Which sum is hereinafter called the Contract Price, or such other sum as may become payable under the

Agreement.

IN WITNESS whereof, the authorized representatives of the parties have hereto caused this Agreement to be executed the day and year first above written.

Duly authorized to sign this Agreement for and on behalf of the Employer

Signature _________________________ Designation _____________________

Name: ____________________

Duly authorized to sign this Agreement for and on behalf of the Contractor Signature _________________________ Name: ____________________

Designation

_____________________ SECTION 2 - TERMS AND CONDITIONS

Clause 1- Contractors Obligations

(a) Scope of Works The Contractor shall, with due care and diligence, develop structural design and obtain DM permission, construct, complete and maintain the Works and provide all labour, including the supervision thereof, materials, equipment and all other things, whether of a temporary or permanent nature, required in and for such construction, completion and maintenance, so far as is necessary for providing the same as specified in Section 3 (Pricing Schedule/ Bill of Quantities) to this Contract. This is briefly listed below: Architectural and structural submission to DM for Building Permit Demolition work Structural alterations and remodelling of internal layout Room extension above garage Extension of GF Main reception and FF balcony (rear side) Blockwork &Plasterwork Aluminium Windows and doors Partial replacement Internal Joinery Works as specified Internal Floor Finishes Internal Ceiling Finishes Internal Decoration 1

External Decoration to Villa Mechanical Engineering alterations to existing installation Electrical Engineering alterations to existing installation Plumbing & Drainage alterations Testing & Commissioning External works including timber decking and Pergola. Interior design service including preparation of construction drawings and necessary architectural drawings for DM submission is carried out by third party directly appointed by the Employer.

(b) Inspection of Site The Contractor warrants that he has inspected and examined the Site and its surroundings and information available in connection therewith and has satisfied himself as to the form and nature thereof, including the extent and nature of work and materials necessary for the construction and completion of the Works, the means of access to the Site (including governmental and landlord licenses and sources of power and other utilities) and (to the extent which was practicable) has obtained all necessary information as to risks, contingencies and all other circumstances which may influence or affect his execution of the construction, completion and maintenance of the Works and the remedying of any defects in the Works and the materials supplied/used by the Contractor. A joint dilapidation inspection of the existing site shall be undertaken prior to works commencing on site.

SECTION 2 - TERMS AND CONDITIONS If during the execution of the works, the Contractor encounters physical obstructions or physical conditions, other than climatic conditions on Site, which obstructions or conditions, were, in his opinion, not foreseeable by an experienced contractor, the Contractor shall give notice thereof to the Employer. On receipt of such notice, the Consultant shall, if in his opinion, such obstructions or conditions could not have been reasonably foreseen by an experienced contractor, after due consultation with the Employer, determine any extension of time and the amount of any costs which may have been incurred by the Contractor by reason of such obstructions or conditions having been encountered, which shall be added to the Contract Price. (c) Possession of Site and Access thereto The Employer shall, at the beginning of the mobilization period, give to the Contractor possession of the Site and access thereto as may be required to enable the Contractor to commence and proceed with the execution of the Works in accordance with the program referred to in Clause 3. If the Contractor suffers delay and/or incurs costs from failure on the part of the Employer to give such possession, the Contractor shall give notice to the Employer and shall be entitled to an extension of time to which the Contractor is entitled under Clause 5 and the amount of such costs plus overhead and profit, which shall be added to the Contract Price. 2

(d) Health, Safety and Security The Contractor shall, during the contract period, take full responsibility for the adequacy, stability and safety of all Site operations and methods of construction prepared by him and persons entitled to be on the Site. Contractor shall comply with all Security, Health and Safety regulations required from time to time by the Employer or the UAE Regulatory authorities. (e) Site Admittance The Contractor shall take all steps reasonably required by the Employer to prevent unauthorised person(s) being admitted to the Site. If and when instructed by the Employer, the Contractor shall give to the Employer a list of names and addresses of all persons who are or may be at any time concerned with the Works or any part of them, specifying the capacities in which they are so concerned, and giving such other particulars as the Employer may reasonably require. (f) Photographs The Contractor shall not at any time take any photograph of the Site or any of the Employer's premises or any part of them, and shall employ its best endeavours to ensure that no such photographs shall at any time be taken or published or otherwise circulated by any employee, agent or sub-contractor of his, unless the Contractor has obtained prior approval from the employer.

