles) arising during
supply of Scope, as well as the minimum HSSE competence requirements
necessary to undertake those roles, and will incorporate this information in its
competence assurance program. The identification of HSSE Critical Roles,
acCOMPANYing competence requirements and related assurance
requirements will be subject to approval by COMPANY prior to supply of
Scope, which approval shall not be unreasonably withheld.
ii. CONTRACTOR will ensure that it has a fully implemented competency
assurance programme that both requires and assures that all CONTRACTOR
Personnel have and maintain the HSSE competencies necessary to supply
Scope.
iii. CONTRACTOR will ensure that it has an HSSE training programme that
requires and assures that all CONTRACTOR Personnel have and maintain the
HSSE competencies necessary to supply Scope.
iv. CONTRACTOR will communicate to CONTRACTOR Personnel, those
competency and training requirements necessary to perform Scope.
v. At COMPANYs request, CONTRACTOR will provide COMPANY with
information about CONTRACTORs HSSE training programme and
CONTRACTORs HSSE competency assurance programme, including
information on the criteria used to assess HSSE competency and the methods
used to provide assurance as to HSSE competency.
vi. CONTRACTOR shall maintain a training matrix that indicates which
mandatory and specialized training, including other HSE specific training are
required for each position. Records shall be kept of CONTRACTOR Personnel
who have been trained along with course outlines, source(s) of instruction and
instructor qualifications and validity of certifications provided. The content
and duration of any in-house training courses shall be documented. The
CONTRACTOR shall furnish information about the system and/or records of
training upon request by the COMPANY
vii. The CONTRACTOR shall ensure that, prior to mobilisation, carrying out the
WORK or entering the WORKSITE, as applicable, the CONTRACTOR
PERSONNEL shall have received HSE training relevant to the scope of WORK,
which they will be carrying out, including training that is required by
governmental or regulatory agencies. Records of the training shall be kept
and presented to COMPANY upon request.
viii. All CONTRACTOR personnel required to work in swamp location shall be
required to undergo swimming/ Helicopter Underwater Escape Training (for
those required to use COMPANYs Helicopter) training and certification. This
involves practical testing of each of the personnel and certification upon
successful completion. Only personnel with valid swimming certificates shall
be allowed to work in swamp locations.
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ix. CONTRACTOR shall provide a mandatory HSE induction programme for all
CONTRACTOR PERSONNEL to be used at the WORKSITE site prior to
commencement of WORK, and for any new CONTRACTOR PERSONNEL
employed during the course of the CONTRACT. The CONTRACTOR shall have
and distribute to all its CONTRACTOR PERSONNEL and SUBCONTRACTOR
PERSONNEL, an HSE induction manual.
x. CONTRACTOR shall ensure that all CONTRACTOR and SUBCONTRACTOR
have access to sufficient and competent HSE professionals that can assist in
HSE training,
Inspections and audits,
Risk assessments,
Maintenance and monitoring of policies, standards and systems,
guidelines and plans
SUBCONTRACTOR assessment,
Review/ performance monitoring,
Incident investigations
Contingency plans
xi. Unless otherwise formally authorised in writing by the COMPANY
REPRESENTATIVE, the CONTRACTOR shall provide as a minimum of:
One Safety Manager/Coordinator
One Safety Officer per WORKSITE and
One trained First Aider for every 12 persons per WORKSITE.
All must be suitably trained and have a minimum of six (6) years work
experience, of which at least four years shall have been as an HSE
Adviser. Work experience must be related to the activities to be carried
out under the terms of the contract.
All mustl possess a minimum of CONTRACTOR Competence
Development Program Level 3 (CDP Level-3) HSE Competence from
either Institute of Safety Professionals of Nigeria (ISPON)
xii. CONTRACTOR HSE Advisers/Safety Officers shall be knowledgeable in
general and relevant safety techniques. They shall have a working knowledge
of the legal and contractual health, safety, security and environmental
requirements that satisfies the WORK activities in the CONTRACT and have
the ability to communicate effectively. The CONTRACTOR shall ensure that all
its HSE Adviser(s) can demonstrate competence in the following areas:
Ability to communicate effectively in written and spoken English
Ability to conduct HSE audits
Ability to train others in incident prevention
Ability to conduct incident investigations and identify underlying
causes
Knowledge of HSE requirements, rules and regulations and ability to
monitor compliance with these requirements.
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Be fully conversant with techniques used in the management of

hazards and advising on suitable measures, which can be used for
preventing and ultimately recovering from accident situations;
Implement CONTRACT HSE Plans;
Be fully conversant with the COMPANY HSE policies and Standards
and the COMPANY Emergency Procedures.
Be a trained First Aider
(d) Fitness to Work Requirements

i. CONTRACTOR will ensure it has a fully implemented fitness to work
programme that both requires and assures that all CONTRACTOR Personnel
engaged in supply of Scope are medically and physically fit to perform work
within Scope.
ii. CONTRACTOR will communicate all fitness to work requirements to
CONTRACTOR and SUBCONTRACTOR Personnel.
iii. Prior to and during supply of Scope, CONTRACTOR will provide COMPANY
with such information about CONTRACTORs fitness to work programme as
COMPANY may request.
(e) Working Environment and Equipment Requirements

i. CONTRACTOR will provide and maintain safe and healthy working conditions
for all CONTRACTOR Personnel. Worksites will be maintained at all times in a
clean, tidy and safe condition;
ii. CONTRACTOR will properly remove and dispose of all waste and debris in
accordance with Standards of Practice and Applicable Laws;
iii. CONTRACTOR will ensure that all equipment, tools, machinery and
consumables required to perform Scope are fit for purpose and at all times
inspected before use, certified with valid test certificates, calibrated,
maintained, repaired, protected and stored in accordance with manufacturers
specifications, guidelines, Applicable Laws and Standards of Practice;
iv. CONTRACTOR shall prepare a list of all equipment required to perform the
WORK and provide together with the required certificates for a Pre-
Mobilization Inspection by COMPANY.
v. CONTRACTOR shall keep an up to date maintenance record of all equipment
to be used on site during the duration of the contract/operation.
vi. CONTRACTOR will establish and maintain written procedures to manage the
use of personal protective equipment (PPE) and ensure that CONTRACTOR
Personnel have and use PPE that is compliant with Applicable Laws and
applicable Standards of Practice.
(f) Monitoring, Reporting and Corrective Action Requirements

i. As it relates to performance of Scope, CONTRACTOR will establish and
implement a documented system to monitor and report HSSE performance
that meets the performance and monitoring requirements as communicated
from time to time by COMPANY, including key performance indicators (KPI)
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as agreed between COMPANY and CONTRACTOR. The COMPANY shall

present format for reporting HSE performance.
ii. The performance trend shall be monitored and used in management reviews
by both the CONTRACTOR and the COMPANY.
iii. CONTRACTOR will take corrective action to improve HSSE performance that
does not meet the KPIs agreed between CONTRACTOR and COMPANY.
iv. COMPANY and CONTRACTOR may agree on any incentives based on leading
and lagging KPIs.
(g) Incident Notification, Reporting and Investigation

i. CONTRACTOR shall have a structured and documented incident reporting
system and within 24 hours notify the COMPANY of any incidents, including
near misses associated with the CONTRACTORs or SUBCONTRACTORs
activities which has caused, has the potential to cause, or could in the future
cause injury or illness, harm to environment or damage to asset during the
performance of the Scope for investigation by COMPANY, in its absolute
discretion.
ii. Any Incident reports prepared by CONTRACTOR shall be immediately
communicated to COMPANY.
iii. CONTRACTOR Personnel shall, at the request of COMPANY, attend and
contribute to COMPANYs incident investigation in a manner prescribed by
COMPANY.
iv. COMPANY shall lead the incident investigation for the significant and high
potential incidents with the full cooperation of the CONTRACTOR. The
investigation team shall be provided access to the CONTRACTOR
PERSONNEL to conduct interviews if deemed to be necessary
v. CONTRACTOR Management shall attend COMPANY `Incident Review Panels'
if so requested and if so requested shall present to such Panels the results of
the CONTRACTOR's investigation. Recommended action arising from such
Panels shall be incorporated into the CONTRACTOR management systems and
executed in accordance with the COMPANY agreement.
vi. COMPANY may recommend and communicate corrective action arising from
an incident investigation to CONTRACTOR and CONTRACTOR will be solely
responsible to ensure that all recommended actions are taken and that the
Contract HSSE Plan is revised as necessary to reflect such actions.
vii. COMPANY and CONTRACTOR will agree on a consequence management plan
for non-compliance with any of the HSSE Standards during the performance
of the Scope.
(h) Subcontractor Requirement
Where CONTRACTOR has received approval from COMPANY to Subcontract
portions of the SCOPE, CONTRACTOR will:
i. Produce procedures for the identification, assessment and selection of
SUBCONTRACTORs. These procedures should meet or exceed OGP Report No.
423/June 2010 HSE Management Guidelines for Working Together in a
Contract Environment, or any amendment, revision or successor document
thereto.
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ii. Perform an HSSE capability assessment of potential SUBCONTRACTORs prior to

entering into any Subcontract to determine SUBCONTRACTORs ability to meet
the requirements of the Purchase Contract. COMPANY, in its absolute
discretion, may reject any potential SUBCONTRACTOR on the basis of the
assessment.
iii. Provide advance notice to COMPANY of CONTRACTORs plans to enter into any
Subcontract for any portion of the Scope. The notice must include, at a
minimum, the portion of the Scope for which the SUBCONTRACTOR will be
engaged, the name of SUBCONTRACTOR legal entity, the results of the HSSE
capability assessment for the SUBCONTRACTOR and the anticipated award
date of the Subcontract.
iv. Ensure that any SUBCONTRACTOR engaged to perform any portion of the Scope
complies with all HSSE STANDARDS, requirements and provision applicable to
the delivery of the Scope as contain in the Section VI of this document.
SUBCONTRACTOR shall not be allowed to mobilise or start any part of the
WORK until the CONTRACTOR has confirmed compliance with the
requirements of this CONTRACT and at the express approval of the
COMPANY.
v. Maintain an overview of SUBCONTRACTORs engaged to perform any portion of
the Scope, showing activities to be performed and risk assessments relevant to
the Scope. CONTRACTOR will provide this overview to COMPANY upon
request.
vi. Ensure that the HSSE Management Systems of its SUBCONTRACTOR engaged to
perform any portion of the Scope align with the CONTRACTORs HSSE
Management System, whether CONTRACTOR has adopted COMPANYs HSSE
Management System or is using its own.
vii. Ensure that contracts with all SUBCONTRACTORS include suitable equivalent
clauses to meet the requirements of this Section VI and an obligation to comply
with the requirements of the CONTRACT and in particular this Section VI,
including the LIFESAVING RULES.
ARTICLE 4- CONTRACT HSSE PLAN

4.1 CONTRACT HSSE PLAN
(a) Prior to commencing supply of Scope, CONTRACTOR will prepare and obtain
the approval of COMPANY to an HSSE plan applicable to delivery of the
Scope, which details the particulars of how the HSSE Risks associated with
supply of Scope will be addressed (Contract HSSE Plan). The Contract
HSSE Plan will include:
i. a detailed contract risk assessment and mitigation plan that demonstrates
that CONTRACTOR has identified, assessed and has measures in place to
control all Hazards associated with supply of Scope to a level that is ALARP
and that recovery measures are in place where required;
ii. a list of HSSE Critical Roles associated with the supply of Scope and the
competencies of CONTRACTOR Personnel assigned to those roles;
iii. where applicable, a gap analysis between CONTRACTORs assessed HSSE
competence and the HSSE Standards relevant to Scope;
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iv. a list of key equipment, tools, machinery and consumables required to supply
the Scope and their maintenance plan
v. Types of waste that will be generated how they will be managed and
disposed
vi. A list of agreed SUBCONTRACTORs and how they will be managed (where
applicable)
vii. Journey management plan where applicable
viii. Applicable personal protective equipment (PPE) and how they will be
maintained any agreed KPIs and any other management data required to be
collected during the term of the Purchase Contract;
ix. a schedule of all contract HSSE meetings together with a typical agenda;
x. a detailed plan of CONTRACTORs proposed HSSE activities including those
activities intended to support any leading KPIs agreed upon; and
xi. a schedule of monitoring activities and HSSE audits that may be undertaken
by CONTRACTOR during the term of the Contract.
(b) CONTRACTOR shall not commence and shall not allow or permit any
SUBCONTRACTOR to commence any activity at the WORKSITE or COMPANY
PREMISES until the COMPANY has approved the final CONTRACT HSE Plan
(c) CONTRACTOR will revise the Contract HSSE Plan as and when required,
including upon addition of any Scope not covered by the original Contract
HSSE Plan. If at any time the Contract HSSE Plan is considered by either
COMPANY or CONTRACTOR to be inadequate in practice, CONTRACTOR will
revise the Contract HSSE Plan accordingly. All revisions to the Contract HSSE
Plan must be submitted to the COMPANY for its review and comment prior to
implementation.
(d) CONTRACTOR is solely responsible for implementing the Contract HSSE
Plan, communicating its relevant parts, including subsequent revisions, to
CONTRACTOR Personnel and requiring CONTRACTOR Personnel to comply
with the Contract HSSE Plan.
(e) CONTRACTORS performance against the CONTRACT HSSE PLAN shall as
a minimum be reviewed quarterly and prior to commencement of any phase or
part of the WORK where new HSSE HAZARDS are identified. Any proposed
revision to the initially approved CONTRACT HSSE PLAN shall be
ARTICLE 5 RISK MANAGEMENT

5.1 RISK MANAGEMENT
(a) CONTRACTOR shall formally identify hazards, assess and record all WORK
related HSE risks to a standard acceptable to COMPANY prior to CONTRACT
mobilization, and shall have such assessments endorsed by COMPANY. HSE
risks shall be assessed using COMPANY Risk Assessment Matrix (RAM) or an
equivalent endorsed by COMPANY.
(b) CONTRACTOR shall continuously manage the HSSE risks associated with the
Work by means of a structured methodology following internationally
recognised practices in line with HSSE Standards throughout the supply of
scope. The risk management activities shall demonstrate that hazards (and
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associated risks) are identified and where the hazard cannot be eliminated the
risks are managed to ALARP (as low as reasonably practicable). The risk
management shall include:
i. Development of a list of all work activities that will be used as a basis to
determine the scope of reviews.
ii. Development of a list of the HSSE hazards of each identified activity.
iii. The assessment of the risk associated with each type of work by applying a
Risk Assessment Matrix (RAM) aligned with the COMPANY RAM. The
CONTRACTORs RAM shall be submitted to COMPANY for review and
comment.
iv. A description of how each hazard will be controlled and shall indicate the
need for specific job hazard analysis when the normal procedures and
controls are expected to be inadequate.
v. Implementation of risk reduction measures to control or mitigate the hazard
and its effects.
vi. Planning for recovery in the event of a loss of control leading to an
unacceptable effect
(c) CONTRACTOR shall lead and perform prior to contract mobilisation, the
hazard identification and risk assessment (HAZID) which shall include the
participation of the COMPANY designated personnel and the CONTRACTORs
discipline specialists, supervisors and HSSE advisors involved in the relevant
work activities. The output shall be the responsibility of the CONTRACTOR
and shall be made readily available to foremen and supervisors and shall be
used to determine the appropriate hardware and controls, including
supervision and monitoring that will be implemented. The CONTRACTOR shall
record actions and recommendations identified during the risk assessment in
a common document available to the COMPANY and actions shall be tracked
by the CONTRACTOR and closed prior to start of the work activity execution.
(d) CONTRACTOR shall regularly update risk assessments during the lifetime of
the CONTRACT and shall ensure that at no time shall a new segment or
portion of the WORK be started or continued without completing all the
necessary requirements for risk assessment and communicating same to all
the stakeholders
ARTICLE 6 AUDIT AND REVIEW

6.1 AUDIT AND REVIEW
(a) CONTRACTOR Audits
i. The CONTRACTOR shall periodically perform self-audits, reviews and
inspections to determine the effectiveness of the various HSSE programs
and initiatives. The CONTRACTOR shall also perform audits, reviews, and
inspections on its SUBCONTRACTORs. CONTRACTOR shall also arrange
for audits by auditors independent of the process or the facility to be
audited.
ii. CONTRACTOR senior management and Key Personnel shall participate in
these audits, reviews and inspections to show their personal commitment
and responsibility.
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iii. The scope and frequency of CONTRACTOR HSSE audits shall be identified
in the Contract HSSE Plan.
iv. COMPANY reserves the right, at any time, to independently audit, review
and inspect the CONTRACTORs performance of the WORK including its
facilities, equipment, procedures and management systems against the
requirements of the CONTRACT. The CONTRACTOR shall fully cooperate
with the COMPANY in such audits and reviews, and shall implement
recommendations in a timely manner at its own cost.
v. Actions arising from audits and inspections shall be recorded, reported to
COMPANY and tracked to closure by CONTRACTOR. CONTRACTOR shall
implement areas of improvement arising from CONTRACTOR audits and
performance in closing action items shall be reported to COMPANY. This
shall form part of the Management Review.
(b) COMPANY Audits
i. The COMPANY shall review the CONTRACTORs compliance with the
HSSE-MS on a scheduled basis. These reviews will take place prior to
commencement of WORK, during execution of WORK (e.g. at the
conclusion of certain major milestones), and at Completion. The
inspections may entail Worksite visits, document reviews and employee
interviews.
ii. Findings from these reviews, including non-compliance findings,
observations and areas of improvements will be communicated to the
CONTRACTOR. Findings identified during these reviews will be recorded
and tracked in a register to be established and maintained by the
CONTRACTOR until the Completion Date.
iii. COMPANY shall conduct a Pre-mobilisation inspection and a Pre-Start Audit
prior to the commencement of WORK and if satisfactory, issue an HSE
Certificate allowing the WORK to commence. Site mobilization or any
portion of the WORK shall not commence until an HSE Certificate is
issued to the CONTRACTOR. If the Pre-Start Audit is unsatisfactory, the
WORK shall not commence until all Serious, High and Medium findings,
gaps and lapses identified are closed out, regardless of the status of the
CONTRACTORS HSE Capability before CONTRACT award, including
Green or Amber.The pre-mobilisation inspection applies to the
CONTRACTOR and all SUB-CONTRACTORS and focus includes but not
limited to:
Equipment/Materials for the project
Land and Marine Transportation
Medical Emergency Response Facilities
Welfare Provision (Toilets, PPEs, Housekeeping etc)
Fire Fighting Equipment
Site office, Houseboat and Accommodation Facilities
Personnel Certification and Competence Assessment (Swimming,
Medical, Driving, Trade Certificates etc)
Review/Approval of HSSEMS, Procedures, Contigency/Evacuation
Plan, Insurance Policy etc
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Test certificates, Licences for Equipment

Work Program
(c) Management Review

i. CONTRACTOR management shall regularly review the suitability and
effectiveness of the HSSE-MS to identify whether the HSSE strategic
objectives are being met. The review should be used to determine the need
for any changes in priorities to deliver the desired HSSE performance.
ii. The HSSE Management Review should include (but not limited to) a
review of the following:
Audit results
Investigation findings
KPIs (leading and lagging)
Progress against HSSE Plan activities
iii. The HSSE Management Review process should be used to define the
HSSE improvement priorities to be incorporated into the HSSE Annual
Plan.
(d) Implementation, Monitoring and Closure of Action Items from Audit
Findings
i. CONTRACTOR shall ensure that responses to non-compliance findings
and areas of improvement from its own and COMPANY audits, inspections
and reviews are documented. The CONTRACTOR shall implement all
recommendations from such audits, inspections and reviews within time
scales mutually agreed between the COMPANY and the CONTRACTOR.
ii. CONTRACTOR shall develop and maintain an action tracking register for
all recommendations resulting from both the CONTRACTOR and COMPANY
audit activities. The status of all actions in the action tracking register shall
be monitored and reported as part of the monthly reporting cycle. The
resolution of each recommendation shall be documented in the action
tracking register.
PART B- SCOPE SPECIFIC HSSE REQUIREMENTS
ARTICLE 1 HEALTH CLAUSES
ARTICLE 1.1 - ACUTE TOXIC SUBSTANCES

Where Acute Toxic Substances are present at the worksite the CONTRACTOR shall:
Only supply personnel who are competent to work with adequate knowledge of:
i. what Acute Toxic Substances may be present;
ii. how personnel can be exposed;
iii. the potential effects on health following exposure;
iv. the use and limitations of personal protective equipment.
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Where the CONTRACTORs activities involve, or introduce, an acute toxic

substance to the site the CONTRACTOR shall, in addition to (a) above:
a. Perform a Health Risk Assessment (HRA)
b. Implement appropriate controls and barriers to protect the health of
workers and others on site
c. Inform COMPANY of the risks and controls.
ARTICLE 1.2 FITNESS TO WORK

Fitness to Work evaluation shall be used to identify if CONTRACTOR Personnel can
perform the job tasks below:
catering, preparing or handling unwrapped foods ready for consumption
expatriate assignments including Long and Short Term International
Assignments and International Commuter assignments
fire fighting and rescue team member work
crane operation work
professional driving work
remote location work
use of respiratory protection that requires a tight seal to protect the user
1.2.1 Health risk assessment
The CONTRACTOR shall review the Health Risk Assessment (HRA) and
documented demonstration of ALARP to identify any other job tasks that require
fitness to work evaluation.
1.2.2 Fitness to work Programme
The CONTRACTOR shall establish a fitness to work programme to ensure that all
CONTRACTOR Personnel engaged in the work are medically and physically fit to
perform their work.
The CONTRACTOR shall:
Verify that CONTRACTOR Personnel complete fitness to work evaluations.

