Contract Form Subsea Skid - 20131017

CONTRACT FORM
TENDER DOCUMENTS
TENDER NO. CHO/2013/DPG/0003
PROVISION OF PROCUREMENT AND CONSTRUCTION (PC) FOR OFFSHORE

PIPELINE TIE-IN SKID (PLTS) FOR EVACUATION NORTH MALAY BASIN GAS
DELIVERY SYSTEM (ENGDS) PROJECT
FOR
PETRONAS CARIGALI SDN BHD

TENDER NO: CHO/2013/DPG/0003
PROVISION OF PROCUREMENT AND CONSTRUCTION (PC) FOR OFFSHORE PIPELINE TIE-IN SKID
(PLTS) FOR EVACUATION NORTH MALAY BASIN GAS DELIVERY SYSTEM (ENGDS) PROJECT
TABLE OF CONTENT
ARTICLES TITLE PAGE NO.
PREAMBLE
SIGNATORIES
1. TENDER DOCUMENTS 7
2. DEFINITIONS AND INTERPRETATIONS 9
3. RESPONSIBILITY OF CONTRACTOR TO INFORM ITSELF 15
4. RESPONSIBILITY OF CONTRACTOR TO INFORM 16

COMPANY
5. CONTRACT DURATION 17
6. CONTRACT PRICE 18
7. INVOICING AND PAYMENTS 19
8. TAXES, CUSTOM CHARGES AND GOODS & SERVICES 21

TAX
9. PERFORMANCE GUARANTEES 26
10. WARRANTY AND REPRESENTATIONS 28
11. OBLIGATIONS OF PARTIES 30
12. ACTIONS ON BEHALF OF COMPANY 37
13. REPRESENTATIVES OF THE PARTIES 38
14. LIENS AND CLAIMS 39
15. HEALTH, SAFETY AND ENVIRONMENT REQUIREMENTS 40
16. ACCEPTANCE OF SCOPE OF WORKS 45
17. DEFAULT OF CONTRACTOR 48
18. LIABILITIES AND INDEMNITIES 50
19. INSURANCES 52
20. SUSPENSION OF SCOPE OF WORKS 56
Page 2 of 95
21. TERMINATION 57
22. AUDIT 60
23. CHANGES 61
24. FORCE MAJEURE 63
25. CONFLICT OF INTEREST 64
26. INTELLECTUAL PROPERTY RIGHTS 65
27. WAIVERS 67
28. CONFIDENTIALITY 68
29. ARBITRATION 69
30. GOVERNING LAWS AND LANGUAGE 70
31. ENTIRE AGREEMENT 71
32. NON-EXCLUSIVE AGREEMENT 72
33. SUB-CONTRACTING AND ASSIGNMENT 73
34. PROCUREMENT OF EQUIPMENT, FACILITIES, GOODS,

MATERIALS, SUPPLIES AND SERVICES 75
35. NOTICES 77
36. SURVIVAL 78
37. SEVERABILITY 79
38. LIQUIDATED DAMAGES 80
39. CONTRACT CLOSURE 82
40. TRANSFER OF TITLE AND RISK OF LOSS 83
41. ENGINEERING CODES AND STANDARDS 84
42. VENDOR DATA REQUIREMENTS AND SUBMITTAL 85
43. EXPEDITING 86
44. INSPECTION 87
45. TRAINING 89
46. ANTI CORRUPTION 90
Page 3 of 95
47 BUSSINESS CONDUCT 91
48 CONFLICT OF INTEREST AND FIGHTING CORRUPTION 92

AND UNETHICAL PRACTICES
49 PRESERVATION AND MAINTENANCE 93
EXHIBITS
EXHIBIT I SCOPE OF WORKS
EXHIBIT II SCHEDULE OF WORKS
EXHIBIT III SCHEDULE OF COMPENSATION
EXHIBIT IV ADMINISTRATIVE PROCEDURES
EXHIBIT V CONTRACTOR‟S ORGANIZATION AND PROJECT TEAM KEY

PERSONNEL
EXHIBIT VI LIST OF SUB-CONTRACTORS AND VENDORS
EXHIBIT VII COMPANY AND CONTRACTOR SUPPLIED MATERIALS AND

EQUIPMENT
EXHIBIT VIII QUALITY ASSURANCE PROGRAMME REQUIREMENTS
EXHIBIT IX HEALTH, SAFETY & ENVIRONMENT (HSE) REQUIREMENTS
EXHIBIT X LIST OF SPECIFICATIONS, CODES, STANDARDS AND

PROCEDURES
EXHIBIT XI LIST OF TECHNICAL DOCUMENT AND DRAWINGS
EXHIBIT XII PERFORMANCE GUARANTEE
EXHIBIT XIII REGULATORY REQUIREMENTS
EXHIBIT XIV MARINE SPREAD REQUIREMENTS
EXHIBIT XV LIST OF APPLICABLE CORRESPONDENCE
Page 4 of 95
PREAMBLES
The CONTRACT is made and entered into this [ ] day of [ ], year of [ ]
between
PETRONAS CARIGALI SDN. BHD. [Co. No. 39275-U] , a company incorporated in

Malaysia under PANYmpanies Act 1965 and having its registered office at Tower 1,
PETRONAS Twin Towers, Kuala Lumpur City Centre, 50088 Kuala Lumpur, Malaysia
(hereinafter referred to as the "COMPANY") of the first part
and
[CONTRACTOR Company Name ], [Co. No] [Note: Please state the registered address
of the bidder's company, the location of the country where was the bidder's company
incorporated and under what act/ law was the bidder's company registered]
(hereinafter referred to as the "CONTRACTOR") of the second part.
Hereinafter the parties of the first and second parts shall be referred to singularly as
"PARTY" and collectively as "PARTIES".
Whereas:
1. COMPANY (as defined herunder), pursuant to the Production Sharing Contract

entered into with PETRONAS is engaged and appointed as the operator for the
exploration, development and production of hydrocarbons for oil and gas fields
onshore/offshore Malaysia
2. COMPANY requires the Procurement and Construction of Bergading Pipeline Tie-in

Skid as described in the exhibits attached hereto and made a part hereof and in
accordance with the terms and conditions of this CONTRACT (hereafter referred to as
WORKS).
3. CONTRACTOR represents that it possesses the necessary experience and capability

with qualified and experienced personnel and sufficient facilities, premises and
equipment as well as being financially able to do and perform the WORKS
expeditiously to the satisfaction of COMPANY.
Page 5 of 95
SIGNATORIES
IN WITNESS WHEREOF, the PARTIES have caused this CONTRACT to be executed in

duplicate originals in their respective corporate names by their respective officers,
thereunder duly authorized, as of the date and year first above written.
COMPANY CONTRACTOR
For and on behalf of For and on behalf of
PETRONAS CARIGALI SDN. BHD. (CONTRACTOR'S Name)
Name : Name :
Designation : Designation :
WITNESS WITNESS
Name : Name :
Designation : Designation :
Page 6 of 95
Now, therefore, for and in consideration of the mutual covenants and agreements set forth
herein, the PARTIES hereto agree as follows:
ARTICLE 1 - CONTRACT DOCUMENTS

1.1 The following documents together constitute this CONTRACT.
ARTICLES 1 – 49 (inclusive)
EXHIBIT I SCOPE OF WORKS
EXHIBIT II SCHEDULE OF WORKS
EXHIBIT III SCHEDULE OF COMPENSATION
EXHIBIT IV ADMINISTRATIVE PROCEDURES
EXHIBIT V CONTRACTOR‟S ORGANIZATION AND PROJECT TEAM KEY

PERSONNEL
EXHIBIT VI LIST OF SUB-CONTRACTORS AND VENDORS
EXHIBIT VII COMPANY AND CONTRACTOR SUPPLIED MATERIALS AND

EQUIPMENT
EXHIBIT VIII QUALITY ASSURANCE PROGRAMME REQUIREMENTS
EXHIBIT IX HEALTH, SAFETY & ENVIRONMENT (HSE) REQUIREMENTS
EXHIBIT X LIST OF SPECIFICATIONS, CODES, STANDARDS AND

PROCEDURES
EXHIBIT XI LIST OF TECHNICAL DOCUMENT AND DRAWINGS
EXHIBIT XII PERFORMANCE GUARANTEE
EXHIBIT XIII REGULATORY REQUIREMENTS
1.2 In the event of any ambiguity, inconsistency or conflict between the articles and
exhibits listed above, the articles shall take precedence and prevail over the exhibits.
1.3 In the event of any ambiguity, inconsistency or conflict between the provisions of the
exhibits, COMPANY shall decide the order of prevalence amongst the exhibits.
1.4 All STANDARDS, codes, SPECIFICATIONS, DRAWINGS, instructions and other

documents, which are referred to in the exhibits, shall be deemed incorporated
herein by reference and made a part hereof.
1.5 None of the documents abovementioned shall be used by CONTRACTOR for any
purpose other than this CONTRACT.
Page 7 of 95
1.6 Any reference or detail provided in any one of the above documents but not in others
shall be taken as read in all documents in this CONTRACT.
1.7 Unless otherwise specified by COMPANY, any reference to time period shall be
deemed to be based on calendar days.
1.8 Any review, APPROVAL, acknowledgement or certificate given by COMPANY shall

not in any way operate to release or relieve CONTRACTOR from or limit in any way
any of CONTRACTOR‟s duties, responsibilities, obligations or liabilities imposed
upon him by or as a result of any of the provisions of the CONTRACT.
Page 8 of 95
ARTICLE 2 - DEFINITIONS AND INTERPRETATIONS

2.1 The following definitions shall apply to this CONTRACT except where the context
otherwise requires:
2.1.1 “AFFILIATES” means any company or other entity that directly or indirectly
through one or more intermediary, controls or is controlled by or is under
common control with a PARTY to this CONTRACT. "Control" in this context
means ownership of more than fifty percent (50%) of the voting stock of the
controlled company or the direct or indirect right to determine its actions by
contract or otherwise.
2.1.2 “APPROVAL” or “APPROVED” means approval and/or approved in writing
(where provided for under this CONTRACT) made by COMPANY.
2.1.3 “CHANGE ORDER” means a document to be issued by COMPANY which
sets forth mutually agreed changes to this CONTRACT and the basis on
which CONTRACTOR shall be compensated for the change, if applicable.
2.1.4 “COMMISSIONING” means the activity of testing and adjusting of
equipment, subsystems or systems or FACILITIES which may comprise of
operational testing under real conditions and completion of the performance /
endurance test to ensure that the same fulfils its design or intended purpose
and meets all applicable SPECIFICATIONS, codes, regulation and
STANDARDS. After COMMISSIONING, the equipment or system or
FACILITIES shall be ready for use and put in service by COMPANY.
2.1.5 “COMPANY” means PETRONAS CARIGALI SDN. BHD.
2.1.6 “COMPANY’s EQUIPMENT” means the equipment and other parts, spares
and other materials provided by COMPANY, as specified in ARTICLE 11 -
OBLIGATIONS OF PARTIES and EXHIBIT VII - COMPANY AND
CONTRACTOR SUPPLIED MATERIALS AND EQUIPMENT.
2.1.7 “COMPANY’s SUPPLY BASE” means COMPANY‟s warehouse at
Kemaman Supply Base, Terengganu and/or Asian Supply Base, Labuan or
any other supply base as determined by COMPANY from time to time, which
shall be the port of call for work boats and supply boats where supplies,
materials and equipment required for COMPANY‟s offshore FACILITIES are
assembled.
2.1.8 “CONTRACT CLOSURE CERTIFICATE” means a document, issued by
CONTRACTOR within thirty (30) days from the end of the warranty period of
the WORKS and prior to COMPANY‟S issuance of NOTICE OF FINAL
ACCEPTANCE of the WORKS, or upon earlier termination, signifying that all
of CONTRACTOR‟s employees, SUB-CONTRACTOR(s) and suppliers have
been paid in full, for WORKS done or for equipment, materials, services and
supplies furnished to and all debts, taxes, liens, privileges, claims, charges
and obligations arising out of the purchase or lease of equipment, materials,
supplies and labour for use in the WORKS hereunder to the date of such
certificate in connection with the performance of the WORKS.
2.1.9 “CONTRACTOR’s EQUIPMENT” means the equipment and other parts,
spares and other materials provided by CONTRACTOR, as specified in
ARTICLE 11 - OBLIGATIONS OF PARTIES and EXHIBIT VII - COMPANY
AND CONTRACTOR SUPPLIED MATERIALS AND EQUIPMENT.
Page 9 of 95
2.1.10 “CO-VENTURERS” means any Production Sharing Contractor having a legal

interest in the operations of COMPANY.
2.1.11 “CONTRACT” means all articles, exhibits and any other documents attached
hereto or incorporated by reference including any subsequent amendments to
them.
2.1.12 “CONTRACT PRICE” means the agreed amount to be paid to
CONTRACTOR as specified in EXHIBIT III – SCHEDULE OF
COMPENSATION.
2.1.13 “CONTRACTOR” means the party entering into this CONTRACT with
COMPANY for the performance of the WORKS or part thereof as set forth in
this CONTRACT and includes CONTRACTOR‟s personnel, representatives,
successors and authorized parties.
2.1.14 “CONTRACTOR REPRESENTATIVE” means the person appointed by
CONTRACTOR to be in charge of the WORKS whom shall be APPROVED
by COMPANY. CONTRACTOR REPRESENTATIVE shall have full authority
to bind CONTRACTOR concerning the WORKS and every part thereof in
conformity with this CONTRACT.
2.1.15 “CSP” means Carigali Standard Procedure
2.1.16 “DEMOBILISATION” means the departure of CONTRACTOR‟s personnel
from WORK SITE to the POINT OF ORIGIN, upon completion of assignment
or termination of WORKS. The personnel are considered as demobilised
when they leave the WORK SITE and all charges will cease at this time
unless otherwise stipulated.
2.1.17 “DRAWINGS” or “DOCUMENTATION” means sketches, drawings, reports,
manuals, procedures and recommendations of any portion of the WORKS or
part thereof.
2.1.18 “EFFECTIVE DATE” means [dd/mm/yyyy i.e. the date as specified in the
Letter of Award], as further specified in ARTICLE 5 - CONTRACT
DURATION.
2.1.19 “EQUIPMENT FAILURE STANDBY” means the time when CONTRACTOR
is unable to continue with the WORKS as a result of equipment failure or
when, in COMPANY‟s opinion, WORKS must be stopped due to unsafe
working conditions of any equipment. However, EQUIPMENT FAILURE
STANDBY shall not include circumstances when CONTRACTOR is not
performing any WORKS or during period when WORKS are suspended.
2.1.20 “EXPERT” means an impartial and independent person or company mutually
agreed upon by COMPANY and CONTRACTOR to give opinion in order to
expedite settlement of any particular matter as described in ARTICLE 29 –
ARBITRATION.
2.1.21 “FACILITY” or “FACILITIES” means the structure, skid, pipelines, onshore
facilities, other appurtenances and any items to be incorporated therein as
described in EXHIBIT I – SCOPE OF WORKS.
2.1.22 Not applicable
2.1.23 “HALAL” means terms that may be used to indicate or may be understood as
meaning to indicate as permissible to be consumed by Muslims and allowed
in their religion for the referred to food to be consumed,
Page 10 of 95
2.1.24 Not Applicable.

2.1.25 “INSPECTION AND TESTING” means those activities which are carried out
by CONTRACTOR during construction or TESTING AND PRE-
COMMISSIONING of the FACILITIES to prove and validate the correct and
complete execution of the WORKS as further described in ARTICLE 45 –
INSPECTION and EXHIBIT I – SCOPE OF WORKS.
2.1.26 “JOB CARD” means a document prepared by CONTRACTOR detailing the
tasks, materials, manpower, tools, equipment, reference, drawing, procedure
and HSE precautions required to complete the detailed ONSHORE and
OFFSHORE TESTING AND COMMISSIONING of the WORKS.
2.1.27 “SCHEDULED MECHANICAL COMPLETION DATE” means the
Contractual date by which the Construction of the WORKS are completed,
inspected, tested, pre-commissioned, commissioned as stipulated in EXHIBIT
II – SCHEDULE OF WORK.
“MECHANICAL COMPLETION DATE” means the actual date by which the
Construction of the WORKS are successfully completed, inspected, tested,
pre-commissioned, commissioned (for the selected non hydrocarbon system
which has been agreed upfront with COMPANY) and preserved according to
vendor‟s/manufacture‟s recommendation and up to COMPANY satisfaction
and ready for load-out by CONTRACTOR.
2.1.28 “MECHANICAL COMPLETION DATE NOTICE” means a document to be
issued by COMPANY signifying COMPANY‟s agreement that the fabrication
of the WORKS are completed in accordance with the scheduled date as per
EXHIBIT II – SCHEDULE OF WORKS, subject to whatever qualifications that
may be stated in the MECHANICAL COMPLETION DATE NOTICE.
2.1.29 “MOBILISATION” means the arrival of CONTRACTOR‟s personnel for the
commencement of the WORKS which is at the WORK SITE for onshore
personnel and at the POINT OF EMBARKATION for offshore personnel. The
personnel shall be considered mobilised when they report to the WORK SITE
and/or POINT OF EMBARKATION as instructed by COMPANY and all
charges shall commence therefrom.
2.1.30 “NEGLIGENCE” means any action or omission to do something, which a
prudent and reasonable person, guided upon those considerations which
ordinarily regulate the conduct of human affairs, would not do or do.
2.1.31 “NOTICE OF FINAL ACCEPTANCE” means a document to be issued by
COMPANY within thirty (30) working days after completion of the warranty
period of the WORKS and after all repairs, rectification, replacements and
making good thereto have been carried out in accordance with the
CONTRACT, and all requirements of this CONTRACT have been
satisfactorily met.
2.1.32 “NOTICE OF PROVISIONAL ACCEPTANCE” means a document to be
issued by COMPANY signifying COMPANY‟s conditional acceptance of the
WORKS or part thereof and COMPANY‟s agreement that the WORKS have
been installed and commissioned offshore; that all known deficiencies
qualified in the MECHANICAL COMPLETION DATE NOTICE has been
corrected or subject to whatsoever qualifications that may be stated in the
NOTICE OF PROVISIONAL ACCEPTANCE and whereupon the warranty
period shall commence.
Page 11 of 95
2.1.33 "PETRONAS" means Petroliam Nasional Berhad, the National Oil Company
of Malaysia incorporated under the Petroleum Development Act 1974 and
having its registered office at Tower 1, PETRONAS Twin Towers, Kuala
Lumpur City Centre, 50088 Kuala Lumpur.
2.1.35 Not applicable.
2.1.36 “PROGRESS PAYMENT SCHEDULE” or “MILESTONE PAYMENT
SCHEDULE” means the schedule set forth in Schedule B of EXHIBIT III -
SCHEDULE OF COMPENSATION showing the progress of payment to
CONTRACTOR of the lump sum component of the CONTRACT PRICE.
2.1.37 “PUNCHLIST” means incomplete, outstanding, and/or defective Scope of
WORKS by CONTRACTOR identified near the end of any phase of the
project, to be completed by CONTRACTOR and verified by COMPANY as
per CONTRACT.
2.1.38 “PTS” PETRONAS Technical Standard
2.1.39 “SPECIFICATIONS” means the technical descriptions essential for the
performance of the WORKS, as further detailed in EXHIBIT XI – LIST OF
TECHNICAL DOCUMENT AND DRAWINGS.
2.1.40 “SAMAK” means the cleaning/washing process as according to Islamic
method and specifically as mandatory procedure to be applied for the first
time at galley, kitchen and food related utensils and ware. This cleaning
method shall also be applied at all common amenities at WORKSITE or on
barge i.e Muslim Prayer area etc.
2.1.41 “SUB-CONTRACT” means any contract between CONTRACTOR and any
other third party or parties, as APPROVED in writing by COMPANY, for the
performance of any part of the WORKS.
2.1.42 “SUB-CONTRACTOR” means any party or parties registered and licensed
by PETRONAS, those has or have entered into a contract with
CONTRACTOR, for the performance of any part of the WORKS.
2.1.44 “STANDARD” means any description (of a technical nature) of materials,
engineering methods and techniques, equipment, fabrication or construction
systems and methods, specifications, plans, workmanship or otherwise
means of defining a result to be achieved or method to be followed.
2.1.45 “START-UP” is defined as integration of individual systems and introduction
of hydrocarbon to the FACILITIES to initiate COMMISSIONING and
Performance Test Run (PTR) of the FACILITIES. The activities include
purging the system, leak checks, circulation of service fluids and the bringing
of FACILITIES into production. The operating parameters shall be tuned and
de-bottlenecked for optimum plant performance based on designed
parameters.
2.1.46 “TESTING AND PRE-COMMISSIONING” means the activity of checking,
verifying, testing, adjusting, aligning, calibrating, loop-testing, flushing of
components, instrument assemblies, piping loops or systems to ensure that
the function and operation of such is in accordance to the designed purpose
and intended service and meets all applicable SPECIFICATIONS,
regulations, codes and STANDARDS. Results of all applicable tests of the
Page 12 of 95
above shall be recorded as stipulated in the prescribed Carigali Standard