SECTION 2 - TERMS AND CONDITIONS

(g) Advertising The Contractor shall not allow the Site to be used for any form of advertising whatsoever without the prior approval in writing of the Employer. (h) Statutory Obligation(s), fees and charges The Employer shall be responsible for the payment of all governmental and municipal fees and duties which may be levied on the Contractor, his employees, equipments and materials. (i) General Responsibilities i. The Contractor shall provide on the Site in connection with the execution and completion of the Works and the remedying of defects therein: only such technical assistants as are skilled and experienced in their respective callings and such foremen and leading hands as are competent to give proper supervison of the Works, and, such skilled labour as is necessary for the proper and timely fulfilling of the Contractors obligations under the Contract. ii. The Contractor shall give prompt notice to the Employer, of any error/omission in approved design of non-availability of approved material which he discovers when executing the Works. The Contractor shall submit alternate or similar material, including the cost 3

implication for the approval of the Employer in the event of non-availability of specified material. Once approval is granted by the Employer for the design/material, it is to the Employer to pay the additional price, which may result from the use of such alternate design/material (j) Assignment The Contractor may not assign any of its rights and obligations under this Contract to any third party without first obtaining the Employers written agreement thereto. (k) Confidentiality The Contractor shall treat this Contract, its subject matter, its terms, all reports and information gathered further to it, and all related matters as confidential information of the Employer, and the Contractor shall not publish or disclose the same or any particulars thereof to any third party without the prior consent in writing of the Employer. Clause 2- Mobilisation, Commencement & Completion The Contractor shall complete mobilisation of the Works 28 days from the date of receipt of the Building Permit from Dubai Municipality and the Work Permit/Access to site from the Employer (Mobilisation period) The Contractor shall commence the Works on the next day after the end of the mobilization period (Commencement Date) subject to Clause 12 and complete the Whole of the Works within the following 18 weeks (the Completion Date).

SECTION 2 - TERMS AND CONDITIONS

For the purposes of this Contract, the term days shall mean calendar days i.e. actual days including Fridays and public holidays. Clause 3- Program of Works The Contractor shall no later than 14 days after the Commencement Date prepare and submit to the Employer for his approval a program for carrying out the Works. This shall include the Working programmes, Procurement Programmes, Construction/ Installation Programme. Clause 4- Progress and Delays (a) Monitoring and reporting Progress On a monthly basis, the Contractor shall submit a report, in a format acceptable to the Employer, detailing the progress during this period and the progress as compared to the overall programme. (b) Delays/ Revisions

If it becomes apparent that the Works shall not be completed by the Completion Date or any extended date inserted therein in accordance with the provisions of this sub-clause for reasons beyond the control of the Contractor, he shall so notify the Employer, who should extend the time for completion by a reasonable period In all such instances, the Contractor shall prepare and submit to the Employer for approval a revised program showing the modifications of the Program necessary to ensure completion of the whole of the Works or each Section and Portion of the Works. If the Contractor is prevented by circumstances beyond its reasonable control to have delivered on time imported selected materials, he should notify the Employer of the necessity to have the materials delivered to Site by using alternative methods e.g. Air Freight in order to meet the completion date. Depending on the reasons for resorting to such methods, the additional costs that may be incurred may be either fully paid by the Employer or shared with the Contractor. Clause 5- Extension of time After due consultation with the Contractor, the Employer shall grant and notify the Contractor extension, if any, of the Time of Completion of the whole of the Works or of any portion of the Works as may be reasonable in respect of such part as is caused, inter alia, by any of the following events or circumstances: any variation of the works pursuant to Variation Orders issued under Clause 9. any other event or circumstance for which the Employer or some other contractor employed by the Employer is responsible and for which the Contractor is not directly or indirectly responsible. SECTION 2 - TERMS AND CONDITIONS

a force majeure cause as provided for under Clause 10.b. any other obstruction or physical condition not foreseeable by an experienced contractor at the inspection of the site. Any cause of delay giving an entitlment to an extension of time under a sub-clause of these Terms and Conditions.

