COLLATERAL WARRANTY

This AGREEMENT is made the day of 2014 (the

"Agreement")

[To be signed with each Contractor/Consultant supplying works and/or services at CP7
refer to clause XXX of the GCOC.]

BETWEEN:-

(1) [ ] a company duly organised and existing under the laws of [insert] with
commercial registration number [insert] and having its registered office in [place] (the
“[Contractor/Consultant]1” which expression shall include its successors in title
transferees and assigns);

(2) Lusail Real Estate Development Company W.L.L., a company incorporated and existing
under the laws of the State of Qatar and duly registered under Commercial Registration
number 40333 having its registered off at P.O. Box 26060, Doha, State of Qatar (the
“Employer” which expression shall include its successors in title transferees and
assigns); and

(3) Qatar Railways Company a company duly organised and existing under the laws of Qatar
with commercial registration number [insert] and having its registered office at P.O. Box
29988, Doha, Qatar (“QRC” which expression shall include its successors in title
transferees and assigns),

together the “Parties”.

WHEREAS:-

(A) The Employer has entered into a contract (the "Contract") dated [ ] 20[ ] with
the [Contractor/Consultant] for the [construction and/or design] of certain railway works2
in Contract Package Number 7 (the "Works", as more fully described in [insert relevant
section] of the Contract) located in Lusail City Development - 15km north of Doha city
centre, in Qatar. Where the Contract relates only to design of the Works by a Consultant
then this shall be known in this Agreement as the Consultant’s Services.

(B) As a term of the Contract, the Employer requires the [Contractor/Consultant] to enter into
this Agreement in favour of QRC.

(C) The Parties agree to be bound by the terms of this Agreement.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-

1
Delete “Contractor” or “Consultant” and “Works” or “Services” throughout as appropriate.
2
The specific sections of the scopes referring to the railway works/services being carried out by LREDC on behalf
of QRC need to be referred to here.
1. Warranties/Undertakings

The Contractor hereby WARRANTS and UNDERTAKES to QRC that it has carried out
and will continue to carry out the [construction and/or/design] of the Works in
compliance with the terms of the Contract and all incorporated and/or associated
documents, drawings and specifications (as amended from time to time), and, without
prejudice to the generality of the foregoing, the Contractor WARRANTS and
UNDERTAKES to the QRC as follows:-

1.1 that the [Consultant/Contractor] has exercised and will continue to exercise all reasonable
skill and care in:

1.1.1 the design of the Works insofar as the Works have been or will be designed by the
[Consultant/Contractor], its servants, agents, subcontractors or suppliers; and

1.1.2 the selection of materials and goods for the Works insofar as such materials and
goods have been or will be selected by the Contractor, its servants agents,
subcontractors or suppliers;

1.2 that the [Works/Services] will, when completed, satisfy any performance specification or
requirement included or referred to in the Contract;

1.3 that the [Works/Services] and the materials and goods used therein (where applicable)
will correspond as to description, quality and condition with the requirements of the
Contract and be of sound manufacture and workmanship (where applicable);

1.4 that it has performed and shall continue (properly and diligently) to perform all of its
obligations under the Contract and will owe the same contractual duties (including
without limitation, duties of care) to QRC as those owed by the [Contractor/Consultant]
to QRC;

1.5 that (where applicable) it has not used or specified for use and shall not use or specify for
use in connection with the Works any goods, materials, substances or products not in
accordance with relevant standards and codes of practice or otherwise generally known or
suspected within the construction or engineering industries at the time of use or
specification (as appropriate) to be deleterious to health and safety or to the durability of
the Works in the particular circumstances in which they are used;

1.6 [that where the Contractor obtains manufacturer’s warranties in respect of any element of
the Works that it shall obtain such warranties for the maximum duration possible without
incurring additional cost and shall obtain warranties that are freely assignable to any
operator appointed by QRC to operate and maintain the Works following completion of
such works]3; and

1.7 that where the [Contractor/Consultant] has carried out any [work/services] on behalf of
QRC prior to its engagement by the Employer (including without limitation the

3
Delete if this relates to a Consultant’s appointment.
 preparation of documents and drawings for inclusion in the Contract) the warranties and
undertakings of the [Contractor/Consultant] under this clause 1 shall apply in respect of
such work.