CONTRACTOR Personnel are deemed unfit for the task until fitness to work
evaluations are completed and the person is deemed fit.
Identify any CONTRACTOR Personnel who may not be fit for work and only
assign work to CONTRACTOR Personnel who are fit for the work.
Refer an employee to a health professional when there is a concern about the
individuals fitness to work, or before an employee returns to work following
an injury or illness that could affect fitness for work.
Review any work restrictions provided by the health professional and
subsequently approve changes in work assignment or return to work of
CONTRACTOR Personnel.
Establish protocols and set criteria for evaluations for fitness to work.
1.2.3 CONTRACTOR Personnel Deemed Unfit To Work
The CONTRACTOR shall also apply a process to manage CONTRACTOR Personnel

who have been determined to be unfit for a required task that:
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Provide CONTRACTOR Personnel with access to an appeal process

associated with fitness to work.
Where permitted by legislation, includes a requirement that CONTRACTOR
Personnel advise their Supervisor or health professional of a change in their
physical or psychological capacity for work.
1.2.4 Access to Medical Assessment
COMPANY shall retain the right to request medical assessments on CONTRACTOR

workforce more frequently should it so desire. The examining physician may
recommend increasing the frequency of periodic assessments, if clinically
indicated, such as in those persons with chronic, but not disqualifying conditions.
In some circumstances specific vocational testing may be required, for example
visual acuity, audiometry.
CONTRACTOR Personnel are required to be in possession of valid certificates of

medical fitness at all times. COMPANY reserves the right to examine original
medical examination certificates to confirm their authenticity.
ARTICLE 1.3- FOOD AND DRINKING WATER SAFETY
1.3.1 Good Hygiene Practices

The CONTRACTOR shall apply good hygiene practices to prevent contamination or
spoilage of food and drinks, including drinking water during selection, handling,
storage and preparation. This includes the following:
1. Set expectations and provide training for Personal Hygiene.
2. Specify building and equipment requirements suitable for food preparation
and storage.
3. Maintain sanitized facilities and equipment.
4. Set controls for handling raw materials, food and waste.
1.3.2 CONTRACTOR Food And Drinking Requirements

1. CONTRACTOR shall provide portable water, at least 3 litres per person/day
for consumption by CONTRACTOR PERSONNEL while at work. The water
shall meet WHO standard and shall be stored and served cold.
CONTRACTOR may also provide food or make alternative arrangement in
lieu of food.
2. CONTRACTOR shall establish and maintain a food and drinking water
safety Management System in line with Hazard Analysis Critical Control
Point (HACCP), a system that encompasses the identification and control of
all hazards throughout the entire food handling chain. The system shall
include:
Requirements for good hygiene practices and HACCP in catering
contracts.
Regularly scheduled inspections to monitor good hygiene practices
and key HACCP controls.
Reporting and investigating illnesses suspected to be caused by
contaminated food or drink, including drinking water, in line with
Incident Investigation.
1.3.3 Appointment of CONTRACTOR Personnel:

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1. CONTRACTOR shall appoint a competent person who is responsible for

catering and food hygiene and implementing the HACCP system and
standards.
2. These requirements and standards shall be included in the conditions of
contract for all food and water suppliers, and shall apply to all
CONTRACTORs.
3. The CONTRACTOR shall ensure that all food handlers possess a valid
medical fitness certificate issued by the relevant government authority or
according to COMPANY Fitness to Work protocols.
1.3.4 Food Handlers
Food handlers shall;

1. Always wear clean clothing. Typically they are provided with at least two
pairs of uniform, aprons, caps and safety shoes.
2. Observe good personal hygiene and wash their hands with soap often,
especially after visiting toilet and before touching any food.
3. Undertake pre-employment training and refresher thereafter on catering
hygiene.
4. Be required to undertake, as a minimum every six months stool test and be
in possession of a valid food handlers medical certificate.
5. Any food handler suffering from diarrhoea, vomiting, high temperature or
has septic sore or cuts, in his hands or body shall immediately report to his
supervisor and shall be kept away from food handling works until he gets
medical clearance
1.3.5 Inspections
The COMPANY has the right to conduct inspections without notice in kitchens in
COMPANY group worksites supplied and/ or operated by the CONTRACTOR. This
includes, but not limited to, the food storage area, food preparation and cooking
areas. The CONTRACTOR shall follow any recommendations made by the local
environmental agency or the COMPANYs representative to remedy any potential
problems which could relate to food related illness/poisoning.
ARTICLE 1.4- HEARING CONSERVATION
The CONTRACTOR shall identify and assess through Health Risk Assessments
(HRA) those tasks and areas where Noise Levels could result in Noise Induced
Hearing Loss. The CONTRACTOR shall reduce noise exposure to As Low As
Reasonably Practicable (ALARP).
The CONTRACTOR shall do maintenance to keep Noise Levels in line with the
equipment design criteria. Peak Noise Levels in the workplace shall be kept below
140dB(C) (this value applies irrespective of the duration of the exposure or the use
of hearing protection). Exposure of personnel to noise shall be kept below 85dB(A)
for an eight-hour Noise Dose.
When hearing protection or procedural controls are used to maintain exposure

below 85dB(A) for an eight-hour Noise Dose, the following shall be undertaken:
Establish hearing protection zones based on a Noise Contour of 85dB(A) and

identify them with marking/signage.
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When portable equipment is the source of the noise use location drawings,
equipment marking or other controls to identify hearing protection zones.
Train personnel who enter hearing protection zones about noise hazards and
describe:
a. how to identify areas where hearing protection is required;
b. the correct use and maintenance of hearing protection;
c. the effect of noise on hearing; and
d. how to prevent Noise Induced Hearing Loss.
The CONTRACTOR shall select and provide hearing protection that fits and reduces
exposure of personnel below 85dB(A) for an eight-hour Noise Dose.
The CONTRACTOR shall provide medical surveillance (Audiometry) and verify that
CONTRACTOR Personnel are tested at the times and frequency specified by the
HRA.
Hearing protection shall be provided to everyone who may enter identified hearing
protection zones. CONTRACTOR Personnel shall be instructed to wear hearing
protection at all times when entering or working in an identified hearing protection
zone.
CONTRACTOR shall update noise assessments when equipment or conditions

change in a way that may increase the exposure of personnel to noise (in line with
the HRA process).
ARTICLE 1.5 - MALARIA
CONTRACTOR must demonstrate that it has implemented an effective Malaria

prevention programme, following the International standard ABCD approach to
Malaria prevention for its personnel, which includes:
Awareness of Malaria Risk;
Take Personal Bite Control measure;
Take Chemoprophylaxis;
Demonstrate to COMPANY that personnel have access to good quality
diagnosis and treatment health services for Malaria. This is likely to mean
access to treatment within 12 hours of commencement of symptoms.
CONTRACTOR shall develop and implement Vector Control Program through

regular fumigation and provision of mosquito nets and netting in accommodation
provided. Fumigation frequency shall be agreed with the Contractor and
implemented accordingly.
ARTICLE 1.6- STRESS
The CONTRACTOR shall have processes to manage the risk to health from
organizational factors through major organizational changes. The CONTRACTOR
must demonstrate it has an effective change management plan that specifically
includes the identification, assessment and mitigation of Organisational Factors.
ARTICLE 1.7 WORKERS CAMP REQUIREMENTS

1.7.1 Organisation and Resources:
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The CONTRACTOR must provide a camp facility, which engages with the
workforce, and provides an effective foundation for facilities which meet the needs
of the workers and community. As a minimum, the accommodation shall comply
with the following requirements for a safe and conducive work environment
Provision of sleeping apartment, catering facilities, recreation facilities,
transportation control, food and equipment storage facilities, offices etc. as
stated in COMPANY standard 'SPDC 2004-0052489 Catering &
Accommodation Standards'
Well managed layout such as to provide adequate space to prevent the
spread of fire, and to facilitate evacuation in case of an emergency;
A muster area, separated from hazards by firebreaks, where Camp
residents and personnel can muster in an emergency;
System for monitoring and controlling all persons entering and leaving the
Camp.
Furniture e.g seats and desks with suitable ergonomic design so as to
maintain a suitable and comfortable posture to reduce cases that may result
in occupational injury.
Adequate lighting / ventilation and temperature control.
Vector control arrangement with netting to prevent ingress of insects,
pests, livestock and wild life.
Beddings with free floor access between beds and space for safe storage of
personal possessions (e.g. cabinet that can be locked), chairs, reading lamp
etc.
CONTRACTOR shall provide professional and competent resources to run the

Workers Welfare programme to cater for the multifaceted needs of the residents.
This shall include but not limited to the following key areas;
Sports and Recreation (internal & external)
Communication and Creativity
Education (general and local issues)
Basic General Services
Psychological/Social Support
Access to Primary Health Care and Medical Emergency Response
Social events/gathering (e.g. religious events, national day celebrations etc.)
Minimisation of impact on the local communities
1.7.2 Welfare programme:
A Welfare Programme shall be developed and delivered to include, but not limited
to the following;
1. A camp welfare organization headed by a nominated person, experienced in

camp welfare
2. Development and Implementation of carefully planned programs/activities
aimed at addressing people's wellness/welfare holistically:
Sports, Recreation & Cultural Programme to not only strengthen the body
but also to bring people from all walks of life together in camaraderie,
friendship and the pursuit of excellence.
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Communication and Creativity Programme addressing the language

barriers multiple language newsletters, other interests groups and
activities like language classes, training to enhance or develop new
competencies etc.
Communication with Family Provision of telephone/internet caf (daily
access to internet, 15 minutes free talk time per employee per week)
General Services - ensuring essential services such as catering,
accommodations, housekeeping, laundry, banks, religious needs and
maintenance are available.
Psychological/Social Support Network - a support initiative designed to
alleviate distress and promote positive mental health among the workers. It
may include:
i. Helpline (24/7) in appropriate language
ii. Access to multilingual Psychologists to provide Professional
Counseling
iii. Camp Volunteers (e.g. Uncle & Aunts Programme) - A network of
volunteers (1 in 500 workers).
Provision of food for people with controlled pre-existing medical conditions
(e.g. diabetes, hyperlipidaemia etc.)
Defined and agreed work/leave cycle to avoid prolonged period of being
away from family,
Sponsorship costs by CONTRACTOR and not by CONTRACTOR Personnel
ARTICLE 1.8- ALCOHOL AND DRUGS

CONTRACTOR Personnel shall not use, be under the influence of, possess,
distribute or sell alcoholic beverages, illicit or un-prescribed controlled drugs, drug
paraphernalia or misuse legitimate prescription drugs while on COMPANY Group
Worksite. CONTRACTOR Personnel who are found in violation of these prohibitions
will not be allowed on the worksite and may be referred to law enforcement
agencies for their action.
Entry onto COMPANY managed locations constitutes consent to and recognition of

the right of COMPANY and its authorized representatives to search person, vehicle,
and other property of individuals while on COMPANY premises. Such searches may
be initiated by COMPANY without prior announcement and will be conducted at
such times and locations deemed appropriate. CONTRACTOR Personnel who refuse
to co-operate with these searches will not be allowed on COMPANY managed
locations.
The CONTRACTOR shall establish an effective Alcohol and Drugs Policy that
includes:
standards of behaviour
awareness training
rehabilitation
testing, and
disciplinary measures.
CONTRACTOR shall conduct random periodic alcohol and drug screening and after
any incident using CONTRACTOR own drug and alcohol testing kit.
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ARTICLE 2 - ENVIRONMENT
ARTICLE 2.1 - WATER IN THE ENVIRONMENT
The CONTRACTOR will comply with all legislative and permitting requirements
concerning the use of water and discharging water to the environment.
The CONTRACTOR shall reduce the risk of discharges to the aquatic environment
and Aquifers to As Low As Reasonably Practicable (ALARP). The CONTRACTOR
shall:
Minimise the amount of used Water discharges through the selection of
processes and/or maximising reuse or recycling.
Design and install equipment and/or implement procedures to reduce the
impact of discharges to the environment including the risk from leaks and
spills.
Establish disposal routes for all Waste Water.
Discharge water only to a receiving Aquatic Environment Aquifer, which is
physically, chemically and biologically compatible.
Meet the legislative and permitting requirements and the COMPANY
Specification for Discharge to Water.
ARTICLE 2.2 -WASTE
2.2.1 Waste management Plan
The CONTRACTOR is responsible for management of wastes generated by their

activities. CONTRACTORs shall meet all regulatory and permit requirements for
the management of waste. The CONTRACTOR shall prepare and implement a
Waste Management Plan that:
Incorporates controls to reduce Waste generation into Procedures and
working practices.
Identifies opportunities to reuse Waste for the same or alternative
applications or return unused materials to suppliers.
Identifies recycling and recovery opportunities for Waste material.
Identifies (waste types and amount), segregates and stores Waste.
2.2.2 Transport and disposal of Waste:
For transport and disposal of Waste CONTRACTOR shall:
Verify that any trans-national movement of Waste meets the requirements of

the Basel Convention.
Ensure all other transport and disposal of Waste meets legislative and
Internationally Recognised Standards.
Dispose of Waste to government-approved disposal sites, methods and
CONTRACTORs.
When disposing of Hazardous Waste maintain segregation from other Waste
and use disposal sites that meet Internationally Recognised Standards.
Conduct Land Farming only after considering the risks of leaching or build-
up of hazardous substances and implement appropriate mitigation measures
to manage the risks.
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Retain Waste tracking records for periods defined by legislative requirements

and the COMPANY Records Management System
CONTRACTOR shall report waste management parameters in line with
legislative and permitting requirements.
CONTRACTOR shall submit records of the Mass of Non-Hazardous and
Hazardous Waste Disposed to the COMPANY.
In the event of dumping, throwing or disposal of any waste that causes
pollution, the CONTRACTOR shall at its own cost clean up and retrieve the
waste and comply with all instructions of the COMPANY. In the event the
CONTRACTOR fails to clean or retrieve the waste, all costs associated with
the cleaning or retrieval of such waste will be charged to the CONTRACTOR.
ARTICLE 2.3 - BIODIVERSITY
CONTRACTOR shall demonstrate that Consequences for Biodiversity are

incorporated into controls that minimize risks to the environment from their
activities
ARTICLE 2.4- ENVIRONMENT GENERAL
CONTRACTOR will take all reasonable precautions to protect the environment.

COMPANY shall require CONTRACTOR to follow COMPANY environmental controls
to minimize the risk to the environment, in line with COMPANY environmental
impact assessment and COMPANY environmental permit conditions. Where
applicable, the CONTRACTOR shall ensure that all SUBCONTRACTORs engaged in
the delivery of the WORK will follow COMPANY procedures for environmental
protection.
ARTICLE 2.5 - OZONE
With the exception of domestic sized appliances or drinking water coolers

containing Ozone Depleting Substances in sealed systems, the CONTRACTOR shall
not use Halons and HCFCs.
CONTRACTOR shall comply with the Permit to Work system to work on or dispose
of equipment that contains Ozone Depleting Substances.
ARTICLE 2.6 - GREENHOUSE GAS AND ENERGY MANAGEMENT
CONTRACTOR shall maintain an inventory of energy use and Greenhouse Gas

emissions. These include direct and indirect emissions (as CO2 equivalent) from
stationary and mobile emissions sources in line with the COMPANY HSSE
Performance Monitoring and Reporting requirements.
ARTICLE 2.7- SOIL AND WATER
2.7.1 Soil and Water requirements
CONTRACTOR shall establish and maintain controls based on the identified risk of
soil or water contamination to reduce the Risk to As Low As Reasonably Practicable
(ALARP) and have such controls approved by the COMPANY.
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CONTRACTOR shall:
Design and install equipment and/or implement procedures to minimise the

risk of leaks and spills.
Design and implement leak detection and/or containment systems.
Provide procedures and an implementation to maintain, inspect and test
containment and leak detection equipment.
Establish and be able to implement, spill and leak response plans.
CONTRACTORs shall report all unintended emissions and discharges to the
environment from their activities, or those of their SUBCONTRACTORs, to
the COMPANY.
2.7.2 Remediation work
On completion of Work, CONTRACTOR is responsible for any land / soil / water

remediation which may be necessary as a result of CONTRACTOR operations. Such
remediation work shall be performed to an acceptable level in accordance with
local laws and regulations.
ARTICLE 3- PERSONAL SAFETY

ARTICLE 3.1 - CONFINED SPACE WORK
3.1.1 Confined space
CONTRACTOR shall identify confined space work and implement procedures to

manage the risks. Procedures shall comply with Internationally Recognised
Standards and applicable laws and regulations. The procedures must describe
local requirements, responsibilities, competence and monitoring. All confined
space work must be controlled by the Permit to Work (PTW) process, and include a
job specific Risk Assessment and identification of controls as part of planning the
work.
CONTRACTOR shall create a list of confined spaces and associated hazards

and work activities requiring isolation, testing and control.
A confined space is defined as a space that:
(a) Is large enough and so configured that an employee can bodily enter and
perform assigned work; and
(b) Has limited or restricted means for entry or exit (for example, tanks, vessels,
silos, storage bins, hoppers, vaults, and pits are spaces that may have limited
means of entry.); and
(c) Is not designed for continuous employee occupancy.
CONTRACTOR shall create work processes or procedures which address

the access/egress, testing, controls, emergency response, tasks, personnel,
training and equipment required to safely conduct the WORK. These
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processes or procedures shall be incorporated into the HSE Management

System.
3.1.2 Risk Assessment
CONTRACTOR shall consider activities in confined spaces as medium or high-risk

activities, per the CONTRACTOR's Risk Assessment Matrix. The CONTRACTOR
shall inform all personnel of the existence and Hazards of Confined Spaces.
The CONTRACTOR shall reduce risk by applying the Hierarchy of Controls as

outlined below:
1. Eliminate the need for Confined Space Work.