Such extension of time may result in the need to revise the Program as per Clause 3 and in additional cost due to the Contractor on the terms to be agreed with the Employer.

Clause 6- Practical Completion When the Contractor considers that the whole of the Works or portion of the Works has been completed, he shall give to the Employer , written notice of the date after which the Works may be inspected. The Employer shall inspect the Works within 7 days following the date spec ified in Contractors notice. The Works may be deemed as practically complete if, as determined by the Employer, these are completed sufficiently and in conformity with contract documents and the Site can be properly 5

used for the purpose for which it was built. In such case, the Employer shall, within 7 days, issue a certificate of practical completion, together with a list of any incomplete or defective work, if any. In case of incomplete or defective work, the Contractor undertakes to repair, fix and complete the same within the time set out by the Employer without any additional cost on part of the Employer, on/or before the expiry date of the Defects Liability Period for the Works or Section of the Works (as the case may be).

Clause 7- Defects Liability Any defects, excessive shrinkages or other faults which appear to the Works within Six (6) months of the date of practical completion and are due to any error, omission or negligence attributable to the Contractor or his staff or due to the Cont ractors Materials, Plant or Workmanship not being in accordance with the Contract shall be remedied by the Contractor entirely at his own cost unless the Employer shall otherwise instruct. The Employer shall one month before the expiration of the Defects Liability Period certify, after inspection, the date when it is considered that the Contractors obligations under this clause will be discharged and shall issue a Final Approval Certificate to the Contractor which period should not exceed the one month. Issuance of such certificate shall be issued at the expiration of the Defects Liability Period and should not be unnecessarily withheld or delayed by the Employer.

SECTION 2 - TERMS AND CONDITIONS

Clause 8- Sub contracting The Contractor shall not sub-contract the Works or any part thereof without the written consent of the Employer which consent shall not be unreasonably withheld. Clause 9- Variations The Employer may order in writing prior to the Completion Date, any variation of the form, quality or quantity of the Works or any part thereof that may, in his opinion, be necessary. The Contractor shall be bound to carry out such Variation Order as if the provisions of the same had been incorporated into the Contract, only after written approval by the Employer of the value of the additional work as proposed by the Contractor. During the valuation of the V.O., priority shall be to use, where relevant, the prices in the BOQ/Specifications. If the rates in the B.O.Q. of the Variation item(s) are found to be less than the prevailing market price, the Employer shall value on a fair & reasonable basis. In all the cases, the valuation of the variation order shall consist on the cost plus 15% coordination, risks and profits. In all the cases, the valuation of the variation order shall consist of the cost plus 15% coordination, risks and profits. 6

After receiving any Variation Order, the Contractor shall notify the Employer whether, in his opinion, the Variation Order will result in any need to revise the Program (extension of time) and if, in Contractors opinion, there is such a need, the said written notification shall be accompanied by a proposed revised program for the approval of the Employer.

Clause 10- Risk and Responsibility (a) Contractors Care of the Works The Contractor shall take full responsibility for the care of the Works from the Commencement Date until the date of the Certificate of Practical Completion under Clause 6. Responsibility shall then pass to the Employer. If any loss or damage happens to the Works during the above period, the Contractor shall rectify such loss or damage so that the Works conform with this Agreement.