Procedure (CSP) forms and documents. On successful completion of the
TESTING AND PRE-COMMISSIONING, the components, assembly, piping
loops or systems shall be ready for START-UP and COMMISSIONING.
2.1.47 “VENDOR” A third party that supplies equipment and/or material, and perform
associated services to support the WORKS
2.1.48 Not applicable.
2.1.49 “WORKBOAT” means used for work purposes (as commercial fishing and
ferrying supplies) which shall be self-propelled and include basic equipment,
manpower, supervision, crews, consumable, and all other materials and
services.
2.1.50 “WORKS CLOSURE CERTIFICATE” means a document issued by
CONTRACTOR within thirty (30) days from the NOTICE OF PROVISIONAL
ACCEPTANCE, stating items on outstanding claims and billings under the
CONTRACT for COMPANY‟s APPROVAL. Such items shall include
outstanding billing or payment on CONTRACT PRICE, CHANGE ORDER,
reimbursable and other charges under the CONTRACT.
2.1.51 “WORKPACK” means a compilation of documents relating to a detailed work
scope comprising JOB CARDs, procedures, schedule information, materials,
resources, job safety analysis and handover and acceptance documents that
require to be performed by CONTRACTOR prior to commencement of
WORKS.
2.1.52 “WILFUL MISCONDUCT” / “GROSS NEGLIGENCE” means any action or
failure to act )whether sole, jpint or concurrent) by any person that was
intended to cause; or was in reckless disregard of or wanton indifference to,
harmful consequences, which such person knew or should have known, such
act or failure would have on the safety or property of another person or entity.
2.1.53 “WORKS” means all activities or services to be performed and rendered by
CONTRACTOR or its SUB-CONTRACTOR(s), all equipment, materials and
tools to be supplied and FACILITIES to be fabricated and completed as
expressly set forth in the CONTRACT and all of CONTRACTOR‟s activities
that are reasonably inferable from the description of the WORKS for the full
and complete realisation of the structure or FACILITIES being or to be
designed, procured, fabricated, and commissioned by CONTRACTOR. This
shall include work or services performed pursuant to any authorisation for
WORKS or changes which may be issued to CONTRACTOR from time to
time in accordance with ARTICLE 23 - CHANGES which shall then become
part of EXHIBIT I - SCOPE OF WORKS.
2.1.54 “WORK SITE(s)” means the areas either onshore or offshore as designated
by COMPANY where the WORKS is to be performed, as further specified in
EXHIBIT I – SCOPE OF WORKS.
2.2 Interpretations
2.2.1 All headings, indexes, titles, subtitles, subheadings, words that are bold,
italicized, capitalized or otherwise emphasized are for ease of reference only
and such emphasis should not be taken into consideration in the
interpretation or construction of this CONTRACT.
Page 13 of 95
2.2.2 Words importing the singular only also include the plural and vice versa
where the context so requires.
Page 14 of 95
ARTICLE 3 - RESPONSIBILITY OF CONTRACTOR TO INFORM ITSELF

3.1 CONTRACTOR shall be deemed to have:
(a) Carefully read the CONTRACT documents to determine all the necessary
services, labour, equipment and materials required for the performance of the
WORKS;
(b) Familiarised itself with the WORK SITE(s), any restrictions applicable to or
associated with the WORK SITE(s) whether imposed by any authority or third
party and all ingress and egress to or from it;
(c) Obtained for itself in advance a full understanding and knowledge of the
WORKS, the surrounding environment and the conditions under which the
WORKS shall be carried out; and
(d) Verified all data and information provided by COMPANY. COMPANY shall not
be held responsible for any errors or omissions in such data or in any other
information furnished or made available by COMPANY.
3.2 Any information that COMPANY decides to give to CONTRACTOR shall be

information that is reasonably available to COMPANY at the material time.
CONTRACTOR shall interpret and apply such received information for the
performance of the WORKS.
3.3 No additional payment beyond what has been agreed in the CONTRACT shall be
paid to CONTRACTOR due to CONTRACTOR‟s lack of understanding and
knowledge of the WORKS which a reasonably prudent and experienced contractor
should have determined and understood in advance, or due to CONTRACTOR‟s
incorrect conclusions or misinterpretations of any data or information.
CONTRACTOR shall not be relieved from any risk or obligation imposed under the
CONTRACT on the ground that it did not or could not foresee any matter which may
in fact affect or has affected the execution of the WORKS.
3.4 Any failure by CONTRACTOR to take account of matters, which may affect the
WORKS, shall not relieve CONTRACTOR from its obligations under the
CONTRACT.
3.5 In the event CONTRACTOR consists of a consortium or joint venture of two or more
parties, then the liabilities of each consortium or joint venture parties shall be jointly
and severally. Each Party shall be responsible only for its own obligations and
liabilities as set forth herein.
Page 15 of 95
ARTICLE 4 – RESPONSIBILITY OF CONTRACTOR TO INFORM COMPANY

4.1 CONTRACTOR shall notify COMPANY without undue delay of all things that are or
may appear to be:
(a) In conflict with applicable law, including but not limited to PETRONAS‟
licensing requirements; or
(b) Deficiencies, omissions, contradictions, errors or ambiguities in the
CONTRACT.
4.2 Failure to notify COMPANY of deficiencies, omissions, contradictions, errors or

ambiguities in the CONTRACT shall be deemed to be CONTRACTOR‟s confirmation
that there are no deficiencies, omissions, contradictions, errors or ambiguities in the
CONTRACT. However if COMPANY does receive such notice, COMPANY shall
review these items and issue the necessary confirmations before CONTRACTOR
proceeds with any part of the WORKS affected. CONTRACTOR shall not proceed
with the WORKS prior to the receipt of such confirmations.
4.3 CONTRACTOR shall notify COMPANY immediately of any impending or actual

stoppages of the WORKS, industrial disputes or other matters affecting or likely to
affect the performance of the WORKS.
4.4 CONTRACTOR shall keep COMPANY fully informed of the progress of the WORKS
and shall comply with the reporting requirements as set out by COMPANY.
4.5 Without prejudice to the foregoing, CONTRACTOR shall request in a timely manner,
any information or detailed DRAWINGS it reasonably requires from COMPANY for
the performance of the WORKS and COMPANY shall use its reasonable endeavors
to respond within a reasonable time to such request.
Page 16 of 95
ARTICLE 5 – CONTRACT DURATION

5.1 Subject to the termination provision provided under ARTICLE 21 – TERMINATION,
this CONTRACT shall take effect on the EFFECTIVE DATE and shall remain valid
until all obligations by both PARTIES, as provided herein, have been completed, in
accordance with the terms and conditions herein stated.
5.2 CONTRACTOR shall perform the WORKS within the stipulated time as prescribed in
EXHIBIT II - SCHEDULE OF WORKS or any other period(s) as may be extended by
COMPANY in accordance with the CONTRACT. Any extension of period to perform
the WORKS herein shall not be valid and effective unless agreed by COMPANY in
writing, except where such extension is requested by COMPANY.
5.3 Without prejudice to ARTICLE 38 – LIQUIDATED DAMAGES and all other rights
available to COMPANY under the CONTRACT, if COMPANY determines that the
progress of the WORKS has been too slow to achieve target completion of WORKS
within the prescribed schedule referred to in the EXHIBIT II - SCHEDULE OF
WORKS or any other period(s) as may be extended and APPROVED by COMPANY
in accordance with Article 5.2 of the CONTRACT, CONTRACTOR shall expedite the
progress of the WORKS such as by, but not necessary limited to, having additional
shifts, working overtime and supplying additional manpower and equipment. All direct
and incidental costs incurred by CONTRACTOR for expediting the WORKS
hereunder shall be borne solely by CONTRACTOR.
Page 17 of 95
ARTICLE 6 – CONTRACT PRICE

6.1 The consideration for performance of the WORKS shall be as stated in EXHIBIT III –
SCHEDULE OF COMPENSATION. The compensation may be adjusted, subject to
ARTICLE 23 – CHANGES. The prices/rates shall remain firm and valid throughout
the CONTRACT, and any extension periods thereto. Prices/rates shall not be
subjected to change for any reason whatsoever including, but not limited to, cost
escalation, currency fluctuations or minimum order size/tonnage.
6.2 The lump sums, fixed rates and any other prices quoted in this CONTRACT are
based on the fiscal and other relevant legislation presently in force.
Page 18 of 95
ARTICLE 7 – INVOICING AND PAYMENTS

7.1 CONTRACTOR shall send the Service Confirmation through the Supplier
Relationship Management (SRM) Supplier Self Service (SUS) portal to COMPANY
for the WORKS performed upon the completion of the WORKS as specified in this
CONTRACT for COMPANY REPRESENTATIVE‟s verification and APPROVAL
before submission of the final undisputed e-Invoice (through the SRM SUS portal).
The Service Confirmation may include any amount due to CONTRACTOR which has
not been claimed previously, as well as any claims made by CONTRACTOR for
expenditures on COMPANY's behalf.
7.2 Any claims made by CONTRACTOR for items reimbursable at actual cost under this
CONTRACT or for payments made on COMPANY's behalf shall be properly itemized
and shall be net of all discounts and allowances, whether or not taken by
CONTRACTOR. Service Confirmation must be supported by the Job Completion
Ticket (JCT) to fully support such reimbursement for verification thereof by
COMPANY. JCT shall include all requisite supporting DOCUMENTATION such as
time sheets, third party invoices and/or other supporting data or information as is
required or reasonably necessary to support the claims, to be verified by COMPANY
REPRESENTATIVE. The details of the process are illustrated in EXHIBIT IV -
ADMINISTRATIVE PROCEDURES.
7.3 Upon verification, COMPANY may dispute and reject any Service Confirmations that
do not fulfil COMPANY‟s verification requirements. COMPANY shall then notify
CONTRACTOR to resubmit the corrected Service Confirmation together with the
requisite DOCUMENTATION as per Article 7.2 herein above.
7.4 Should there be no further disputes, COMPANY shall perform Service Acceptance
and CONTRACTOR shall then submit the e-Invoice via SUS portal.
7.5 Payments shall be made by the thirtieth (30th) day after receipt of the e-Invoice by
COMPANY (date of receipt excluded). If the thirtieth (30th) day falls on Saturday,
Sunday or a gazetted public holiday, the next working day shall be deemed to be the
due date for payment.
7.6 Notwithstanding the above, COMPANY may withhold payments of the e-Invoice in
the event that it is of the opinion that further verifications are required.
7.7 Payments due to CONTRACTOR may be withheld by COMPANY on account of the

following:
(a) unsatisfactory performance of the CONTRACT;
(b) the filing of claims against COMPANY caused by acts or omissions of
CONTRACTOR or failure of CONTRACTOR;
(c) failure to submit the Bank Guarantee (including renewals) and/or the
Parental/Principal Guarantee;
(d) failure to submit the copies of Insurance Policies; or
(e) failure of CONTRACTOR to pay amounts when due for labour or goods used
by CONTRACTOR in doing WORKS or amounts due to CONTRACTOR's
SUB-CONTRACTOR(s) on the WORKS.
Page 19 of 95
7.8 If and when the cause(s) for withholding any such payment has/have been remedied
by CONTRACTOR and satisfactory evidence of such remedy has been presented to
COMPANY, the payments withheld shall be released by COMPANY.
7.9 If and when the cause(s) for withholding any such payment are not remedied by
CONTRACTOR, COMPANY shall then have the right to deduct any monies due to
CONTRACTOR. For 7.7(e), COMPANY may make payments directly to the SUB-
CONTRACTOR(s). Such payment shall be deemed to be a payment made to
CONTRACTOR by COMPANY under this CONTRACT.
7.10 All payments to CONTRACTOR by COMPANY under the terms of this CONTRACT
shall be in Ringgit Malaysia (“RM”) or any other currency as agreed in EXHIBIT III –
SCHEDULE OF COMPENSATION, as the case maybe.
In the event CONTRACTOR issues an invoice in other than RM to COMPANY,

CONTRACTOR shall provide the respective foreign currency account for payment
purposes and COMPANY shall make payment in foreign currency directly into
CONTRACTOR‟S foreign currency account.
Where CONTRACTOR is unable to open a foreign currency account for any reason
whatsoever, then payment shall be made in the RM equivalent. The exchange rate
applicable shall be the prevailing market rate on the day of payment as quoted by
COMPANY‟s bank. The prevailing market rate shall refer to the Telegraphic Transfer
buying rate of the said bank. If such day falls on a day where the rate is not available,
the rate quoted before such day shall be used.
All bank charges pertaining to the payment shall be borne by CONTRACTOR.
7.11 Upon notification of any erroneous billings made by or payments made to

CONTRACTOR by COMPANY, CONTRACTOR shall within fourteen (14) days,
issue a credit note and refund to COMPANY any amounts of overpayment. During
the aforementioned fourteen (14) days, COMPANY shall withhold any payments due
to CONTRACTOR. In the event CONTRACTOR fails to submit the required credit
notes and refunds, COMPANY shall be entitled to deduct such amount from any
payments due to CONTRACTOR.
7.12 Payments made by COMPANY under this CONTRACT shall not preclude the right of
COMPANY to thereafter dispute any of the items invoiced and in no event shall any
such payments affect the warranty obligations by CONTRACTOR. Any payments
made shall be without prejudice to any other rights or remedies available to
COMPANY.
7.13 All Service Confirmations, e-Invoices, financial statements/settlements, and billings

by CONTRACTOR to COMPANY shall reflect properly the facts relating to all
activities and transactions handled for COMPANY's account.
Page 20 of 95
ARTICLE 8 – TAXES, CUSTOM CHARGES AND GOODS & SERVICES TAX

8.1 CONTRACTOR shall be responsible for and shall pay at its own expense when due
and payable all TAXES assessed against it in connection with the CONTRACT. All
TAXES levied on CONTRACTOR shall be for the account of CONTRACTOR and
shall not be reimbursed by COMPANY.
8.2 CONTRACTOR shall protect and indemnify COMPANY and hold COMPANY safe
and harmless from any and all claims or liability for TAXES assessed or levied by the
Inland Revenue Board of Malaysia (IRB), whichever is applicable against
CONTRACTOR or its SUB-CONTRACTOR(s) or against COMPANY for or on
account of any payment made to or earned by CONTRACTOR in connection with
this CONTRACT.
CONTRACTOR further shall protect and hold COMPANY harmless from all TAXES
assessed or levied against or on account of wages, salaries or other benefits paid to
or enjoyed by CONTRACTOR‟s employees, or employees of its SUB-
CONTRACTOR(s), and all TAXES assessed or levied against, on or for account of
any property or equipment of CONTRACTOR or its SUB-CONTRACTOR(s).
8.3 COMPANY shall have the right to withhold TAXES from payments due to
CONTRACTOR under this CONTRACT to the extent that such withholding may be
required by the IRB or relevant tax authorities, and payment by COMPANY to the
IRB or relevant tax authorities of the amount of money so withheld shall relieve
COMPANY from any further obligation to CONTRACTOR with respect to the amount
so withheld. If CONTRACTOR is under the opinion that the payment(s) should not be
subject to withholding tax in Malaysia, CONTRACTOR shall submit to COMPANY a
letter from IRB or the relevant tax authorities confirming that CONTRACTOR is a
resident in Malaysia, failing which COMPANY shall consider CONTRACTOR a non-
resident in Malaysia for tax purposes until such time that the required letter is
submitted to COMPANY.
If any withholding is done, COMPANY shall provide CONTRACTOR with official
receipts or other satisfactory evidence in respect of such deduction or withholding.
8.4 CONTRACTOR shall indemnify COMPANY against all claims, demands and causes
of action based on any actual TAXES for which they are liable or any actual or
alleged failures by CONTRACTOR or its SUB-CONTRACTOR(s) to comply with
applicable tax reporting, return, or other procedural requirement with respect to the
CONTRACT. This indemnity shall include without limitation all penalties, awards,
and judgments; court and arbitration costs; attorneys‟ fees; and other reasonable
expenses associated with such claims, demands, and causes of action.
8.5 CONTRACTOR shall give prompt notice to COMPANY of all matters pertaining to
non-payment, payment under protest or claim for immunity or exemption from any
TAXES.
8.6 In the event that a refund opportunity arises with respect to any TAX paid by one
PARTY as a result of the transactions governed by this CONTRACT, both PARTIES
shall reasonably work together to pursue such refund. If one PARTY receives a
refund or a credit for any TAX paid by the other PARTY with respect to the
CONTRACT, then the PARTY receiving the refund or credit agrees to refund to that
other PARTY the full amount of such refund or credit.
Page 21 of 95
8.7 In the event that CONTRACTOR is a foreign incorporated company and by virtue of
its activities related to the provision of services is considered to have a permanent
establishment in Malaysia or in any other country, CONTRACTOR shall be solely
liable or responsible for the following:
(a) Any liability for TAXES
(b) Any and all other costs incurred by CONTRACTOR due to the creation of a
permanent establishment
(c) Any tax and other filing obligation occasioned by the creation of the
permanent establishment
8.8 For avoidance of doubt, “TAX” or “TAXES” as mentioned above shall include but not
limited to all income, profit, withholding, franchise, excess profits, royalty, other taxes,
personal property taxes, employment taxes and contributions imposed or that maybe
imposed by law, regulations or trade union contracts, which are imposed by or on
behalf the Inland Revenue Board (IRB) or of any taxing authority and includes
penalties, interest and fines in respect thereof.
8.9 Applicable for Material/Equipment Contracts with Incoterms other than DDP
8.9.1 COMPANY shall be responsible for and shall pay at its own expense when
due and payable all CUSTOM CHARGES assessed against it in connection
with the CONTRACT.
8.9.2 CONTRACTOR shall protect and indemnify COMPANY and hold COMPANY
safe and harmless from any and all claims, demands and causes of action
based on any actual CUSTOM CHARGES for which they are liable or any
actual or alleged failures by CONTRACTOR or its SUB-CONTRACTOR(s) to
comply with applicable reporting, return, or other procedural requirement with
respect to their payment of CONTRACT. This indemnity shall include without
limitation all penalties, awards, and judgments; court and arbitration costs;
attorneys' fees; and other reasonable expenses associated with such claims,
demands, and causes of action.
8.9.3 During the performance of the CONTRACT all purchased goods listed in the
"Master List of Materials and Equipment for Upstream Petroleum Operations
exempt from CUSTOM CHARGES (hereinafter referred to as the "Master
Exemption List" or "MEL"), that needs to be imported into Malaysia shall be
made in the name of COMPANY and shall be delivered either to KSB and/or
ASB. COMPANY shall apply for tax exemption prior to arrival of the goods. If
CONTRACTOR decides that the goods be delivered to other than KSB and/or
ASB, CONTRACTOR shall then apply to the relevant Customs Authority for
importation of such goods. The importation of such goods shall be under
CONTRACTOR‟s bond.
8.9.4 Notwithstanding the fact that goods are imported in the name of COMPANY,
CONTRACTOR shall remain responsible for such goods while in Malaysia.
CONTRACTOR shall indemnify COMPANY from and against any claims,
demands and causes of action which may arise as a result of damage to,
shortages or overages in inventory of such goods.
8.9.5 CONTRACTOR shall be responsible for the preparation of all documents
required by the relevant Malaysian Royal Custom Department ("Customs
Authority"), in connection with the import and export of goods, to and from
<name of country>. CONTRACTOR is also required to provide assistance,
Page 22 of 95
information and documentation to COMPANY as and when required for any

application to be made to the Customs Authorities or any other relevant
authorities for the purposes of this CONTRACT.
8.9.6 CONTRACTOR shall indemnify COMPANY from and against any claims,
demands and causes of action brought by Customs Authority which may arise
as a result of shortage or overages in inventory of such goods.
8.9.7 For the purpose of tax exemption application, CONTRACTOR, where
applicable, shall assist COMPANY in the application of CUSTOM CHARGES
exemption for the Purchase Order/Release Order issued by COMPANY and
ensure that the description of the Items as contained in the commercial
invoice shall correspond to the description contained in the exemption form.
CONTRACTOR shall promptly provide COMPANY with all information as
required by the Malaysian Ministry of Finance and/ or any other relevant
authority for the purposes of the application of the exemption including but not
limited to the following:
- Description of the Items;
- Quantity applied;
- New or used;
- Country of origin;
- Tariff code number;
- Date of import;
- CIF Value;
- Rate of import duty;
- Total import duty;
- Rate of sales tax;
- Total sales tax;
- Total duty/ tax; and
- Function of the Items.
8.9.8 For avoidance of doubt, CUSTOM CHARGES as mentioned above shall
include but not limited to any import duty, surtax, sales tax and any other
statutory imposts levied, which are imposed by or on behalf of any Customs
Authority but does not include penalties, interest and fines levied due to the
negligence of CONTRACTOR.
8.10 Applicable for Material/Equipment Contracts with Incoterms of DDP only

8.10.1 CONTRACTOR shall be responsible for and shall pay at its own expense
when due and payable all CUSTOM CHARGES assessed against it in
connection with the CONTRACT.
8.10.2 CONTRACTOR shall protect and indemnify COMPANY and hold COMPANY
safe and harmless from any and all claims, demands and causes of action
based on any actual CUSTOM CHARGES for which they are liable or any
actual or alleged failures by CONTRACTOR or its SUB-CONTRACTOR(s) to
comply with applicable reporting, return, or other procedural requirement with
respect to their payment of CONTRACT. This indemnity shall include without
limitation all penalties, awards, and judgments; court and arbitration costs;
attorneys' fees; and other reasonable expenses associated with such claims,
demands, and causes of action.
Page 23 of 95
8.10.3 CONTRACTOR shall give prompt notice to COMPANY of all matters

pertaining to non-payment, payment under protest or claim for immunity or
exemption from any CUSTOM CHARGES.
8.10.4 During the performance of the CONTRACT, all purchased goods that need to
be imported into Malaysia shall be made in the name of COMPANY at the
designated area identified by COMPANY.
8.10.5 Notwithstanding the fact that goods are imported in the name of COMPANY,
CONTRACTOR shall remain responsible for such goods while in Malaysia.
CONTRACTOR shall indemnify COMPANY from and against any claims,
demands and causes of action which may arise as a result of damage to,
shortages or overages in inventory of such goods.
8.10.6 CONTRACTOR shall be responsible for the preparation of all documents
required by the relevant Malaysian Royal Custom Department ("Customs
Authority"), in connection with the import and export of goods, to and from
<name of country>. CONTRACTOR is also required to provide assistance,
information and documentation to COMPANY as and when required for any
application to be made to the Customs Authorities or any other relevant
authorities for the purposes of this CONTRACT.
8.10.7 CONTRACTOR shall indemnify COMPANY from and against any claims,
demands and causes of action brought by Customs Authority which may arise
as a result of shortage or overages in inventory of such goods.
8.10.8 For avoidance of doubt, CUSTOM CHARGES as mentioned above shall
include but not limited to any import duty, surtax, sales tax and any other
statutory imposts levied, which are imposed by or on behalf of any Customs
Authority and but does not include penalties, interest and fines levied due to
the negligence of CONTRACTOR.
8.11 INDIRECT TAX

8.11.1 Where service tax is applicable to any services rendered by CONTRACTOR
under this CONTRACT, COMPANY shall be responsible for and pay the
service tax when invoiced by CONTRACTOR for any taxable service,
provided that CONTRACTOR shall provide COMPANY a copy of valid
Service Tax license issued by the Malaysian Royal Customs Department
confirming that CONTRACTOR is licensed under the Service Tax Act, 1975
as a taxable person providing taxable services.
8.11.2 Service tax amount shall be separately stated in the prices and rates, and
shall be separately itemised in the invoice.
8.12 GOODS AND SERVICES TAX