2. Avoid the need for Respiratory Protection or skin protection for Confined
Space Work by eliminating or minimising flammable, toxic, asphyxiate or
other Hazards through emptying, flushing, clearing, and ventilating. Avoid
the need for hearing protection, fall protection, lifelines or other types of
Personal Protective Equipment by removing or controlling Hazards.
3. Specify Respiratory Protection and/or other protective equipment and apply
working methods that reduce the exposure time of people in the Confined
Space
3.1.3 Isolation
CONTRACTOR Personnels supervisor is responsible for the requirements to verify

that the Confined Space is isolated from all potential sources of hazardous material
and energy, including radiation. The use of Isolation points as close as possible to
the Confined Space, in line with Safe Isolation - Lock Out Tag Out shall be utilized.
3.1.4 Gas testing
Confined space procedures shall include gas testing and isolation. The CONTRACTOR
Personnels supervisor shall verify that atmospheric conditions meet the following criteria before
Entry, and are maintained throughout the work:
Without Respiratory With Respiratory

Inert Entry
Protection Protection
Oxygen % 20 to max. 21.5 >16 to max. 21.5 <4
Toxics < OEL < IDLH Not applicable

Not detectable (<1) <10
Flammables % <10 For hot work - not
of LFL detectable
OEL: Occupational Exposure Limit; IDLH: level that is Immediately Dangerous To

Life Or Health; LFL: Lower Flammable Limit.
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CONTRACTOR shall assign an authorised person for gas testing who must carry
out the gas test before the permit is issued. The test must be documented and
provided with the permit.
The Authorised Person for gas testing must repeat the test at a frequency sufficient
to verify that occupants in the Confined Space are protected from atmospheric
Hazards and must investigate any deviation in the oxygen level or in the
contaminant level of toxics or flammables. All Risks shall be assessed and
appropriate action taken. Entry into Confined Spaces, with Respiratory Protection,
shall only be approved when the source, nature and concentration of the hazardous
atmosphere are understood.
CONTRACTORs authorised person must approve the selection of Respiratory

Protection and must verify the quality of air supplied from bottles, compressors or
ventilators.
3.1.5 Risk from Energy sources
CONTRACTOR shall include in the PTW the necessary controls required to manage
the Risks from any energy sources used inside the Confined Space. If contaminants
or heat in the Confined Space can affect entrants health, CONTRACTOR shall
provide a plan for ventilation or other controls prior to entry. These controls shall
be listed on the permit. CONTRACTOR shall not use oxygen or oxygen-enriched air
to ventilate the Confined Space.
3.1.6 Use of Electrical equipment
If electrical equipment is needed inside the Confined Space (e.g. lighting)

CONTRACTOR shall use low voltage equipment if available. If low voltage
equipment is not available, an earth leakage current device or ground fault circuit
interrupter must be used to protect entrants against electric shock.
3.1.7 Access to confined space
CONTRACTOR shall verify that lighting in the Confined Space allows entrants to
see well enough to work safely and to exit the space quickly in an emergency.
CONTRACTOR shall establish a rescue plan for recovering people from the
Confined Space and shall provide all equipment and other resources needed for a
rescue must be readily available whenever people are in the Confined Space.
CONTRACTOR shall verify that all entry points to be used are barricaded, or signs
are used at all other openings to prevent unauthorised entry.
CONTRACTOR shall have a procedure to station an attendant outside the Confined

Space and to verify that the attendant is present at all times while personnel are in
the Confined Space. Before people enter the Confined Space an effective means of
communication shall be establish between the people inside the Confined Space,
the Attendant outside and the control room and/or the Emergency Response Team.
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CONTRACTOR shall have a procedure to address unauthorised Entry and shall

keep record of numbers and names of people in the Confined Space.
CONTRACTOR shall develop a process to monitor the Confined Space from outside
while entrants are inside and maintain communication with the entrants shall be
maintained at all times. If ventilation systems fail, contaminants exceed agreed
limits, conditions become unsafe, or other emergencies at the site require
evacuation the work shall be stopped and the confined space evacuated.
CONTRACTOR shall consider activities in confined spaces as medium or high-risk

activities, per the CONTRACTOR's Risk Assessment Matrix (RAM).
3.1.8 Catalyst work and inert entry
Entry into oxygen deficient atmospheres or vessels that are blanketed with
nitrogen or otherwise are known to not contain sufficient oxygen is prohibited
without specific site approval by COMPANY where CONTRACTOR is a specialist in
this type of work and has demonstrated sufficient experience, training, procedures
and controls for the safe execution of said work.
ARTICLE 3.2- ELECTRICAL SAFETY
3.2.1 Electrical safety processes
The CONTRACTOR shall create a list of hazardous sources and associated work
activities requiring isolation. The CONTRACTOR shall create work processes and
procedures which address the controls, emergency response, tasks, personnel,
training and equipment required to safely conduct the work.
Activities shall be assessed per CONTRACTORs Risk Assessment Matrix. For
medium and high-risk work activities, procedures and processes shall be equipment
specific, to include fixed and portable equipment, and posted on or near the
equipment.
3.2.2 Appointment of Authorized personnel
The CONTRACTOR shall appoint a Senior Electrical Authorised Person for

electrical safety to develop and maintain the Electrical Safety Rules in line with
Internationally Recognised Standards and local legislation. This competent focal
point shall define which people can work on electrical equipment, set
responsibilities and requirements for operation, maintenance, identification
(labelling) and inspection of electrical equipment and identify the Internationally
Recognised Standards, legislation or requirements to use for equipment design and
for control of electrical craftwork.
The CONTRACTORs Senior Electrical Authorised Person shall set requirements for
electrical work at the worksite and ensure adequate use of Permit to Work.
The CONTRACTOR shall use only Authorised and competent Persons to work on
electrical equipment and to carry out the assigned work in line with the
Internationally Recognised Standards and local legislation.
3.2.3 Use of Equipment
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CONTRACTOR shall mitigate the use of equipment or work to control static

electricity in order to prevent discharge or arc flash that could harm people or
damage HSSE Critical Equipment; or arc flash, fire or explosion due to static
discharge from equipment used in Classified Areas.
CONTRACTOR shall provide a permit prior to any work that could expose people to
harmful electrical energy. CONTRACTOR shall de-energise and isolate equipment
as required in Safe Isolation - Lock Out Tag Out and verify that there is no voltage.
CONTRACTOR shall use physical barriers, protective equipment, special tools or
other controls to prevent harm to personnel when it is not possible to de-energise
equipment.
CONTRACTOR shall obtain signed authorisation from a person designated by the
Electrical Safety Rules for switching, testing and work on Low Voltage systems that
are phased or can produce feedback.
CONTRACTOR shall control work, equipment and use of ladders near underground
and overhead electrical Hazards to prevent contact with energised lines or
equipment.
CONTRACTOR shall control electrical work in design and construction phases.
CONTRACTOR shall approve whether newly constructed electrical equipment may
be connected to electrical power distribution and generation systems.
CONTRACTOR shall verify that all permanently installed electrical equipment shall
be protected by a circuit breaking device protecting against overload and earth
fault conditions, and fitted with isolation switches, disconnecting both live and
neutral conductors.
CONTRACTOR shall verify that all electrical equipment, with the exception of
double-insulated hand tools, shall be fitted with an earth conductor.
CONTRACTOR shall verify that all portable electrical equipment shall be connected
by & socket arrangement of the correct rating. Portable electrical equipment shall
be disconnected from the power supply when not in use. All flexible cables shall be
in good condition and protected against mechanical damage. Taped joints
(including those insulated) in cables shall not be permitted.
CONTRACTOR shall develop a cable management plan to manage electrical cable
when in and not in use.
ARTICLE 3.3 - EXCAVATION

CONTRACTOR shall have excavation work processes or procedures in place that
meets or exceeds international or country specific legislation. The process or
procedures shall define excavations, address the hazards, controls and mitigations
of excavation work.
CONTRACTOR shall include any excavation work into the Permit to Work system.
CONTRACTOR must establish and maintain a procedure which identifies distances
from the edge of the excavations where construction may take place without the
collapse of the walls.
An assessment of the surrounding area, by a competent person must be completed

prior to the excavation being started which takes into account the placing of
underground utilities contained in underground pipelines or live cables.
Within 0.5m of live line, pipeline or power cable, only hand probing and hand tools
only can be used.
This assessment shall also review overhead utilities. Soil testing may be required
prior to the start of excavations.
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CONTRACTOR shall define a maximum allowable slope, or Benching, or Shoring for

excavations greater than 1.5 meters.
CONTRACTOR must demonstrate and specify;
Measures to minimise the impact of weather conditions
Measure to determine underground facilities
Inspection of Barriers and Safety signs
Safe access and exit for Personnel
Define a rescue plan and rescue equipment.
ARTICLE 3.4 - HOT WORK
The CONTRACTOR shall have processes or procedures to address hot work that
meet or exceeds international or country specific legislation. The processes or
procedures shall define Hot Work, address the hazards, controls and mitigations of
excavation work.
The CONTRACTOR shall maintain a register of competent personnel who are able
to operate, maintain and inspect equipment for hot work.
The CONTRACTOR shall require a Permit to work to carry out hot work activities.
Hot Work shall be conducted in areas where non-flammable sources have been
removed. In such cases where this is not achievable a separate procedure shall be
implemented to ensure that all risks are reduced to ALARP.
The CONTRACTOR must provide procedures for special types of Hot work
including:
Lines or equipment that still contact Flammable Material
Hot Work on Confined Spaces; and
Entry and use of vehicles and other mobile equipment in Classified area.
CONTRACTOR shall confirm that equipment which could contain Flammable
Material is gas free and isolated in line with Safe Isolation Lock Out Tag Out
before the work begins.
CONTRACTOR shall clear out the area before work starts.
CONTRACTOR shall provide a mechanism by which the atmosphere can be
continuously/frequently tested to make sure the area remains free of flammable
materials during the hot work. CONTRACTOR shall maintain a fire watch
throughout the Hot Work.
ARTICLE 3.5 IONISING RADIATION
All CONTRACTOR Personnel working with or around Ionising Radiation, with the
exception of cosmic radiation and medical exposure, shall adhere to COMPANY
processes or procedures that address the hazards, controls and mitigations.
COMPANY shall inform CONTRACTOR of COMPANY qualified Radiation Protection

Officer responsible for implementing procedures for work with sealed and unsealed
Radioactive Sources and generation devices. These procedures include the
following:
Protective measures to keep exposures below dose limits

Provision of a secure lockable source store with managed access to keys
A system to identify, track and record details of all sources on location
Methods to minimise radioactive Waste generated
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The CONTRACTOR shall adhere to COMPANY procedures for working with

Naturally Occurring Radioactive Materials (NORM). This includes, but is not
limited to
Methods to mimimise NORM generated

Methods to identify locations
Testing of potentially contaminated equipment for NORM before work begins
Protective measures handling NORM or NORM contaminated equipment
Methods to minimise environmental impact of disposal routes.
A system to record:
Locations and activities of NORM encountered
Names of staff involved in work with NORM;
Amounts activities and disposal routes of NORM disposed.
ARTICLE 3.6- LIFTING AND HOISTING
The CONTRACTOR shall have a Lifting & Hoisting programme which addresses all
aspects of Lifting and Hoisting to include, but not limited to, using pedestal cranes,
mobile cranes, overhead and gantry cranes, A-frames, jib cranes, derricks, hoists,
and special hoist supported personnel lifting devices. The COMPANY reserves the
right to approve the CONTRACTORs Lifting and Hoisting Standard and procedures
prior to commencement of work.
3.6.1 Requirements for Lifting and Hoisting Procedures
The CONTRACTORs Lifting & Hoisting procedures shall specifically address:
I. A hierarchy of clearly defined roles and responsibilities for Lifting and
Hoisting, including:
Person responsible for the overall safety on the site, including identification
of person(s) in charge of the safety of each lifting operation. Number of
Subject Matter Experts required to provide assurance of the effectiveness
of the implementation of the Lifting controls, competence, inspections,
barricading etc.
A competent person responsible who is directly involved in the lift and is
responsible for the lifting operation.
II. Training Programme and means to verify competency, including:

Documentation defining the organization, roles and involvement in the lifting
operations.
Training requirements for all competency elements. All personnel involved in
the lifting activities shall posses valid OPITO (Offshore Petroleum Industry
Training Organization)/IADC (International Association of Drilling
Contractors) certification.
A documentation process for verifying that a personnel training is current.
Competency requirements for personnel involved in lifting and hoisting
activities
III. Lifting and Hoisting Equipment activities which includes:

Design and qualification of Lifting Equipment to an industry standard.
Testing and maintenance to an industry standard and/or manufacturers
specifications.
Two means of equipment compliance verification, including a documentation
system such as an equipment register and a field identification system such
as tagging or color codes.
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IV. Planning system, which includes a documented process for:

Evaluating the risks associated with every lift (which may be applied to
multiple, identical lifts or routine lifts and shall be specific for non-routine
lifts).
Non-routine lifts, which shall require procedures to include: determination
between simple and complex lifts.
a) Non-routine simple lifts, procedures shall address Job Hazard Analysis

to define the lift plan, site factors to address logistics, crane stability,
and radius of operation, and load factors to define load integrity and
stability.
b) Non-routine complex lifts, which shall require procedures to address
appointing of an Authorised Subject Matter Expert to establish the
lifting plan, assessing site factors and load factors, requirements for
lifting of personnel, and requirements for performing blind lifts.
Communications for the tasks, risks and contingencies of the lift plan to all
the personnel involved in the lift.
Interfacing the lifting operation to adjacent and simultaneous operations,
including controlling access to the area involved in the lift.
V. CONTRACTOR shall create a list of work activities and work conditions

that specify lifting and hoisting with cranes and hoists.
3.6.2 General Requirements for Lifting and Hoisting Operations

CONTRACTOR shall create work processes and procedures addressing the controls
(e.g. barricades, signage, equipment inspection and maintenance, and work site
management), emergency response, tasks, personnel, training and equipment
required to safely conduct lifting and hoisting during work. The procedures shall be
approved by a COMPANY authorised subject matter expert (SME) for lifting and
hoisting, which must include the following:
specific job hazard analysis that identify hazards and necessary
controls and recovery measures, lift plan that assess site factors to
define logistics, crane stability, and radius of operation, and assess
load factors to define load integrity and stability;
authorised individual for the lifting and hoisting operation, and the
individual in charge of the lift;
CONTRACTOR shall only use lifting and hoisting equipment and appliances that
are properly manufactured, certified and inspected in accordance with COMPANY
standards 'EP-2005-0264.
The Safe Working Load (SWL) shall be clearly displayed on all CONTRACTOR-
provided lifting and hoisting accessories, appliances and equipment used in
connection with the WORK.
CONTRACTOR shall ensure that all lifting appliances and accessories used are
inspected and certified by competent inspectors in accordance with the
manufacturer's specification and all applicable laws including, without limitation,
the Factories Act. Copies of all survey certificates and inspection records must be
available at the WORKSITE and made available to COMPANY on demand.
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CONTRACTOR shall comply with COMPANY's colour coding system for lifting
equipment inspection and testing as set out in the above COMPANY standards.
CONTRACTOR shall comply with the interval of inspections: at least once a year for
Lifting appliances, and once in six months for lifting equipment and accessories.
CONTRACTOR shall ensure that only lifting related accessories, appliances and
equipment that have passed COMPANY Pre-mobilisation inspection are utilised for
the performance of the WORK.
All lifting and hoisting operations shall be carried out by suitably trained and
experienced
CONTRACTOR PERSONNEL AND SUBCONTRACTOR PERSONNEL, who shall be
certified by a competent authority and be in possession of current and valid
certificate of competence.
CONTRACTOR PERSONNEL who are required to conduct lifting and hoisting

operations shall be required to successfully complete the COMPANY's Driver
Education Programme (DEP) and be in possession of a current and valid DEP
Permit.
CONTRACTOR shall maintain a register of all lifting accessories, appliances and

equipment available at the WORKSITE and all CONTARCTOR PERSONNEL AND
SUBCONTRACTOR PERSONNEL who may conduct lifting and hoisting operations.
CONTRACTOR shall ensure that all lifting accessories, appliances and equipment
available at the WORKSITE are maintained in accordance with the manufacturer's
instructions and all statutory requirements. Records of such maintenance shall be
kept by the CONTRACTOR and made available to COMPANY on demand.
CONTRACTOR shall ensure that no lifting and hoisting operation is carried out
without a proper Lift Plan prepared and endorsed by a competent person.
ARTICLE 3.7- PERSONAL PROTECTIVE EQUIPMENT (PPE) & CLOTHING
CONTRACTOR shall ensure that CONTRACTOR Personnel have and use

appropriate PPE at all COMPANY Worksite. The PPE & clothing shall conform to
specific local legislation or if none, Internationally Recognised Standards and
professional standards.
CONTRACTOR shall establish and maintain written procedures to manage the use
of PPE and clothing.
CONTRACTOR shall adhere to COMPANY procedures regarding the use of PPE and
clothing. The procedures include, but are not limited to:
I. Maintaining a PPE Hazard Assessment list of jobs/activities which require

PPE/clothing and the type to be used.
II. Specifying methods of making people aware of when and where PPE/clothing
must be used.
III. Specifying how people are fitted for PPE/clothing.
IV. Specifying how people are trained to put on and use PPE/clothing and its
limitations.
V. Specifying how to issue, inspect, maintain, store and replace PPE/clothing.
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VI. An effective respiratory protection program is in place where respirators are

or may be required. The program shall address: selection of equipment,
proper planned and emergency use, cleaning, limitations of use, training,
how to demonstrate a good fit, periodic monitoring of the program, medical
clearance prior to use, use of face piece spectacles when appropriate and
type of respirators allowed.
The basic PPE required for the WORK shall include fire retardant and
electrostatic
insulating coverall, hard hat, swamp Wellington boots, floatation device, eye
goggles, hand gloves. Other PPE such as, raincoat, harness belt, respirators, shin
guards, aprons, etc., shall be provided on a risk assessment basis in relation to the
WORK.
CONTRACTOR shall ensure that PPE provided to CONTRACTOR PERSONNEL and

SUBCONTRACTOR PERSONNEL have sufficient quality assurance certifications
[CE markings and standard references] and that the PPE manufacturers are
certified to ISO 9000 or equivalent.
All PPE [Including Personal Floatation Devices] shall be inspected and approved by
the COMPANY before they are deployed for use by CONTRACTOR and
SUBCONTRACTOR PERSONNEL.
CONTRACTOR shall make provision for spare PPEs onsite for replacement of worn
out and for Visitors use.
ARTICLE 3.8- WORKING AT HEIGHT
CONTRACTOR shall have a Working at Heights program to address jobs/activities

pertaining to working at heights, control measures, emergency response, trained
and competent persons, fall arrest systems, and temporary work platforms. The
program shall conform to Internationally Recognised Standards and local
legislation. CONTRACTOR shall create a list of work activities and work conditions
that specify working at heights of 1.8 meters (6-ft) or greater. These activities can
include working at elevation, near edges, near or over water, near open holes,
inside towers, structural members, vessels, buildings, etc.
CONTRACTOR shall develop a control system for fall protection equipment
including, but not limited to, the equipment's issuance, inspection, maintenance,
replacement and tracking.
CONTRACTOR shall use construction engineering agreed tie-off points.
CONTRACTOR shall not use chain or rope ladders unless all other means of
accessing the work area have been considered and are not possible. If a rope
ladder is used, an inertia reel fall arrestor shall be used. The CONTRACTOR shall
use a competent person to do a periodic inspection of mobile work structures and
fall protection equipment in line with the manufacturers recommendations.
Where scaffolds and lifts are used, CONTRACTOR shall verify that scaffolds and
lifts are used in accordance to Internationally Recognised Standards and local
legislation.
COMPANY reserves the right to approve the Scaffolding standard including
competence of personnel to be used prior to the commencement of work.
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ARTICLE 3.9 - HAZARDOUS SUBSTANCES
CONTRACTOR shall have a system for control of substances hazardous which, as a

minimum must be able to:-
1. Assess the risks to health and environment

2. Decide what precautions are required including legally required risk
management measures
3. Prevent or adequately control exposure
4. Ensure that control measures are used and maintained
5. Monitor the exposure
6. Carry out appropriate health surveillance
7. Ensure personnel are properly informed, trained and supervised
CONTRACTOR shall follow accepted safe work practices regarding the storage, use
and disposal of all hazardous substances.
CONTRACTOR shall provide employees who may be exposed to hazardous
substances suitable Personal Protective Equipment (PPE) and provide training
regarding use, storage and maintenance of the PPE. PPE shall be the last resort in
the hierarchy of controls, with elimination, substitution and isolation taking
precedence. When these controls are not feasible, proper PPE shall be required in
place of or in addition to the other controls.
ARTICLE 3.10 CONTRACTOR SPONSORED EVENTS
CONTRACTOR shall, with the exception of routine events that are part of normal
business activities including meals at commercial restaurants, identify and assess
the risks associated with COMPANY sponsored events and develop a plan that will
at a minimum address the following:
Transport to and from the event as well as during the event;
Extraordinary Risks of holding the event at a remote location;
Fitness of participants;
Safety of the facility and equipment to be used;
Catering including serving of alcohol;
Security; and
Emergency Response, equipment and first aid.
ARTICLE 3.11 BUSINESS TRAVEL
The CONTRACTOR must demonstrate they have implemented a comprehensive

travel policy to include a system by which the employee must be able to check the
safety, security and health information of a country before travel. The system
should also provide CONTRACTOR Personnel the following:
Awareness of the personal health risks of business travel
Access to professional advice of any personal health issues that may impact
fitness to travel
Procedures for evacuation and global medical emergencies, including aero-
medevac to a recognised centre of expertise in medical care if not available
in the country of employment
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The necessary protection against diseases in the destination by way of

vaccination or another specific method.
ARTICLE 4 TRANSPORT
ARTICLE 4.1 ROAD TRANSPORT
A. Driver Qualifications
1. All drivers must have a current driving license and Shell Driving Permit that
are valid for the location, type of vehicle and, where applicable, the cargo
being transported
2. All light vehicle drivers must be at least 25 years of age with a minimum of
three years driving experience for the type of vehicle, except Bus drivers
who must have at least 4 years experience driving similar vehicles.
3. Additionally, all drivers of Heavy Goods Vehicles (HGVs) must be at least 27
years and have at least 3 years experience driving HGVs.
4. All drivers must receive (i) induction training, (ii) Shell accredited defensive
driving, (iii) fatigue awareness, (iv) product knowledge and associated
hazards if transporting Dangerous Goods, and (v) driver remedial training.
5. All drivers must have attended a Shell Accredited Defensive Driving Course
before driving on COMPANY business and issued with valid Shell Driving
Permit. Subsequently, all drivers shall undergo refresher training every 2
years and recertified to drive on COMPANY business, except Bus drivers who
shall undergo refresher training and be recertified every year.
6. CONTRACTOR will assure that drivers it appoints to perform the Services
are physically and mentally capable of operating the vehicle.
B. Driving and Duty Hours
1. Drivers must not operate a vehicle while under the influence of (i) alcohol,
(ii) drugs, (iii) narcotics, or (iv) medication that could impair driving ability.
CONTRACTOR shall have a testing program for drivers that complies with local
regulations, including random drug and alcohol testing where permitted.
2. Drivers must comply with the duty, driving and rest hours specified below and
CONTRACTOR shall assure that drivers comply.
At any time Per day (24 Per 7 days

(continuous) hours)
Max. driving 4.5 9 (extendable to 10 56
hours hrs up to twice in 7
days)
Max. Duty Hours 12 72
Max. working 6 consecutive
week days
Min. break 45 mins per 12 hrs 11 consecutive hrs
(may be split into (reducible to 9 hrs
three 15-min up to 3 times in 7
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breaks) days)
Min. shift break 36 consecutive hrs 36 consecutive

when changing hrs
shift
3. Prior to commencing driving, and at least daily, all drivers must visually inspect
the vehicle for roadworthiness, including tyres and windscreen, and keep a daily
record of such inspections. Drivers shall not commence driving a vehicle that is
not roadworthy.
4. Drivers must ensure that the vehicle is safe to load or unload, that the load is
securely contained throughout the journey, and that the load and vehicle are
stable.
5. Drivers must not allow Unauthorised Passengers in the vehicle.
6. Drivers must wear 3-point seatbelts and assure that passengers do so.
7. Drivers shall neither initiate nor answer a mobile phone call or pager, send or
read a text message, or use a hands-free mobile phone while driving a vehicle
8. Drivers must carry all the documentation required for hazardous loads.
C. In-Vehicle Monitoring System (ASTRATA)
1. Vehicles shall be fitted with an In-Vehicle Monitoring System (ASTRATA) with

capability to record and monitor as a minimum the following:
Speed, including monitoring zone-based speed limits.
Harsh Acceleration
Harsh Deceleration
Driving hours
Driver identification
Tracking location of vehicles
Accident Buffer records of events at least five minutes before an accident
and one minute after.
2. The ASRATA device shall have the ability to be downloaded in real-time by

Mobile
Communications (GSM) technology. In areas without GSM coverage, the
device shall
store the data until such time where there is re-entry into GSM coverage
and the data
is downloaded automatically.
3. Software platform for the downloading and reporting of ASRATA data shall
have the
ability to be installed on a local PC, hosted on a secure server that can be
accessed
remotely through the World Wide Web (WWW), and the capacity to be
integrated with
Shells ASRATA system.
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4. CONTRACTOR will ensure the functionality of the ASTRATA Units installed

by regularly making subscription payment to the SHELL Astrata service
provider to ensure smooth operation, communication & reporting of the
units.
5. CONTRACTOR shall use the ASRATA data as a monitoring method to:

a) analyze and improve road transport planning and safety performance;
b) provide regular, formal feedback to drivers; and
c) apply consequence management that includes recognition for compliance
and sanctions for non-compliance.
5. CONTRACTOR shall present analysis of ASRATA data on a monthly basis to

COMPANY, complete with actions taken.
D. Journey Management Plan (JMP)
1 CONTRACTOR must implement a programme to assure Journey

Management Plan (JMP) that aligns with Shells Journey Management
standard.
2. The Journey Management Plan must include driver and vehicle

requirements, the loading and discharge site, authorized route,
identification of route hazards and communication of requirements during
the journey, emergency response and journey close out.
3. CONTRACTOR shall assure that the driver understands the Journey

Management Plan before each journey.
4. Drivers must report any change from the plan that occurred during the
journey, and changes must be reviewed by CONTRACTOR to decide
whether to update the Journey Management Plan.
E. Vehicle Requirements
1. CONTRACTOR shall assure that vehicles are fit for purpose based on
CONTRACTORs appropriate assessment of usage.
2. Vehicles must be kept in safe working order and meet local legislative and
regulatory requirements and include 3-point seatbelts and head restraints.
3. In addition, Vehicles used outside COMPANY premises/facilities, where speed

limit is 30 Km/hr, must be equipped with the following features:
Anti-lock breaking system (ABS)

In Vehicle Monitoring System (IVMS) or equivalent
Airbags (Light Vehicle only)
Vehicle Side Impact Protection (Light Vehicle only)
Side and rear under-run protection (HGV and buses only)
Reversing Alarm (HGV and buses only)
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Light Vehicles must score at least 4 stars overall in New Car Assessment
Program (NCAP) test, or reach a comparable international recognized
standards approved by the technical authority for road safety.
A rollover protection device is mandatory where there is history of rollover,
or where the centre of gravity of the vehicle increases rollover risk.
Vehicles must have elevated rear lights and brake lights.
Buses and minibuses shall have seats that comply with Internationally-
recognized standards, approved by the Technical Authority for road safety.
4. Two or three wheeled motorcycles are not allowed on COMPANY business.
F. Maintenance and Inspection
1. Vehicles shall be maintained in line with manufacturers specifications and

local legislative and regulatory requirements.
2. Maintenance on vehicles shall be performed using qualified technicians or

mechanics, and CONTRACTOR shall accurately document and maintain the
records of the work performed.
3. The vehicles and trailers shall be inspected and certified fit for use in
accordance with Shell Inspection procedure before mobilisation and
subsequently every six months.
G. Emergency Response
1. CONTRACTOR shall have the capability to respond to road transport

emergencies (breakdowns, car-jacking, road blockades, etc.) and shall ensure
that all personnel involved in the CONTRACT understand the procedures and
processes for reporting and providing response.
2. In addition, CONTRACTOR shall have the capability or a contract with an

environmental emergency response CONTRACTOR capable of intervening
in the case of an incident involving a release or threatened release of the
petrochemical or waste materials to be shipped by CONTRACTOR or other
environmental incident.
3. If, in the course of transporting petrochemical or waste materials by

CONTRACTOR or performance of Services, there is any release or threatened
release or other environmental incident involving the cargo, CONTRACTOR shall
promptly commence and carry out any required clean-up or other action to
remedy or mitigate the consequences thereof, and shall pay all costs associated
therewith. All appropriate persons shall be notified, including but not limited to
those required by Law and by the COMPANY. In the event it is determined that
the occurrence was caused by the negligence or other fault of COMPANY, then
COMPANY will reimburse in proportion to such fault those costs CONTRACTOR
has so incurred. CONTRACTOR shall dispose of any hazardous waste resulting
from any response activity in accordance with relevant Law and under a plan.
188
4. Should CONTRACTOR fail to promptly undertake response action as

required hereunder, COMPANY may undertake any such action, and, upon
COMPANYs demand, CONTRACTOR shall provide prompt reimbursement to
COMPANY of the costs of any such measures taken. In no event shall
CONTRACTOR raise as a defense to a claim for reimbursement that in
undertaking such measures, COMPANY or those responding on COMPANYs
behalf acted as volunteers.
5. COMPANY will provide to CONTRACTOR Tremcards or Material Safety

Data Sheets (MSDS) which include health, safety and other hazard
communication information consistent with regulatory authority for the
materials transported. CONTRACTOR acknowledges that it has or will read such
information and will implement policies and practices relating to the materials.
CONTRACTOR will assure that each vehicle carries this information as
applicable, and will disseminate appropriate HSSE information to all persons
CONTRACTOR foresees may be exposed to the materials in the course of
CONTRACTORs performance of its responsibilities.
ARTICLE 4.2 - MARINE TRANSPORT

4.2.1 Marine Transport (General)
1.1CONTRACTOR Personnel and SUBCONTRACTOR Personnel engaged in Marine
Logistics activities during performance of WORK shall be conversant with and,
at all times, follow the Marine Management Guidelines 6 (MMG6).
1.2The vessel owner must ensure that there is a copy of the Shell Exploration and
Production Companies in Nigeria Marine Operations Procedures and Guidelines
(SEPCiN MOPAG) on each vessel and ensure that those on board have signed
the document to demonstrate that the contents are understood (A copy of the
applicable inshore or offshore MOPAG will be provided at the contract kick off
meeting)
1.3CONTRACTOR shall ensure that all CONTRACTOR PERSONNEL and
SUBCONTRACTOR PERSONNEL comply with the COMPANYs Marine logistics
safety programs and initiatives and follow all local laws when travelling on
COMPANY business. Any non-compliance by any person should be reported to
the COMPANY REPRESENATIVE.
1.4Without prejudice to the generality of clause above, CONTRACTOR shall
demonstrate (as requested by the contract holder) to the COMPANY how it will
manage the following:
1.4.1 Maritime Quality Assurance with respect to the construction and
maintenance of all contracted and sub-contracted vessels engaged in the
service of this contract.
1.4.2 Personal Marine Competence Assurance of all officers and crew engaged in
service of this contract, which shall include:
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a) Mobilisation of new and additional staff and their complete familiarisation

with the vessel and critical systems of control.
b) The training and engagement in emergency response plans.
1.4.3 Implementation of the HSE-MS or ISM system as appropriate on board the
vessel.
1.4.4 Passage planning and voyage execution. (Journey Management)
1.4.5 The safe and secure means of Fuel loading, storage and transfer.
1.4.6 CONTRACTOR reporting system for relevant Key Performance Indicators
(KPIs);
1.5CONTRACTOR shall in addition provide evidence of assurance process of
compliance of SUBCONTRACTORS with the above requirements.
1. Small/Light vessels
2.1Boat masters of small/light marine vessels shall comply with the following:
2.1.1 Ensure that all personnel on board wear personal floatation devices as
appropriate to the circumstances and in compliance with the laws/COMPANY
requirements as documented under the HSE-MS
2.1.2 International rules for preventing collisions at sea;
2.1.3 COMPANY/CONTRACTOR policies as applicable;
2.1.4 Follow prescribed Journey Management Plan;
2.1.5 All passengers on small light vessels are expected to comply with the
following:
a) Wear an appropriate Personal floatation Device as instructed by the Master
or person in charge
b) Not to distract the Boat master during the journey;
c) Not to under any circumstances put pressure on the Boat Master to violate
safety rules or procedures;
2.2Passengers shall have the right to refuse to board or use a vessel, which is not
equipped with life jackets, and/or if the Boat Master refuses to adhere to safety
rules.
2.3 HSE Incentive schemes and rewards
2.3.1 CONTRACTOR may consider adopting incentive schemes & rewards for
improvement of marine safety behaviour.
2.4 HSE Data reporting
2.4.1 CONTRACTOR shall include the following data in the regular reporting
under this CONTRACT
a) Exposure hours of personnel working on this contract on a monthly basis.
b) Change of personnel on board the vessel.
c) Daily fuel consumption, fuel loaded, fuel remaining on board.
d) Daily potable water consumption, potable water loaded and potable water
remaining on board
e) Distances covered in Nautical miles on a daily basis reported at month end.
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f) The malfunction of any equipment/machinery such as steering gear, generators,

main engines, fire fighting appliances or life saving appliances.
g) Unsafe acts, unsafe conditions and near miss reports.
h) Status of any findings during inspections and operational visits by CHARTERER.
1. Standards approved by COMPANY.
ARTICLE 5 SECURITY REQUIREMENTS
Article 5.1 - CONTRACTOR Identification & Search
I. The COMPANY reserves the right to require all CONTRACTOR Personnel

seeking to enter a COMPANY premises, site or installation or embarking for
an offshore installation to produce a valid CONTRACTOR Identity Card
or/and National form of Identification.
II. CONTRACTOR Personnel who do not comply with the requirements of the
COMPANY system used to identify all personnel working at that COMPANY
Group Worksite, will not be permitted access or allowed to travel offshore.
They may also be removed from COMPANY premises. The COMPANY shall
not accept liability for any costs arising directly or indirectly out of such
circumstances.
III. CONTRACTOR shall comply with COMPANY and COMPANY Group Worksite
requirements for searches at any time by a representative of the COMPANY
and under national laws and regulations of their person or of any article
including, without limitation, any container or vehicle which is in the
possession or use of CONTRACTOR Personnel on COMPANY premises or
offshore/onshore installation, or being transported or retained by the
COMPANY on behalf of the CONTRACTOR or CONTRACTOR Personnel.
Article 5.2 Security Plans
I. Security operations shall be conducted in full compliance with national

legal requirements, international standards and in accordance with the
Voluntary Principles on Security and Human Rights (VPSHRs).
II. CONTRACTOR shall demonstrate to the COMPANY that they have an

effective security management process and plan in place. The plan must be
approved by the COMPANY prior to CONTRACTOR mobilisation /activation.
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III. The plan should be integrated with any relevant strategy documents and site
and activity security plans, and meets any responses and times specified in
the COMPANY security plans. Priority should be given to reduce probability,
but consequence reducing measures shall be defined in case of failing
controls. Risks shall be reduced to a level, which is As Low As Reasonably
Practicable (ALARP).
IV. The CONTRACTOR shall demonstrate that documented systems are in place
to ensure that early warning notification of detected threats is passed
expeditiously to both security operations and the business.
V. CONTRACTOR shall demonstrate that all personnel are appropriately

briefed, trained and prepared for deployment to, and operation in, [the
country].
VI. CONTRACTOR shall ensure that all payments to the police or military or any
other indigenous official governmental force or representative are recorded
and transparent to the COMPANY.
VII. CONTRACTOR shall be responsible for the travel security of all personnel
travelling to their normal place of work, for international staffs when arriving
and departing for leave rotations, and when travelling on business visits.
VIII. CONTRACTOR shall provide security resources as specified in the approved

plan.
5.3 Armed Force
I. CONTRACTOR and shall ensure that all policies, practices, engagements

and controls regarding the use of armed force is compliant with,
international law, the national laws of [the country], and COMPANY
guidelines.
II. Armed security shall not be used unless it is a legal, a government

requirement or there is no acceptable alternative to manage the risk. If
armed security has to be used, it shall be in accordance with the Group's
Guidelines on the Use of Force and the VPSHRs.
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PART C LOCAL SPECIFIC HSSE CLAUSES
ARTICLE 1 WORK OVER/AROUND WATER
I. All CONTRACTOR personnel working over/around or travelling by boat MUST

be swim certified by SPDC Certification Team
II. All CONTRACTOR personnel travelling by helicopter to swamp worksite in
COMPANY operations MUST be certified in the Helicopter Underwater Escape
Training (HUET) from OPITO/SPDC approved HUET Service Provider at
CONTRACTORs expense
III. All CONTRACTOR personnel working in offshore installations MUST be
certified in Basic Offshore Safety Induction and Emergency Training (BOSIET)
from OPITO approved Service Provider at CONTRACTORs expense
ARTICLE 3 HEALTH
ARTICLE 3.1 MEDICAL EMERGENCY
I. CONTRACTOR shall provide tier structured medical emergency response plan
in line with COMPANYs requirement in EP 2005 0151 Medical Emergency
Response.
II. CONTRACTOR shall provide emergency first responders training to all
personnel and provide sufficient appropriately trained designated first aiders
for the size of the workforce.
III. CONTRACTOR shall provide Designated First Aiders (DFA) to provide tier 1
response. DFAs must be trained on First Aid by a competent Training Body
preferably Red Cross, with regular refresher training to maintain competence,
and be able to operate AED. On average ration of DFA to PERSONNEL must
not be more than 1:12.
IV. CONTRACTOR shall also provide certified tier 2 competent site nurse or
paramedic where required. As a minimum, Site nurse must possess Basic Life
Support (BLS) training in addition to qualification as a registered nurse .
V. CONTRACTOR shall hold and maintain a Medical Retainer Hospital or Tier 3
Hospital (from within or without the HMO network) acceptable to Shell
for CONTRACTOR personnel and SUBCONTRACTOR personnel for the
duration of the CONTRACT.
VI. Where appointed Medical Retainer Hospital or Tier 3 Hospital does not fully
comply with the COMPANYs requirement in EP 2005 0151 Medical
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Emergency Response (Appendix ***) the CONTRACTOR shall appoint a new

hospital, which complies with the requirement. Under no circumstances
should the CONTRACT commence if the hospital is not in compliance with the
provisions of this Section VI.
ARTICLE 3.2 ACCESS TO HEALTH FACILITIES/SERVICES

I. Where the WORK requires personnel to work in Shell location, the
CONTRACTOR shall provide sufficient medical services to CONTRACTOR
personnel to cover management of common, acute and chronic medical
conditions
II. The CONTRACTOR shall demonstrate 3.2(i) above via registration of all
personnel with a National Health Insurance Scheme (NHIS) accredited and
registered Health Maintenance Organisation (HMO) acceptable to Shell for
the duration of the CONTRACT.
ARTICLE 3.3 MEDICAL FITNESS

I. CONTRACTOR shall ensure that every recruited worker shall be medically
examined and certified fit to work in accordance with the Labour Act (Section
28 (1)]. A medical certificate of fitness shall be provided to satisfy the
requirements of this Act.
II. COMPANY reserves the right to remove from the WORK CONTRACTOR
PERSONNEL or SUBCONTRACTOR PERSONNEL whose medical fitness to
execute the WORK is, in the opinion of the COMPANY not up to standard
required for the WORK and the industry fitness to work standard Oil and
Gas producers (OGP) report No. 6.55/251 (1996) and Protocols and
Guidance Notes on the Medical Evaluation of Fitness to Work Report
HEMS.G.2000.03(Appendix ***). COMPANY shall not be held responsible for
costs, direct or indirect associated with the removal of such personnel.
ARTICLE 3.4 MEDICAL INTERVENTION

I. If in the opinion of the COMPANY, any CONTRACTOR
PERSONNEL or SUBCONTRACTOR PERSONNEL is not medically fit to
travel or work, the COMPANY reserves the right to:
a. refuse permission for that CONTRACTOR PERSONNEL or
SUBCONTRACTOR PERSONNEL to travel; or
b. return that CONTRACTOR PERSONNEL or SUBCONTRACTOR
PERSONNEL from the location.
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II. Where CONTRACTOR PERSONNEL or SUBCONTRACTOR PERSONNEL is

injured or suffers a serious illness in the course of the WORK under this
CONTRACT, and there is immediate threat to life or limb, the COMPANY
may, without assuming any obligation or liability to either the
CONTRACTOR, SUBCONTRACTOR or injured person, provide medical
evacuation (medevac) and treatment in COMPANY medical facilities
(where available) to the injured person [or a third party injured or seriously
ill as a result of an incident related to the WORK], to stabilise the condition
until such person is fit to be transferred or referred to CONTRACTORs Tier
3 Hospital or other external hospital for any further medical management at
CONTRACTORs costs and expense.
III. For the avoidance of doubt, it is expressly agreed and understood by the
PARTIES that COMPANY shall not by reason of the provision of such
medevac or treatment in COMPANY medical facilities be liable in any way to
such CONTRACTOR PERSONNEL or SUBCONTRACTOR PERSONNEL or
third party.
ARTICLE 4 - ROAD TRANSPORTATION (Additional Requirements For