The Contractor shall indemnify the Employer, its agents and employees against all loss or damage that may occur to the Works and are attributable to the Contractor and against all claims or expenses arising out of the Works, and caused by the Contractor, his agents or employees

SECTION 2 - TERMS AND CONDITIONS

(b) Force Majeure If a Party is or will be prevented from performing any of its obligations by Force Majeure, the Party affected shall notify the other Party within 14 days after the Party became aware of the relevant event or circumstance constituting Force Majeure. If necessary, the Contractor shall suspend the execution of the Works and, to the extent agreed with the Employer, demobilise the Contractors Equipment. If the event continues for a period of 14 days, either Party may then give notice of termination which shall take effect 14 days after submission of the notice. After termination, the Contractor shall be entitled to payment of unpaid balance of the value of the Works executed including the following: i) the cost of the suspension and demobilization; ii) any sums to which the Contractor is entitled. The net balance shall be paid within 14 days after the notice of termination. Clause 11- Insurance The Contractor shall procure and maintain, at their expense from the commencement date until completion date, the insurance policies described below with insurance companies, policy limits and 7

territory covered sufficient to cover the works which are under his scope, with limits not less than those indicated: a) Workmens Compensation and Employers Liability Insurance being coverage in respect of personal injuries (including death, claimants and defence costs) to employees of the contractor and its sub-contractors resulting from or occurring in connection with the carrying out of the works &/ or the remedying of defects therein &/ or the contractors observance or performance of or failure to observe or perform its other obligations under the Contract/ agreement including extended warranty obligations in accordance with UAE labour law &/ or subsequent amendments thereto &/or common law &/ or Shariah Law. Automobile Third Party and Passenger Liability Insurance covering all owned, hired and non owned vehicles automobile equipment used by Contractor or automotive equipment used by Contractor in connection with the performance of the Contract in accordance with applicable laws and regulations of the Country of operation. Such insurance shall provide an unlimited indemnity for death of or injury to persons and the equivalent of not less than UAE Dirhams 250,000/- for loss of or damage to property which shall be extended as may be necessary to cover any additional cover required by statutory requirement in the United Arab Emirates. General Third Party Liability Insurance. The Contractor shall effect and maintain a General Third Party Liability policy with limits of not less than AED 1,000,000/- combined single limit per accident/occurrence, the number of occurrences being unlimited including bodily injury and property damage, contractual liabilities assumed by Contractor, liability for pollution and clean up on a sudden and accidental basis, and with the care custody, and control exclusion deleted.

b)

c)

SECTION 2 - TERMS AND CONDITIONS d) All Risks Insurance An all risks insurance in respect of plant equipment and tolls, covering physical loss, or destruction of, or damage to, all equipment and tolls owned or hired by the contractor and employed for the execution of the services to the landed replacement cost in respect of physical damage to or loss of the same.

There shall be no obligation for the insurance to include loss or damage caused by: i. ii. iii. war, hostilities, invasion, act of foreign enemies, rebellion, revolution, insurrection, or military or usurped power or civil war, ionising radiations, or contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component hereof, Pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds.

iv.

At the inception of this Contract and whenever requested, Contractor shall furnish insurance certificates to evidence the insurance required herein. Contractors insurance shall be carried with insurance companies satisfactory to the Employer and shall contain endorsements 8

stating that insurer will provide thirty (30) days written notice to the Employer on nonrenewal, cancellation, amendment or alteration of such coverage. All deductible amounts, premium, franchise amounts or other charges due with respect to the contractors required insurance detailed herein shall be the sole obligation of Contractor. Maintaining the prescribed insurance shall not relieve the contractor of any other obligation under this Contract. The Contractor will require and assure that each of its sub-contractors shall carry and pay for insurance in amounts and on terms necessary to cover the work and the obligations of the particular sub-contractor. If the Contractor fails or refuses to obtain or maintain any of the insurance specified above, or fails to provide the Employer with certificates of insurance as and when required, or should insurance be cancelled or terminated, the Employer shall have the right, but not the obligation, to procure the same and costs of such procurement shall be deducted from any sums due or thereafter becoming due to contractor. The Contractor shall ensure that the policy, or each of the policies, of insurance referred in this Contract contains a waiver by the insurers of any and all rights of subrogation they might otherwise be able to exercise against the Employer or any of its directors, managers, officers, employees, or agents and representatives. The amounts not insured or not recovered from the insurers shall be borne by the Employer and the Contractor in accordance with their responsibilities under the Contract.

SECTION 2 - TERMS AND CONDITIONS

Clause 12 - Payments (a) Advance Payment An Advance Payment equal to 20% of the Contract Price shall be made by the Employer at the signing of this Contract. (b) Interim Payments The Employer shall upon submission of invoice by the Contractor commencing at the end of four weeks calculated from the date of commencement (inserted in clause 2) and every subsequent 4 weeks, certify interim payments to the value of work executed, including 80% of the value of any materials or any goods on site for the purpose of the Works and the Employer shall certify and pay to the Contractor the amount so certified within Fourteen days of the Invoice submission date. Final payment shall be effected within 7 days of submission of the payment request by the Contractor subject to satisfactory completion of the works as determined by the Employer. 9

Without prejudice to Clause 13, any delay in payment by the Employer shall entitle the Contractor to receive financing charges compounded monthly on the basis of Libor + 2 interest rate on the amount unpaid during the period of delay. The Contractor shall be entitled to such payment without formal notice and without prejudice to any other right or remedy. Clause 13- Provision of Records and other Documents The Contractor shall provide, as a prerequisite to substantial completion of the Works, comprehensive record documents finalised in detail and approved by the Employer. Following the completion of the On site works, the Contractor shall submit within 60 days, operations and maintenance manuals in sufficient detail for for the Employer to operate, maintain, dismantle, reassemble, adjust and repair the Works. The operations and maintenance manuals shall include all supplier brochures, technical specifications and the like, contact addresses and numbers, together with manufacturers warranties, licenses and other agreements. On completion of the Works, the Contractor shall also submit copies in paper and electronic format- of the as-built drawings for the site.

SECTION 2 - TERMS AND CONDITIONS Clause 14- Termination (a) Termination by Employer The Employer shall be entitled to terminate this Contract if the Contractor: i) despite notice(s) by the Employer, fails to proceed regularly and diligently with the Work ii) refuses to comply with any instructions issued by the Employer and/ or the Consultant in accordance with the contract. To delete iii) despite notice(s) by the Employer, commits a breach of the rules, regulations and laws in force in the United Arab Emirates. iv) becomes bankrupt or makes any composition or arrangement with his creditors or has a proposal in respect of his company for a voluntary arrangement for the composition of debts or has an application made in respect of his company to the court for the appointment of an administrator or has a winding up order made or a resolution for voluntary winding up passed. All expenses consequent thereon or incidental thereto shall be recoverable from the Contractor, or may be deducted by the Employer from any monies due or which become due to the Contractor. However, the Employer shall not be entitled to terminate the contract for the reasons mentioned above, before a 15 days notice having been duly sent to the Contractor. 10

(b) Termination by the Contractor The Contractor shall be entitled to terminate this Contract and to recover from the Employer such amount of the costs as shall be determined by the Consultant if the Employer: i) does not pay to the Contractor amount due him within (14) days after the due time for payment stated in these conditions. ii) suspends the Works for a continuous period in excess of one month without a reason. (c) Payment on Termination Upon termination of the Contract, the Contractor shall cease the Work and vacate the Site. The termination shall be without prejudice to any rights or obligations which have occurred between the Parties prior to such termination. The amount due to the Contractor at the time of such termination shall be the value of work actually carried out by the Contractor under the Contract, the cost of his suspension and demobilisation, as well as the value of any of the unused or partially used materials, any Contractors Eq uipment and any Temporary works, in addition to the loss of profit.

SECTION 2 - TERMS AND CONDITIONS

Clause 15- Governing Law and Arbitration This Contract is subject to UAE Laws and Regulations. Any dispute connected with the formulation, performance, interpretation, nullification, termination or invalidation of this Contract or arising therefrom or related thereto in any manner whatsoever shall be first discussed between the parties to the contract to seek an amicable settlement. In case of failure to reach an amicable settlement within 30 days following a notice of dispute was given, the dispute shall be referred for arbitration in accordance with the provisions set forth in the Rules of Commercial Conciliation and Arbitration of the Dubai Chamber of Commerce and Industry. The arbitration will be conducted in Dubai by one arbitrator. The language of the proceedings shall be English. The decision of the arbitrator shall be final and binding on the Parties and shall not be subject to appeal to any Court or other body.

11