8.12.1 This Article shall only apply upon the enactment of the goods and Services
Tax Bill 2009 in Malaysia and upon the implementation date of the said GST
law in Malaysia.
8.12.2 The price quoted by CONTRACTOR for any taxable supplies to be made
under this CONTRACT is exclusive of GST.
8.12.3 Where Goods and Services Tax (“GST”) is applicable to any supplies made
by CONTRACTOR under this CONTRACT, CONTRACTOR is entitled to
charge GST on the payment of the supply. The consideration for such supply
shall be increased by an amount calculated as:
Page 24 of 95
AxR
Where:
A is the amount of consideration payable for the supply; and
R is the applicable rate of GST
8.12.4 If CONTRACTOR is liable for GST as contemplated by Article 8.12.3 then:
(a) CONTRACTOR shall:
(i) provide to COMPANY information that may be reasonably required
to establish its liability for GST; and
(ii) do such things and provide such information and documents as may
reasonably be required by the recipient to enable the recipient to
claim an input tax credit under the GST law
(b) where a taxable supply has been made and consideration charged but the
applicable GST has not been charged, the increase in the consideration
required by paragraph Z.1 shall be paid by COMPANY upon the provision
of a tax invoice by CONTRACTOR in accordance with the GST law.
Where costs incurred by one party are to be reimbursed by another, the
amount to be reimbursed shall be calculated net of any GST input tax credits
that the party seeking reimbursement is entitled to in respect of the cost
incurred.
8.13 INVOICING AND PAYMENTS

In the event that the contract is segregated for services performed inside and/or
outside Malaysia, CONTRACTOR shall state the applicable description on the
invoices as follows:
(a) Services performed inside Malaysia; and/or
(b) Services performed outside Malaysia
Page 25 of 95
ARTICLE 9 – PERFORMANCE GUARANTEES

9.1 CONTRACTOR shall furnish to COMPANY within thirty (30) days of the award of this
CONTRACT (date of award inclusive), the following PERFORMANCE
GUARANTEE(s):
(a) An irrevocable and unconditional first call Bank Guarantee, as per the format in
EXHIBIT XII – PERFORMANCE GUARANTEE issued by a commercial bank
operating in Malaysia and acceptable to COMPANY by way of guarantee for the
due performance by CONTRACTOR of its obligations under this CONTRACT.
The value of the Bank Guarantee shall, throughout the duration of this
CONTRACT be maintained at the value of:
i) RM [Insert sum in words (10% of the CONTRACT PRICE)][Insert sum in
figures (10% of the CONTRACT PRICE)] from the date of COMPANY first
demand. This guarantee shall only applicable until the issuance of NOTICE OF
PROVISIONAL ACCEPTANCE.
ii) RM [Insert sum in words (5% of the CONTRACT PRICE)][Insert sum in
figures (5% of the CONTRACT PRICE)] from the date of NOTICE OF
PROVISIONAL ACCEPTANCE until the date of issuance of CONTRACT
CLOSURE CERTIFICATE.
The Bank Guarantee shall be binding on CONTRACTOR notwithstanding any
alterations, or extensions of time as may be made, given, conceded, or agreed
under this CONTRACT. The expenses incurred in preparing, completing, and
stamping such instrument shall be solely borne by CONTRACTOR; and/or
(b) A Parental/Principal Guarantee duly executed by its ultimate holding company or
principal/ technical partner(s) in the form as provided in EXHIBIT XII –
PERFORMANCE GUARANTEE hereof.
(c) In the event that CONTRACTOR shall comprise two (2) or more companies
acting in partnership, joint venture or otherwise, each such company shall submit
a separate parental guarantee each in accordance Article 9.1.
(d) CONTRACTOR shall also deliver to COMPANY a certificate from attorneys
lawfully carrying on legal practice in the countries of incorporation of the parent
companies certifying:-
(i) that CONTRACTOR is independent of the parent company.
(ii) that the parent company is empowered to execute the Parental Guarantee
and has validly done so.
9.2 The Performance Guarantee(s) shall remain valid until ninety (90) days after the
issuance of the Notice of Provisional Acceptance of the WORKS or any extension
thereof for 9.1 (a).
For avoidance of doubt, in the event that the Performance Guarantee(s) provided do
not fulfill the requirement abovementioned, CONTRACTOR shall, at least thirty (30)
days prior to expiration of the Performance Guarantee(s), furnish extended
Performance Guarantee(s) for the same value previously provided. Should
CONTRACTOR fail to provide the extended Performance Guarantee(s) as required,
COMPANY shall, without prejudice to all its other rights under this CONTRACT,
invoke the Performance Guarantee(s) or otherwise have the right to withhold any
Page 26 of 95
payments due or that may become due to CONTRACTOR after the date of such
failure
9.3 If the Performance Guarantee(s) to be furnished pursuant to this Article 9 is not duly
furnished by CONTRACTOR in the specified format, COMPANY may, at its own
option and without prejudice to any rights or claims it may have against
CONTRACTOR, by reason of CONTRACTOR‟s non-compliance with the format,
perform any of the following:
(a) withhold from payment due to or that may become due to CONTRACTOR an
amount equivalent to the Bank Guarantee value until such time the Bank
Guarantee is furnished by CONTRACTOR; or
(b) terminate this CONTRACT by notice in writing to CONTRACTOR, whereupon
COMPANY shall not be liable for any claim or demand from the
CONTRACTOR under the provisions of this CONTRACT.
9.4 COMPANY reserves the right to instruct CONTRACTOR to revise the Bank
Guarantee amount to correspond to any increase in the CONTRACT PRICE. Failure
to revise the Bank Guarantee shall constitute CONTRACTOR‟s failure to perform the
CONTRACT, entitling COMPANY to invoke the Bank Guarantee.
Page 27 of 95
ARTICLE 10 – WARRANTY AND REPRESENTATIONS

10.1 CONTRACTOR warrants and guarantees that the WORKS shall be performed in a
professional manner in accordance with the requirements and conditions of this
CONTRACT with good and sound offshore engineering, craft and fabrication
practices, and that the WORKS shall be free from defects, and that all materials and
equipment provided by CONTRACTOR and incorporated into the WORKS and all
parts thereof shall be free from defects and complying to the CONTRACT
requirements for which they are intended.
10.2 In the event that materials and equipment are supplied as part of the WORKS,
CONTRACTOR guarantees the following:
(a) the materials and equipment are new, unused and comply with the
SPECIFICATIONS;
(b) the materials and equipment are free from defects in materials and
workmanship, fit and suitable for the purpose for which they are intended
under this CONTRACT; and
(c) the materials and equipment are covered by warranty for the period of twelve
(12) months from Notice of Provisional Acceptance.
CONTRACTOR‟s scope of warranty shall cover all expenses to replace all materials
and equipment found to be defective during the warranty period and all services
provided for making good any defective materials and equipment.
CONTRACTOR also warrants and guarantees the design, workmanship and all
materials provided by it or any of its SUB-CONTRACTOR(s) or suppliers against all
defects for a period of twelve (12) months from the date of NOTICE OF
PROVISIONAL ACCEPTANCE. CONTRACTOR shall promptly at its own cost make
good any defective part so as to be acceptable to COMPANY or COMPANY shall
rectify the defective part and charge the cost of rectifying the defects to
CONTRACTOR.
If CONTRACTOR does any repair or replaces any component of the WORKS under
this warranty, then such repaired or replaced components shall be covered by this
warranty for a period of twelve (12) months from the date of its repair or
replacement, irrespective of any remaining portion of the original twelve (12)
months.
10.3 Any new materials and equipment replacing the defective materials and equipment
during the warranty period shall be warranted under the same terms and conditions
for another period as specified in Article 10.2 (c) from the date of replacement.
10.4 In the event that CONTRACTOR obtains more favourable warranties and guarantees
from its suppliers, such warranties and guarantees shall be assigned to COMPANY.
CONTRACTOR shall obtain from its SUB-CONTRACTOR(s), vendors and suppliers,
for assignment to COMPANY, the best possible warranties and guarantees with
respect to materials and workmanship of third-party manufactured items and
materials installed by CONTRACTOR.
10.5 The foregoing warranty shall be additional to and not in substitution of other
warranties or rights provided by law.
Page 28 of 95
10.6 CONTRACTOR shall list out procedures, frequency and details of any preventive
maintenance and precautions, which are necessary to be carried out so as not to
nullify the warranty specified in Articles 10.2, Articles 10.3 and Articles 10.4.
CONTRACTOR shall also specify the areas of materials that shall not be handled by
COMPANY‟s personnel in observance of the warranty.
10.7 CONTRACTOR represents and warrants that the provision and / or performance of
WORKS shall not be affected by the performance or functionality of any software,
imbedded software or hardware utilised in the provision of WORKS.
10.8 If CONTRACTOR fails to perform the WORKS or part thereof or make good the
defect or deficiency as required by COMPANY within the specified period after
delivery of written notice to CONTRACTOR by COMPANY, COMPANY shall be
entitled to have the WORKS or part thereof, or the defect or deficiency or part
thereof, as the case may be, carried out by its own personnel or by any other
contractor appointed by COMPANY. If the WORKS or part thereof, or the defect or
deficiency or part thereof, which should have been rectified by CONTRACTOR at its
own cost but was instead rectified by COMPANY or its contractor, COMPANY shall,
without prejudice to any other rights COMPANY may possess, be entitled to recover
from CONTRACTOR the total cost to COMPANY for such rectification WORKS as
debt due and payable by CONTRACTOR to COMPANY on demand: such costs may
be deducted from any payments otherwise due from COMPANY to CONTRACTOR
and COMPANY may also have recourse to Performance Guarantee under the
CONTRACT.
Page 29 of 95
ARTICLE 11 – OBLIGATIONS OF PARTIES

11.1 CONTRACTOR‟S OBLIGATIONS
11.1.1 CONTRACTOR shall promptly review the CONTRACT provided by
COMPANY and shall immediately bring to the attention of COMPANY all
items which in CONTRACTOR‟s opinion appear to be deficiencies,
omissions, contradictions or ambiguities in such information, data,
DRAWINGS and/or SPECIFICATIONS in accordance with
CONTRACTOR‟s responsibilities set forth in ARTICLE 3 -
RESPONSIBILITY OF CONTRACTOR TO INFORM ITSELF and ARTICLE
4 - RESPONSIBILITY OF CONTRACTOR TO INFORM COMPANY.
11.1.2 CONTRACTOR shall perform the WORKS in strict compliance with the
provisions of this CONTRACT including all Exhibits attached hereto and
shall comply with and adhere strictly to COMPANY's instructions and
directions on any matter concerning the WORKS including all plans,
programs, SPECIFICATIONS, schedules, and instructions provided or
made by COMPANY for carrying out the WORKS. The foregoing shall not
however be construed to exclude CONTRACTOR's duty to exercise
diligence and to perform the WORKS in accordance with the warranty set
forth in ARTICLE 10 - WARRANTY AND REPRESENTATIONS.
11.1.3 CONTRACTOR shall carry out all of its obligations under the CONTRACT
and shall execute the WORKS with all due care and diligence and with the
skill to be expected of a reputable contractor experienced in the types of
work to be carried out under the CONTRACT.
11.1.4 CONTRACTOR shall take full responsibility for the adequacy, stability and
safety of all operations and methods necessary for the performance of the
WORKS and shall comply with the provisions of EXHIBIT IX – HEALTH,
SAFETY & ENVIRONMENT (HSE) REQUIREMENTS.
11.1.5 CONTRACTOR shall furnish the equipment, materials, and supplies and
the necessary personnel required to perform the WORKS as specified in
the Exhibits.
11.1.6 During the progress of the WORKS performed hereunder, CONTRACTOR
shall ensure that its personnel keep the designated area of the WORK
SITE(s) clean and orderly at all times and shall dispose of trash and spoil as
instructed by COMPANY.
11.1.7 CONTRACTOR shall commence the WORKS as instructed by COMPANY.
11.1.8 CONTRACTOR Furnished Equipment, Materials, and Supplies

11.1.8.1 CONTRACTOR shall at its own cost furnish, install, maintain in
good working order and repair and replace where necessary
throughout the duration of this CONTRACT, relevant and
adequate equipment, materials and supplies for full and proper
performance of the WORKS, and shall carry all spare parts and
Page 30 of 95
supplies as required for maintenance and good working

condition of CONTRACTOR‟s EQUIPMENT.
11.1.8.2 CONTRACTOR shall ensure that all materials, tools, equipment
and other items used in the WORKS, whether purchased,
rented, or otherwise provided by CONTRACTOR, are properly
packed and equipped with proper and acceptable slings and
spreader bars, where required, and that all such materials, tools,
equipment and other items used in the WORKS are in a safe,
sound and good condition and capable of performing the
functions for which they are intended; and are properly stored
and protected against all weather elements that may be
detrimental to the eventual performance of the equipment if no
such protection is provided.
11.1.8.3 For equipment assigned to the offshore WORKS,
CONTRACTOR must indicate on the proforma invoice that is
submitted to COMPANY, at time of delivery of the equipment to
COMPANY‟s SUPPLY BASE, the description, the serial number
of the equipment, maintenance record, year of manufacture
and/or year of purchase, with documental support.
The proforma invoice must reach COMPANY‟s SUPPLY BASE
at least one day before the actual shipment. All items delivered
must be accompanied by CONTRACTOR's Delivery Order and
must be clearly tagged for easy identification.
11.1.8.4 If any tool or other item of equipment is, in the judgement of
COMPANY, unsafe or incapable of doing the functions for which
it is intended, CONTRACTOR shall repair or replace the same
with a safe and capable tool or item of equipment satisfactory to
COMPANY at CONTRACTOR's expense.
11.1.8.5 COMPANY shall have the right to inspect CONTRACTOR‟s
EQUIPMENT at any time to observe its condition. If COMPANY
notifies CONTRACTOR of any defects thereto, CONTRACTOR
shall take immediate steps to rectify the said defects at its own
cost. However, such inspection by COMPANY shall not imply
any acceptance of the condition of the said CONTRACTOR‟s
EQUIPMENT by COMPANY and CONTRACTOR shall not be
relieved of its obligations under this CONTRACT by any such
inspection.
11.1.8.6 CONTRACTOR shall keep and maintain up-to-date records of all
CONTRACTOR‟s EQUIPMENT reflecting their conditions and
quantity and shall make such records available to COMPANY
whenever requested.
11.1.8.7 CONTRACTOR agrees to visually inspect all COMPANY‟s
EQUIPMENT and materials furnished by COMPANY and shall
Page 31 of 95
report to COMPANY any apparent defects therein.

CONTRACTOR's use of such materials without so notifying
COMPANY shall be deemed to be conclusive evidence that such
materials are free from apparent defects. COMPANY‟s
EQUIPMENT shall be maintained in good condition and repaired
by CONTRACTOR utilising CONTRACTOR personnel provided
COMPANY shall, at its costs, provide all spare parts and
materials required to maintain or repair COMPANY‟s
EQUIPMENT.
11.1.8.8 COMPANY shall have the right to release any part or all of
CONTRACTOR‟s EQUIPMENT as specified in EXHIBIT I -
SCOPE OF WORKS at any time at COMPANY‟s option upon
giving CONTRACTOR advance notice, the said notice to be later
confirmed in writing.
CONTRACTOR shall promptly prepare for DEMOBILISATION of
whatever portion of CONTRACTOR‟s EQUIPMENT that is to be
released and shall assist COMPANY in the loading and
offloading of the said equipment. All payments to
CONTRACTOR for such released equipment shall terminate on
the dates the said equipment is delivered either to the
Demobilisation Site specified in EXHIBIT IV - ADMINISTRATIVE
PROCEDURES or to any other mutually agreed location, and is
made available to CONTRACTOR.
COMPANY shall have the right and option to re-engage such
released CONTRACTOR‟s EQUIPMENT as the same becomes
available for the WORKS under the terms and conditions herein
and at the rates specified in EXHIBIT III - SCHEDULE OF
COMPENSATION.
11.1.9 CONTRACTOR Personnel

11.1.9.1 CONTRACTOR shall provide the necessary personnel as
specified in EXHIBIT I - SCOPE OF WORKS and EXHIBIT V –
CONTRACTOR’S ORGANIZATIONAL CHART AND PROJECT
TEAM KEY PERSONNEL for commencement of the WORKS.
CONTRACTOR shall thereafter ensure that such key personnel
are continuously available throughout the duration of the
CONTRACT.
CONTRACTOR shall furnish at its sole expense any and all
visas and work permits or other permits required for its
personnel.
CONTRACTOR shall furnish additional personnel as COMPANY
may request in writing from time to time.
11.1.9.2 All CONTRACTOR‟s personnel directly involved in the
performance of the WORKS offshore shall have undergone the
Page 32 of 95
necessary basic safety training required by COMPANY's

approved training centre as listed in EXHIBIT IX – HEALTH,
SAFETY & ENVIRONMENT (HSE) REQUIREMENTS, and shall
possess a valid COMPANY's Offshore Safety Passport. All
related costs with respect to obtaining COMPANY‟s Safety
Passport for CONTRACTOR‟s personnel shall be at
CONTRACTOR's own expense.
11.1.9.3 Discipline
In the performance of the WORKS, CONTRACTOR shall
maintain strict discipline and good order among its employees
and SUB-CONTRACTOR's employees and shall not permit any
such persons to engage in any activities that might, in
COMPANY‟s opinion, be contrary or detrimental to the
performance of the WORKS or the interests of COMPANY.
11.1.9.4 Alcohol and Drug Use
a) CONTRACTOR is responsible to ensure that its
employees, agents, and SUB-CONTRACTOR(s) and its
servants comply with EXHIBIT IX – HEALTH, SAFETY &
ENVIRONMENT (HSE) REQUIREMENTS and shall not
use, be in possession or under the influence of any non-
prescribed drugs during the performance of the WORKS,
or cause any non-prescribed drugs to be carried into the
WORK SITE(s).
b) CONTRACTOR shall also ensure that its employees,
agents, SUB-CONTRACTOR(s), its servants and third
parties shall not use or be in possession of or distribute
or engage in the sale of alcohol or alcoholic beverages at
the WORK SITE(s).
c) Any of CONTRACTOR's personnel, employees, agents,
SUB-CONTRACTOR(s) and third parties deemed
incapable of performing his work or duties due to the
influence of alcohol, shall be refused entry into or
removed from the WORK SITE. CONTRACTOR shall
replace such person immediately in accordance with the
provisions herein contained. Any cost incurred in such
replacement shall be for CONTRACTOR's account.
11.1.9.5 Replacement of CONTRACTOR Personnel
a) CONTRACTOR shall employ on the WORKS only
competent and skilled personnel. Subject to all other
provisions of this Clause, CONTRACTOR shall ensure
that all such personnel continue in the functions and
responsibilities to which they are initially assigned for as
long as is necessary to achieve proper completion of the
WORKS. CONTRACTOR shall not change the
Page 33 of 95
personnel assigned to perform the WORKS without prior

APPROVAL from COMPANY in writing.
CONTRACTOR shall also take steps to ensure that in the
event of a replacement, the replacement personnel shall
be competent, skilled and familiar with the WORKS.
Such steps shall include the training of the nominated
new personnel to take-over the assigned duties at no
additional cost to COMPANY and shall arrange an
appropriate hand-over period for the replacement
personnel as accepted and APPROVED by COMPANY.
b) Without prejudice to any other rights or remedies
available to COMPANY under this CONTRACT or
otherwise in law, COMPANY shall be entitled to object
and require CONTRACTOR to remove from the WORKS
and/or replace any of CONTRACTOR‟s personnel who,
in the sole opinion of COMPANY, is deemed
incompetent, misconducts themself, is negligent in the
performance of his duties, and/or violates COMPANY's
alcohol and drug policy as stated in Clause 11.1.9.4
above and in EXHIBIT IX – HEALTH, SAFETY &
ENVIRONMENT (HSE) REQUIREMENTS, or is
otherwise considered to be undesirable, without providing
any reason whatsoever.
In such event, CONTRACTOR shall forthwith remove
such person from the WORKS and such person shall not
be re-employed in the WORKS again without the written
permission of COMPANY. CONTRACTOR shall
immediately replace, at CONTRACTOR's sole expense,
any discharged person with a suitably qualified and
experienced person acceptable to COMPANY.
In the event CONTRACTOR fails to comply with these
obligations, COMPANY shall have the option to terminate
this CONTRACT.
11.1.9.6 Language Requirement

CONTRACTOR shall ensure that the personnel provided
pursuant to this CONTRACT are competent in and have
adequate command of the English Language.
11.1.9.7 Personnel Policies
a) CONTRACTOR shall not recruit COMPANY personnel or
personnel of others performing services for COMPANY.
b) CONTRACTOR shall maintain good site housekeeping
and shall furnish, where applicable, to its personnel
appropriate personal safety equipment, including but not
limited to safety helmets, safety shoes, safety harness
Page 34 of 95
and eye and ear protection, as specified in EXHIBIT IX –

HEALTH, SAFETY & ENVIRONMENT (HSE)
REQUIREMENTS.
c) CONTRACTOR shall be responsible for maintaining and
enhancing the safety awareness of its personnel and
SUB-CONTRACTOR's personnel including arranging
safety meeting and emergency drills.
d) CONTRACTOR shall establish and have its own written
safety policy, safety rules and regulations for its
employees and the employees of any of its SUB-
CONTRACTORs and shall also acquaint COMPANY
REPRESENTATIVE with the same.
11.1.9.8 At all times, CONTRACTOR shall respond promptly and shall
accurately furnish to COMPANY information about the WORKS
as requested.
11.1.9.9 In the execution of the WORKS, no persons other than the
authorised employees or agents of CONTRACTOR and the
employees or agents of COMPANY, shall be allowed on the
WORK SITE without the written consent of COMPANY.
11.1.9.10 Before commencing any hazardous operations, CONTRACTOR
shall prepare any necessary work procedures, shall conduct a
job safety analysis and inspect the WORK SITE and equipment
involved to ensure that the WORKS shall be performed under
safe conditions acceptable to COMPANY. CONTRACTOR shall
verify that appropriate "Work Permits" or "Certificates" are
obtained and in place prior to initiating any hazardous work.
11.1.9.11 CONTRACTOR shall at no cost to COMPANY be responsible for
the medical welfare of its own and SUB-CONTRACTOR's
employees and shall take care of periodical medical
examinations, arrangements for medical attendance, treatment
or hospitalisation if and when necessary and shall arrange
suitable insurance coverage for such contingencies. In cases of
emergency, COMPANY may make or provide for, the necessary
emergency arrangements, the costs of which shall be
reimbursed to COMPANY by CONTRACTOR.
11.1.9.12 CONTRACTOR shall advise COMPANY immediately in writing
of any labour dispute or anticipated labour dispute which may be
expected to affect CONTRACTOR's performance of the
WORKS.
11.1.9.13 In addition to all legal and specific requirements stated herein,
CONTRACTOR and CONTRACTOR's agents, employees,
representatives and SUB-CONTRACTOR(s) whom are engaged
in the performance on the WORKS shall comply with, abide by
Page 35 of 95
and enforce at its sole expense any rules, regulations and

STANDARDS on safety, fire protection and security regulations
as set forth by COMPANY in its safety manuals, policies and
special instructions.
11.1.9.14 CONTRACTOR shall ensure that all its employees, agents,
vendors, suppliers and SUB-CONTRACTOR(s) comply with
COMPANY‟s rules, regulations, practices and requirements in
the area of COMPANY's operations. This shall not relieve
CONTRACTOR of its obligations as stipulated herein.
11.1.9.15 CONTRACTOR agrees that it shall not allocate its approved
personnel and other critical resources to any other contracts.
Otherwise, CONTRACTOR shall demonstrate to COMPANY‟s
satisfaction that allocation of these resources will not adversely
affect CONTRACTOR's ability to properly perform its obligations
under the CONTRACT.
CONTRACTOR further agrees that when allocating its
personnel, the said contracts, including the cumulative effect of
such contracts, shall not be given priority over the Scope of
WORKS.
11.1.9.16 For the duration of this CONTRACT, CONTRACTOR shall ensure
that employees shall not be recruited from:
a. among COMPANY‟s personnel who are involved or are
working with CONTRACTOR in CONTRACTOR's
performance of the WORKS; or
b. Personnel of others performing similar or related services for
COMPANY.
11.2 COMPANY‟S OBLIGATIONS

11.2.1 Government Authorities Permits
COMPANY may provide assistance to CONTRACTOR in securing
necessary permits or data from Malaysian government authorities and/or
agencies when required by this CONTRACT. However, failure by
COMPANY to obtain and provide such assistance shall not relieve
CONTRACTOR from the obligation to secure the same at its own costs.
CONTRACTOR shall be responsible to secure all necessary permits or data
from government authorities and/or agencies other than Malaysian
government when required by this CONTRACT.
11.2.2 The signing, countersigning or other endorsements of any DRAWINGS and
DOCUMENTS by COMPANY, its agents or employees shall not be
interpreted as implying that COMPANY, its agents or employees assume
the responsibility for the correctness of such documents and shall not
relieve CONTRACTOR of its obligations pursuant to Clause 11.1 –
Page 36 of 95
CONTRACTOR’S OBLIGATION to review all information, data,

DRAWINGS, documents and SPECIFICATIONS provided by COMPANY.
Page 37 of 95
ARTICLE 12 – ACTIONS ON BEHALF OF COMPANY

12.1 CONTRACTOR is an independent contractor and neither CONTRACTOR nor
CONTRACTOR‟s employees are deemed to be agents or employees of COMPANY.
CONTRACTOR shall take no action on behalf of COMPANY which would subject
COMPANY to liability or penalty under any laws, rules, regulations or decrees of any
relevant authority.
12.2 CONTRACTOR shall have no authority to and shall not make any statements,
representations or commitments of any kind or to take action which shall be binding
upon COMPANY, except as provided for herein or otherwise authorized in writing by
COMPANY.
12.3 CONTRACTOR shall notify COMPANY promptly upon discovery of any instance
where CONTRACTOR has not complied with the requirements of this Article and vice
versa.
12.4 The entire performance, operation, management, and control of CONTRACTOR's
EQUIPMENT shall be under the exclusive control and command of CONTRACTOR.
CONTRACTOR's primary purpose shall be to perform all acts necessary to execute
the WORKS consistent with safety, the requirements of the CONTRACT and good oil
and gas industry practice.
12.5 It shall be the sole exclusive duty of CONTRACTOR to determine at all times
whether the WORKS can be safely continued or undertaken. It shall be
CONTRACTOR‟s duty to inspect that all cargoes and items of equipment stored at
the WORK SITE and at CONTRACTOR‟s onshore base are secured in a proper
manner and that CONTRACTOR‟S EQUIPMENT is in all respects suitable to
undertake any contemplated operations under the existing conditions.
12.6 The presence of and the inspection and surveillance by COMPANY

REPRESENTATIVE shall not relieve CONTRACTOR from CONTRACTOR‟s
obligations and responsibilities hereunder.
Page 38 of 95
ARTICLE 13 – REPRESENTATIVES OF THE PARTIES

13.1 COMPANY REPRESENTATIVE
13.1.1 COMPANY REPRESENTATIVE is the person who shall be responsible for
and is duly authorized to receive and act on behalf of COMPANY on all
matters pursuant to the terms and conditions of this CONTRACT. COMPANY
REPRESENTATIVE shall have the authority to make the final decisions for
COMPANY on all questions or disputes involving the interpretation and
implementation of this CONTRACT.
13.1.2 COMPANY REPRESENTATIVE shall have the right to issue instructions with
respect to the CONTRACT, reject or disapprove any part of the WORKS,
which does not conform to this CONTRACT, and to decide on all matters or
questions which may arise relating to the performance of the WORKS and his
decision shall be final and conclusive.
13.1.3 COMPANY REPRESENTATIVE (or any of its authorized delegates) shall be
entitled to inspect the WORKS performed hereunder and to witness and to
check all related tests on the WORKS.
13.1.4 Notwithstanding the above, the presence of and the inspection by COMPANY
REPRESENTATIVE (or any of its authorized delegates) shall not relieve
CONTRACTOR from CONTRACTOR's obligations and duties and shall not
prejudice COMPANY's rights under this CONTRACT.
13.1.5 For avoidance of doubt, any other instructions issued by any personnel apart
from COMPANY REPRESENTATIVE shall have no effect whatsoever, until
and unless confirmed in writing by COMPANY REPRESENTATIVE.
13.2 CONTRACTOR REPRESENTATIVE

13.2.1 CONTRACTOR REPRESENTATIVE shall consult COMPANY
REPRESENTATIVE in delivery, planning and coordination of the WORKS. All
instruction(s) given by COMPANY REPRESENTATIVE consistent with the
provisions of this CONTRACT shall be deemed those of COMPANY's and
shall be complied with, by CONTRACTOR.
13.2.2 CONTRACTOR REPRESENTATIVE is the person who shall be responsible
for and is duly authorized to receive and act on behalf of CONTRACTOR on
all matters pursuant to the terms and conditions of this CONTRACT.
CONTRACTOR REPRESENTATIVE shall be responsible for and is duly
authorised to represent CONTRACTOR at all times during the progress of the
WORKS and to receive and to act on any request made by COMPANY in the
performance of the WORKS pursuant to the terms of this CONTRACT.
13.2.3 CONTRACTOR REPRESENTATIVE shall supervise, coordinate and ensure
compliance of all aspects of CONTRACTOR‟s obligations under this
CONTRACT.
13.3 Instructions and Notices
All instructions, notifications, agreements, authorizations, APPROVAL(s) and
acknowledgments issued by COMPANY REPRESENTATIVE shall be made in
writing, in accordance with ARTICLE 35 – NOTICES.
Page 39 of 95
ARTICLE 14 – LIENS AND CLAIMS

14.1 CONTRACTOR shall indemnify and hold COMPANY harmless from and shall keep
CONTRACTOR‟s EQUIPMENT, COMPANY‟s EQUIPMENT and the WORKS free of
all liens, claims, assessments, fines, and levies created, caused, or committed by
CONTRACTOR or its SUB-CONTRACTOR(s) and all costs, damages, and expenses
incidental thereto; including without limitation all court and arbitration costs, legal
fees, and other reasonable expenses. CONTRACTOR shall notify COMPANY of
such liens and/or claims.
14.2 COMPANY shall have the right to retain from any payment to be made under this
CONTRACT an amount sufficient to offset such liens and/or claims which
CONTRACTOR fails to discharge promptly until such lien and/or claim is proven to
be invalid or is satisfied, discharged, or settled.
14.3 Should there be any liens and/or claims after all payments hereunder have been
made, CONTRACTOR agrees to refund to COMPANY upon demand all monies that
COMPANY may be compelled to pay to discharge any such liens and/or claims in
consequence of CONTRACTOR's default including all costs and legal and
professional fees.
14.4 CONTRACTOR shall indemnify and hold COMPANY harmless from and against all
claims, demands, damages, losses, costs, proceedings, charges, and expenses
arising out of or incurred in connection with any claims or liens asserted by
CONTRACTOR's SUB-CONTRACTOR(s), vendors, suppliers, or any other liens and
claims arising out of the performance of this CONTRACT by CONTRACTOR.
14.5 At the completion of the WORKS hereunder and prior to COMPANY‟s issuance of
the NOTICE OF FINAL ACCEPTANCE of the WORKS or earlier termination of this
CONTRACT, COMPANY shall issue to CONTRACTOR a CONTRACT CLOSURE
LETTER requesting CONTRACTOR to provide a CONTRACT CLOSURE
CERTIFICATE as per format in the EXHIBIT IV - ADMINISTRATIVE
PROCEDURES. CONTRACTOR shall provide the CONTRACT CLOSURE
CERTIFICATE stating that all of CONTRACTOR's employees, SUB-
CONTRACTOR(s), vendors and suppliers have been paid in full, for WORKS done or
for equipment, materials and supplies furnished to, and all debts, taxes, liens,
privileges, claims, charges, and obligations arising out of the purchase or lease of
equipment, materials, supplies, and labour for use in the WORKS hereunder to the
date of such statements in connection with the performance of the WORKS have
been fully and finally paid. In the event of any dispute, CONTRACTOR shall post a
bond or any other form of security acceptable to COMPANY, to secure or insure
COMPANY against any such liens and/or claims.
Page 40 of 95
ARTICLE 15 – HEALTH, SAFETY AND ENVIRONMENT REQUIREMENTS

15.1 CONTRACTOR shall comply with all applicable Health, Safety and Environment
(“HSE”) laws and regulations pertaining to safety, health, environment protection and
fire protection, which are applicable to the location where the WORKS are being
carried out. CONTRACTOR shall also comply at all times with the requirements as
set forth by COMPANY in its Health, Safety and Environment Management System
(“HSEMS”), policies, operating standards, site HSE requirements, COMPANY Zero
Tolerance Rules (“ZeTo”) and any special instructions and all requirements stipulated
in this CONTRACT. These requirements are intended to supplement any laws and
regulations applicable at the location where the WORKS are being carried out.
CONTRACTOR shall take all necessary HSE control and recovery measures related
to or arising out of the performance of the CONTRACT in order to protect the
WORKS, the personnel, environment and property of COMPANY, CONTRACTOR,
SUB-CONTRACTOR(s), all third parties and public from the hazards and risks
associated with the planning and execution of the WORKS.
Notwithstanding the above, CONTRACTOR shall perform all obligations related to
the HSE requirements listed within EXHIBIT IX – HEALTH, SAFETY &
ENVIRONMENT (HSE) REQUIREMENTS.
15.2 HSE Recognition

CONTRACTOR shall work closely with COMPANY to develop the most appropriate
HSE recognition program for this CONTRACT. Such HSE recognition program shall
provide a structured means to periodically reward and recognize those personnel
who have contributed in making the WORK SITE a safe work place. HSE incentives
shall be based on merits, active participation, and the achievement of HSE
performance targets.
15.3 Default of CONTRACTOR
15.3.1 The failure of CONTRACTOR to comply with COMPANY‟s applicable Health,
Safety and Environment (HSE) requirements shall be deemed as a default by
CONTRACTOR and shall constitute a breach of the CONTRACT.
15.4 Right to Stop Work on HSE Ground

15.4.1 COMPANY shall have the right to prohibit commencement of the WORKS or
to stop any WORKS in progress on the ground of HSE ground if (without
limitation) materials, construction equipment, CONTRACTOR‟s personnel
(whether procured by CONTRACTOR from third parties or supplied by
CONTRACTOR) or work conditions are considered by COMPANY to be
unsafe or not in compliance with COMPANY‟s HSE rules and/or requirements
stipulated in EXHIBIT IX – HEALTH, SAFETY & ENVIRONMENT (HSE)
REQUIREMENTS.
15.4.2 In such event, CONTRACTOR shall without reservation remove the unsafe
materials, unsafe construction equipment, CONTRACTOR‟s personnel or
work conditions prior to seeking COMPANY‟s permission to resume or
commence the WORKS. Any costs incurred by CONTRACTOR as a result of
any delays or actions taken or required which arise in any way in connection
with this Article and/or the WORKS stoppage, shall be at CONTRACTOR‟s
sole expense and shall not entitle CONTRACTOR to any compensation
thereof.
Page 41 of 95
15.5 Right to Withhold Payment on the Ground of HSE Ground

15.5.1 In the event CONTRACTOR or CONTRACTOR‟s REPRESENTATIVES fail to
comply with any of the HSE requirements stipulated in EXHIBIT IX –
HEALTH, SAFETY & ENVIRONMENT (HSE) REQUIREMENTS, COMPANY
shall be entitled to withhold amounts from payments due to CONTRACTOR
under this CONTRACT until CONTRACTOR rectifies the non-compliance to
the satisfaction of COMPANY whereupon COMPANY shall immediately
release such sums withheld to CONTRACTOR (without any interest imposed
thereon).
15.5.2 In the event CONTRACTOR fails to take appropriate remedial action or
refuses to remedy or remove the causes for withholding such payments after
delivery of written notice to CONTRACTOR by COMPANY, COMPANY shall
be entitled to cause the same to be remedied or removed and may deduct the
costs including the expenses thereby incurred by COMPANY from any
amounts due or owing, or which may become due or owing, to
CONTRACTOR under the CONTRACT provided always that this provision
shall not affect any other rights or remedies to which COMPANY may be
entitled under the CONTRACT or at law or otherwise for the recovery of such
sums.
15.6 Consequence Management for HSE Non-Compliance

15.6.1 In case of HSE non-compliance committed by CONTRACTOR‟s personnel
which has been verified by COMPANY, consequence management shall be
applied to CONTRACTOR‟s personnel.
15.6.2 If HSE non-compliances are repeatedly committed by CONTRACTOR‟s
personnel, COMPANY shall have the right to terminate the CONTRACT in
accordance with the provisions of Article 21.2 and claim for any loss and/or
damages suffered by COMPANY as a result thereof.
15.6.3 If an incident of HSE non-compliance by CONTRACTOR occurs and results
in fatality or fatalities during execution of the WORKS, COMPANY shall have
the right to terminate the CONTRACT in accordance with the provisions of
Article 21.2 and COMPANY shall also have the right to call on the Bank
Guarantee pursuant to Article 9.1(a) of this CONTRACT to recover any loss,
claims or damages suffered by COMPANY as a result thereof.
15.6.4 The above provisions are without prejudice to any other rights and remedies
of COMPANY arising hereunder or by law or otherwise.
15.7 Safety Equipment
15.7.1 CONTRACTOR shall, where applicable, provide at its own expense adequate
first aid, fire-fighting, life saving, and other safety equipment of approved
types, capacity and amount as may be specified in connection with this
CONTRACT and shall maintain this equipment in a professional manner and,
where appropriate, re-certify the said safety equipment as dictated by legal
and industry STANDARDS.
15.7.2 CONTRACTOR shall keep up-to-date records of all said equipment, including
equipment location plans.
15.7.3 CONTRACTOR shall ensure that all cargo and items of equipment located at
WORK SITE and at CONTRACTOR's onshore base are stored in a proper
Page 42 of 95
and safe manner and that CONTRACTOR's equipment is in all respects fit
and suitable to undertake any operations.
15.7.4 CONTRACTOR shall also, at its own expense, be responsible for providing its
personnel with personal protective equipment as specified in EXHIBIT IX –
HEALTH, SAFETY & ENVIRONMENT (HSE) REQUIREMENTS.
15.8 CONTRACTOR shall have in place, prior to commencement of the WORKS, a

written HSE Manual and Emergency Response Manual duly endorsed by
CONTRACTOR's management and APPROVED by COMPANY. It is acknowledged
that these manuals may require amendment during the performance of the WORKS
but all such amendments shall be APPROVED by COMPANY in advance of the
commencement of any activity for which the said amendment was enacted.
15.9 CONTRACTOR shall ensure that all machineries, equipment, and tools are
maintained and operated by competent personnel who are fully trained and certified
to carry out the task. The said personnel shall be authorised in writing by
CONTRACTOR's management or certified by a reputable training establishment
acceptable to COMPANY as specified in EXHIBIT IX – HEALTH, SAFETY &
ENVIRONMENT (HSE) REQUIREMENTS as being competent to perform the job.
15.10 CONTRACTOR may suspend any part of the WORKS under this CONTRACT at any
time with COMPANY's prior APPROVAL because of dangerous weather or sea
conditions or other reasons relating to safety. Similarly, if requested to do so by
COMPANY in writing, CONTRACTOR shall immediately suspend all or a designated
part of the WORKS as may be requested by COMPANY because of dangerous
weather or sea conditions or other reasons relating to safety. In this event,
CONTRACTOR shall take all reasonable measures to protect all personnel, the
WORK SITE(s), COMPANY and CONTRACTOR‟s EQUIPMENT and their
components.
15.11 In addition to all legal and specific requirements stated herein and all applicable
legislative requirements where the WORKS are being executed, CONTRACTOR and
CONTRACTOR's agents, employees, representatives and SUB-CONTRACTOR(s)
who are engaged in the performance of the WORKS shall comply with, abide by and
enforce at its sole expense any rules, regulations, and standards on safety, health,
fire protection and environmental protection as set forth by PETRONAS and
COMPANY in its published safety manuals, policies and special instructions.
15.12 Before commencing any WORKS, COMPANY requires that CONTRACTOR inspect
the WORK SITE(s) and the equipment involved to ensure that the WORKS shall be
performed under safe conditions acceptance to COMPANY. These inspections must
be evidenced by "Work Permits" issued by COMPANY prior to initiating any such
WORKS. COMPANY REPRESENTATIVE or his designated representatives shall
have the right to prohibit commencement of WORKS or stop any WORKS in
progress if the equipment, personnel or WORKS conditions are considered to be
unsafe or not to be in compliance with COMPANY rules and regulations.
15.13 CONTRACTOR shall prohibit the consumption and/or possession of alcoholic

beverages or dangerous drugs at the WORK SITE.
15.14 CONTRACTOR shall prepare and execute an accident prevention programme to the
APPROVAL of COMPANY. At monthly intervals and at such lesser periods as is
determined by COMPANY, CONTRACTOR and COMPANY REPRESENTATIVE‟s or
Page 43 of 95
their designated delegates shall conduct safety inspections of the WORK SITE and
CONTRACTOR shall promptly conform to all recommendations made pursuant to
said inspections.
15.15 CONTRACTOR shall compile and maintain safety records and data pertaining to its
WORKS with COMPANY. These records shall be updated and submitted to
COMPANY REPRESENTATIVE as and when required.
15.16 CONTRACTOR shall be wholly responsible for the safety and safe working practices
of its employees, servants or agents, and all equipment, and shall be responsible for
the training of its employees, servants or agents on safety and safe working
practices. CONTRACTOR shall ensure that the personnel to be provided in the
performance of the WORKS are adequately trained in safety precautions and safe
working practices before they are involved in the WORKS and that they are
competent to undertake their required duties in a safe and efficient manner.
CONTRACTOR shall be responsible for maintaining and enhancing the safety
awareness among its personnel and SUB-CONTRACTOR's personnel, including
arranging regular safety meetings and emergency drills. Copies of minutes of
CONTRACTOR safety meetings shall be submitted to COMPANY within three (3)
working days of any such meeting.
15.17 All personnel assigned to WORK SITE shall be provided with approved safety
helmets, safety glasses, safety shoes and ear protections, by CONTRACTOR.
CONTRACTOR shall also provide to personnel assigned for special jobs with
approved life lines, life jackets/life vests, breathing equipment, welding helmets, and
all other protective equipment as necessitated by the WORKS and good industrial
safety practices. All such equipment shall be in good and serviceable condition. Any
such equipment deemed to be in unacceptable or unserviceable condition shall be
immediately replaced by CONTRACTOR.
15.18 CONTRACTOR shall allow COMPANY REPRESENTATIVE and/or its designated

third party personnel access at any time to conduct audit on CONTRACTOR
Personnel, records and any other matters related to the safety aspect of the WORKS
at the WORK SITE(s).
15.19 WORK SITE MEDICAL FACILITIES

15.19.1 CONTRACTOR shall provide proper medical facilities with sickbay and first
aid equipment including a standby Ambulance with a qualified medical
assistant at the WORK SITE. The standby Ambulance with a qualified
medical assistant shall always be available while WORKS are ongoing at
the WORK SITE.
15.19.2 CONTRACTOR shall, at its own expense, be responsible for the medical
welfare of its employees, agents and SUB-CONTRACTOR(s) and shall take
care of periodical medical examinations, arrangements for medical
attendance, treatment or hospitalization if and when necessary and shall
arrange suitable insurance coverage for such contingencies. In cases of
emergency, COMPANY may make or provide for, the necessary emergency
arrangements, the costs of which shall be reimbursed by CONTRACTOR to
COMPANY.
15.20 CONTRACTOR shall at CONTRACTOR's cost provide a certified Safety & Health
Officer (SHO) who shall be assigned at the WORK SITE, when required, during the
Page 44 of 95
performance of the WORKS in accordance with of EXHIBIT IX – HEALTH, SAFETY

& ENVIRONMENT (HSE) REQUIREMENTS. CONTRACTOR's certified SHO shall
be a person who is familiar with the safety aspects mentioned hereinbefore, including
the instructions, regulations and procedures provided by COMPANY.
Page 45 of 95
ARTICLE 16 – ACCEPTANCE OF WORKS

16.1 COMPANY shall have the right to monitor and review, from time to time,
CONTRACTOR‟s performance of the WORKS under this CONTRACT and
CONTRACTOR‟s compliance with its obligations hereunder.
16.2 All WORKS under this CONTRACT shall be performed in accordance with this
CONTRACT to the satisfaction of COMPANY REPRESENTATIVE, who shall, in all
cases, determine the amount, quality, acceptability and fitness of the WORKS.
16.3 Pursuant to this Article 16, COMPANY REPRESENTATIVE shall, decide on all
matters as to the performance and fulfilment of this CONTRACT and his decision
thereon shall be final and conclusive.
16.4 Notwithstanding the above, acceptance of the WORKS, or part thereof or

APPROVAL of CONTRACTOR's activities for the WORKS, or part thereof, or partial
payments made to CONTRACTOR shall not relieve CONTRACTOR of any of its
obligations and/or liabilities provided for under this CONTRACT. Such acceptance
shall not prejudice COMPANY‟s right to reject the WORKS, in whole or in part, if the
WORKS and/or goods subsequently are found to be not in accordance with this
CONTRACT including but not limited to, whether by reason of not being of the quality
or not in the quantity or measurement stipulated or being unfit for the purpose for
which they are required.
16.5 If CONTRACTOR fails to rectify the defective WORKS, COMPANY shall have the
right to rectify the defects and to claim from CONTRACTOR for any additional
expenses incurred without prejudice to any other rights which COMPANY may have
against CONTRACTOR under this CONTRACT or at law.
16.6 Mechanical Completion
16.6.1 As soon as the fabrication of WORKS passes CONTRACTOR‟s final
inspections and tests, CONTRACTOR shall give COMPANY written notice
that it considers the fabrication of the WORKS to be completed according to
the CONTRACT requirements. This notice shall specify the date that
CONTRACTOR considers to be the MECHANICAL COMPLETION DATE.
16.6.2 COMPANY shall perform such inspections and test of the fabrication scope of
WORKS, as it deems appropriate, and shall accordingly respond in writing to
CONTRACTOR whether to accept or reject the specified MECHANICAL
COMPLETION DATE. If COMPANY agrees that the fabrication scope of the
WORKS is complete, COMPANY shall issue the MECHANICAL
COMPLETION DATE NOTICE.
16.6.3 Otherwise, COMPANY shall issue a written response specifying the
deficiencies and incomplete items. In this case, CONTRACTOR shall remedy
the deficiencies and complete the items at its own cost and shall again give
COMPANY written notice that CONTRACTOR considers the fabrication of
scope of the WORKS to be completed.
16.6.4 If COMPANY REPRESENTATIVE rejects the rectified item or part thereof
during the re-inspection, then the procedure set forth above shall be repeated
until all the defect(s) are corrected.
16.6.5 Notwithstanding the above, COMPANY, at its discretion, may issue a
qualified MECHANICAL COMPLETION DATE NOTICE specifying the
Page 46 of 95
deficiencies and items to be remedied and completed at a later stage. The

qualified MECHANICAL COMPLETION DATE NOTICE shall signify
COMPANY‟s agreement that the fabrication scope of the WORKS is
substantially complete, subject to whatever qualifications may be stated in the
qualified MECHANICAL COMPLETION DATE NOTICE. COMPANY and
CONTRACTOR may mutually agree to apply this review procedure
selectively to parts of the scope of WORKS, in sequence, as the parts are
completed.
16.6.6 After COMPANY has issued a MECHANICAL COMPLETION DATE
NOTICE, CONTRACTOR shall deliver to COMPANY all DOCUMENTATION
as specified in EXHIBIT I - SCOPE OF WORKS.
16.7 Partial Turnover

16.7.1 During fabrication and/or execution of the WORKS, COMPANY shall have the
right to take possession of and use for any purpose any part of the WORKS
at any time. COMPANY shall notify CONTRACTOR of COMPANY‟s intention
to take possession of and use the said part of the WORKS. Such taking
possession or use shall be deemed to be COMPANY‟s acknowledgement of
turnover. However, it shall not relieve CONTRACTOR from its obligations to
complete all remaining items of the scope of WORKS.
16.8 Notice of Provisional Acceptance
16.8.1 As soon as the Offshore HOOK-UP and COMMISSIONING of the WORKS

passes CONTRACTOR‟s final inspections and tests, COMPANY shall have
right to inspect and verify the completed WORKS as per requirement in this
CONTRACT. CONTRACTOR shall give COMPANY written notice for
issuance of NOTICE OF PROVISIONAL ACCEPTANCE that it considers the
Offshore HOOK-UP and COMMISSIONING of the WORKS to be completed
according to the CONTRACT requirements. COMPANY shall perform such
inspections and tests of the Offshore HOOK-UP and COMMISSIONING of
the WORKS, as it deems appropriate upon receipt of CONTRACTOR‟s
written notice.
16.8.2 COMPANY shall issue to CONTRACTOR on the NOTICE OF PROVISIONAL
ACCEPTANCE signifying COMPANY‟s conditional acceptance of the scope
of WORKS or part thereof and COMPANY‟s agreement that the scope of
WORKS or part thereof have been installed and commissioned offshore, that
all known deficiencies qualified in the MECHANICAL COMPLETION DATE
NOTICE has been corrected or subject to whatsoever qualifications that may
be stated in the NOTICE OF PROVISIONAL ACCEPTANCE and whereupon
the warranty period shall commence.
16.8.3 The warranty period referred to in ARTICLE 10 – WARRANTY AND
REPRESENTATIONS hereof shall commence upon issuance of the NOTICE
OF PROVISIONAL ACCEPTANCE for the scope of WORKS or part thereof
and shall continue to be in force until 12 months thereafter.
16.8.4 Upon issuance of NOTICE OF PROVISIONAL ACCEPTANCE,
CONTRACTOR shall promptly return to COMPANY all COMPANY‟s supplied
materials and equipment not consumed in the completion of the WORKS in a
manner and condition satisfactory COMPANY, together with proper
identification and certification documents.
Page 47 of 95
16.8.5 Within thirty (30) days from the NOTICE OF PROVISIONAL ACCEPTANCE,
CONTRACTOR shall submit to COMPANY a WORKS CLOSURE
CERTIFICATE stating all outstanding items and billings under the
CONTRACT for COMPANY‟s APPROVAL. Such items shall include
outstanding billing or payment of CONTRACT PRICE, CHANGE ORDER,
reimbursable and other charges under the CONTRACT. COMPANY shall not
entertain CONTRACTOR's inclusion or amendment to the WORKS
CLOSURE CERTIFICATE which may arise beyond the date as described in
this Article. CONTRACTOR shall expeditiously resolve all outstanding
PUNCHLIST items, billings and any other obligations under the CONTRACT
to the satisfaction of COMPANY.
16.9 Notice of Final Acceptance

16.9.1 Within thirty (30) days from end of the Warranty period and after all repairs,
rectification, replacements and making good thereto have been carried out in
accordance with the CONTRACT, and all requirements of this CONTRACT
have been satisfactorily met, COMPANY shall issue a NOTICE OF FINAL
ACCEPTANCE to CONTRACTOR. However, prior to the issuance,
CONTRACTOR shall submit to COMPANY the CONTRACT CLOSURE
CERTIFICATE as referred to in ARTICLE 14 – LIENS AND CLAIMS.
16.10 Non-Performance or Defective Performance

16.10.1Where COMPANY has found the scope of WORKS or part thereof or any re-
work performed by CONTRACTOR not to have been performed in
accordance with the CONTRACT, including but not limited to replacement of
any defective materials and equipment, COMPANY shall have the right under
ARTICLE 32 – NON EXCLUSIVE AGREEMENT to engage a third party to
perform any part of the scope of WORKS which has not been performed or
re-performed in accordance with the CONTRACT.
16.10.2 Where COMPANY engages a third party to perform or re-perform any part of
the scope of WORKS, which has not been performed or re-performed by
CONTRACTOR in accordance with the CONTRACT, CONTRACTOR shall be
liable for any additional costs (including, without limitation, the total costs of
the performance or re-performance of the WORKS by the third party)
reasonably incurred by COMPANY as a direct result of the non-performance,
defective performance or re-performance of the WORKS by CONTRACTOR.
Page 48 of 95
ARTICLE 17 – DEFAULT OF CONTRACTOR

17.1 The occurrence of any of the following events shall be deemed a default by
CONTRACTOR under this CONTRACT:-
(a) Any attempted transfer, novation or assignment by CONTRACTOR under this
CONTRACT without the prior written APPROVAL of COMPANY; or
(b) The making by CONTRACTOR of an assignment for the benefits of creditors,
the filing by or against CONTRACTOR of a petition in bankruptcy or for
corporate re-organization, or the appointment of a receiver or trustee for
CONTRACTOR or the properties of CONTRACTOR; or
(c) The failure of CONTRACTOR to satisfy within thirty (30) days of its entry any
judgment upon which execution is possible or the attachment of any general
liens against the real or personal property of CONTRACTOR; or
(d) If CONTRACTOR is deemed by COMPANY as incompetent or has acted in a
manner prejudicial to COMPANY‟s best interest; or
(e) If CONTRACTOR has failed to perform the scope of WORKS or part thereof,
in a diligent, skillful and professional manner and in accordance with good
engineering practice as required herein, failed to comply with COMPANY‟s
safety or other rules or regulations, has produced sub-standard work, the
goods supplied are defective or failed to adhere to any of its duties and
obligations under this CONTRACT; or
(f) If CONTRACTOR failed to commence the scope of WORKS as directed by
COMPANY or suspends or abandons the performance of the scope of
WORKS; or
(g) If CONTRACTOR persistently neglects to carry out its obligations under this
CONTRACT; or
(h) The failure by CONTRACTOR to deliver the goods by the due date or failure
to make good/replace defective scope of WORKS/goods to COMPANY‟s
satisfaction; or
(i) The failure by CONTRACTOR and/or its SUB-CONTRACTOR(s) to maintain
a valid PETRONAS‟ license; or
(j) If CONTRACTOR has failed to comply with COMPANY‟s applicable Health,
Safety and Environmental (HSE) laws and regulations as per ARTICLE 15 -
HEALTH, SAFETY AND ENVIRONMENT REQUIREMENTS; or
(k) In the event of severed relationships between CONTRACTOR and its
principal and/or the Original Equipment Manufacturer (OEM); or
(l) If CONTRACTOR has failed to submit the requisite Performance Guarantees
and Insurance as per ARTICLE 9 – PERFORMANCE GUARANTEES and
ARTICLE 19 - INSURANCES herein.
(m) If CONTRACTOR has, in the opinion of COMPANY furnished false and/or
misleading records and/or has made a representation and/or warranty that
was incorrect at the time of communication to COMPANY.
(n) Failure to maintain any joint venture agreement with CONTRACTOR‟s
associate or partner which is executed prior to award of this CONTRACT (if
any).
Page 49 of 95
17.2 COMPANY shall notify CONTRACTOR in writing of any default and CONTRACTOR
shall within a period of seven (7) days (date of notice included), or any other period
deemed appropriate by COMPANY, commence and complete the appropriate
corrective actions.
17.3 In the event that CONTRACTOR fails to complete rectification of the default within
the notice period as per Article 17.2 hereinabove, COMPANY shall, without
prejudice to any other rights it may have, withhold any payments due to
CONTRACTOR as per ARTICLE 7 – INVOICING AND PAYMENTS, enforce the
Performance Guarantees as per ARTICLE 9 - PERFORMANCE GUARANTEES,
suspend the WORKS (full or partial) as per ARTICLE 20 – SUSPENSION OF
SCOPE OF WORKS and/or terminate the CONTRACT as per ARTICLE 21 -
TERMINATION herein.
Page 50 of 95
ARTICLE 18 – LIABILITIES AND INDEMNITIES

For the purposes of this Article, COMPANY GROUP shall mean PETRONAS and its
subsidiaries, COMPANY, its CO-VENTURERS, its and their respective AFFILIATES, its and
their respective directors, officers and employees.
18.1 Personnel of COMPANY GROUP
COMPANY shall be responsible for and shall protect, defend, indemnify and hold
harmless CONTRACTOR and SUB-CONTRACTOR(s) from and against any and all
claims, liabilities, costs, damages and expenses of every kind and nature, with
respect to injury or death or damage to or loss of property of any person employed by
COMPANY GROUP, howsoever arising.
18.2 Personnel of CONTRACTOR

CONTRACTOR shall be responsible for and shall protect, defend, indemnify and
hold harmless COMPANY GROUP from and against any and all claims, liabilities,
costs, damages and expenses of every kind and nature, with respect to injury or
death or damage to or loss of property of any person employed by CONTRACTOR
and/ or SUB-CONTRACTOR(s), howsoever arising.
18.3 Third Party

CONTRACTOR shall be responsible for and shall protect, defend, indemnify and
hold harmless COMPANY GROUP from and against any and all claims, liabilities,
costs, damages and expenses of every kind and nature, with respect to injury, illness
or death of, or damage to or loss of property of any third party, arising during and/or
as a result of the performance of this CONTRACT without regard to whether any act
or omission of COMPANY GROUP contributed to such injury, death or damage to or
loss of property. However CONTRACTOR shall not be held responsible nor be liable
to indemnify and hold COMPANY GROUP harmless for injury, death or property
damage caused by WILFUL MISCONDUCT of COMPANY GROUP.
CONTRACTOR's indemnity hereunder shall not exceed Ringgit Malaysia Four
Million (RM4,000,000) or equivalent value in other currency per occurrence.
18.4 COMPANY’s PROPERTY

CONTRACTOR shall be liable for and shall indemnify COMPANY GROUP against
any damage to or destruction or loss of property operated and/ or owned by
COMPANY arising during, and/or as a result of the performance of this CONTRACT,
without regard to whether any act or omission of COMPANY GROUP contributed to
the loss. CONTRACTOR's indemnity hereunder, shall not exceed Ringgit Malaysia
Six Million (RM6,000,000) or equivalent value in other currency per occurrence.
18.5 CONTRACTOR’s EQUIPMENT

18.5.1 CONTRACTOR shall assume the risk of, and shall be solely responsible for
and in this regard shall indemnify, defend and hold COMPANY harmless
against any claims arising out of all damage to and/or loss or destruction of
CONTRACTOR‟s EQUIPMENT and property and its SUB-CONTRACTOR(s)‟
Equipment and property, from any cause whatsoever, at all times during the
duration of this CONTRACT. In the event that any CONTRACTOR‟s
EQUIPMENT lost or damaged, affects the performance of the WORKS,
CONTRACTOR shall replace any lost or damaged CONTRACTOR‟s
Page 51 of 95
EQUIPMENT at CONTRACTOR's sole cost in the most expeditious manner

possible and at CONTRACTOR's sole expense.
18.6 Pollution
18.6.1 CONTRACTOR shall indemnify and hold harmless COMPANY from and
against such liability resulting from pollution or reimburse company for cost
incurred or payments made by COMPANY to control or clean up the pollutant
or to prevent the threat of pollution or as compensation for damage suffered
by others from any pollution arising from CONTRACTOR‟s performance of
the WORKS under this CONTRACT.
18.6.2 The indemnity addressed in Article 18.6.1 shall include all control and/or
cleanup costs, and/or claims related to any such pollution.
18.7 The indemnities given by CONTRACTOR shall not be reduced by reasons of any
omission of COMPANY REPRESENTATIVE in failing to supervise or control
CONTRACTOR's site operations or methods of working or to detect or prevent or
remedy defective completion of the WORKS or to ensure proper performance of any
other obligations of CONTRACTOR under this CONTRACT.
18.8 Unless provided for to the contrary elsewhere within this CONTRACT,
CONTRACTOR shall be solely responsible for the costs of all loss or damage caused
by the WILFUL MISCONDUCT / GROSS NEGLIGENCE of CONTRACTOR and/or
its SUB-CONTRACTOR(s).
18.9 CONTRACTOR shall notify COMPANY immediately of any incident, claims or

litigation which may come under the terms of the provisions of this Article.
18.10 Any exclusion or limitation of liability specified in this CONTRACT shall apply to
claims in Tort or otherwise at law in respect of matters covered by such exclusion or
limitation.
18.11 In no event shall either PARTY be liable to the other by way of indemnity nor by
reason of any breach of CONTRACT nor by reason of Tort, for any indirect, remote
or consequential losses of any kind, including but not limited to, loss of profit, loss of
earnings or for any financial or economic loss or damages whatsoever that may be
suffered by the other PARTY.
Page 52 of 95
ARTICLE 19 - INSURANCES
19.1 CONTRACTOR shall at its own cost and expense carry and maintain in full force
throughout the duration of this CONTRACT at least the following insurances with
insurance companies satisfactory to COMPANY. Nothing contained herein shall
serve in any way to limit or waive CONTRACTOR's liability under this CONTRACT.
The insurances to be carried by CONTRACTOR are as follows:-
(a) Workmen's Compensation and/or Employer's Liability Insurance and/ or
similar statutory social insurance as required by law at the WORK SITE(s)
where the scope of WORKS shall be performed and which may be applicable
covering all CONTRACTOR'S employees engaged in accomplishing the
scope of WORKS.
(b) Comprehensive General Liability or Third Party Liability or Public
Liability Insurance covering all operations hereunder against bodily injury,
death, loss of property or property damage to third parties with minimum limits
of Ringgit Malaysia Four Million (RM4,000,000) or equivalent value in other
currency for any one occurrence. Such insurance shall include contractual
liability coverage.
(c) “All Risks” Property Damage Insurance to cover the full replacement value
of CONTRACTOR's and/or its SUB-CONTRACTOR(s)‟ equipment, used,
owned, leased, chartered or hired by CONTRACTOR and/or its SUB-
CONTRACTOR(s) including, but not limited to losses occurring at the WORK
SITE and/or in transit to or from WORK SITE and/or between WORK SITE.
(d) All Risks (including War and Strikes Risks) Insurance covering all vessels
and waterborne crafts (whether navigable or not) and equipment, including
but not limited to hull and machinery owned, leased, chartered or hired by
CONTRACTOR for the replacement value thereof as and when declared by
CONTRACTOR and providing coverage against losses and damages by such
perils and risks equivalent to those set forth in:-
i) The Institute Time Clauses (Hull) dated 1st October 1983 or as may
be revised;
ii) The Institute Time Clauses - Port Risk, dated 13th October 1959 or as
may be revised;
iii) The Institute of War and Strikes Clauses Hulls - Time dated 1st
October 1977 or as may be revised;
and or such other relevant Institute clauses as may be agreed and
APPROVED by COMPANY in writing.Such insurance shall take effect from
the mobilization of any waterborne craft until the completion of the WORKS
(e) Protection and Indemnity Insurance and/or Marine Liability Insurance,
for owned, non-owned or hired waterborne craft covering CONTRACTOR's
liabilities including but not limited to crew, pollution, wreck and contractual
liability arising from the use and/or operation of the said craft for an amount of
at least Ringgit Malaysia Six Million (RM6,000,000) or equivalent value in
other currency or the value of the said craft whichever is higher. Such
insurance shall take effect from the mobilisation of any waterborne craft until
completion of the WORKS.
Page 53 of 95
(f) Motor Vehicles Liability Insurance for owned, non-owned, and hired
automobiles covering the use of such vehicles in accordance with the Road
Transport Act,1997 or according to applicable law.
CONTRACTOR shall cause COMPANY, AFFILIATES, and their respective
agents, consultants, officers and employees to be included as an additional
assured and covered by the insurances as stipulated in Article 19.1(b) and
Article 19.1(e) with respect to the operations conducted under this
CONTRACT but only to the extent of the liabilities expressly assumed by
CONTRACTOR in the CONTRACT. All other insurance where COMPANY,
subsidiaries, AFFILIATES, consultants and their respective agents, officers
and employees are not named as additional assured, CONTRACTOR shall
include a waiver of all expressed or implied rights of subrogation against such
Parties and their respective employees, servants and agents but only to the
extent of the liabilities expressly assumed by CONTRACTOR in the
CONTRACT.CONTRACTOR shall further cause the insurance as stipulated
in Article 19.1(b) and Article 19.1(e) herein to contain a "severability-of-
interests" (Cross Liability) Clause providing that in the event of one insured
Party incurring liability to any of the other insured Parties, the insurance shall
apply for the benefit of the insured Party against whom claim is or may be
made in the same manner as if separate policies had been issued to each
Party but only to the extent of the liabilities expressly assumed by
CONTRACTOR in the CONTRACT.
19.2 Without limiting or waiving CONTRACTOR‟s responsibility under the CONTRACT,

COMPANY shall at its own expense, procure and maintain in full force the following
insurance:-
(a) Builders All Risks and Transportation Insurance against “all risks” of
physical loss or damage to the WORKS including equipment, materials and
structures supplied to or provided by CONTRACTOR, in transit and/or at the
WORK SITE and which are to be incorporated into the WORKS except
fabrication tools, equipment and other property belonging to or rented by
CONTRACTOR or its SUB-CONTRACTOR(s). The deductible amount for
this insurance shall be as follows:
(i) Ringgit Malaysia Ten Million (RM 10,000,000) or equivalent value in
other currency for any pipelaying works and/or installation of subsea
equipment works at water depth more than 200 meters; and/or
(ii) Ringgit Malaysia Six Million (RM 6,000,000) or equivalent value in
other currency for any pipelaying works at water depth less than 200
meters; and/or
(ii) Ringgit Malaysia Four Million (RM4,000,000) or equivalent value in
other currency for other type of works not described above
(b) Comprehensive General Liability Insurance providing coverage for an
amount not exceeding Ringgit Malaysia Seventy Five Million
(RM75,000,000) or equivalent value in other currency for any one occurrence
in respect of third party claims. This insurance, however, shall only apply
over and above the limits carried by CONTRACTOR as specified under
Articles 19.1 (b) & Article 19.1 (e).
COMPANY shall include CONTRACTOR and its SUB-CONTRACTOR(s) as
additional assured under the foregoing insurances and shall cause the
insurers thereof to waive all express or implied rights of subrogation against
Page 54 of 95
such parties, their respective employees, servants and agents. Insurance

under ARTICLE 19 shall also include a “severability-of-interest” (Cross
Liability) clause.
19.3 All deductibles applicable to the insurances stipulated in Article 19.2 herein and
resulting from any act or omission of CONTRACTOR and its SUB-CONTRACTORs,
representatives and agents shall be for the account of and be paid by
CONTRACTOR. Any losses as a result of any breach of conditions and/or
warranties contained in such policies of insurance and all costs of replacement or
reinstatement thereof including increased premiums resulting therefrom shall also be
for the account of CONTRACTOR.
CONTRACTOR shall carry and maintain any other insurance which may be relevant
and/or necessary and/or as may be required by any law(s) to which CONTRACTOR
and/or SUB-CONTRACTOR(s) are subjected to or as instructed by COMPANY.
19.4 (a) To the extent of indemnities given by CONTRACTOR herein, CONTRACTOR

shall cause COMPANY and its CO-VENTURERS, their parent companies,
and employees to be included as additional assured and to be covered by
insurance(s) as stipulated in Article 19.1(b) with respect to operations
conducted under this CONTRACT. CONTRACTOR shall further cause the
insurance policy as stipulated in Article 19.1(b) herein to contain a
"Severability of Interests" (Cross Liability) Clause providing that in the event
of one insured PARTY incurring liability to any of the other insured PARTIES,
the insurance shall apply for the benefit of the PARTY against whom claim is
or may be made in the same manner as if separate policies had been issued
to each insured PARTY.
(b) Where COMPANY and its CO-VENTURERS, their parent companies,

and employees are not named as additional assured in the insurance(s) as
stipulated in Article 19.1(b), CONTRACTOR shall cause the insurers thereof
to waive all express or implied rights of subrogation against such PARTIES
and their respective employees, servants and agents.
19.5 All deductibles, exceptions, and exclusions applicable to the foregoing insurances
shall be for the account of and be paid by CONTRACTOR. Any breach of conditions
and/or warranties contained in such policies of insurances shall also be for the
account of CONTRACTOR.
19.6 CONTRACTOR shall fully indemnify COMPANY against all and any loss or damage
arising out of any failure to effect or maintain such insurances specified by this
CONTRACT or out of any act or omission which invalidates the said insurances.
19.7 Unless otherwise APPROVED by COMPANY, CONTRACTOR shall within fourteen

(14) days of the award of this CONTRACT (date of award inclusive) furnish to
COMPANY certified copies of certificates of insurance(s) provided for in Article 19.1
hereof, including evidence of premiums payments thereof. No insurance shall be
materially changed or cancelled during this CONTRACT duration without prior written
APPROVAL of COMPANY. CONTRACTOR shall cause the insurer to endorse such
policies of insurance to provide COMPANY with not less than thirty (30) calendar
days of cancellation or material change thereof. Any renewal and/or extension
Page 55 of 95
certificates and/ or documents shall be furnished to COMPANY within fourteen (14)

days from the date of renewal and/ or extension.
If requested by COMPANY, CONTRACTOR shall permit COMPANY to examine
copies of its and its SUB-CONTRACTOR(s)‟ insurance policies and premium
receipts.
19.8 The furnishing of certificates of insurance(s) shall not be interpreted as implying

endorsement by COMPANY or that COMPANY assumes responsibility for the
accuracy and adequacy of such documents or that CONTRACTOR has complied
with its other obligation contained in the CONTRACT.
19.9 Should CONTRACTOR at any time neglect or refuse to provide or renew any
insurance(s) required herein, or should any insurance(s) be cancelled, COMPANY
shall upon notification to CONTRACTOR have the right to procure such insurance
and, in such event, any sum so paid by COMPANY shall immediately become due
and payable to COMPANY by CONTRACTOR or COMPANY shall be entitled to
deduct such sums from any monies due or which may become due to
CONTRACTOR in addition to any other remedies COMPANY may have under this
CONTRACT.
19.10 CONTRACTOR shall notify COMPANY immediately upon receipt of any notice of
claims, incidents, or demands or of any situation which may give rise to such claims
or demands being made under the said insurance(s) policies. Written notice shall be
given no later than two (2) days after the occurrence of any accident (day of
occurrence inclusive). However, for serious accidents (including but not limited to
death or serious injuries) notice shall be given immediately and must be confirmed in
writing.
19.11 CONTRACTOR shall ensure that its SUB-CONTRACTOR(s) maintain similar

insurance coverage as specified herein and that its SUB-CONTRACTOR(s) similarly
indemnify and hold COMPANY harmless against all costs, claims, and demands.
Any deficiencies in the coverage or policy limits of SUB-CONTRACTOR(s)‟ insurance
shall be for the sole responsibility of CONTRACTOR.
19.12 COMPANY shall bear no financial liability attributable to deficient insurance coverage
by CONTRACTOR.
Page 56 of 95
ARTICLE 20 – SUSPENSION OF WORKS

20.1 COMPANY shall have the right to suspend this CONTRACT for the following
reasons:
(a) a Force Majeure occurrence as per ARTICLE 24 - FORCE MAJEURE herein;
(b) upon the occurrence of CONTRACTOR‟s default as per ARTICLE 17 –
DEFAULT OF CONTRACTOR herein; or
(c) For any other operational reason as deemed fit by COMPANY.
Except for suspension under Article 20.1(a) hereinabove, any period of suspension
shall not result in any prolongation of time.
20.2 In the event that COMPANY suspends all or part of the remaining WORKS under
Article 20.1 hereinabove, COMPANY shall give CONTRACTOR at least three (3)
days prior written notice specifying the effective date of the suspension, including
where possible, the anticipated period of suspension.
20.3 Upon receipt of the notice of suspension as per Article 20.2 hereinabove,
CONTRACTOR shall perform the following on the effective date of suspension:
(a) cease performance of the said suspended part of the WORKS;
(b) continue to perform the WORKS which are not affected by such suspension;
and
(c) remove CONTRACTOR‟s personnel and item(s) not required during such
suspension.
20.4 Neither COMPANY nor CONTRACTOR shall be liable to the other PARTY for loss of
anticipated profits or consequential loss sustained on account of any suspension of
the WORKS or part thereof.
20.5 COMPANY may, at any time, authorize resumption of all or any part of the
suspended WORKS by giving notice to CONTRACTOR specifying the WORKS to be
resumed and the effective date of withdrawal of suspension. Upon receipt of such
instruction, CONTRACTOR shall resume the WORKS. Notwithstanding, the
aforementioned, either PARTY may request for a joint examination to the scope of
WORKS affected by such suspension. CONTRACTOR shall resume the WORKS
within ten (10) calendar days after receipt of such notice, where applicable.
20.6 CONTRACTOR shall take all actions necessary to maintain and safeguard the
suspended WORKS including WORKS already in progress, materials, DRAWINGS,
documents, equipment and supplies in transit and at the WORK SITE against any
deterioration, loss or damage and to minimise all costs to COMPANY and
CONTRACTOR resulting from such suspension.
20.7 CONTRACTOR shall comply with COMPANY‟s instructions with respect to all
activities in connection with any suspension of the scope of WORKS or part thereof.
Compensation for suspension shall only be limited to actual and reasonable
expenses for the purpose of maintaining and safeguarding the scope of WORKS
during the period of suspension. CONTRACTOR shall not be compensated for
expenses that resulted from suspension of WORKS due to safety, health, fire
protection and environmental protection and security regulation reasons.
Page 57 of 95
ARTICLE 21 – TERMINATION
21.1 Termination Without Cause
COMPANY may at any time, terminate without cause this CONTRACT by giving
thirty (30) days prior written notice to CONTRACTOR that COMPANY intends to
terminate this CONTRACT, specifying this CONTRACT to be terminated and the
effective date of termination.
21.2 Termination With Cause

Subject to the provision provided under ARTICLE 17 - DEFAULT OF
CONTRACTOR herein, COMPANY shall have the right to terminate this CONTRACT
by giving thirty (30) days written notice to CONTRACTOR, specifying this
CONTRACT to be terminated and the effective date of termination.
21.3 Upon receipt of notice of termination from COMPANY, CONTRACTOR shall forthwith
perform all necessary preparatory works to exit the CONTRACT.
21.4 Upon the effective date of termination, CONTRACTOR shall ensure the following:
(a) that the WORKS has been completely stopped; and
(b) all CONTRACTOR‟s EQUIPMENT and CONTRACTOR‟s personnel are
completely removed and demobilized from the WORK SITE(s).
Note: In the event COMPANY terminates any part of the WORKS With or Without
Cause, CONTRACTOR shall stop performance of the said portion of the
terminated WORKS on the effective date of termination as stipulated by
COMPANY.
21.5 Additional Requirements for Termination With Cause only

- COMPANY shall retain all amounts, which are then due and payable to
CONTRACTOR plus reimbursement due to CONTRACTOR for its
reasonable and auditable costs incurred in the performance of the
WORKS but only to the extent, such WORKS are authorised in advance
by COMPANY. These costs shall be referred to herein as the “Retained
Amount”.
- If the cost to COMPANY for completing the WORKS is less than the
unearned balance of the CONTRACT PRICE, COMPANY shall pay the
Retained Amount to CONTRACTOR. The unearned balance in this
context is calculated by deducting all the paid invoices and Retained
Amount from the CONTRACT PRICE.
- If the cost to COMPANY for completing the WORKS is greater than the
unearned balance of the CONTRACT PRICE and is less than the
Retained Amount, then COMPANY shall deduct the difference from the
Retained Amount due to CONTRACTOR.
- If such difference is greater than the Retained Amount due to
CONTRACTOR, CONTRACTOR shall pay to COMPANY such
difference less the Retained Amount due to CONTRACTOR.
Notwithstanding, COMPANY shall be entitled to recover the amount
due, including any costs involved from the Bank Guarantee.
Page 58 of 95
21.6 CONTRACTOR may give notice to COMPANY to terminate the part of the WORKS
suspended pursuant to ARTICLE 20 - SUSPENSION OF WORKS, provided ninety
(90) calendar days have elapsed since the effective date of the said suspension and
provided COMPANY has not given notice to CONTRACTOR within the said period to
resume the scope of WORKS so suspended. CONTRACTOR shall then have the
right to terminate the said suspended part of scope of WORKS if ten (10) calendar
days have elapsed after receipt by COMPANY of the said notice without COMPANY
giving notice to CONTRACTOR to resume the said suspended part of the scope of
WORKS pursuant to ARTICLE 20 - SUSPENSION OF WORKS.
21.7 If either CONTRACTOR or COMPANY terminates any part of the WORKS in

accordance with the provisions herein, CONTRACTOR shall execute and deliver to
COMPANY all documents required by COMPANY with respect to the said part of the
WORKS.
21.8 For the part of the WORKS terminated, the applicable provisions of the CONTRACT
shall continue in full force and effect as to all the WORKS performed prior to the
effective date of termination. For the remainder part of the WORKS, the CONTRACT
shall remain in full force and effect.
21.9 If this CONTRACT, the WORKS or any part of the WORKS are suspended or
terminated and if COMPANY so requests, CONTRACTOR shall immediately make
every reasonable effort to procure cancellation of existing SUB-CONTRACT(s),
purchase orders or other obligations entered into by CONTRACTOR with SUB-
CONTRACTOR(s), suppliers or others for the performance of the WORKS upon
terms satisfactory to COMPANY.
21.10 COMPANY may direct CONTRACTOR to execute and deliver to COMPANY all
documents related to the CONTRACT as required by COMPANY and to take all
steps necessary to fully vest in COMPANY the rights and benefits of CONTRACTOR
under existing SUB-CONTRACT(s) or other obligations with SUB-CONTRACTOR(s),
suppliers and others. In addition, CONTRACTOR shall do whatever is necessary to
preserve and protect the scope of WORKS already in progress, to protect materials,
DRAWINGS, documents, equipment and supplies in transit or at the WORK SITE
and to minimise all costs to COMPANY and CONTRACTOR resulting from such
termination. In the event CONTRACTOR fails to comply with the aforesaid,
COMPANY may take the necessary corrective actions and may at its sole discretion
deduct the costs of any such corrective actions from any monies due to
CONTRACTOR without prejudice to any other rights that it may possess.
21.11 If in the performance of this CONTRACT, CONTRACTOR causes the CONTRACT to

be terminated, COMPANY shall have the right hereafter to enforce the Bank
Guarantee and/or Performance Guarantee.
21.12 CONTRACTOR shall, within thirty (30) days from the effective date of termination,
submit its final invoice for the following:
(a) all amounts incurred for the scope of WORKS performed up to the date of
termination; and
(b) all auditable expenses resulting directly from the termination to the extent it is
authorized in advance by COMPANY.
Page 59 of 95
21.13 In the event of termination hereunder, the PARTIES shall each be released and
discharged from any claims by one against the other in connection with the
termination. Neither PARTY shall be liable to the other for loss of anticipated profits
sustained on account of such termination.
21.14 In addition to COMPANY‟s right to terminate as may be provided herein, COMPANY

shall be entitled to terminate this CONTRACT pursuant to ARTICLE 24 – FORCE
MAJEURE. Except for any rights and obligations accrued prior to the Force Majeure
event, all rights and obligations of the PARTIES herein shall forthwith cease and
neither PARTY shall have any ensuing claim, rights nor liabilities against the other
PARTY resulting from such termination.
Page 60 of 95
ARTICLE 22 – AUDIT
22.1 COMPANY shall have the right of access to and audit of all CONTRACTOR's and its
SUB-CONTRACTOR(s)‟ documents and records related to this CONTRACT. Such
right and documents and records shall remain in force and be retained for a period of
not less than six (6) years after the issuance of the NOTICE OF FINAL
ACCEPTANCE of the WORKS or any termination thereof.
22.2 CONTRACTOR shall ensure that the provisions of this Article 22 are included in all
SUB-CONTRACT(s) it may enter into with its SUB-CONTRACTOR(s) and
AFFILIATES and suppliers who shall supply any of the labour, equipment, materials
or services to be provided under this CONTRACT.
22.3 From the EFFECTIVE DATE of this CONTRACT and within the time period
mentioned in Article 22.1, COMPANY shall have the right, during regular scheduled
business hours, to inspect and audit the accounts including gift and entertainment
records of CONTRACTOR, its SUB-CONTRACTOR(s) and AFFILIATES, which are
deemed to be directly pertinent to the correctness of any invoice presented for
payment for the performance of this CONTRACT, and are in compliance to the
CONTRACT terms and conditions. COMPANY shall have the right to reproduce any
such documents which have been inspected. Such audit may also cover the
application of CONTRACTOR's rates in determining the value of WORKS performed.
22.4 COMPANY's claims for omissions, corrections or errors in charges and credits for
COMPANY's account and over-payments of amount billed by CONTRACTOR and
others noted above may be presented at any time during the course of the WORKS
and before expiration of six (6) years after COMPANY‟s issuance of the NOTICE OF
FINAL ACCEPTANCE of the WORKS or termination of the CONTRACT. A written
response to COMPANY's claim for omissions, corrections or errors in charges, and
credits for COMPANY's account shall be made by CONTRACTOR as soon as
practicable, and in no event, later than thirty (30) working days from the date of such
claims.
Page 61 of 95
ARTICLE 23 – CHANGES
23.1 Changes to the CONTRACT may be required during the CONTRACT duration
(including extension(s) to the SCHEDULE OF WORKS) should be handled
expeditiously and effectively by the PARTIES hereto. Such changes may include,
but are not limited to amendments, additions, deletions, substitutions, alterations and
modifications.
23.2 COMPANY shall have the right, at any time, to make any change but such change
shall in no way affect the rights or obligations of the PARTIES hereto except as
provided in a written CHANGE ORDER.
23.3 Either PARTY may request for a CHANGE ORDER, wherein it shall advise the other
PARTY of the said requirement. For avoidance of doubt, COMPANY retains the right
to decide on the requested CHANGE ORDER.
23.4 If COMPANY desires changes to the scope of WORKS, COMPANY may issue a
Field Instruction to CONTRACTOR specifying the required action to be taken by
CONTRACTOR. CONTRACTOR shall be obligated to carry out the changes.
CONTRACTOR shall submit a Change Order proposal to COMPANY within fourteen
(14) days or the time stipulated in the Field Instruction. The terms and conditions set
out in the Change Order Proposal shall include, but not be limited to price, method of
payment, earliest commencement date, and any other information deemed
necessary. These changes will be priced on the basis of EXHIBIT III - SCHEDULE
OF COMPENSATION. COMPANY shall have the right to specify which price
schedule in of EXHIBIT III - SCHEDULE OF COMPENSATION shall apply to any
requested change.
23.5 Except as provided in Article 23.6 below, CONTRACTOR shall not proceed with any
change prior to receipt of a CHANGE ORDER.
23.6 When and if COMPANY approves the Change Order Proposal, COMPANY shall
issue to CONTRACTOR a written CHANGE ORDER, as per EXHIBIT IV –
23.7 No adjustment to the SCHEDULED MECHANICAL COMPLETION DATE or

CONTRACT PRICE shall be made pursuant to this CONTRACT, except by the
issuance of a CHANGE ORDER by COMPANY. The CHANGE ORDER shall set
forth the change in the scope of WORKS, whether increase or decrease, and the
corresponding adjustment to the CONTRACT PRICE, or SCHEDULED
MECHANICAL COMPLETION of this CONTRACT, and shall set forth the basis on
which CONTRACTOR or COMPANY shall be compensated for the change.
23.8 If CONTRACTOR believes that any act or omission of COMPANY, such as any delay
of COMPANY supplied materials, affects or shall affect the cost of or time required
for the scope of WORKS, then CONTRACTOR shall promptly give written notice to
that effect before proceeding with the part of the scope of WORKS in question.
COMPANY shall not necessarily be bound by such notice, and in no event shall
COMPANY be obligated to adjust the SCHEDULED MECHANICAL COMPLETION
DATE for this CONTRACT, or CONTRACT PRICE if CONTRACTOR proceeds with
that part of the WORKS in question before giving notice to COMPANY in accordance
with this Article.
Page 62 of 95
23.9 CONTRACTOR on its own initiative and for good reason may submit a Field
Instruction Request to COMPANY regarding a change in the WORKS or an
adjustment to the SCHEDULED MECHANICAL COMPLETION DATE for this
CONTRACT or CONTRACT PRICE. Good reason would include such purposes as
suggesting a technical change in the CONTRACT to improve the scope of WORKS
or asking for an adjustment to and the SCHEDULED MECHANICAL COMPLETION
DATE, because of Force Majeure. COMPANY shall be under no obligation to issue
such a Field Instruction, but may do so on its own discretion. The acceptance or
rejection of the said Field Instruction Request shall not in any way relieve
CONTRACTOR of its obligations in the execution of the scope of WORKS in
accordance with the terms of this CONTRACT.
23.10 Adjustments to the SCHEDULED MECHANICAL COMPLETION DATE are not

subject to re-negotiation, and such adjustments shall be deemed to include all
cumulative effects of current and previously issued CHANGE ORDER(s).
23.11 Field Instruction and CHANGE ORDERs shall be handled in accordance with the
procedures set out in EXHIBIT IV - ADMINISTRATIVE PROCEDURES.
Page 63 of 95
ARTICLE 24 – FORCE MAJEURE

24.1 An event of Force Majeure is an event beyond the control of both or either of the
PARTIES. Events falling within Force Majeure shall include but are not limited to acts
of God or force of nature, landslide, lightning, earthquake, flood, fire, explosion, storm
or storm warning, tidal wave, tsunami, typhoon, shipwreck and perils to navigation,
act of war (declared or undeclared) or foreign enemy, strike (excluding strikes,
lockouts or other industrial disputes or action solely amongst employees of
CONTRACTOR or its SUB-CONTRACTOR(s), act or omission of sovereign or those
purporting to represent sovereign states, blockade, embargo, quarantine, public
disorder, sabotage, accident, terrorism, declaration of state of emergency, nuclear
explosion, expropriation, moratorium, radioactive or chemical contamination or coup
de tat or any events beyond the control of the PARTIES or either of them.
24.2 Force Majeure shall exclude the following events:-

(a) late delivery of materials and equipment caused by congestion at
CONTRACTOR‟s plant or elsewhere, an oversold condition of the market,
inefficiencies, or similar occurrences; or
(b) late performance by CONTRACTOR and/or its SUB-CONTRACTOR(s)
caused by unavailability of equipment, supervisors, or labour, inefficiencies or
similar occurrences; or
(c) mechanical breakdown of any item of CONTRACTOR‟s EQUIPMENT or its
SUB-CONTRACTOR(s)‟ equipment, plant, or machinery; or
(d) financial distress of CONTRACTOR or its SUB-CONTRACTOR(s).
24.3 In the event of Force Majeure, neither the failure nor omission of COMPANY or
CONTRACTOR to perform their obligations under this CONTRACT shall be treated
as failure or omission to comply with this CONTRACT.
24.4 Upon the occurrence of any Force Majeure event, the PARTY so affected in the
discharge of its obligation shall as soon as reasonably practicable give written notice
of such event to the other PARTY. For avoidance of doubt, any declaration of Force
Majeure shall be within the exclusive discretion of COMPANY, if in the opinion of
COMPANY, CONTRACTOR is prevented from performing its obligations under this
CONTRACT.
24.5 The affected PARTY shall make every reasonable effort to remove or remedy the
cause of such Force Majeure and mitigate its effects as quickly as may be possible.
24.6 If either PARTY considers the event of Force Majeure to be of such severity or that
the Force Majeure eventhad continued for a period of thirty (30) days that it
effectively frustrates the original intention of this CONTRACT, then COMPANY may
suspend the CONTRACT as per ARTICLE 20 - SUSPENSION OF SCOPE OF
WORKS or the PARTIES may agree that this CONTRACT is terminated with cause
as per ARTICLE 21.7.
24.7 In the event of Force Majeure, CONTRACTOR shall not be entitled to any
compensation for suspension caused by Force Majeure.
Page 64 of 95
24.8 For avoidance of doubt, any delay or failure in performance by either PARTY herein
shall not constitute a default hereunder or give rise to any claims for damages or loss
of anticipated profits.
Page 65 of 95
ARTICLE 25 – CONFLICT OF INTEREST

25.1 CONTRACTOR shall exercise care and diligence to prevent any actions being taken
or conditions from arising which could result in a conflict with COMPANY‟s best
interests. This obligation shall apply to the activities of the employees and agents of
CONTRACTOR in their relations with COMPANY‟s employees and their families, or
with SUB-CONTRACTOR(s) and third parties, arising from this CONTRACT or
related to the performance of the SCOPE OF WORKS hereunder.
25.2 CONTRACTOR's efforts shall include, but not be limited to, establishing precautions
to prevent its employees, officers or agents from making, receiving, providing, or
offering gifts, entertainment, payments, loans, or other considerations for the purpose
of influencing individuals to commit acts contrary to COMPANY‟s best interest.
Page 66 of 95
ARTICLE 26 – INTELLECTUAL PROPERTY RIGHTS

26.1 CONTRACTOR agrees to indemnify and hold COMPANY harmless against all
losses, claims, demands, proceedings, costs, damages, charges, and expenses that
may arise by reason of any actual infringement of any patent, design, or trademark or
violation of process or other protected rights of any person or entity in the
performance of the WORKS hereunder, or by reason of the manner in which the
same is performed, or through the use by CONTRACTOR and/or CONTRACTOR‟s
personnel of any patented article or device. CONTRACTOR is given prompt notice of
such proceeding, is accorded full control of the defence settlement or compromise
thereof, and COMPANY has furnished CONTRACTOR on request, all needed
information, assistance and authority to enable CONTRACTOR to so defend. The
provision of this Article 26 shall not apply to infringement caused by the
SPECIFICATIONS furnished by COMPANY, the use of any of the equipment in
combination with other materials, or in the practice of any process or infringement by
reason of such use.
26.2 The indemnities set forth in this Article shall include without limitation all penalties,
awards, and judgments; all court and arbitration costs; attorney's fees; and other
reasonable expenses associated with such claims, demands, and causes of action.
A PARTY covered by such indemnities and accused of patent infringement by a third
party shall promptly notify the indemnifying PARTY and shall have the right at its own
expense to participate in its own defense with attorneys of its own selection.
26.3 Notwithstanding anything to the contrary contained herein, in the event that the
CONTRACTOR (or its parent, subsidiary or other affiliated or related entity) owns
copyrights, patents or trade secrets, or has filed patent applications, with respect to
any technology related to the services, products or equipment furnished by
CONTRACTOR hereunder, and if CONTRACTOR makes any improvement on or to
such technology, or develops new technology or inventions, then CONTRACTOR
shall own all such technology, inventions, improvement, including DRAWINGS,
SPECIFICATIONS, calculations and other documents provided such technology,
invention or improvements do not directly embody COMPANY‟s confidential
information.
26.4 CONTRACTOR shall ensure that any SUB-CONTRACT(s) between CONTRACTOR

and its SUB-CONTRACTOR(s) or suppliers contain provisions similar to this Article.
26.5 CONTRACTOR shall disclose promptly to COMPANY all inventions, discoveries, and
improvements (whether patentable or not) conceived or made by CONTRACTOR‟s
personnel, either alone or jointly with others, and which are based on the technical
information provided to CONTRACTOR by COMPANY in the course of the WORKS.
CONTRACTOR shall assign and require its personnel to assign to COMPANY, each
such invention, discovery, and improvement. CONTRACTOR shall require its
employees to execute such papers as COMPANY requests in connection with the
assignment or prosecution of patents or patents applications covering each such
invention, discovery, or improvement in all countries specified by COMPANY at
COMPANY‟s own cost and to render reasonable assistance to COMPANY in
connection with protecting COMPANY‟s right to such invention, discovery or
improvement.
Page 67 of 95
26.6 CONTRACTOR agrees to reimburse COMPANY for any royalties, licensing fees or
other similar payments that COMPANY shall be obligated to pay by virtue of the use
by CONTRACTOR of any such protected rights unless such costs have been
specifically agreed in writing to be borne by COMPANY. CONTRACTOR shall obtain
a patent indemnity, if obtainable, for any items manufactured or supplied by others
for the benefits of COMPANY.
26.7 CONTRACTOR hereby grants to COMPANY and its successors an irrevocable,

royalty-free, worldwide, transferable, non-exclusive license under all patent and
know-how rights now or hereafter owned or controlled by CONTRACTOR to make,
use, sell, operate, maintain, repair, re-construct, alter or modify the Scope of the
WORKS in whole or in part
Page 68 of 95
ARTICLE 27 – WAIVERS
27.1 The failure of COMPANY, at any time, or from time to time to enforce, or to require
the strict adherence and performance of any of the terms and conditions of this
CONTRACT, to exercise any option, right, or privilege hereunder, or to demand
compliance as to any obligation or covenant, shall not constitute a waiver of any such
terms and conditions and/or affect or impair such terms or conditions in any way, or
the right, privilege, or option of COMPANY, or of the strict performance of
CONTRACTOR thereof unless an express and specific waiver is properly executed
and evidenced in writing by COMPANY.
27.2 Waivers by COMPANY of any breach or non-observance by CONTRACTOR of any

of the terms and conditions of this CONTRACT shall not constitute or be construed
as a waiver of any succeeding breach or non-observance of the same or any other
terms or conditions.
Page 69 of 95
ARTICLE 28 – CONFIDENTIALITY
28.1 CONTRACTOR shall obtain written APPROVAL from COMPANY prior to disclosing
or making any publicity release, public statements or announcement, by way of press
or other media, regarding this CONTRACT.
28.2 CONTRACTOR shall at all times hold confidential all information pertaining to this
CONTRACT, which is not already part (unless through the breach of CONTRACTOR
of its confidentiality obligations hereunder) of the public domain.
28.3 CONTRACTOR shall ensure that the provisions of this Article are adhered to by its
employees, agents, vendors, suppliers and their employees, its SUB-
CONTRACTOR(s)‟ and SUB-CONTRACTOR(s)‟ employees and shall promptly notify
COMPANY upon discovery of any instances where any of the requirements of this
Article have not been complied with.
28.4 Upon receipt by CONTRACTOR of COMPANY‟s notification of termination,

CONTRACTOR shall return to COMPANY all documents, DRAWINGS and data
provided to CONTRACTOR by COMPANY.
28.5 This Article shall continue in force notwithstanding the completion or earlier
termination of this CONTRACT.
28.6 CONTRACTOR shall not, without COMPANY's prior written APPROVAL, divulge to
third parties or use in any way other than for accomplishing completion of the
WORKS or for purposes other than that specified in the CONTRACT, any technical
information or any processes, process data or calculations or any DRAWINGS or
designs showing the equipment, devices and machinery by which the processing is
to be performed or carried out, disclosed, directly or indirectly, to CONTRACTOR
28.7 The provisions of this Article shall not apply:
(a) insofar as any of the documents, DRAWINGS, and data referred to in the
Scope of WORKS are part of public knowledge or literature at the date of their
receipt by CONTRACTOR as from such date;
(b) insofar as any of the documents, DRAWINGS, and data referred to in the
Scope of WORKS become part of public knowledge or literature after the date
of their receipt by CONTRACTOR as from such subsequent date;
(c) insofar as any of the documents, DRAWINGS, and data are developed by
CONTRACTOR independently of the CONTRACT;
(d) insofar as any of the documents, DRAWINGS, and data lawfully becomes
known or available to CONTRACTOR from a third party who is not under a
similar agreement, directly or indirectly, with COMPANY hereto; and
(e) where disclosure is required to be made in order to comply with the
requirements of any law, rule or regulation of any governmental or regulatory
body having jurisdiction over the Scope of WORKS or CONTRACTOR, or of
any relevant stock exchange.
Page 70 of 95
ARTICLE 29 – ARBITRATION
29.1 Any dispute between the PARTIES as to the performance of this CONTRACT or the
rights or liabilities of the PARTIES herein, or any matter arising out of the same or
connected therewith, which cannot be settled amicably shall be referred to the higher
management of the PARTIES before reference is made to arbitration in accordance
with the Rules of the Kuala Lumpur Regional Centre for Arbitration before a board of
three (3) arbitrators.
29.2 Each of the PARTIES hereto shall be entitled to appoint one (1) arbitrator and the
two (2) arbitrators shall agree on a third arbitrator. In the event agreement on the
third arbitrator cannot be reached, the third arbitrator shall be appointed by the
Director for the time being of the Kuala Lumpur Regional Centre for Arbitration.
29.3 It is agreed, however, that no one who is an employee of either PARTY or who is in
anyway financially interested in this CONTRACT shall be appointed to act as an
arbitrator.
29.4 Such arbitration shall be held in the English language at Kuala Lumpur, Malaysia.
The award of the arbitrators shall be final and binding upon the PARTIES. The costs
of the arbitration shall be borne by the PARTY whose contention was not upheld by
the arbitration tribunals, unless otherwise provided in the arbitration award.
29.5 Notwithstanding the foregoing, the PARTIES may agree that any particular matter of
dispute can most expeditiously be settled by an EXPERT. In that event, the
PARTIES shall jointly prepare and sign a statement on the issue to be determined by
the EXPERT before agreeing upon the appointment of the EXPERT. The PARTIES
shall stand by the decision of the EXPERT on that issue described which shall be
final and binding on the PARTIES without further arbitration on that issue. If
PARTIES cannot agree upon the person of the EXPERT within fourteen (14) days
after the date the last PARTY signs the aforesaid statement of the issue, then the
dispute shall be referred to arbitration as indicated above.
Page 71 of 95
ARTICLE 30 – GOVERNING LAWS AND LANGUAGE

30.1 In the performance of this CONTRACT, CONTRACTOR and its SUB-
CONTRACTOR(s) shall be subject to all applicable laws in the country where the
WORKS are being executed. For the purpose of this Article, "laws" includes any
laws (national, state, municipal, local or others) and any requirements, acts,
enactments, ordinances, byelaws, rules or regulations of any relevant authority or
agency (national, state, municipal, local or other).
30.2 CONTRACTOR shall, at CONTRACTOR‟s own expense, defend, indemnify and hold
COMPANY harmless from all forms of penalty which may be imposed on COMPANY
by reason of any alleged violation of law by CONTRACTOR or its SUB-
CONTRACTOR(s) and also from all claims, suits, or proceedings that may be
brought against COMPANY arising under or by reason of the performance of this
CONTRACT with respect to such alleged or violation of law whether brought by
employees of CONTRACTOR or its SUB-CONTRACTOR(s) or by third parties or by
any relevant authority.
30.3 CONTRACTOR‟s obligations under this Article shall include, without limitation,
obtaining all necessary or appropriate import licenses, customs clearances or permits
wherever applicable.
30.4 If CONTRACTOR or its SUB-CONTRACTOR(s) perform any part of the scope of

WORKS hereunder in breach of the law, then CONTRACTOR shall bear any
additional costs resulting from the said violation and correction thereof.
CONTRACTOR shall not enter into negotiations with any relevant authority or agency
to develop acceptance to exemption, composition, variation, or revision to law in
connection with this CONTRACT without COMPANY‟s prior written APPROVAL.
30.5 The PARTIES irrevocably agree to submit to the exclusive jurisdiction of the courts of
country where the WORKS are being carried out.
30.6 All documents produced by any of the PARTIES in the performance of this
CONTRACT as well as all written communications of the PARTIES are to be written
in the English language, which is hereby, the designated governing language of the
CONTRACT. COMPANY and CONTRACTOR may use any language within their
own organizations, except that all SUB-CONTRACT(s) and all written
communications pertaining to them shall be in English.
30.7 CONTRACTOR shall be responsible for and shall bear all the costs of obtaining all
necessary licenses, permits and authorisation required by law that must be obtained
in CONTRACTOR‟s name from the relevant governmental authorities for
CONTRACTOR to do business in the country, or countries wherein any part of the
scope of WORKS WORKS is performed, and shall give all required notices.
Page 72 of 95
ARTICLE 31 – ENTIRE AGREEMENT
31.1 This CONTRACT constitutes the entire agreement between the PARTIES and
supersedes all prior negotiations, representations or agreements related to this
CONTRACT, either written or oral, including COMPANY‟s bid document and
CONTRACTOR's proposals, except to the extent they are expressly incorporated into
this CONTRACT. No changes, alterations, or modifications to this CONTRACT shall
be effective unless in writing, and executed by the authorized signatories of
COMPANY and CONTRACTOR.
Page 73 of 95
ARTICLE 32 – NON-EXCLUSIVE AGREEMENT

32.1 This CONTRACT is non-exclusive and COMPANY reserves the right to engage other
contractors to perform similar or identical scopes of WORKS and/or supply similar or
identical goods at any time during the duration of this CONTRACT.
32.2 CONTRACTOR shall afford such other contractors adequate opportunity to carry out
their contracts and shall accomplish the Scope of WORKS in co-operation with those
contractors and with COMPANY.
Page 74 of 95
ARTICLE 33 – SUB-CONTRACTING AND ASSIGNMENT

33.1 CONTRACTOR shall not subcontract nor assign any or all of its rights and/or
obligations under the CONTRACT or any part thereof without COMPANY‟s prior
written APPROVAL, the APPROVAL of which shall not be unreasonably withheld
except for assignment at the Production Sharing Contract level, which is subject to
PETRONAS‟ approval only. SUB-CONTRACT documents and selection of SUB-
CONTRACTOR(s) related to the scope of WORKS or any part thereof shall require
the written APPROVAL of COMPANY prior to award of each SUB-CONTRACT.
APPROVAL granted shall not release nor relieve CONTRACTOR of any of its
obligations under the CONTRACT or create any contractual relationship between any
SUB-CONTRACTOR(s) and COMPANY.
33.2 CONTRACTOR shall be fully responsible for any acts, defaults, and omissions of any
SUB-CONTRACTOR(s), and persons either directly or indirectly employed by the
SUB-CONTRACTOR(s), to the same extent as it is for the acts and omissions of
persons directly or indirectly employed by CONTRACTOR. CONTRACTOR shall not
bind or purport to bind COMPANY in the SUB-CONTRACT in any manner.
33.3 COMPANY may assign this CONTRACT, including all rights and obligations
hereunder, to PETRONAS or any of its AFFILIATES, or any contractor of
PETRONAS, performing work in the WORK SITE(s) at any time with prior written
notification to CONTRACTOR.
33.4 CONTRACTOR shall ensure that all COMPANY‟s rights under this CONTRACT
including audit rights are incorporated in all CONTRACTOR's SUB-CONTRACT(s)
hereunder. For avoidance of doubt but not by way of limitation, CONTRACTOR shall,
in all SUB-CONTRACT(s), include the following provisions:
(a) the option of immediate termination of the SUB-CONTRACT(s);
(b) the option of immediate suspension of the SUB-CONTRACT(s);
(c) all rights and remedies available to COMPANY in the CONTRACT; and
(d) all of the general duties and obligations CONTRACTOR is required to fulfil as
provided for in the CONTRACT.
33.5 Any purported SUB-CONTRACT or assignment without the written APPROVAL of
COMPANY shall be absolutely void against COMPANY and COMPANY shall in such
event have no obligation whatsoever to the purported SUB-CONTRACTOR or
assignee.
33.6 Where COMPANY's written APPROVAL has been obtained, CONTRACTOR shall
ensure that all of COMPANY‟s rights under the CONTRACT, including audit, patent
and other property rights, indemnities and all the requirements in the CONTRACT,
(including but without limitation any confidentiality undertaking and a prohibition on
assignment and/or Sub-contracting without written APPROVAL of COMPANY) are
incorporated in all CONTRACTOR‟s SUB-CONTRACTs. CONTRACTOR shall
submit to COMPANY all documents relating to the SUB-CONTRACTs and
assignments.
Page 75 of 95
33.7 COMPANY shall have the right to disapprove any SUB-CONTRACTOR(s), suppliers,
vendors or source of supply selected by CONTRACTOR, for cause, which includes
not having PETRONAS‟ license and/or unsatisfactory past performance on similar
scope of WORKS.
33.8 COMPANY shall have the right to attend as it deems fit any progress and/or other
meetings where it involves technical discussions or otherwise between
CONTRACTOR and its SUB-CONTRACTOR(s).
33.9 CONTRACTOR shall within thirty (30) days after CONTRACT award and/or within
fourteen (14) days from the date of COMPANY's request provide a list of all SUB-
CONTRACTOR(s), vendors and suppliers to be utilised by CONTRACTOR in
fulfilling its obligations under this CONTRACT.
Page 76 of 95
ARTICLE 34 - PROCUREMENT OF EQUIPMENT, FACILITIES, GOODS, MATERIALS,

SUPPLIES AND SERVICES
34.1 In respect of CONTRACTOR‟s supplied material and equipment, CONTRACTOR

shall purchase or otherwise provide all materials, equipment, and services that it is
responsible for procuring or providing. All CONTRACTOR supplied materials and
equipment, if obtained directly from foreign source, shall be imported in
CONTRACTOR's name.
34.2 CONTRACTOR shall procure materials, equipment, and services only from sources
APPROVED by COMPANY. Sources include manufacturers, vendors, suppliers,
agencies, SUB-CONTRACTORS, and others who supply materials, equipment, or
services for the FACILITIES. Additionally, CONTRACTOR shall make arrangement
for appropriate use of technical representatives of its sources during the execution of
the WORKS.
34.3 All materials and equipment for the WORKS shall be new and unused, unless
otherwise APPROVED by COMPANY in writing. CONTRACTOR shall procure
materials and equipment from financially sound and reputable vendors and suppliers
with proven experience and track record and shall take into consideration quality,
delivery, reliability, services and inventory management. CONTRACTOR shall carry
out a technical tender evaluation for all materials and/or equipment purchased by
CONTRACTOR. CONTRACTOR shall submit a copy of the unpriced purchase order
for COMPANY‟s review.
34.4 CONTRACTOR shall be responsible for the source inspection and expediting of all
materials and equipment that CONTRACTOR is responsible for procuring and which
is to be incorporated into the WORKS.
Source inspection means INSPECTION AND TESTING of the materials and

equipment to be incorporated into the WORKS at the point of manufacture and
assuring that such materials and equipment meet the requirements of the
SPECIFICATIONS and ensure that such manufacturing activity until the time of
planned delivery do not hinder the required delivery date as specified in the purchase
order. CONTRACTOR shall arrange and coordinate all source inspections according
to the detailed requirements and procedures set forth in COMPANY‟s
SPECIFICATIONS, pre-accepted procedures and as referred to in ARTICLE 44 -
INSPECTION. CONTRACTOR shall submit within thirty (30) days after CONTRACT
award the list source inspection requirements for CONTRACTOR supplied materials
and equipment for COMPANY‟s review and APPROVAL.
Expediting means effort and follow-up action to ensure that activities progress as
planned with no hindrance or potential hindrance to the agreed work schedule or the
CONTRACT SCHEDULE OF WORKS.
34.5 CONTRACTOR shall obtain prior written APPROVAL from COMPANY for all material
and equipment substitution and/or design modification on the DRAWINGS. The
request shall be supplemented with design checks and reasons for any such
materials and equipment substitution and design modification.
Page 77 of 95
34.6 CONTRACTOR shall be responsible for the freight forwarding, transportation,

clearance through Customs Authority, timely arrival at the WORK SITE or other
appropriate destinations, unloading and handling of all materials and equipment that
CONTRACTOR purchases and provides for the WORKS. CONTRACTOR shall be
liable at CONTRACTOR‟s own expenses, for the repair or replacement of any
damage or discrepancy found on the materials and equipment that CONTRACTOR
purchases and provides for the WORKS.
34.7 COMPANY shall advise CONTRACTOR on the delivery of COMPANY‟s supplied

materials to the WORK SITE or at CONTRACTOR‟s wharf. CONTRACTOR shall
ensure that transportation, unloading, storage and preservation of such materials is
performed safely and in accordance with the manufacturer‟s requirements and shall
verify that such materials and equipment or any parts thereof are free from any
defect. Except for any discrepancy noted prior to unloading by CONTRACTOR shall
be responsible for any damage sustained during the unloading and shall assume
responsibility for the care and custody of the materials and equipment received and
stored at WORK SITE. CONTRACTOR shall be liable, at CONTRACTOR‟s own
expenses, for the repair or replacement of any damage or discrepancy found on the
materials and equipment or any part thereof while they are in CONTRACTOR‟s
custody.
34.8 CONTRACTOR shall ensure that such materials and equipment, regardless of who
supplied them, are properly stored and preserved in accordance with the
manufacturer‟s recommendation or STANDARD acceptable in the industry, and shall
ensure that the materials and equipment are and remain free from contaminants.
Page 78 of 95
ARTICLE 35 – NOTICES
35.1 All notices to be given, submitted or made hereunder shall be in writing and made to
either PARTY and shall be deemed to have been properly given or made to the
PARTY it is addressed to if the notices are sent (by registered mail, courier service
or facsimile) to the respective PARTY at the address as per EXHIBIT IV -
35.2 The date of any notice shall be either the date it is first delivered at the office of the
addresser, or the date it is first received by the addressee, whichever is earlier.
Written notice or instruction shall be deemed to have been received:
If delivered by hand - At time of delivery to either PARTY
If sent by fax - At time of transmission
If sent by registered mail - At time of receipt or recorded delivery.
35.3 If the time of such deemed receipt of notice is not during customary hours of
business, notice shall be deemed to have been received at 10:00 a.m. on the first
customary day of business thereafter.
35.4 Either PARTY may change the person or address to which notice shall be sent by
giving the other PARTY written notice of such change.
Page 79 of 95
ARTICLE 36 – SURVIVAL
36.1 Notwithstanding anything to the contrary, the obligations of COMPANY and
CONTRACTOR in this CONTRACT in relation to ARTICLE 7 – INVOICING AND
PAYMENTS, ARTICLE 10 – WARRANTY, ARTICLE 18 – LIABILITIES AND
INDEMNITIES and ARTICLE 28 - CONFIDENTIALITY shall survive expiration or
Page 80 of 95
ARTICLE 37 – SEVERABILITY
37.1 If any articles of this CONTRACT is held to be illegal or is invalid under any laws or
regulations, such articles shall be fully severable and this CONTRACT shall be
construed as if such illegal or invalid articles had never comprised as part of this
CONTRACT and the remaining provisions of this CONTRACT shall remain in full
force and effect and shall not be affected by the illegal or invalid provisions or by its
severance from this CONTRACT.
Page 81 of 95
ARTICLE 38 – LIQUIDATED DAMAGE

38.1 The time stipulated for the performance of the scope of WORKS is the essence of
this CONTRACT. CONTRACTOR agrees to affect performance of the Scope of
WORKS and mobilize its personnel and equipment so as to be able to complete the
WORKS on or before the stipulated completion/ delivery date as stated in the Scope
of WORKS. If the forecast or actual mobilization of CONTRACTOR‟s resources or
equipment shall be delayed, CONTRACTOR shall immediately notify COMPANY in
writing, giving justifications for such delay or potential delay identifying fully its
proposed corrective measures for COMPANY‟s APPROVAL.
38.2 Delays and Extension of Time

Immediately upon it becoming reasonably apparent that the progress of the WORKS
is or will be delayed, CONTRACTOR shall forthwith give written notice to COMPANY
REPRESENTATIVE, as to the causes of delay or potential delay and relevant
information with supporting documents enabling COMPANY REPRESENTATIVE to
form an opinion as to the cause and calculation of the length of delay. If in the
opinion of COMPANY REPRESENTATIVE the completion of the WORKS is likely to
be delayed or has been delayed beyond the date of completion or beyond the
extended date of completion previously fixed under this clause due to any one or
more of the following events:
(a) Force Majeure as provided under ARTICLE 24 – FORCE MAJUERE,
(b) exceptionally inclement weather; or
(c) for any other reasons as deemed fit by COMPANY.
In such case COMPANY REPRESENTATIVE may, if he is of the opinion that

extension of time should be granted, as soon as he is able to estimate the length of
the delay beyond the date or time aforesaid, issue a Certificate of Delay and
Extension of Time, giving a fair and reasonable extension of time for completion of
the WORKS.
Provided always that CONTRACTOR has taken all steps to avoid or mitigate such
delay and shall do all that may be required and COMPANY REPRESENTATIVE is
satisfied with the steps taken by CONTRACTOR to avoid or mitigate such delay.
Provided further that any extension of time granted herein Article 38.2 shall not
result in any increase in the CONTRACT PRICE.
38.3 If CONTRACTOR fails to complete, inspect and test the WORKS or any part of the
WORKS on or before the SCHEDULED MECHANICAL COMPLETION DATE as
stipulated in EXHIBIT II – SCHEDULE OF WORKS then as agreed damages to
COMPANY for such delay, and in the absence of legal excuse, pursuant to this
CONTRACT, the CONTRACT PRICE shall be reduced 0.33% of the CONTRACT
PRICE per day for each day of delay up to maximum of 10% of the CONTRACT
PRICE.
38.4 Not Applicable
38.5 Not Applicable
Page 82 of 95
38.6 Further, CONTRACTOR and COMPANY agree that the total amount of liquidated
damages payable by CONTRACTOR to COMPANY under this Article shall not
exceed ten percent (10%) of the CONTRACT PRICE. In the event that the total
amount of Liquidated Damages accrued equals the maximum amount contemplated
in the CONTRACT, COMPANY reserves its right to terminate the CONTRACT.
38.7 Not Applicable
38.8 If the total amount of Liquidated Damages accrued equals the maximum amount
contemplated in the CONTRACT, COMPANY reserves its right to terminate the
CONTRACT.
38.9 The amount of Liquidated Damages shall be deducted from payments due to
CONTRACTOR pursuant to this CONTRACT and shall be converted to the currency
in which CONTRACT PRICE is stated at the rate of exchange prevailing on the day
of such payments per Article 7.10.
38.10 Due to the difficulty of ascertaining the exact amount of damages that COMPANY
shall incur by reason of such delay CONTRACTOR and COMPANY hereby agree
that the aforementioned amount of liquidated damages are a fair and reasonable pre-
agreed estimation of the accruing losses to COMPANY.
38.11 COMPANY may, without prejudice to any other method of recovery, deduct the
amount of such liquidated damages from any payment due to or which may become
due to CONTRACTOR. The deduction of such damages shall not relieve
CONTRACTOR from its obligations and liabilities under this CONTRACT.
38.12 The payment of liquidated damages is in addition to and not in lieu of or substitution
for any other remedy that may be available to COMPANY in the event of delay in
completion of the WORKS in accordance with EXHIBIT II - SCHEDULE OF WORKS
Page 83 of 95
ARTICLE 39 – CONTRACT CLOSURE

39.1 COMPANY shall submit to CONTRACTOR for execution, a CONTRACT CLOSURE
CERTIFICATE, in the form attached as per EXHIBIT IV – ADMINISTRATIVE
PROCEDURES, CONTRACT CLOSURE CERTIFICATE, stating that
CONTRACTOR have been paid in full, for the SCOPE OF WORKS done and all
related debts, taxes, liens, privileges, claims, charges, and obligations in connection
with the performance of the SCOPE OF WORKS. CONTRACTOR shall execute the
aforementioned CONTRACT CLOSURE CERTIFICATE within fourteen (14) days
from receipt of the aforementioned notification by COMPANY for execution of the
CONTRACT CLOSURE CERTIFICATE.
Page 84 of 95
ARTICLE 40 - TRANSFER OF TITLE AND RISK OF LOSS

40.1 Except for goods leased or rented, all goods including but not limited to all raw data,
field logs, documents, reports, DOCUMENTATION or DRAWINGS and calculations
covered by this CONTRACT in respect of the completion of the WORKS and each
part thereof, and everything intended for incorporation therein, shall, as soon as they
are delivered in accordance to the delivery terms, or appropriated to the WORKS be
the sole and unencumbered property of COMPANY.
40.2 CONTRACTOR hereby waives any liens or claims, which it might have at any time
on or against any goods, raw data, field logs, documents, reports, DRAWINGS and
calculations, which are to be incorporated into the Scope of WORKS.
Page 85 of 95
ARTICLE 41 - ENGINEERING CODES AND STANDARDS

41.1 The codes and STANDARDS which apply to the scope of WORKS covered by this
CONTRACT are listed in the SPECIFICATIONS. These codes and STANDARDS
may be revised from time to time by COMPANY, wherein COMPANY shall notify
CONTRACTOR and it shall be CONTRACTOR's responsibility to ensure that the
latest revisions to these codes and STANDARDS are being adhered to. Any
difference in these codes and STANDARDS and revisions shall be immediately
notified in writing to COMPANY.
Page 86 of 95
ARTICLE 42 - VENDOR DATA REQUIREMENTS AND SUBMITTAL

42.1 DRAWINGS and vendor data are to be submitted in strict compliance with the
SPECIFICATIONS. If for any reason, the transmission of DRAWINGS and vendor
data shall be delayed, COMPANY is to be informed immediately in writing, giving
reason for such delay. All DRAWINGS and vendor data shall be delivered to
COMPANY by hand or through courier service.
Page 87 of 95
ARTICLE 43 – EXPEDITING
43.1 COMPANY or its appointed contractor shall have the right to visit CONTRACTOR's
plants premises or facilities and those of SUB-CONTRACTOR(s) for expediting
purposes at any time prior to shipment of materials and equipment. CONTRACTOR
and its SUB-CONTRACTOR(s) shall provide access to their works at all times to
COMPANY or its appointed contractor. CONTRACTOR's sub-orders must carry a
note to this effect.
43.2 CONTRACTOR shall send two (2) copies of correspondence regarding expediting
and scheduling to COMPANY and/or its appointed contractor. Immediately after
placing sub-orders for major components of this CONTRACT, CONTRACTOR shall
furnish to COMPANY and/or its appointed contractor four (4) unpriced copies of the
sub-orders showing Sub-CONTRACTOR(„s) name, sub-order number, manufacture
location and promised shipping date.
43.3 CONTRACTOR shall furnish to COMPANY, no later than four (4) weeks from the
Work Order/Service Order date, a complete schedule forecasting the engineering
work, procurement, sub-orders delivery, manufacturing or construction, INSPECTION
AND TESTING, final assembly and shipping date(s).
43.4 CONTRACTOR shall submit a fortnightly progress report prior to start of

manufacturing and thereafter on a weekly basis, in sufficient detail to allow a realistic
evaluation of all phases of progress towards CONTRACT completion. This report
shall contain a detailed status of engineering, procurement, manufacturing,
INSPECTION AND TESTING, final assembly and delivery. This report shall also be
accompanied by an updated sub-order status, details of problem areas and
measures taken by CONTRACTOR to resolve problems. The progress report shall
be submitted irrespective of any expediting and inspection visits made by COMPANY
or its appointed contractor.
43.5 Expediting of this CONTRACT and CONTRACTOR‟s sub-orders by COMPANY or its

appointed contractor does not relieve SUB-CONTRACTOR(s) from their
responsibilities to ensure that all sub-orders are delivered to CONTRACTOR's
WORK SITE(s) or plant by the due date.
43.6 Expediting of this CONTRACT may involve instances where COMPANY exercises its
right to Step-In and perform the Scope of WORKS to prevent imminent and further
loss and/or damage, direct or consequential, to which CONTRACTOR shall be liable.
CONTRACTOR shall be liable for all and any costs incurred by COMPANY in the
performance of this right to Step-In.
Page 88 of 95
ARTICLE 44 – INSPECTION
44.1 COMPANY or its appointed contractor or other third party (including any
governmental authority) shall have the right to inspect, witness tests and survey the
quality of the WORKS at any time throughout the CONTRACT duration.
CONTRACTOR is required to provide every facility for such right to COMPANY or its
appointed contractor or other third party (including any governmental authority).
CONTRACTOR's sub-orders to its SUB-CONTRACTOR(s) shall carry a note to this
effect. CONTRACTOR's failure to instruct SUB-CONTRACTOR(s) of the right
COMPANY or its appointed contractor‟s right to make visits for quality assurance
purposes at any time prior to delivery of the materials and equipment may result in
rejection of the materials and equipment and/or Scope of WORKS.
44.2 SPECIFICATIONS, data or other technical description shall be available for review
by COMPANY or its appointed contractor at the SUB-CONTRACTOR„s facility.
44.3 Notwithstanding COMPANY or other third party (including any governmental

authority) inspection, testing or witnessing, CONTRACTOR shall be responsible for
ensuring that all inspection and testing of the Scope of WORKS are carried out as
required by law and under this CONTRACT. In addition, CONTRACTOR shall
provide inspection and testing plans as required by the CONTRACT or which it
deems necessary, independent of that provided by COMPANY, to discover any
deviations from the CONTRACT or any defective equipment, materials or
workmanship in such time as to avoid delay in the progress of the WORKS.
44.4 COMPANY may appoint a third party for the purpose of auditing and advising
COMPANY in matters pertaining to HSE and Quality Assurance. COMPANY and its
authorised representative shall have access to and the right to inspect and audit all
records, DRAWINGS, plans, instructions and procedures relating to or bearing upon
the Scope of WORKS
44.5 COMPANY and/or its authorised representatives shall have the right at any and all
times to inspect or witness any test of any part of the WORKS at any place where
equipment or materials are located or in preparation including for any HSE purposes.
CONTRACTOR shall provide COMPANY, at no extra cost, all required facilities,
including space, supporting services, utilities, test specimens, certified documents or
other means for ascertaining that the materials and workmanship used are in
accordance with the CONTRACT. Inspection, witnessing or the lack of either or both
by COMPANY shall not be construed as acceptance of any part of the WORKS, nor
as relieving CONTRACTOR of its obligation to fulfill any and all requirements of the
WORKS and responsibility for ensuring that the Scope of WORKS, complies with the
specifications and that the same is free from defects and capable of performing their
respective functions.
Page 89 of 95
44.6 If the CONTRACT requires inspection or testing of any part of the Scope of WORKS
to be witnessed by COMPANY and/or its authorized representative(s),
CONTRACTOR shall advise COMPANY sufficiently in advance, but at least seven
(7) working days in advance, if the inspection or testing is to be carried out within the
WORK SITE. Appropriate advance notice shall be given by CONTRACTOR of its
readiness for such inspection or testing if the inspection or testing is to be performed
at other locations and COMPANY and/or its authorized representative will then
perform such inspection or witness such test. If any part of the Scope of WORKS is
closed or covered before the required inspection or witnessing is to be performed by
COMPANY, or without agreement by COMPANY, the Scope of WORKS shall be re-
opened and un-covered for inspection or witnessing and re-closed or re-covered, all
at CONTRACTOR‟s sole expense as directed by COMPANY and/or its authorized
representative(s).
Page 90 of 95
ARTICLE 45 – TRAINING
45.1 CONTRACTOR shall, if requested by COMPANY and where training forms part of
the scope of WORKS, provide on-the-job training for personnel of COMPANY in
respect of the scope of WORKS and EXHIBIT I-GENERAL. Such training, its timing
and the facilities to be used for the performance of same shall be subject to approval
by COMPANY.
Page 91 of 95
ARTICLE 46 – ANTI CORRUPTION

46.1 CONTRACTOR and its SUB-CONTRACTOR(s) shall not violate, breach or act in any
manner which is inconsistent with any provision under the Malaysian Anti-Corruption
Commission Act 2009 (Act 694).
46.2 If CONTRACTOR gives or offers to any person any bribe, gift, gratuity or commission
as an inducement or reward:
(i) for doing or forbearing to do any action in relation to the CONTRACT or in
any other contract with COMPANY; or
(ii) for showing or forbearing to show favour or disfavor to any person in relation
to the CONTRACT or any other CONTRACT with COMPANY;
then COMPANY shall be entitled to forthwith terminate this CONTRACT at
any time by giving written notice to that effect to CONTRACTOR.
46.3 Upon such termination under Article 46.2:

(i) COMPANY shall be entitled to all losses, costs, damages and expenses
including any incidental costs and expenses incurred by COMPANY, arising
from such termination;
(ii) CONTRACTOR shall be subject to Article 21.2 – TERMINATION; and
(iii) nothing in Articles 46.2 and 46.3, or anything else contained herein shall
render COMPANY in any way liable for payments upon termination.
Page 92 of 95
ARTICLE 47 – BUSINESS CONDUCT
47.1 CONTRACTOR shall comply with the relevant parts of the PETRONAS Code of Conduct
and Business Ethics, Country Supplement, other applicable rules, regulations, policies,
procedures, guidelines and requirements as updated by PETRONAS from time to time in
the performance of the WORKS. A copy of the PETRONAS Code of Conduct and Business
Ethics and Country Supplement can be obtained from: http://www.petronas.com.my/about-
us/governance/Pages/governance/code-of-conduct-business-ethics.aspx.
47.2 CONTRACTOR shall ensure that all ASSOCIATED PERSONS who perform services or
provide goods in connection with this CONTRACT comply in all relevant part with the
PETRONAS Code of Conduct and Business Ethics, Country Supplement, other applicable
rules, regulations, policies, procedures, guidelines and requirements as updated by
PETRONAS from time to time.
47.3 From time to time, at the request of COMPANY, CONTRACTOR shall confirm in writing that
CONTRACTOR and the ASSOCIATED PERSONS have complied with the obligations
imposed upon it in this ARTICLE 47 – BUSINESS CONDUCT and provide any information
reasonably requested by PETRONAS in support of the compliance obligations.
47.4 In the event that CONTRACTOR and/or the ASSOCIATED PERSONS refuse, fail and/or is
negligent in complying with the provisions as stated in this ARTICLE 47 – BUSINESS
CONDUCT, COMPANY may, without prejudice to any other remedies available to it within
this CONTRACT or under the laws, take any such action as deemed necessary including
Page 93 of 95
ARTICLE 48 – CONFLICT OF INTEREST AND FIGHTING CORRUPTION AND

UNETHICAL PRACTICES
48.1 CONTRACTOR shall:
(a) comply with all RELEVANT REQUIREMENTS and RELEVANT POLICIES;
(b) have in place and maintain throughout the CONTRACT duration, its own policies
and procedures to ensure compliance with the RELEVANT REQUIREMENTS and
RELEVANT POLICIES;
(c) with respect to any matter arising out of this CONTRACT, maintain adequate
internal controls and accurately record all transactions in its books and records;
(d) enforce the policies and procedures referred to in Article 48.1(b), where
appropriate;
(e) promptly report to COMPANY any breach of this ARTICLE 48 - CONFLICT OF

INTEREST AND FIGHTING CORRUPTION AND UNETHICAL PRACTICES
arising in connection with this CONTRACT and take such steps as COMPANY
may reasonably require in order to rectify any such breach;
(f) promptly report any request or demand for any undue financial or other advantage
of any kind received by CONTRACTOR in connection with the performance of this
CONTRACT and take such steps in response to any such request as COMPANY
may require;
(g) immediately notify COMPANY in writing if a foreign public official becomes an

officer or employee of CONTRACTOR or acquires a direct or indirect interest in
CONTRACTOR‟s company and that CONTRACTOR warrants that no foreign
public officials are officers or employees of CONTRACTOR or have direct or
indirect interests in CONTRACTOR at the date of this CONTRACT.
48.2 CONTRACTOR shall ensure that all ASSOCIATED PERSONS who perform services or
provide GOODS in connection with this CONTRACT do so on the basis of a written contract
which imposes RELEVANT OBLIGATIONS on the ASSOCIATED PERSON.
48.3 CONTRACTOR shall be responsible for the observance and performance by the
ASSOCIATED PERSON of the RELEVANT OBLIGATIONS and shall be directly liable to
PETRONAS for any breach of the RELEVANT OBLIGATIONS by an ASSOCIATED
PERSON.
48.4 Breach of this ARTICLE 48 - CONFLICT OF INTEREST AND FIGHTING CORRUPTION

AND UNETHICAL PRACTICES shall be deemed a material breach and COMPANY may
terminate the CONTRACT, without any ensuing obligations nor liabilities, except for that
incurred prior to the date of the breach.
Page 94 of 95
ARTICLE 49 – PRESERVATION AND MAINTENANCE
49.1 CONTRACTOR shall be fully responsible for the care, preservation and maintenance
of all materials and equipment in CONTRACTOR‟s custody during the execution of
the WORKS, regardless of who supplied them, who owns them, or who is
responsible for their loss. For this purpose, CONTRACTOR shall follow
manufacturer recommendations and take all necessary and appropriate steps to
preserve materials and equipment and protect them from deterioration. Additional
steps may be necessary if the materials and equipment are to be stored for a long
period before load-out and seafastening for marine transportation. In this case,
CONTRACTOR shall carry out the preservation and protection as agreed with
COMPANY.
Page 95 of 95

Contract Form Subsea Skid - 20131017

Transféré par

Informations du document

Copyright

Formats disponibles

Partager ce document

Partager ou intégrer le document

Options de partage

Avez-vous trouvé ce document utile ?

Ce contenu est-il inapproprié ?

Droits d'auteur :

Formats disponibles

Contract Form Subsea Skid - 20131017

Transféré par

Droits d'auteur :

Formats disponibles

CONTRACT FORM

TENDER NO. CHO/2013/DPG/0003

PROVISION OF PROCUREMENT AND CONSTRUCTION (PC) FOR OFFSHORE

PETRONAS CARIGALI SDN BHD

ARTICLES TITLE PAGE NO.

2. DEFINITIONS AND INTERPRETATIONS 9

3. RESPONSIBILITY OF CONTRACTOR TO INFORM ITSELF 15

4. RESPONSIBILITY OF CONTRACTOR TO INFORM 16

7. INVOICING AND PAYMENTS 19

8. TAXES, CUSTOM CHARGES AND GOODS & SERVICES 21

10. WARRANTY AND REPRESENTATIONS 28

11. OBLIGATIONS OF PARTIES 30

12. ACTIONS ON BEHALF OF COMPANY 37

13. REPRESENTATIVES OF THE PARTIES 38

14. LIENS AND CLAIMS 39

15. HEALTH, SAFETY AND ENVIRONMENT REQUIREMENTS 40

16. ACCEPTANCE OF SCOPE OF WORKS 45

17. DEFAULT OF CONTRACTOR 48

18. LIABILITIES AND INDEMNITIES 50

20. SUSPENSION OF SCOPE OF WORKS 56

24. FORCE MAJEURE 63

25. CONFLICT OF INTEREST 64

26. INTELLECTUAL PROPERTY RIGHTS 65

30. GOVERNING LAWS AND LANGUAGE 70

31. ENTIRE AGREEMENT 71

32. NON-EXCLUSIVE AGREEMENT 72

33. SUB-CONTRACTING AND ASSIGNMENT 73

34. PROCUREMENT OF EQUIPMENT, FACILITIES, GOODS,

38. LIQUIDATED DAMAGES 80

39. CONTRACT CLOSURE 82

40. TRANSFER OF TITLE AND RISK OF LOSS 83

41. ENGINEERING CODES AND STANDARDS 84

42. VENDOR DATA REQUIREMENTS AND SUBMITTAL 85

46. ANTI CORRUPTION 90

48 CONFLICT OF INTEREST AND FIGHTING CORRUPTION 92

49 PRESERVATION AND MAINTENANCE 93

EXHIBIT I SCOPE OF WORKS

EXHIBIT II SCHEDULE OF WORKS

EXHIBIT III SCHEDULE OF COMPENSATION

EXHIBIT IV ADMINISTRATIVE PROCEDURES

EXHIBIT V CONTRACTOR‟S ORGANIZATION AND PROJECT TEAM KEY

EXHIBIT VI LIST OF SUB-CONTRACTORS AND VENDORS

EXHIBIT VII COMPANY AND CONTRACTOR SUPPLIED MATERIALS AND

EXHIBIT VIII QUALITY ASSURANCE PROGRAMME REQUIREMENTS

EXHIBIT IX HEALTH, SAFETY & ENVIRONMENT (HSE) REQUIREMENTS

EXHIBIT X LIST OF SPECIFICATIONS, CODES, STANDARDS AND

EXHIBIT XI LIST OF TECHNICAL DOCUMENT AND DRAWINGS

EXHIBIT XII PERFORMANCE GUARANTEE

EXHIBIT XIII REGULATORY REQUIREMENTS

EXHIBIT XIV MARINE SPREAD REQUIREMENTS

EXHIBIT XV LIST OF APPLICABLE CORRESPONDENCE

The CONTRACT is made and entered into this [ ] day of [ ], year of [ ]

PETRONAS CARIGALI SDN. BHD. [Co. No. 39275-U] , a company incorporated in

1. COMPANY (as defined herunder), pursuant to the Production Sharing Contract

2. COMPANY requires the Procurement and Construction of Bergading Pipeline Tie-in

3. CONTRACTOR represents that it possesses the necessary experience and capability

IN WITNESS WHEREOF, the PARTIES have caused this CONTRACT to be executed in

ARTICLE 1 - CONTRACT DOCUMENTS

EXHIBIT I SCOPE OF WORKS

EXHIBIT II SCHEDULE OF WORKS

EXHIBIT III SCHEDULE OF COMPENSATION

EXHIBIT IV ADMINISTRATIVE PROCEDURES

EXHIBIT V CONTRACTOR‟S ORGANIZATION AND PROJECT TEAM KEY

EXHIBIT VI LIST OF SUB-CONTRACTORS AND VENDORS