Vehicles/Equipment Operating In Hazardous Areas)
Article 4.1 Work in Hazardous Areas
I. CONTRACTOR shall ensure that all equipment/vehicles operated in

hazardous areas meet the IOG174: 2009 and EN 1834-1:2000 standards or
equivalent, which includes but not limited to installation of spark arresters.
II. CONTRACTOR shall in addition ensure that all equipment or vehicles used
for evacuation or delivery of hydrocarbons are installed with Earthing
devices that are ATEX certified.
Article 4.2 Key Performance Indicators (KPI)
CONTRACTOR shall include the following data in the regular reporting under this
CONTRACT
Exposure hours of personnel working on the CONTRACT on a monthly basis

Change of personnel onboard vessel
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Kilometres driven (both primary & secondary land transportation)

Distance covered in nautical miles on a daily basis reported at month end
Unsafe Act, Unsafe Condition and near misses
Status of finding during insoection
% of Journeys Managed
Daily fuel consumption
% of Green banded drivers (for vehicles with IVMS).
CONTRACTOR shall provide Worksite HSSE Statistics Board for reporting of HSSE
statistics and KPIs. HSSE Statistics Board shall contain information on Contract
Number, Project Title, Location, Client & Contractor Names, Activity start date,
Number of Days works, Number of Personnel on Board, Number of Lost Time
Injury, No of UA/UC/NM, Daily man-hours, Cumulative Man-hours, Emergency
contacts numbers etc
ARTICLE 5 SITE WELFARE PROVISIONS

Article 5.1 Toilet Provision
CONTRACTOR shall provide adequate toilet facilities for the CONTRACTOR

workforce at the PROJECT SITE. The facility shall be conveniently located and
easily accessible as fixed or mobile toilet facility for male & female separately.
The toilet facilities shall be plumbed and have accompanying hand washing
facilities with wash hand basins, soap dispenser, hand dryer or disposable towel.
There shall be regular supply of water and provision for cleaning at least twice per
day shall be made.
Flooring should be made of anti-slip protective covering. Functional ventilation

systems and lighting should be provided.
Article 5.2 Provision of Rest Area

CONTRACTOR shall provide accommodation for protection against moisture, wind,
sand, screened against insect and be maintained clean.
Roofing shall be water tight with no direct rays from the sun and temperature not
above room temperature (36degree C). There shall be comfortable sitting
arrangement and airy space with stable floor. Sides shall be covered to a minimum
of 3ft.
Article 5.3 Provision of Communication facility

Site dedicated mobile GSM phones should be provided for all sites for
communication when required. Satellite phones should be provided in all remote
locations where GSM network is not reliable.
Tetra Radios with onsite base station for communication between site office and
field Supervisors should be provided.
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Computer or any other devices with internet facility should be provided at all sites
for email communication between sites and base
Workers on prolonged stay at site workers should have access to pay telephone
with reasonable charge rates.
Article 5.4 Eye wash station

CONTRACTOR shall provide eye was stations in the worksite close to area where
tasks with risk of generating splash, particles and sand is ongoing.
The station must be provided with clean/portable running water or pressurized eye
wash station to be provided It must be subjected to daily checks to confirm
functionality
Article 5.5 Caution Tapes

CONTRACTOR shall provide adequate warning signs at the worksite to warn
people of dangers around the work area.
For consistency and compliance with Construction Site Safety Standardisation:
Red Danger tapes shall be used for areas where entry is not allowed
Yellow tapes shall be used for areas where caution is to be taken when
entering
Hard barricades shall be used to prevent falls into excavation, and to
demarcate vehicular & personnel movement
All barriers shall be removed when the need is no longer required.
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APPENDIX 2 LIFE SAVING RULES
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APPENDIX 3 - COMPANY HSE MANAGEMENT SYSTEM

To be provided on request by the COMPANY AUTHORISED REPRESENTATIVE.
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APPENDIX 4 - COMPANY POLICY ON UNACCEPTABLE
BEHAVIOUR BY CONTRACTOR & CONTRACTOR PERSONNEL
In accordance with the obligations assumed by CONTRACTOR regarding

CONTRACTOR PERSONNEL
and SUBCONTRACTOR PERSONNEL, under this CONTRACT:
COMPANY will not accept or condone any failure by CONTRACTOR to carry out
all his obligations as
employer regarding its CONTRACTOR PERSONNEL and SUBCONTRACTOR
PERSONNEL assigned to COMPANY PREMISES and WORKSITES. Such
unacceptable behaviour will include, but not limited to:
o Failure to pay salaries and other remuneration promptly;
o Failure to comply with all labour laws especially those relating to working
hours, rest periods, pay,
prohibition of child labour etc.;
Failure to ensure that CONTRACTOR PERSONNEL and
SUBCONTRACTOR PERSONNEL undertake and pass all required
competency, trade, swimming tests, etc. and possess the relevant
certificates.
Contravention of COMPANY HSE policy and other relevant policies
Failure to ensure that all of CONTRACTOR PERSONNEL or
SUBCONTRACTOR PERSONNEL allocated to the WORK are of good
behaviour.
It is CONTRACTOR's responsibility to take all precautions to prevent any
riotous, unlawful or disorderly conduct by or amongst CONTRACTOR
PERSONNEL and SUBCONTRACTOR PERSONNEL within COMPANY
PREMISES and/or WORKSITE, particularly such misbehaviour which:
1 Disrupts COMPANY operations in any way;

2 Constitutes a risk to lives and property;
3 Exhibits abusive, violent, threatening, bullying, offensive or menacing
behaviour;
4 Is suggestive of criminal, illegal or scandalous intentions or tendency.
CONTRACTOR shall promptly withdraw and remove from COMPANY PREMISES or

WORKSITE, all or any CONTRACTOR PERSONNEL or SUBCONTRACTOR
PERSONNEL who behave(s) in such unacceptable manner. Where CONTRACTOR
PERSONNEL or SUBCONTRACTOR PERSONNEL misbehave, exhibit or fail to
desist from any of the conducts set out above, such misbehaviour or conduct shall
be regarded as a default on the part of the CONTRACTOR and COMPANY shall
suspend or terminate the CONTRACT for default and any of the costs which arises
from such default shall be recoverable from the CONTRACTOR under the
CONTRACT.
COMPANY, December 2006

CONTRACTOR shall comply with this policy, which now forms part of the
CONTRACT.
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Section IX Quality Management
Section IX QUALITY MANAGEMENT
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QUALITY MANAGEMENT
9.1 Reference Documents
9.2 Project Quality Policy
9.3 Approach to Project Quality Management
9.4 Quality Management System Requirements
9.4.1 Project Quality Plan
9.4.2 Quality Organization
9.4.3 Quality System Controls
9.4.4 Quality Records
9.4.5 SHELL Access to Technical Data and CONTRACTORs Libraries
9.5 Quality System Audit and Assessment
9.5.1 Audit Programme
9.5.2 Specific Requirements for QMS Audits
9.5.3 SHELL Initiated Audits, Reviews and Assessments
9.5.4 - Contractor Initiated Audits, Reviews and Assessments
9.6 Non-Conformance Reporting and Control
9.7 Project Change Control
9.8 Quality Assurance/Control
9.8.1 Detailed Design Documented Procedures
9.8.1.1 Interface Control
9.8.1.2 Approvals/Authority Register
9.8.1.3 Conformance of Design Output with Project Specification
9.8.1.4 Review of Purchase Orders and Specifications
9.8.2 Equipment Certification Requirements
9.8.3 Requirements for Procurement and Manufacture
9.8.4 Requirements for Fabrication and Assembly
9.8.4.1 Materials Control and Management
9.8.4.2 Materials Traceability Requirements
9.9 Quality Control Intervention by SHELL
1.11 Requirements for Construction and Hook-
up ................................................................ 20
1.12 Sub CONTRACTORs QMS
Appraisal ........................................................................ 20
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QUALITY MANAGEMENT
9.1 Reference Documents

The following minimum listed documents shall apply for the purposes of this
CONTRACT: In addition a controlled document listing all applicable standards and
codes for the project shall be prepared by CONTRACTOR for review by SHELL
ISO 9001:2008. Quality Management System - Requirements;
ISO 10005:2005 Quality Management Systems - Guidelines for Quality Plans;
PS 13 : Project Standard , Quality Management
DEP 82.00.10.01 Gen Project Quality Assurance
9.2 Project Quality Policy

It is the policy of SHELL to apply best quality practice from concept to
commissioning.
The PERMANENT WORKS shall be fit for purpose, and shall meet operational
requirements, functional performance, reliability, health, safety, environment (HSE)
and statutory requirements over its life cycle.
The Quality Management Process shall focus on SHELL expectations and
requirements through compliance with ISO 9001 for quality management, by:
The engagement of highly skilled and experienced staff, giving opportunity for
skill and professional
development;
Delivery of project on schedule and at competitive cost using best engineering
practice.
The CONTRACTOR shall follow all quality system procedures relevant to the
WORK.
9.3 Approach to Project Quality Management

The approach to Quality Management described in this Article is specific to the
Dredging Services. It is based on the precepts of the ISO 9000:2008 series of
standards for quality management, the requirements of the Corporate Civil Project
Quality Plan and the DEP on Project Quality Assurance 82.00.10.10-Gen.
The CONTRACTOR shall establish a Quality Management System (QMS) such that
CONTRACTOR fully captures the quality requirements of its own activities and of
the activities of all of his sub-contractors and vendors.
The primary responsibility for meeting contractual and product specifications rests
solely with the CONTRACTOR. The CONTRACTOR shall be responsible for the
quality of the PERMANENT WORK delivered to SHELL.
CONTRACTOR shall also be responsible for all liabilities that arise from failure to
meet the project specifications.
SHELL shall monitor the CONTRACTORs compliance to the requirements of the
Project Specifications and shall carry out intervention activities as defined in the
CONTRACT
SHELL shall audit and review the CONTRACTOR systems and processes to verify
that they are set-up and maintained in accordance with the requirements of the
Project Quality Plan and that of ISO 9001.
Further to the above, the CONTRACTOR shall deliver to SHELL the following
specific deliverables to allow SHELL to verify that the CONTRACTOR has met the
projects quality requirements. These deliverables shall be linked with the
CONTRACTORs performance:
1. Certificates of compliance to specification/s for equipment and materials: To be
issued in the vendor premises for vendor equipment/materials that has been
manufactured and tested at a vendors premises. These certificates shall
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confirm that the equipment has met the purchase order and requisition
requirements;
2. Certificate of compliance to specification/s for completed works: These
certificates shall be issued by the Contractor, to confirm the completed works
have passed all specified tests that are required for the completed works to
proceed to the commissioning phase;
9.4 Quality Management System Requirements

The CONTRACTOR shall have a Quality Management System (QMS) conforming to
ISO 9001: 2008 and should obtain an accreditation from a reputable organisation.
Where any Joint Venture exists, the principal partner, apart from possessing a valid
ISO 9001 certificate, shall ensure that a single Quality Management System is
established, to cover the Joint Venture.
The CONTRACTOR shall also prepare a draft specific Project Quality Plan (PQP)
and submit to SHELL with the technical bid package. CONTRACTOR shall submit
the finalised Project Quality Plan thirty (30) calendar days following the
EFFECTIVE DATE OF COMMENCEMENT OF THE CONTRACT. The PQP shall be
prepared in line with the requirements of ISO 10005:2005 and ISO 9001 : 2008
The CONTRACTOR QMS, suitably modified to meet specific project requirements
shall be used for the planning and control of CONTRACTOR activities, sub-
contractor and vendor activities and the activities of the CONTRACTOR.
CONTRACTOR shall note in the PQP all modifications to its established QMS that
shall enable it to meet the project specific requirement.
SHELL shall verify compliance with the project specifications, and Project Quality
Plan throughout the duration of the CONTRACT both at defined intervals and on an
adhoc basis. Verification activities on CONTRACTOR performance shall not relieve
the CONTRACTOR of its responsibility under this CONTRACT.
CONTRACTOR shall provide SHELL or its nominee with the necessary project
related information and Quality deliverables in a timely manner and shall enable
access to the WORKSITE including SUBCONTRACTOR and vendor premises as
necessary to carry out surveillance activities.
CONTRACTOR shall be responsible for the resolution of all comments and queries
that arise from any surveillance or review activities undertaken by SHELL to the
satisfaction of SHELL. SHELL shall log confirmed findings and their outcome.
9.4.1 Project Quality Plan

CONTRACTOR shall provide their Project Quality Plan in accordance with ISO
10005:2005, ISO 9001:2008.
Minimum Contents of the Project Quality Plan shall be:
Description of Scope of work;
Statement of Quality Objectives/Strategy;
Project Quality Policy;
References;
Project Management responsibilities;
Project Organization and responsibilities of personnel;
Project Resource Management and Training;
Project Quality Management System and Quality Planning;
Interface Management;
Change Management;
Management Reviews;
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Regulatory Compliance/Permits and Consents;

Product Realization (describe all key processes and their controls), e.g.
Planning, Materials Control,
Procurement, Contracts, Design, Construction, Commissioning, Inspection and
Testing;
KPIs, Quality Measurement, Analysis and Improvement;
(Audits and reviews), Non Conformances, quality performance measurement,
quality improvement;
Customer feedback/communications, focus;
Quality Activities/Responsibility Matrix;
Procedures index;
Organization Chart/s
9.4.2 Quality Organization

CONTRACTOR shall assign a full time Quality Assurance Manager who shall report
directly to the CONTRACTOR Project Manager. Where a Joint venture exists,
CONTRACTOR shall appoint a single overall Quality Manager.
The CONTRACTOR Quality Assurance Manager shall be responsible for
establishing a Quality Management System that covers the scope of WORK and
shall ensure that it is maintained and implemented in accordance with the
requirements of the CONTRACT. Responsibility shall include:
Preparation and implementation of the necessary procedures and plans to ensure

the required quality
of the WORK;
Verification activities to ensure compliance with the procedures;
Preparation, monitoring / execution of the Quality Audit Programme;
Monitoring all corrective actions to ensure effective close out;
Liaison with SHELL REPRESENTATIVE on all matters relating to quality.
The CONTRACTOR shall also appoint a full team of quality control specialists in all
disciplines as required for the contractor to verify compliance and demonstrate to
SHELL full compliance with the project specifications.
All CONTRACTOR PERSONNEL nominated by the CONTRACTOR to perform
Quality activities shall be suitably qualified fully conversant with, and experienced
in the aspects of the WORK for which they shall be employed. Shell reserve the
right to reject any CONTRACTOR Quality Personnel
deemed unsuitable for the work.
9.4.3 Quality System Controls

The CONTRACTOR shall establish systems to enable CONTRACTOR to control and
manage various activities that are critical to the success of the WORK. The systems
shall be apparent to all staff of the CONTRACTOR organization and be
appropriately documented.
The control systems shall include, but not be limited to, the following:
A system for updating the CONTRACTOR Quality Plan and / or procedures /
manuals to encompass controls necessary to manage the WORK in
accordance with ISO 9001:2008
System for preparation, checking, approval and revision of information, data
and documents;
System for application of unfamiliar standards and codes;
System for initiating, processing, , implementing and close out of technical
queries, changes and deviations from standards and specifications to SHELL.
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System for application of codes, standards and specification requirements

(Internationally recognised and / or project specifics);
System of selection, qualification and control of sub-contractors including
vendors, sub-vendors and agents, especially with respect to the acceptance
and monitoring of their Quality system;
System for specifying materials, fabrication, inspection and test
requirements, including acceptance criteria and certification requirements;
System for evaluation of the content of CONTRACTOR data reports, final
inspection reports,
manufacturing data records and their subsequent review and approval for
completeness;
Control of interface activities and co-ordination measures between various
departments and offices and subcontractors, vendors, sub-vendors and
agents during all phases of the WORK;
Systems to implement clear effective and efficient information and
documentation Management systems;
System to select and qualify personnel and ensure the suitability of staff;
including sub-contract personnel and staff; Specific program for the
qualification of welding procedures (WPS and WQR) and welder testing
(WQT) encompassing all welded materials and welding applications;
A list of procedures to be used on the WORK, indicating current revision
status of each procedure, and a brief description of the application of the
procedure;
System for control approval and disposition of technical queries, site queries
and engineering queries between the CONTRACTOR GROUP, sub-
contractors vendors and sub vendors.
9.4.5 Quality Records

CONTRACTOR shall establish and maintain documented procedures for
identification, collection, indexing, accessing, storage, maintenance, retrieval,
retention and disposal of quality records that relate to the CONTRACT.
CONTRACTOR shall formally handover to SHELL the required original quality
records at specified dates and milestones. CONTRACTOR shall retain and properly
maintain copies of all SHELL specified Documents and records for a period not less
than 5 years.
Quality records shall be in English language, legible, identifiable, retrievable and

protected from damage, deterioration, or loss wherever they are stored.
Access to procedures and records relating to the CONTRACT shall be available to

SHELL at the WORKSITE. The CONTRACTOR REPRESENTATIVE shall provide
SHELL on request, a copy of any project specific record/document necessary for
the performance of the WORK.
9.4.6 SHELL Access to Technical Data and CONTRACTORs Libraries

The CONTRACTOR shall establish and maintain a controlled procedure for SHELL
access to technical information and documents relating to the CONTRACT during
and following COMPLETION. The procedure shall deal with access via the SHELL
Live link as well as communication protocols via fax and telecommunication.
The procedure shall be submitted to SHELL for review within thirty (30) days of the
EFFECTIVE DATE OF COMMENCEMENT OF THE CONTRACT. The procedure
shall also address access following COMPLETION.
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CONTRACTOR shall allow SHELL free access to all site technical libraries during
normal working hours.
9.5 Quality System Audit and Assessment
9.5.1 Audit Programme

CONTRACTOR shall establish a formal internal and external audit programme. The
audit programme shall encompass a comprehensive schedule of internal and
external quality assurance and technical audits covering all parts of the WORK.
The audit programme shall describe auditing procedures that shall enable
CONTRACTOR to carry out a systematic investigation of both the implementation
and effectiveness of the CONTRACTOR Quality System and Project Quality Plan.
All audits shall be carried out in accordance with detailed procedures as set out in
the audit programme. The audit criteria, objectives and scope for each audit shall
be clearly defined in a set of terms of reference five (5) working days before
conducting the audit, the objectives and the agenda shall be made available to
SHELL for information.
SHELL may choose to participate as an observer in any audit.
Each audit shall be documented in a written report that shall be made available
within five (5) working days of the last day of the audit. A copy of all audit reports
related to this CONTRACT shall be submitted to SHELL for comment.
9.5.2 Specific Requirements for QMS Audits

CONTRACTOR shall prepare documented procedures consistent with the
requirements of the CONTRACT, ISO 9001:2008, ISO 19011:2002 and the
CONTRACTOR quality policy for audit and assessment.
Audits shall be performed against CONTRACT materials, processes, quality systems
and services.
The developed audit system shall be suitable for the purpose of the CONTRACTOR
demonstrating its capability and for the assessment of its capability by external
parties.
The quality audit and assessment system shall also describe the CONTRACTOR
assessment and evaluation method for the selection of SUBCONTRACTORS and
vendors.
The CONTRACTOR assessment procedure shall be submitted to SHELL for review
within thirty (30) days of the EFFECTIVE DATE OF COMMENCEMENT OF THE
CONTRACT.
Where CONTRACTOR proposes to use its existing internal audit schedule for
certain parts of the WORK, the CONTRACTOR shall formally request for SHELL
review of the audit schedule.
CONTRACTOR shall submit a copy of the following documents to SHELL for review
within thirty (30) days of the EFFECTIVE DATE OF COMMENCEMENT OF THE
CONTRACT. Subsequent issues of these documents to SHELL shall be under
controlled distribution:
Audit procedure;
CONTRACTOR audit procedure;
CONTRACTOR evaluation procedure;
Audit schedule;
CONTRACTOR GROUP audit schedule.
All audit schedules shall be updated monthly and submitted to SHELL by the 5th
working day of each month.
210
9.5.3 SHELL Initiated Audits, Reviews and Assessments

CONTRACTOR shall provide unrestricted access and suitable assistance to
representatives of SHELL at any location WORKSITE, in order to carry out audits
of the Quality Management Systems.
SHELL reserves the right to carry out scheduled or unscheduled assessments,
audits, reviews and surveillance of the CONTRACTOR Quality Systems and WORK
or participate in the CONTRACTORs own audits.
The CONTRACTOR shall incorporate SHELL access requirements into all purchase
requisitions and
SUBCONTRACTS. SHELL shall give five (5) working days notice to the
CONTRACTOR of its intention to carry out a scheduled audit, giving the Terms of
Reference (TOR), which shall include: -
Audit subject;
Objectives;
Audit Criteria;
Drawings;
Documents and procedures;
Other material required;
SHELL personnel to be involved;
CONTRACTOR personnel to be involved where requested;
Expected duration of the audit. There may be additional unscheduled audits
carried out, these audits may be conducted for the following reasons:
Due to the unsatisfactory results obtained at a planned audit;
Due to an unacceptable level of corrective actions generated against any
particular activity, function or any vendor that forms a part of the CONTRACTOR.
9.5.4 - Contractor Initiated Audits, Reviews and Assessments

SHELL reserves the right to jointly participate in the CONTRACTOR initiated
audits & reviews, including those with durations listed below. The Contractor shall
develop the TORs, schedule the proposed dates and advise Shell 30 days in
advance of such audits.
1 week duration for each QA audit, including, WORK SITES ie, Major Vendors,
Module Site/s, Nigeria Site/s.
Covering Contractor and Major Sub-Contractor PMS & QMS. Audit frequency shall
be as follows;
Every six months during Fabrication & Construction / Installation, 60 days prior
to Pre-Commissioning / Commissioning.
CONTRACTOR shall note that the above stated durations do not include time
required for implementation of action items arising from the Quality Assurance
Audits and reviews. In addition, the timing of the audits & reviews shall be such
that any recommendations can be easily implemented without impacting on the
project progress.
9.6 Non-Conformance Reporting and Control
All Non-Conformances shall be reported in accordance with the defined procedure

for Non-Conformance reporting.
The CONTRACTOR shall ensure that immediate and adequate corrective actions
are taken to any non-conformance identified during internal audits or external
appraisal, audit and Inspection activities to prevent similar occurrence.
All Non-Conformances shall be reported to SHELL for review, CONTRACTOR shall
propose the relevant disposition.
211
All corrective actions shall be subject to follow-up by the CONTRACTOR in order to

establish the effectiveness of the action implemented.
The CONTRACTOR shall develop and maintain a reliable system for monitoring
Non-Conforming items list, and Audit Punch items list. These lists shall be
administered by a single focal point in the CONTRACTOR Quality Organisation who
has adequate authority and experience to follow-up on Corrective Actions to ensure
effective closeout within the agreed timescales identified.
The CONTRACTOR shall issue to SHELL the list of Audit Items, and Non-
Conforming items by latest the 5th working day of each month.
9.7 Project Change Control

Any project change shall be treated as stated within the SHELL Major Projects
Change Management Procedure.
9.8 Quality Assurance/Control
CONTRACTOR shall be responsible for the Quality Assurance and Control of the
WORK.
SHELLs intervention shall be focused on providing the assurance that the
CONTRACTOR is meeting the
requirements of the Project Specification, and it does not absolve the
CONTRACTOR of its responsibility to execute the QA and QC of this CONTRACT.
SHELL or its nominated representative shall be given free access to CONTRACTOR
activities and unhindered access to all WORKSITES.
9.8.1 Design Documented Procedures

The CONTRACTOR shall establish and maintain procedures to control and verify
detailed design activities. The CONTRACTOR shall be responsible for producing all
procedure documents that shall be required to fulfil its contractual obligations.
Detailed design procedure documents shall be available for SHELL review latest
(30 days) after EFFECTIVE DATE OF COMMENCEMENT OF THE CONTRACT.
9.8.1.1 Interface Control

CONTRACTOR shall establish a system to control interfaces between disciplines,
systems, structures,
SUBCONTRACTORS, and vendors. The CONTRACTOR shall in addition to
producing a procedure for interface control, carry out the following activities
within thirty (30) working days of the EFFECTIVE DATE OF COMMENCEMENT OF
THE CONTRACT.
Identify all interfaces and nominate responsible persons within his organisation
to control and monitor the interfaces;
Prepare a document distribution matrix, to ensure that drawings, documents and
specifications are distributed to the correct people for revision and approvals.
9.8.1.2 Approvals/Authority Register

CONTRACTOR shall submit a register of all personnel authorised to approve
documents, specifications, plans, Inspection & functional tests, commercial & cost
related documents, drawings and quality records within fifteen (15) workings days
of EFFECTIVE DATE OF COMMENCEMENT OF THE CONTRACT. The register
shall include qualifications and experience profile of the authorised personnel and
their sample signatures. The register shall be a controlled document with SHELL
registered as one of the recipients and shall be issued to Shell whenever a change
to the register is initiated.
212
9.8.1.3 Conformance of Design Output with Project Specification

In addition to routine reviews and verification exercises SHELL shall perform
checks on Detailed Design Output documentation and drawings for conformance
with the Project Specification. CONTRACTOR shall allow SHELL unhindered access
to all design output documents, in accordance with a pre-agreed procedure for
conducting such exercises.
9.8.1.4 Review of Purchase Orders and Specifications

SHELL shall review requisitions and purchase orders to ascertain their conformity
with the requirement of the project specification, and SHELL minimum QA
requirements.
The CONTRACTOR shall make an allowance of ten (10) working days, in the
schedule of review of this documentation to allow for SHELLs review.
9.8.2 Equipment Certification Requirements

The CONTRACTOR shall be responsible for obtaining all third party equipment
certifications and stamps required by the standards or specifications to which the
vessel or equipment is designed. All such equipment and vessel certification
requirements, including safety certifications for electrical equipment shall be
defined in requisitions.
9.8.3 Requirements for Procurement and Manufacture

The CONTRACTOR shall be responsible for the QA of Procurement and
Manufacturing SUBCONTRACTORS.
It is a strict requirement that SUBCONTRACTORS satisfy the SHELL minimum QA
requirement
It is a mandatory requirement that all materials (including packed and bulk) shall
be supplied from TAMAP.( Shell Technically Accepted Manufacturers and Products)
SHELL shall be involved in the appraisal of all procurement SUBCONTRACTORS of
critical materials.
The CONTRACTOR shall rely on the established and certified management
systems, processes and procedures of original manufacturers to the fullest extent
possible, however where the project imparts specific requirements not normally
carried out by the Vendor the CONTRACTOR shall ensure these are identified in
the P.O and carried out to SHELL satisfaction.
Where new technology is to be applied, the manufacturer shall be required to
produce a quality plan that shall address the peculiar requirements of the
technology.
9.8.4 Requirements for Fabrication and Assembly

The CONTRACTOR shall be responsible for setting up a quality control and
management system for the WORKSITE.
Intervention activities at the equipment WORKSITE shall be based on Inspection
and Test Plans (ITPs) and Quality Control Plans.
Inspection and Test plans shall be made submitted for review and SHELL input
SHELL through its QA/QC representative shall review every Inspection and Test
Plan, to ascertain that it meets SHELL minimum intervention requirements and to
indicate SHELL inspection points.
Each Inspection & Test Plan shall detail the following as a minimum
A brief activity description following the Process time Sequence for each of
the Key activities;
213
Applicable reference Specification, Codes or Standards (with section

references) for each identified activity;
Inspection frequency and type of Inspection for each activity;
Acceptance criteria;
Inspection Report
Approval record type;
Points for witness, testing and verifications by Vendor , SUBCONTRACTORS,
CONTRACTOR, & SHELL;
Points for witness, testing and verifications by 3rd Party, regulatory
authorities.
The following codes shall be used to describe the intervention points on ITPs.
Review (R): Appraisal for appropriateness and conformity to specifications of
documents referenced and pertinent to a process.
Monitor (M): Regular surveillance and verification of the status of a process and/ or
products and the review and analysis of records to ensure that specified
requirements are being met.
Witness (W): A point defined as when the customer shall be informed to come and
observe an activity in order to attest to compliance of a process or product to
specified requirement(s).
Hold Point (H): A predefined point in a process beyond which the process must not
advance without the approval of the customer or the customers representative.
Hold points must be respected at all times.
SHELL reserves the right to have resident inspectors at the equipment fabrication
and assembly WORKSITE that shall on a daily basis report all non-conformances
and findings to the resident team.
The resident inspector shall be responsible for liaison with the CONTRACTORs
QA/QC site representatives to monitor the requirements of the Inspection and Test
Plans. The resident inspector shall procure discipline intervention support from its
office, for key witness and hold points on the Inspection and Test Plans as and when
required.
9.8.4.1 Materials Control and Management

Material control procedures shall be prepared, and responsibility for storage and
handling of materials on site assigned to competent personnel. The CONTRACTOR
shall prepare a materials handling plan, showing how materials shall be inspected,
handled, quarantined, preserved, controlled, certified, and issued.
CONTRACTOR shall demonstrate in its plans and procedures, how vendor supplied
materials shall be received, inspected and stored on site. The following
requirements shall be covered as a minimum:
Relevant materials receiving documentation;
Overages shortages and damage;
Receiving Inspection methods, frequency & reporting
Quarantine facilities and procedure;
Protection, handling and preservation methods,
Segregation methods and facilities where applicable;
Identification and traceability of materials to documents/certificates;
9.8.4.2 Materials Traceability Requirements

The CONTRACTOR shall develop a Materials Traceability Procedure thirty (30)
workings days after the EFFECTIVE DATE OF COMMENCEMENT OF THE
CONTRACT.
Traceability requirements shall be determined taking into consideration the
following:
214
Project specific requirements detailed in project specification documentation

Applicable Shell references
Unacceptable loss of production or availability
9.9 Quality Control Intervention by SHELL
SHELL may request for some confirmatory Quality Control checks to be performed.
Such tests may include the use of specialised equipment to carry out sampling of
work as specified in the standards, codes and project specifications
Where this occurs, the CONTRACTOR shall be required to participate and to be
bound to accept the results of the Quality Control Tests.
9.10 Requirements for Construction
The CONTRACTOR shall be responsible for the establishment of the Quality

Control and Management System on all site construction locations.
The CONTRACTOR shall co-ordinate the efforts of the SUBCONTRACTOR and shall
ensure that their activities are properly planned, monitored and controlled in
accordance with the relevant project
specifications.
The CONTRACTOR shall prepare work procedures, I.T.Ps and method statements
as required.
Where the WORK shall be sub-contracted, CONTRACTOR shall request for relevant
procedures from the SUBCONTRACTOR.
All work procedures, method statements shall be submitted to SHELL for review a
minimum of thirty (30) days before they are applied on site.
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SectionXTechnicalInformation
Section X TECHNICAL INFORMATION
NOT USED
216
SectionXIForms
Section XI FORMS
Not USED
217
SectionXIIPerformanceTests
Section XII - PERFORMANCE TESTS
[**Paste in Section on Performance Tests here (if relevant)]
218
SectionXIIICompanyProvidedItems
Section XIII - COMPANY PROVIDED ITEMS
[**Paste in Section on Company Provided Items here (if any)]
219
SectionXIVExecutionPlan
Section XIV EXECUTION PLAN
[**Paste in the Execution Plan here]
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CONFIDENTIAL
Section XV PROGRAMME
[**Paste in the Programme here]
Date: 07.06.2011
Version: 1.0
1 of 4
CONFIDENTIAL
Numb Part of the SCOPE SCHEDULE OF KEY Liquidated

er DATES, which may be Damages for each
adjusted in accordance day or part of a day
with the CONTRACT beyond SCHEDULE
OF KEY DATES,
(US$/Day)]
1 [SUBSTANTIAL As per Completion per None

COMPLETION] Purchase Order
2 [SCHEDULED As per Completion per $3000.00/Day
COMPLETION DATE] Purchase Order
CONFIDENTIAL
INSURANCE REQUIREMENTS
TYPES AND AMOUNTS OF INSURANCE TO BE PROVIDED BY

CONTRACTOR:
Employers Liability and Worker's Compensation Insurance

CONTRACTOR will provide employers liability coverage for personal injury
to or death of employees of CONTRACTOR, who are engaged in the
performance of SCOPE, to the minimum limit required by any applicable
legislation, including extended cover (where required) for working
offshore, but in any case, up to a minimum level of USD $1,000,000 per
occurrence.
CONTRACTOR will provide workers compensation only where required in
the jurisdiction in which SCOPE is to be supplied or where required in the
locale where CONTRACTOR PERSONNEL are employed.
General Third Party Liability Insurance

CONTRACTOR will provide third party liability insurance, including
coverage for sudden and accidental pollution and contractual liability, for
any incident or series of incidents covering the operations of
CONTRACTOR in the performance of the CONTRACT, in an amount not less
than USD $5,000,000 per occurrence.
Third Party and Passenger Liability Insurance

CONTRACTOR will provide, third party and passenger liability insurance as
may be required by applicable law or similar regulation in the countries of
use for motor vehicles used by CONTRACTOR in connection with the
execution of SCOPE, with a minimum indemnity limit of USD $1,000,000
per occurrence.
Marine Insurance
vessels by CONTRACTOR or is performed on or over navigable waters,
CONTRACTOR will provide or requires its SUBCONTRACTORS to provide
the following additional coverage:
marine hull and machinery (H&M) or property insurance, including
war risk coverage and, to the extent not provided below, collision
liability in respect of all vessels used by CONTRACTOR GROUP in the
performance of SCOPE in an amount not less than the full value of all
vessels, craft, or floating equipment owned or hired by CONTRACTOR
GROUP; and
protection and indemnity (P&I) liability insurance for each vessel
used in the performance of SCOPE including, but not limited to,
coverage for injuries to or death of masters, mates, and crews, wreck
CONFIDENTIAL
and debris removal, collision and (if applicable) towers liabilities not
covered under the H&M insurance, third party injury, and property
damage liability, excess collision liabilities, and pollution liabilities.
The policy limit for this insurance must be not less than the following
United States dollars per occurrence limits:
type/category of vessel/watercraft minimum limits minimum limits

outside US (#) for US
operations (#)
standard limits for USD USD
vessels/watercraft, except as $50,000, $150,00
otherwise noted below 000 0,000
drilling vessels (in heavy lift USD US$

vessels pipe laying vessels $250,00 500,000,
other vessels/rigs classified as 0,000 000
mobile offshore units and not
falling into one of the other
categories
vessels not engaged in the service USD USD
of tankers, offshore oil rigs, $20,000, $50,000,
service or installation of pipelines 000 000
and single point mooring buoys
small craft (< 1000 gt) or inland USD USD
craft (rivers and littoral areas), $10,000, $20,000,
which are not engaged in the 000 000
service of tankers, offshore oil
rigs, service or installation of
pipelines and single point
mooring buoys
Vessels involved in specialised operations within the meaning of the P&I

Club rules will carry a limit of not less than USD $100,000,000 for such
special operations to cover loss or damage to third party installations.
Aircraft Liability Insurance

aircraft by CONTRACTOR, or aircraft is used by CONTRACTOR GROUP in
connection with the execution of SCOPE, CONTRACTOR will provide or
require its SUBCONTRACTORS to provide aircraft liability insurance with
a minimum limit of USD $150,000,000 per occurrence, unlimited as to the
number of occurrences.
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Additional Insurance Requirements

(a) If directed by COMPANY, adequate goods in transit insurance to cover loss
of or damage to MATERIALS until arrival at any WORKSITE;
(b) CONTRACTOR will provide such further insurance as may be required
under APPLICABLE LAW.
CONFIDENTIAL
PART V
SCOPE OF
GOODS/SERVICES
for a
CONTRACT
for

NIGER DELTA
Date: 07.06.2011
Version: 1.0
1 of 17
CONFIDENTIAL
ARTICLE 1 - GENERAL
1.1 CONTRACTOR shall execute the WORK in accordance with this
CONTRACT. All WORK under the CONTRACT shall only be authorised
through PURCHASE ORDERS. Payment shall only be made for WORK
carried out under authorised PURCHASE ORDERS.
1.2 The WORK shall be executed principally in SHELL's operational areas of

the Eastern & Western Divisions. However, SHELL shall reserve the right,
at its absolute discretion, to instruct the CONTRACTOR to carry out
WORK anywhere within the Niger Delta area. Appropriate transport rates
shall be applicable for this.
1.3 CONTRACTOR shall provide all resources necessary for carrying out the
WORK in accordance with the CONTRACT.
1.4 CONTRACTOR warrants that the WORK will be executed in a safe manner
to the required standard, using good working practices, by
skilled/experienced and competent personnel and that the materials
supplied will be new, free from defects and fit for their intended purposes.
1.5 CONTRACTOR shall endeavour to maximise the employment of staff from

the indigenes of the area proposed for execution of the WORK.
1.6 The CONTRACT language shall be the English Language.
1.7 CONTRACTOR shall ensure that the Project Manager(s) and all his Site
Supervisors and other senior personnel are competent, knowledgeable
and capable of speaking, understanding, reading and writing the English
language. The minimum educational requirement for the CONTRACTOR's
Project Manager and Site based Unit Supervisor is a Higher National
Diploma (HND) in Engineering or approved equivalent while the minimum
qualification of the Safety Officer shall be an Ordinary National Diploma
(OND) in Engineering or approved equivalent. In addition, the safety
officer shall be required to undergo any requisite SHELL certification
before engagement under this CONTRACT. These personnel must be
based on the WORKSITE and shall maintain constant liaison with the
SHELL REPRESENTATIVE.
1.8 CONTRACTOR's equipment and vehicles shall be clearly marked to
distinguish same from SHELL's property.
1.9 The CONTRACTOR shall strictly comply with all relevant Laws, Rules,
Regulations and any statutory modifications made thereto.
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1.10 All WORK shall be performed by the CONTRACTOR in accordance with

the CONTRACT and shall conform to good engineering practice.
ARTICLE 2 - SCOPE OF WORK
2.0 PREAMBLE
CONTRACTOR shall commence the WORK upon receipt of PURCHASE

ORDER from SHELL. The WORK shall consist mainly of the following:
Preparation of new swamp drilling locations or construction sites
(Capital Dredging).
Maintenance of existing Locations -Work-over Locations/Silted Slots
(Sweeping)
Reclamation WORKS and Sand Stockpile
Soil Investigation and Sand search (sandfill).
Other WORKS
The detailed specifications, procedures and specific conditions for

executing the WORKS covered under the CONTRACT are contained in
hereunder. CONTRACTOR shall adhere strictly with the provision of set
below in the execution of all WORKS under the CONTRACT.
2.0.1 Preparation of new swamp drilling locations or construction

sites (Capital Dredging)
This involves dredging new slots and access channels in accordance

with drawing S-2200B-1 and S2200B-2 revisions 2 (Revised Design
of Swamp Location Single Slot for Swamp Rig) or subsequent
revisions agreed by SHELL and the CONTRACTOR where required.
Prior to mobilising to the WORKSITE, soil investigation shall be
done by the CONTRACTOR. Also the CONTRACTOR shall as part of
work planning, carry out site reconnaissance to determine the type
of equipment that will be employed to dredge the location. Such
dredging shall be done in the creeks, river banks and swamp in the
Niger Delta - Eastern or Western Divisions of SHELL, which slots
and access will later be used as locations for drilling oil wells as
further described below. The Rates in the Schedule of Prices for the
various widths of location access/slots shall be applicable during
capital dredging with the Grab dredge unit. Such slots shall be
divided into sections in line with the width specification stated
herein and the applicable rates stated in the Schedule of Prices
shall be applied.
2.0.2 Maintenance of Existing Locations -Work-over

Locations/Silted Slots (Sweeping)
This involves the improvement of depths and widths of previously

dredged slots and/or access canals so as to permit entry of either a
drilling barge or a work-over unit as may be appropriate and as
further described herein. It might also entail re-establishing new
widths and depths as specified by SHELL. The dimensions of
existing slots/access may differ considerably from the ones
CONFIDENTIAL
indicated in the drawing referenced in 2.0.1 above and the

CONTRACTOR shall not be entitled to extra payment as a result of
any section of the slot/access or canal being wider than that
indicated.
2.0.3 Reclamation Works and Sand Stockpile
These involve the placement of sand by hydraulic means onto

swampy areas in the creeks, swamps, built-up or urban areas or the
stockpile of sand. The areas so reclaimed are later used as sites for
land drilling locations and access roads or building sites for other
purposes.
2.0.4 Soil Investigation and Sand Search
These involve all subsurface investigations aimed at determining

the stratigraphy of soil to a given depth in a given area. It includes
soil boring, sampling, field and laboratory tests, classification and
foundation recommendation. It also includes determination of the
quantity of sand in land and marine borrow pits (sand search)
Furthermore, it includes soil boring and physically analysing
samples at new drilling location sites in order to propose the
adequacy of the soil for the type of equipment planned to be
subsequently used at the location.
2.0.5 Other Works
These involve other WORK for which the plant is suitable such as
the excavation, loading, unloading and installation of structures
and equipment, dredging of floatation channels for pipeline,
dredging of river crossings for flowlines and pipelines, etc. The
WORK includes the establishment of settlement in hydraulic sand-
filled areas. The CONTRACTOR may be asked to hire the services
of some of his listed equipment or plant to SHELL in which case the
applicable daily rates pro-rated to the nearest hour for the
particular equipment shall apply. No additional payment shall be
made for mobilization of such equipment to the WORKSITE.
2.1 DETAILED WORK SPECIFICATION

The relevant provisions of this Article 2.1 shall apply to all WORKS to be
executed under the CONTRACT and shall particularly be the applicable
provision for Capital Dredging WORKS.
2.1.1 Surveys, Levels, Tolerance (Slots and Canals)
(i) The boundaries of all WORKSITES shall be indicated to CONTRACTOR by

means of coloured survey pillars. The CONTRACTOR shall stay within the
boundary lines and avoid causing any damage to, or placing any
obstruction upon the survey pillars and property outside the boundaries.
CONFIDENTIAL
(ii) The CONTRACTOR shall ensure that the survey pillars are left
undisturbed, and SHELL reserves the right to back-charge the
CONTRACTOR for the cost of replacement and re-survey of any pillar
which has been disturbed due to the negligence of the CONTRACTOR.
(iii) A bench-mark shall be provided by SHELL at each WORKSITE, and shall

be referenced to LLWS (Low Low Water Spring) datum. A tide, flood, or
river gauge must be established on the WORKSITE and tied to SHELL
lease pillars (bench marks) that are insitu. In tidal areas, gauge reading
should be made at least every half hour during soundings or depth
measurement.
(iv) Prior to commencement of dredging on any WORKSITE, where there are

no SHELL supplied drawings, CONTRACTOR shall carry out pre-dredge
survey which shall include hydrographic sounding (echo sounding on
grids of 10m spacing). Such surveys shall be witnessed by a SHELL
authorised QA/QC Surveyor who shall also endorse the results.
CONTRACTOR shall plot the survey data on scaled drawings
incorporating all relevant details and submit same to SHELL together
with a work method proposal for subsequent dredging activity. Work
Method proposal shall be jointly reviewed by SHELL and CONTRACTOR
and approved by SHELL REPRESENTATIVE prior to issue of PURCHASE
ORDER for dredging. If subsequently this work is not required, SHELL
shall only pay for the pre-surveys where they were done. Where SHELL
carries out the aforementioned activities and provides details to the
Contractor, the Contractor is still expected to reaffirm the Shell supplied
pre-dredge survey data, as part of their Quality Assurance processes, but
at no cost to SHELL.
(v) Prior to commencement of dredging on any WORKSITE, where there are

SHELL supplied topographical drawings, the CONTRACTOR shall check
the ground levels and soundings as indicated on the drawings at his own
expense, which levels shall be used for the purposes of establishing
dredging quantities, unless the CONTRACTOR lodges objections prior to
dredging, in which case both SHELL and the CONTRACTOR shall resolve
the observed discrepancies prior to commencement of dredging. Even if
discrepancies are identified in the favour of CONTRACTOR, this work
(check survey) will not be reimbursed.
(vi) Prior to mobilisation to any WORKSITE, CONTRACTOR shall furnish

SHELL with the details of the resident surveyor, echo sounder to be used
indicating the capabilities, limitations, make, model, cost and any other
pertinent information. Both equipment and surveyor shall be resident on
site at all times.
(vii) On the completion of each dredging stage on any WORKSITE, the

CONTRACTOR shall immediately survey the excavation, take soundings
and from there present detailed computations for the purpose of
establishing dredging quantities, which quantities shall be subject to
SHELL approval before presenting an invoice for the WORK. Interim post
survey of the borrow pit and/or fill site shall be carried out when each
limit of pipeline length is reached. A SHELL authorised QA/QC Surveyor
shall physically witness all of such soundings. CONTRACTOR shall
CONFIDENTIAL
arrange for the transportation of the QA/QC Surveyor to the WORKSITE.

Notwithstanding, SHELL has the right to arrange for and conduct an
independent survey of any or all WORKSITES prior to certifying the
WORK as completed. The dredged quantities shall be based on this survey
in the event of any discrepancy with the CONTRACTORs survey.
Hydrographic surveys will be paid for as indicated in Section III -
Schedule of Prices. In the event that SHELL carries out these activities,
Contractor, notwithstanding, shall verify and accept dredged quantities
prior to SHELL signing the work completion certificates.
(viii) Prior to commencement of dredging works, SHELL shall provide the

dredge depth with respect to LLWS (Low Low Water Spring), in writing,
to the Contractor. All canals and slots shall be excavated to the bottom
depth and widths specified plus or minus (+/-) 0.15m. The dimensional
tolerance for width measurements shall be 1.5m. No under excavation
shall be tolerated. No payment shall be made for excavation beyond these
tolerances, and in the event that subsequent survey shows that excavation
is smaller in depth or width than the tolerances allowed, the
CONTRACTOR shall return and bring the excavation to the correct
dimensions at no extra charge to SHELL. Where CONTRACTOR has so
over-excavated that the canal or slot is rendered unusable by SHELL or
its agent, the CONTRACTOR shall move back to the WORKSITE and
backfill with coarse sand or other suitable materials approved by SHELL,
to the required depth, at his own cost.
(ix) In sweeping of existing slots, where SHELL has not supplied

topographical/ bathymetric drawings, CONTRACTOR shall make pre-
dredge soundings (echo sounding on grids of 10m spacing) in the slots
and along the access channel, which soundings shall be witnessed,
reported and issued to SHELL. SHELL shall thereafter issue maintenance
dredging instructions based on the pre-dredge soundings. The
CONTRACTOR shall also make pre and post dredge cross sectional
soundings of the access channels and slots at not more than 10m intervals
along the length. A SHELL authorised QA/QC Surveyor shall witness all
such survey works. CONTRACTOR shall arrange for the transportation of
the representative to the WORKSITE. The survey results shall be reduced,
plotted and submitted with the entire survey report (echo rolls and
drawings) to SHELL. Immediately upon completion of the WORK, the
CONTRACTOR shall make the post dredge soundings of the slot and the
canals and present result to SHELL for approval before the
CONTRACTOR submits the invoices. CONTRACTOR shall submit to
SHELL three paper copies of all survey drawings which shall be
presented in digital form produced with the aid of CAD software. A CD
copy of the survey drawings shall also be submitted to SHELL. The cost of
these drawings (hardcopy and CDs) shall be deemed to be included in the
rates for Surveys in Section III - Schedule of Prices. The rates for carrying
out hydrographic surveys per hectare shall be as indicated in Section III -
Schedule of Prices.
(x) Preferred scales are: - 1:500, 1:1,000, 1:2,500, 1:5,000 and 1:10,000
depending on the length of the access. For instance, a location with an
access less than 1km could be plotted at a scale of 1:1000.
CONFIDENTIAL
(xi) Volume calculations shall be done as accurately as possible using

acceptable formulae such as trapezoidal rule, average heights or
Simpsons rule. Identical section/volume calculations shall be based on
areas of the pre and post survey sounding hydrographic drawings
(xii) Contractor shall submit both hardcopies and CD copies on Acrobat for
every dredged location/site
2.1.2 Bush Clearing and De-stumping
(i) Clearing of bush and felling of trees in the area of the slots and canals
shall be carried out at the rates provided in Section III - Schedule of
Prices. Bush clearing and de-stumping shall be limited to an area which is
absolutely necessary and shall be carried out only by certified and SHELL
approved bush cutters. Generally, the limit of bush clearing shall be as
stated in the location DRAWINGS (2200B-1 and S2200B-2). Irrespective
of this, in all circumstances, the limit of bush clearing shall be jointly
agreed between SHELL and CONTRACTOR (i.e. approved by SHELL)
prior to mobilisation to WORKSITE. This item of work shall include the
felling of all trees and clearing the bush within the pegged areas and the
removal of all stumps as necessary for dredging works. All growth shall
be piled next to, but within, the boundaries of the area of each site
cleared.
(ii) Where the CONTRACTOR intends to use dry plant for bush clearing,
CONTRACTOR shall first state so in the work method proposal and obtain
SHELLs approval. In this case payment will still be based on the unit
rates for the appropriate type of bush clearing, measured by area of bush
cleared, in hectares, and no separate payment shall be made for de-
stumping.
(iii) Even if SHELL specifically requests the CONTRACTOR to use dry plant
for bush clearing, the unit rates for the appropriate type of bush clearing
measured in hectares shall apply for payment purposes.
(iv) Generally, de-stumping shall be done without charge. However, in

reclamation, sand-fill projects and certain dense sandy areas where it is
intended to dredge the location to the required depth with cutter
suction/hopper dredger, appropriate rates as contained in Section III -
Schedule of Prices shall apply.
(v) In dredging, the bush within the acquired spoil disposal area shall, if
required and approved by SHELL, be cleared by the CONTRACTOR.
CONTRACTOR may be required to cut overhangs along the access of the
location. The unit rates for the appropriate type of bush clearing in
hectares shall apply.
(vi) All logs of timber shall be cross-cut to 1.2m lengths and stacked in areas
designated on the WORKSITE by the SHELL REPRESENTATIVE or cross-
cut to manageable lengths and piled on the WORKSITE as directed.
Where the dump site for the stripped material / cross cut logs is within
2.5km radius of the WORKSITE, no additional payment shall be made for
CONFIDENTIAL
movement of the logs to the disposal site. Otherwise, appropriate contract

rates shall be applied. Clearing of overhanging trees along existing canals
shall include removal of the felled trees from the water way.
Payment for bush clearing and over hanging trees shall be based on the
area (ha) cleared.
2.1.3 Plant and Equipment
Plant and equipment to be used for the WORKS shall be those approved
by SHELL. The dragline/grab/bucket and cutter-suction dredges and / or
any approved type of dredge can be used for this operation. The dragline
or any other form of excavator shall be capable of digging and disposing
of excavated materials at a safe distance from the banks of the slot.
Disposal shall be such that overloading of banks does not occur. If the
nature of the work and site requires that the excavated material be moved
from one point to another before final safe disposal within Shell boundary
(ies), Shell shall only pay Contractor for the volume of initial material
excavated from site formation and properly disposed of within approved
Shell boundary. Shell shall not pay any additional monies to the
Contractor for subsequent re-handling of excavated material from in-situ
formation to point of final disposal. Relevant disposal distances in the
Schedule of Rates shall however be applied accordingly in the payment
for excavated materials.
The dimensions of most of the existing slots / accesses are more than the
indicated dimensions on referenced contract DRAWINGS due to erosion
of their banks with time.
In all cases, and irrespective of the width of the slots / access channels
where disposal is possible on one or both sides of the slots, no extra
payment shall be made for double handling.
All dragline/grab plant shall be capable of dredging at least 40,000m 3 per

week exclusive of travelling time and repairs. They shall be provided with
a range of grabs, drag buckets and lifting tackles to suit the operational
needs and requirements of the intended works. Each dragline shall be
mounted on a pontoon provided with two vertical and one walking spud.
All payments shall be based on dredged volumes even if Contractor brings
into site any other or additional equipment to augment and/or replace the
use of dragline/ grab plant.
Cutter-suction dredge to be used for dredging shall be capable of safe

disposal of the dredged spoils. Cutter-suction/hopper dredgers shall be
capable of dredging at least 60,000m 3 per week (exclusive of travelling
time and repairs). They shall be capable of pumping sand/dredged
material to a distance of up to 5km. In occasions where the disposal areas
are localised due to constraints, CONTRACTOR shall use a cutter-suction
dredger or approved equivalent which can dredge and dispose of the
material at minimum distance of 1000m.
Bulldozer, excavator, swamp-buggy-excavator, pay-loader and any other

approved construction equipment can be used for construction and
CONFIDENTIAL
maintenance of bundwalls/drains. Manual construction shall not normally

be allowed except with the express written approval of SHELL
REPRESENTATIVE (e.g. where access problems preclude the use of dry
plant.
The cost of constructing bundwall and drains shall be at the quoted rates
in Section III - Schedule of Prices. The set-out of the bunds and drains
shall be as agreed prior to commencement of work. Where the bunds and
drain shall require to be maintained during dredging by dry plant or
otherwise, the cost of such dry plant utilisation shall not be paid for
separately but shall be part of the cubic metre rate for the particular
dredging unit. The applicable rate for dredge volume is an all-inclusive
rate.
All rates shall be deemed to cover one complete Dredging Spread

together with all ancillary equipment necessary for its operation. In the
event that SHELL is obliged to pay either the Day Rate or Standby Rate,
these rates are deemed to include all such ancillary equipment and
personnel on the WORKSITE. No additional payments shall be made for
any other equipment or personnel on the WORKSITE whether they are
part of the Dredging Spread or not.
All tug boats to be employed must be air-conditioned and driven by twin

screw engines, each with a capacity not less than 250hp.
2.1.4 Pre-Construction Investigation and Work Method Proposal
For every PURCHASE ORDER, CONTRACTOR shall conduct pre-

construction investigation based on which he shall present a Work
Method proposal to SHELL for discussion, review and approval.
The Work Method Proposal shall include a brief description of the WORK to
be done, the method of execution, the WORK programme, the equipment
required, the estimated cost, HSES management, Community Relations
management, etc.
Upon review and approval of the Work Method Proposal, SHELL may
issue the CONTRACTOR a PURCHASE ORDER for execution of the work.
CONTRACTOR is not entitled to any payments should SHELL decide not
to commence the WORK after the approval of the Work Method Proposal.
CONTRACTOR is not entitled to any payment for generating the Work

Method Proposal, except where SHELL has instructed the CONTRACTOR
to carry out Pre-construction Investigation on a new drilling Location.
Such Pre-construction Investigation shall cover the following activities:

At new drilling location sites, CONTRACTOR shall, by using any
appropriate soil sampling method (drilling of boreholes), collect in-situ
samples of soil to 5.0m below Low Low Water Level (LLWL) at every
300m2. CONTRACTOR shall analyse the material by physical inspection,
based on which he shall propose an appropriate soil bearing capacity for
the soil/slot. CONTRACTOR shall submit the plotted profile of the soil
CONFIDENTIAL
strata and locations, together with detailed reconnaissance report with

the Work Method proposal. CONTRACTOR shall produce samples of the
collected material on demand by SHELL. No detailed particle size
analysis or other soil parameter test shall be required. The appropriate
rates in Section III - Schedule of Prices shall apply. Where there is
detailed geotechnical investigation of the work location earlier carried out
by SHELL the report shall be certified by a competent Technical Authority
in SHELL and issued to Contractor for use. In this case there shall be no
additional soil investigation to be carried out by Contractor.
2.1.5 Payment for Dredging
Generally, payment for dredging shall be based on the volume (in cubic
metres) of material excavated irrespective of type of equipment used, and
shall be calculated from the pre and post dredge sounding results. The
rates shall be inclusive of the cost for excavation, transportation,
depositing, spreading and levelling of spoils. This volume shall be based
on comparable area from the pre and post survey hydrographic drawings
When, in exceptional cases (behind wellheads and close to flowlines

within the 10m corridor allowable for normal dredging), payment is on a
day rate basis, CONTRACTOR shall work a minimum of 20 hours per DAY
with 4 hours allowance for routine maintenance and repairs. In the event
of cumulative plant downtime in excess of 4 hours in a day, deductions
shall be made from the day rate on pro rata basis. However, in the event
that CONTRACTOR works in excess of 20 hours on a given day, provided
the hours worked does not exceed 24 hours, the period worked shall still
be counted as one full day.
In maintenance dredging, when the cumulative quantity of dredge spoils

in a given PURCHASE ORDER is more than 200,000m 3 the rate per cubic
metre shall be deemed to be inclusive of all pre-dredge activities pre
surveys, pipeline probing, bush cutting, de-stumping, stripping of
site/borrow pit and bundwall / drain.
The only exception is where part of the dredging WORK is cancelled or

varied downwards to or less than 200,000m3 after the initial pre-dredge
activities have been carried out. Conversely, when the scope of dredging
is varied upwards to above 200,000m 3 in the course of the work, the
conditions for dredging more than 200,000m 3 shall apply. When dredging
is being carried out at separate sites under the same PURCHASE ORDER,
provided that the distance between the disposal sites does not exceed
5km, the cumulative quantity of dredge spoil at both sites shall be used to
calculate the cost of dredging.
Similarly, when dredging is to be carried out in phases, the cumulative

quantity of dredge spoil across all phases shall be used to calculate the
cost of the dredging.
2.1.6 Mobilisation/Demobilisation of Dredging Spread
A dredging spread (unit) shall comprise at least the dredger

(40,000m3/week minimum output for Grab dredge and 60,000m 3/week
CONFIDENTIAL
minimum for cutter suction/hopper dredger), houseboat of 30 bed

minimum capacity (either in single or multiple units), 2No personnel
speed boats, 1No. Standby/ utility boat, 1no MEDEVAC boat, 1No shuttle
boat, 2 no twin screw tugboats, dry plants (Bull Dozer D6 minimum,
excavator and swamp buggy), work barge etc. All boats shall be diesel
engine operated. For cutter suction/hopper dredgers, this shall include, as
a minimum, a pipeline of 1000m standard length and a jet pontoon. Where
the pipeline involves a combination of land, floating and submerged lines,
the first cumulative 1000m length of these lines measured from the
dredger unit away to the fill site shall be taken as the standard length.
There shall be aboard the dredger, a flexible containment boom to

immediately contain any spills to within the slot.
Transportation costs for dredging spread as contained in the Schedule of

Prices shall include all costs for mobilisation and deployment of the
dredging spread to the WORKSITE and demobilisation therefrom.
Contractor shall employ the services of Government security forces as
escort to the site at all times. This shall include the use of Gunboats for
mobilisation and demobilisation of dredging spreads. This cost shall be
inclusive in their mobilization and demobilization cost in the schedule of
rates.
Transportation of any dredging spread shall be through the shortest

possible route along approved navigable waterways. For the purpose of
payment, the transport distance shall be measured in kilometres based on
SHELL's topographical map of the Central Niger Delta using curvimeters.
There is a matrix of travel distance between SPDC operational fields. The
scales of the map shall be 1:25,000 for intra-field distances and 1:100,000
for inter-field distances. CONTRACTORs Port-Harcourt or Warri base
shall be the reference point for mobilisation/ demobilisation of the
dredgers except for inter/intra location towing. For the sake of clarity
inter/intra location towing shall include any SHELL site where
CONTRACTOR is working under this CONTRACT or any other SHELL
Contract either as Main or SUB- CONTRACTOR.
Additionally, where the CONTRACTOR intends to mobilise to a SHELL

location from a third party site, or to demobilise from the SHELL location
to a third partys site, the shorter of the distance from the initial location
to the CONTRACTORS base and the distance from that location to the
third party site shall be applied in determining the transportation costs.
2.1.7 Spoil Disposal
CONTRACTOR shall dispose of spoil on areas designated for that purpose.

Disposal of spoil shall be done in such a way as to avoid overloading of the
banks or damage to the environment or third party property. Spoil shall
be disposed at no extra cost to SHELL. Generally, CONTRACTOR shall not
dispose of spoil within 5m from the edge of the bank of dredged
access/slot. Spoils which slip from the bank shall be removed by the
CONTRACTOR at no extra cost to SHELL.
2.1.8 Standby Charges
CONFIDENTIAL
Standby rate shall be payable if, and only if, any unit which is
working or ready to work is kept waiting on instructions of SHELL.
CONTRACTOR shall be reimbursed the standby rates as specified in
Section III - Schedule of Prices. Standby Charges shall not be applicable
to the following situations;
(i) When work is suspended for Health, Safety, Environmental or Security

reasons.
(ii) Equipment breakdown and maintenance.
(iii) Adverse weather conditions/weather downtime
(iv) Standby during transportation due to no night sailing rule.
(v) Force Majeure
2.2 MAINTENANCE OF EXISTING LOCATION -WORKOVER

LOCATIONS / SILTED SLOTS (SWEEPING)
The CONTRACTOR shall carry out dredging work of previously dredged

slots and canals which have silted up through normal sediment transport
processes or otherwise and re-establish new widths/depths as specified by
SHELL. This involves re-dredging of existing location slots and accesses to
enable entry of drilling barge or work over unit as may be appropriate.
The WORK includes:
2.2.1 Surveys (Soundings)
The CONTRACTOR shall carry out all survey works as stated under
Article 2.1 above and as applicable for provision of all Capital Dredging
Works
2.2.2 Flowlines Probing
i) Prior to dredging on any WORKSITE, CONTRACTOR shall use own

metal detector to probe for the existence of facilities such as
flowlines, pipelines, buried cables etc. on the slot, access, and
disposal area. Positions of such facilities shall be plotted on paper
and submitted to SHELL as part of the pre-dredge investigations.
Only flowlines probing instructed, witnessed and endorsed by
SHELL REPRESENTATIVE shall be accepted as authentic. The
probing equipment shall be capable of estimating the depth of the
existing facility both on land and under water. Besides the
visualization of detected treasure finds in 3d graphics and the
measurement of depth, position and size, the metal detector shall
have the following features:
1. Representation as 2D and 3D graphics
2. Depth measurement
3. Determination of objects positions
4. Manual correction of error signals
5. Printout and image export for subsequent processing
CONFIDENTIAL
6. Variable wireframe representation

7. Discrimination mode to distinguish between precious and non-
precious metals as well as cavities (only with Super Sensor)
8. Automatic measurement completion in case of missing signals
9. Automatic correction of error signals
10. Features to improve the graphics (e.g. interpolation, colour
filters, etc.)
11. Free scalable and movable graphics as well as rotatable
ground scans by 360
(ii) CONTRACTOR shall furnish SHELL with the details of the metal
detector to be used for the WORK indicating the make, model, and
mode of operation, capabilities, limitations, cost and any other
pertinent information.
(iii) CONTRACTOR shall peg out the actual positions of the

identified flowlines and make a tolerance of +/-5m on both sides of
the positions using reflective yellow buoys (on water) or pegs (on
land). No dredging work shall be carried out within the 10m
corridor marked out.
(iv) Payment for flowlines probing shall be based on area (ha)

measurement.
2.2.3 Bundwalls and Run-off drains
Bundwalls and drainage channels are required in activities

involving cutter suction/hopper dredgers or any other dredging
works as may be required, to ensure that the spoil is properly
contained within SHELL acquisition.
The CONTRACTOR shall be responsible for the design and

maintenance of such bundwalls and run-off drains required for
proper spoil containment. However the bundwall shall be stable
and located at least 5m away from the limit of dredging.
Construction of the bundwalls and drains using dry plants such as

Swamp Excavator, Swamp Buggy, bulldozers shall be paid for in
terms of per linear metre of bundwall or drain constructed.
CONTRACTOR shall maintain the bundwalls and drains throughout
the duration of dredging work at no extra cost to SHELL.
2.2.4 Afforestation
CONTRACTOR may be required to replant suitable vegetation on

the cleared spoil disposal area in which case CONTRACTOR shall
hire the services of rehabilitation ecologists who shall work with
SHELL Environmental Department for the choice of species for
individual areas.
Thereafter CONTRACTOR shall prepare the area and plant the

approved vegetation (trees) and nurture to growth for a period of 6
CONFIDENTIAL
months. For estimation purposes the trees shall be planted in grids

of 2m centres. Afforestation shall be paid for per area covered.
2.2.5 Location Markers
Where applicable, CONTRACTOR may be required by SHELL to

provide materials, fabricate, transport and install location markers
as per drawing No W-053497 at the entrance of a location. Payment
shall be based on number of markers installed.
2.3 SAND-FILL/RECLAMATION WORKS
This involves the placement of sand by hydraulic means into swampy

areas in the creeks, swamps, built-up or urban areas etc. or the stockpile
of sand. It involves the transportation of sand from borrow pits (marine or
land) through pipelines (land, floating, or submerged line) to fill site. Sand
transfer can also be achieved using barges or trucks with associated
equipment. Sand-fill/reclamation works shall be executed based on
drawings that will be issued to the CONTRACTOR as the need arises.
The WORKS involved are detailed hereunder:
2.3.1 Surveys
Preliminary activities involve survey of the borrow area, fill site and
pipeline way leave. Such survey shall show the extent and
boundaries of the borrow area, fill site and pipeline way leave
together with significant features such as flow line crossings, creek
crossing, location of special species of plant, fishing camps,
settlements etc. Also pre-strip levels of the borrow area and fill site
shall be determined.
CONTRACTOR shall use the survey results to propose a work

method for the execution of the WORKS for SHELL review and
approval. Subsequently, post-strip levels of the borrow pit and fill
site shall be determined to enable determination of quantity of
materials stripped. Upon completion of sand winning, the final level
of the borrow pit and the fill area shall also be determined to
enable work acceptance and calculation of quantity of fill.
2.3.2 Flow line Probing
Flow line probing at the borrow area, fill site, and or any other area
as may be directed by SHELL shall be done in the same manner
stated herein for dredging of locations.
CONFIDENTIAL
2.3.3 Stripping of Topsoil
Stripping of the borrow pit and fill site shall be done using grab
dredge, dry plant or any other equipment approved for the specific
nature of the site. In spite of and Irrespective of the type of
equipment (grab dredge, Bull Dozer, swamp Buggy and/or any
other dry plant) used, payment shall be based on volume of
material excavated as stated herein. The CONTRACTOR shall
stockpile the top soil in areas indicated on the drawings.
2.3.4 Pipe-laying
CONTRACTOR shall provide and lay pipelines for sand transport

along the pipeline way leave using pipe-laying equipment
appropriate and approved for the type of terrain. The pipeline may
be landline, submerged line, or floating line, or any combination of
the above. The sizes of the lines shall be such that the specified
minimum dredger production is achieved. Floating or submerged
lines should be laid in such a way as to avoid obstruction on
navigable waterways to other third party users.
Cost of pipeline/way leaves construction shall include all

preparatory works such as bush clearing / de-stumping of way leave
and all equipment utilised in laying of the pipeline. The cost for the
above are covered/included in the appropriate dredging rates in the
Schedule of Prices.
2.3.5 Bund walls and Run-off Drains
Stable bund walls shall be constructed and maintained at the fill

site for proper containment of the pumped material. Drains shall
also be constructed for proper channelization of runoff water back
to the main water body.
Bund walls/drains shall be constructed at least 5m away from the

limit of dredging. They shall be constructed using appropriate
equipment. Initial bund wall/drain construction shall be paid for at
the rates contained in the Schedule of Prices, whilst subsequent
maintenance shall be deemed to be part of the cubic metre rate of
the Sand-fill and therefore attracts no extra payment.
2.3.6 Sand-filling
Cost of Sand-fill, reclamation and stockpile shall be measured in

cubic metres based on the calculated volume derived from the pre
and post survey levels of the borrow pit(s). Where quantities cannot
be determined from the borrow pit, measurement of the fill volume
shall be made and a factor of 7% shall be added to the sand-fill
quantity in place as compensation for losses.
Sand-fill shall be carried out with a hopper or cutter suction/hopper

(hydraulic Sand-fill) and spread as defined herein. The cutter
CONFIDENTIAL
suction/hopper machine shall be capable of delivering at least

60,000m3/week over a distance of 5km. Where booster pumps are
required to achieve this production, CONTRACTOR shall provide
same at no extra charge to Shell. However, where the pumping
distance is more than 5km, payment for Sand-filling shall be made
in accordance with the Schedule of Prices. The Sand-fill shall be
spread to the specified grade and camber to a tolerance of plus (+)
30cm at the apex of the camber/grade. This shall be stated on the
drawings accompanying each PURCHASE ORDER.
Where required, CONTRACTOR shall provide sand stockpile of

specified volume covering specified area, which shall be paid for on
a cubic metre basis as in the Schedule of Prices.
When sand transfer is effected by barge or truck (haulage),

payment shall be based on volume transferred per distance
covered. Initial clearing and Sand-filling (preparation) of the
haulage route shall be paid for at the applicable rates, while the
costs of maintenance shall be deemed to be included in the haulage
rates.
In general, whether sand transfer is through pipeline or by

barge/truck or whether it is for the purpose of reclamation or
stockpiling, no payment shall be made for loading, offloading,
spreading, levelling and tending of sand. In other words, payment
for these activities shall be deemed to be part of the Contractor
quoted cubic metre rate price for the sand transfer.
When the cumulative quantity of Sand-fill and or stockpile in a

given PURCHASE ORDER is more than 200,000m 3 the rate per
cubic metre shall be deemed to be inclusive of all pre-dredge
activities pre surveys, pipeline probing, bush cutting, de-
stumping, stripping of site/borrow pit, bundwall / drain / way leave
construction & maintenance. The only exception is where part of
the Sand-fill in the PURCHASE ORDER is cancelled or varied
downwards to less than 200,000m 3 after the initial pre-dredge
activities have been carried out. Conversely, when the scope of
Sand-fill is varied upwards to above 200,000m 3 in the course of the
work, the conditions for Sand-fill more than 200,000m 3 shall apply.
When Sand-fill is being carried out at separate sites under the same
PURCHASE ORDER, provided that the distance between the fill
sites does not exceed 5km, the cumulative quantity of sand at both
sites shall be used to calculate the cost of the Sand-fill. Similarly,
when Sand-fill is to be carried out in phases, the cumulative
quantity of Sand-fill across all phases shall be used to calculate the
cost of the Sand-fill.
Calculation of cost of Sand-fill shall be in line with the Schedule of

Prices.
When a Sand-fill site traverses several Sand-fill distance divisions,

the rate applicable for each division shall be applied in making
payments. In order to facilitate this, post dredge survey shall be
CONFIDENTIAL
carried out on attainment of the upper distance limit. No standby

charges shall be paid for the duration when such surveys are
carried out on site before continuation of Sand-fill works.
Where the distance between the sand fill site and borrow pit is
greater than 500m there shall be one Safety Officer attached to the
dredger and another at the sand fill site during the day and
replicated at night. All 4no HSE personnel shall work on shift to
ensure adequate coverage of HSE activities.
2.3.7 Installation of Settlement Beacons
To aid the determination of rate of settlement on a sand fill site,

CONTRACTOR may be required by SHELL to install settlement
beacon(s) on reclaimed areas. The settlement beacon(s) shall be
made of 300mm diameter steel base plate 5mm thick, with a
vertical steel pipe of 50mm diameter and 2.0m height.
The settlement beacon(s) shall be capable of capturing settlement

in the area installed and should not settle under its own weight.
CONTRACTOR shall take readings and plot same at specified
intervals as required by SHELL. CONTRACTOR shall ensure that
such installed beacon(s) are undisturbed during the period they are
being monitored. The Rate for the settlement beacon(s), as
contained in the Schedule of Prices, shall be deemed to be inclusive
of installation, taking of readings and plotting of same.
2.4 SOIL INVESTIGATION AND SAND SEARCH
This involves all subsurface investigations aimed at determining the

stratigraphy and properties of soil to a given depth in a given area. It
includes soil boring, sampling, field and laboratory testing, classifications
and foundation recommendation. It also includes determination of
quantity of sand in land or marine borrow pits (sand search).
Soil investigation work involves:
2.4.1 Mobilisation/Demobilisation
CONTRACTOR shall provide and transport by land and / or water,

from base to WORKSITE or between WORKSITES all necessary soil
investigation equipment, labour, supervision, and materials
required for soil boring and associated field testing. The boring
equipment shall be capable of reaching depth of 50m. Payment for
mobilisation/demobilisation or inter field movement of the spread
shall be based on distance (km) travelled whether on land or water
or a combination of land and water using the shortest possible
approved route, and measured on SHELLs 1:25000 and 1:100000
scale maps as appropriate.
2.4.2 Drilling Boreholes
CONFIDENTIAL
It is the responsibility of the CONTRACTOR to create access

(including bush clearing) for the positioning of his boring rig at
borehole locations. However payment shall be made for each
setting up, dismantling and movement of boring rig between
borehole locations within a given WORKSITE or field.
CONTRACTOR shall drill boreholes to the depth required in each
location. He shall carry out standard penetration test (SPT) and
standard sampling at vertical intervals of not more than 1.0m and
at changes in soil type as boring progresses. Payment for boring
shall be per metre depth of soil drilled.
CONTRACTOR shall submit detailed report of each borehole

investigation and shall be responsible for the correctness of the
investigation results.
2.4.3 Cone Penetration Test (CPT)
CONTRACTOR shall provide Dutch Cone Penetrometer test unit

and carry out CPT to specified depths not exceeding 20m on a
given WORKSITE. The cost of transporting the CPT equipment to
and from the WORKSITE shall be deemed to be part of the
transport cost for the main drilling spread.
CONTRACTOR shall produce detailed report of the CPT result

together with the bearing capacity of the soil at intervals of 1.0m.
Payment for CPT shall be per number of points tested to specified
depths.
2.4.4 Laboratory Tests
CONTRACTOR shall carry out laboratory tests on disturbed and

undisturbed soil samples taken from boreholes. The test shall
include grain size analysis, triaxial test, moisture content
determination, density tests and Atterberg limit tests as required
by SHELL on a case by case basis. CONTRACTOR shall submit
detailed report of these tests to SHELL.
2.4.5 Site Accommodation/Logistics
Site accommodation and catering for CONTRACTOR's workers

shall be provided by the CONTRACTOR for jobs at remote
WORKSITES. Cost of such site accommodation and catering
including logistics, surveys and other preparatory WORKS shall be
deemed to be part of the mobilisation cost and accommodation
shall be provided from the time of mobilisation up to the completion
of the work irrespective of delays encountered on the job.
2.5 OTHER WORKS
2.5.1 Video Coverage
CONFIDENTIAL
Upon SHELL instruction, CONTRACTOR shall provide video

coverage of activities on a WORKSITE and submit 1No. CD/DVD or
its equivalent recorded supplemented with scripts and properly
edited audio upon completion. The SHELL REPRESENTATIVE shall
have the right to review the quality of the production prior to
acceptance. The video coverage shall be paid for at the appropriate
rate in Section III - Schedule of Prices.
2.5.2 Procurement of Permits and Licences
Upon SHELL's instruction CONTRACTOR shall obtain from

appropriate Government Authorities, the permits, licences,
approvals and the like necessary for the preparation of drilling
locations/accesses, deepening/widening of rivers and creeks, or
excavation/sand winning from water bodies. CONTRACTOR shall be
responsible for renewal of such permits during the course of the
job. SHELL shall pay the CONTRACTOR for this service based on
the number of permits obtained. Such payment shall comprise a
part for the procurement of permit (as reflected on the official
receipt submitted by the CONTRACTOR) and another part, 20%
extra as service charges. All cash payments made by the
CONTRACTOR on behalf of SHELL shall be on cost plus 20%
interest service charge basis.
2.5.3 Accommodation
On every WORKSITE covered under this CONTRACT,

CONTRACTOR shall provide and maintain at no extra cost to
SHELL, four full board standard room accommodations for SHELL
REPRESENTATIVE(s) from time of mobilisation up to completion of
the WORK/demobilisation, irrespective of delays experienced on the
job. This shall cover their full three course meals, snacks, tea,
laundry, leisure games and entertainment. In the event that extra
accommodation is required, CONTRACTOR shall be notified
accordingly at least 48 hours in advance. Payment for extra
accommodation and associated meals shall be made using rates in
the Schedule of Prices. The CONTRACTOR shall also provide meals
for visiting SHELL supervisors whose visits are incidental to the
CONTRACT, but at no extra cost to SHELL. SHELL shall exercise
due diligence in such respect.
2.5.4 Transportation
The CONTRACTOR shall be responsible for the transportation of

SHELL REPRESENTATIVE to and from the WORKSITE and
between WORKSITES at no extra cost to SHELL. The
CONTRACTOR shall therefore provide approved vehicle/boat
whenever such need arises. Such transport shall be at the disposal
of the SHELL REPRESENTATIVE for 24 hours per day throughout
the duration of the CONTRACT.
2.5.5 Communication
CONFIDENTIAL
Good radio or microwave communications from houseboat to a 24

hour CONTRACTOR manned base must be available in remote
areas where GSM Network is not available
so that emergency services can be called out. Furthermore
CONTRACTOR shall also use approved GSM network set capable of
reaching the CONTRACTOR's base and the dredging spread(s)
anywhere in the Niger Delta area on 24 hour basis. . Contractor
shall ensure that the GSM set shall have Network that can be used
to reach site and can receive calls from site on 24 hours basis.
Provision of the GSM service shall not attract any extra cost to
SHELL. Where GSM Network is not available and radio
communication is used, the CONTRACTOR shall provide 2No
number hand radio(s) at each WORKSITE to SHELL at no extra
cost.
2.5.6 Demobilisation of Dredge Unit from Site
Within 72 hours of WORK completion on any WORKSITE,

CONTRACTOR shall formally notify SHELL accordingly in writing.
SHELL shall approve the demobilisation within 72 hours of receipt
of such notification. CONTRACTOR shall not remove any unit from
such WORKSITE without SHELL's consent to do so. Any equipment
standby incurred as a result of delay in notifying SHELL shall not
be paid for.
2.5.7 Damage to SHELL Property
CONTRACTOR shall take necessary steps to avoid damage to

SHELL facilities within and around the work areas. CONTRACTOR
shall be fully responsible for making good any facility damaged in
the course of the WORK. The above also applies to third party
property.

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CONFIDENTIAL

PROVISION OF DREDGING SERVICES IN THE

[INSERT NAME OF TENDERER]

Tender No. NG01021097

PART I INVITATION TO TENDER

PART II CONDITIONS OF TENDER

PART III PROFORMAS FOR THE TENDER

PART IV FORM OF CONTRACT DOCUMENTS

PROVISION OF DREDGING SERVICES IN THE

[INSERT NAME OF TENDERER]

TENDER NO. NG01021097

[INSERT RECIPIENTS COMPANY NAME AND ADDRESS]

Dear [INSERT NAME OF RECIPIENTS NOMINATED LEAD]

INVITATION LETTER FOR THE PROVISION OF DREDGING SERVICES

The Shell Petroleum Development Company of Nigeria Limited (Shell or

Enclosed is the ITT, comprising the following sections:

PART I INVITATION TO TENDER

PART II CONDITIONS OF TENDER

PART III PROFORMAS FOR THE TENDER

PART IV FORM OF CONTRACT DOCUMENTS

PART V SCOPE OF GOODS/SERVICES

Any questions concerning this Invitation Letter must be directed to the

An information session will be organised at [INSERT TIME] on [INSERT

You are required to submit your Form of Acknowledgement no later than

We look forward to receiving your Tender.

To: The Shell Petroleum Development Company of Nigeria Limited, P.O

For the attention of: Mrs Chioma Okpoechi

Dear Sir or Madam,

PROVISION OF DREDGING SERVICES IN THE NIGER DELTA

Tender No. NG01021097

1. We acknowledge receipt of your ITT documents for the above and we

2. * We acknowledge having received all the documents listed in the ITT

3. * We intend to submit a bona fide Tender in accordance with the

Furthermore, we confirm that all of our employees, officers or agents

4. * As of this date, we have no requirements to seek clarification of

5. We request that you send all future communications in respect of this

Name (in block capitals): ..............................................................................

For and on behalf of: ....................................................................................

1.1 Particular Features of the Scope

The successful Tenderer will be totally responsible for the delivery of

2.1 Return if not Tendering

2.2 Enquiries and Explanations

distributed to all Tenderers. In no event shall the identity of the

2.3 Communications with Others

2.4 Modification by the Company

2.6 Independent Tender

By submission of a Tender, the Tenderer warrants that:

2.7 Sufficiency of Tender

The submission of a Tender is deemed to indicate that Tenderers have

3.1 Language of the Tender

The Tender and its accompanying documents shall be submitted entirely

3.2 Currency of the Tender

For the sole purpose of evaluation and comparison of Tenders, Tender

3.3 Validity Period

3.4 Signature of Tender

3.5 Contents of the Tender

3.6 The Form of Tender

The Form of Tender shall be completed by the Tenderer and shall

3.7 Appendix A: Schedule of Prices for Inclusion in the

3.8 Appendix B: Information requested by Company for

3.9 Appendix C: Qualifications

The offer made by the Tenderer in the Form of Tender is intended to be

3.10 Appendix D: Alternative Tender