2. Liability of [Contractor/Consultant]

2.1 The obligations of the [Contractor/Consultant] under or pursuant to clause 1 hereof shall
be in addition to and without prejudice to any other present or future liability of the
[Contractor/Consultant] to QRC (including without prejudice to the generality of the
foregoing any liability in negligence) and shall not be released diminished or in any other
way affected by any independent enquiry into any relevant matter which may be made or
carried out by or on behalf of QRC, by any person nor by any action or omission of any
person whether or not such action or omission might give rise to an independent liability
of such person to QRC.

2.2 Failure by QRC at any time to enforce any provision of this Agreement or to require
performance by the [Contractor/Consultant] of any of the provisions of this Agreement
shall not be construed as a waiver of any such provision and does not affect the validity
of the Agreement or any part of the Agreement or create any estoppel or in any other way
affect the right of QRC to enforce any provision in accordance with its terms.

3. Licence

The [Contractor/Consultant], as beneficial, owner hereby GRANTS to QRC an

irrevocable perpetual royalty-free non-exclusive licence to use, exploit, reproduce and
maintain and make any modifications, adaptations or alterations to any material used in
the performance of this Agreement including but not limited to all drawings, details,
plans, specifications, schedules, reports, calculations and other work and the designs
contained in them which have been, or are hereafter, produced or furnished by the
[Contractor/Consultant] for use solely in connection with the [Works/Services], including
the execution, completion, maintenance, replacement, operation, alteration or
modification (but not including any duplication of the Works) and repair thereof. Such
licence shall carry the right to grant sub-licences and shall be transferable to third parties.

4. [Insurance4

4.1 The [Contractor/Consultant] shall take out and maintain professional indemnity insurance
with a limit of indemnity of £[],000,000 for any one claim and in the aggregate with two
reinstatements of limit annually provided that such cover is available at commercially
reasonable terms, for a period of 10 years following completion.

4.2 When requested in writing by QRC, the [Contractor/Consultant] shall provide to QRC
certificates which state that the insurance which the [Contractor/Consultant] is required to
maintain by this Agreement is in force, not more than once in each period of cover. The
certificates must be signed by the [Contractor’s/Consultant’s] insurer or insurance broker.

4
This Clause is optional and should only be considered if the Contractor/Consultant has design responsibilities
4.3 The [Contractor/Consultant] shall comply with the terms and conditions of the insurance
policy and shall not take or fail to take any reasonable action, or (in so far as it is
reasonably within its power) permit anything to occur in relation to it which would entitle
any insurer to refuse to pay any claim or avoid, suspend or defeat (in whole or in part)
such policy.]

5. Assignment

QRC may (without the consent of the [Contractor/Consultant]) assign and/or charge the
benefit of this Agreement and/or any of the present or future rights, interests and benefits
of QRC hereunder to any third party.

6. The Contract

The [Contractor/Consultant] UNDERTAKES to QRC not to vary or depart from the

terms and conditions of the Contract without the prior written consent of QRC and agrees
that any variation or departure made without such consent shall not be binding on QRC
or affect or prejudice QRC's rights hereunder or under the Contract or in any other way.

7. Communications

7.1 Each communication under this Agreement shall be communicated in a form which can
be read, copied and recorded. Writing shall be in English.

7.2 A communication shall have effect when it is received at the address above or at the last
address notified by the recipient for receiving communications.

8. Partial Invalidity

If any term, condition or provision of this Agreement is held to be invalid, unlawful or

unenforceable to any extent, such term, condition or provision shall not affect the
validity, legality or enforceability of the remaining parts of this Agreement.

9. Continuing Effect

Notwithstanding the completion of the [Works/Services], or any part thereof, this

Agreement shall continue to have effect.

10. Employer's Consent

The Employer, by its execution hereof, agrees to the terms and conditions of this
Agreement.

11. Law

This Agreement shall be governed by and construed in accordance with the laws of
Qatar.
IN WITNESS whereof this Agreement is intended to be and is hereby delivered on the day and
year first above written.

CONTRACTOR

Executed and Delivered as an Agreement )

by )
[ ] )
acting by:

Director:

Director/Secretary:

EMPLOYER

Executed and Delivered as an Agreement )

by )
[ ] )
acting by:

Director:

Director/Secretary:

QRC

Executed and Delivered as an Agreement )

by )
[ ] )
acting by:

Director:

Director/Secretary: