Service Agreement

SERVICE AGREEMENT FOR PROVISION
OF SAFETY AND HEALTH OFFICER FOR

PETRONAS CARIGALI IRAQ HOLDING Section:
B.V. Terms and Conditions
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SERVICE AGREEMENT NO.:
PCIHBV/2019/HSE/2286
SERVICE AGREEMENT NO.: PCIHBV/2019/HSE/2286
BETWEEN
PETRONAS CARIGALI IRAQ HOLDING B.V
AND
[…………………………]
FOR
SERVICE AGREEMENT FOR PROVISION OF SAFETY AND HEALTH OFFICER FOR PETRONAS
CARIGALI IRAQ HOLDING B.V.
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TABLE OF CONTENTS
ARTICLE TITLE
PREAMBLE
1 SERVICE AGREEMENT DOCUMENTS
2 DEFINITIONS
3 DURATION OF SERVICE AGREEMENT
4 SCHEDULE OF COMPENSATION
5 INVOICING AND PAYMENTS
6 STANDBY LETTER OF CREDIT AND PERFORMANCE GUARANTEE
7 TAXES AND GOVERNMENT CHARGES
8 ACCESS AND AUDIT
9 LIABILITIES AND INDEMNITIES
10 INSURANCE
11 CONTRACTOR'S OBLIGATIONS
12 PCIHBV'S RIGHTS AND OBLIGATIONS
13 ACTIONS OF BEHALF OF PCIHBV
14 PCIHBV SERVICE AGREEMENT ADMINISTRATOR AND REPRESENTATIVE
15 CONTRACTOR SERVICE AGREEMENT ADMINISTRATOR AND
REPRESENTATIVE
16 HEALTH, SAFETY AND ENVIRONMENT
17 LIENS AND CLAIMS
18 SUSPENSION OF WORK
19 TERMINATION
20 CHANGES
21 WARRANTY
22 ACCEPTANCE OF WORK
23 SUBCONTRACTS AND ASSIGNMENT
24 LOCAL CONTENT
25 FORCE MAJEURE
26 LIQUIDATED DAMAGES
27 CONFLICT OF INTEREST
28 COMPLIANCE WITH LAW
29 CONFIDENTIALITY
30 DISPUTE RESOLUTION
31 INDEPENDENT CONTRACTOR
32 GOVERNING LAW AND LANGUAGE
33 INTELLECTUAL PROPERTY RIGHTS
34 ENTIRE AGREEMENT
35 NON-EXCLUSIVE AGREEMENT
36 LIMITATION OF LIABILITY
37 SURVIVAL
38 NOTICES
39 TRANSFER OF TITLE AND RISK OF LOSS
40 TRAINING
41 WAIVERS
42 SEVERABILITY
TESTIMONIUM
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EXHIBITS
EXHIBIT I SCOPE OF WORK

EXHIBIT II SCHEDULE OF COMPENSATION
EXHIBIT III ADMINISTRATIVE PROCEDURES
EXHIBIT IV STAND BY LETTER OF CREDIT (SBLC) AND PERFORMANCE
GUARANTEE FORMAT
EXHIBIT V CONTRACTOR’S PERSONNEL AND RÉSUMÉS
EXHIBIT VI CONSEQUENCE MANAGEMENT FOR HSE NON-COMPLIANCE
EXHIBIT VII LOGISTICS, INFRASTRUCTURE AND RESOURCES ASSESSMENT
EXHIBIT VIII PACKING, MARKING, SHIPPING AND DOCUMENTATION
EXHIBIT IX ACCEPTABLE IRAQI BANKS
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PREAMBLE
This agreement (hereinafter referred to as the “SERVICE AGREEMENT") is made and entered into
this [●] day of [●], 201[●].
Between
PETRONAS CARIGALI IRAQ HOLDING B.V., a company incorporated under the laws of the
Netherlands and having its registered office at Claude Debussylaan 24, 1082 MD Amsterdam, The
Netherlands, and its business office at Level 4, Precinct 2, Dubai International Financial Centre, P.O
Box 506594, Dubai, United Arab Emirates (hereinafter referred to as "PCIHBV") of the first part;
And
[●], a company incorporated under the laws of [●] having its registered office and place of business at
[●] (hereinafter referred to as "CONTRACTOR") of the second part.
(Hereinafter the parties of the first and second parts may be referred to singularly as "Party" and
collectively as "Parties").
WHEREAS:
A. PCIHBV is engaged in the exploration, appraisal, development and production operations and
generally all and any petroleum operations pursuant to the Development and Production Service
Contract for the Garraf Contract Area of the Republic of Iraq;
B. PCIHBV requires the Service Agreement for Provision of Safety and Health Officer as detailed
in the relevant Exhibits attached hereto (hereinafter referred to as the "WORK"), subject to the
terms and conditions of this SERVICE AGREEMENT, and the CONTRACTOR desires to
furnish such WORK pursuant to the terms and conditions of this SERVICE AGREEMENT for
the consideration herein stated; and
C. The CONTRACTOR represents that it is able and willing to perform the WORK and that it has
the experience and capability to do so expeditiously and according to the requirements and
specifications set out herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth
herein, the Parties hereto agree as follows:
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ARTICLE 1
SERVICE AGREEMENT DOCUMENTS
1.1 The SERVICE AGREEMENT documents are to be read as a whole and are to be taken as
mutually explanatory of one another. The effect or operation of any ARTICLE or Clause in
the SERVICE AGREEMENT documents must unless otherwise specifically stated be read
subject to any relevant qualification or modification in any other Article or Clause in the
SERVICE AGREEMENT documents. The following documents together constitute this
SERVICE AGREEMENT:
SERVICE AGREEMENT FORM Articles 1 to 42 inclusive
EXHIBIT I SCOPE OF WORK

EXHIBIT II SCHEDULE OF COMPENSATION
EXHIBIT III ADMINISTRATIVE PROCEDURE
EXHIBIT IV STANDBY LETTER OF CREDIT (SBLC) & PERFORMANCE
GUARANTEE
EXHIBIT V CONTRACTOR’S PERSONNEL AND RÉSUMÉS
EXHIBIT VI CONSEQUENCE MANAGEMENT
EXHIBIT VII LOGISTICS, INFRASTRUCTURE AND RESOURCES ASSESSMENT
Each of the EXHIBITS, attachments, annexes and schedules attached or referred hereto shall
form an integral part of this SERVICE AGREEMENT. In the event of any ambiguity,
inconsistency or conflict between the provisions of the SERVICE AGREEMENT FORM and
the EXHIBITS listed above, the SERVICE AGREEMENT FORM shall take precedence and
prevail over the EXHIBITS to the extent of the inconsistency. In the event of any
inconsistency between the provisions of the EXHIBITS, the PCIHBV REPRESENTATIVE
will make the decision on which EXHIBIT(S) should prevail over the other(s).
1.2 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 SERVICE AGREEMENT.
1.3 All standards, codes, specifications, drawings, instructions and other documents which are
referred to in the SERVICE AGREEMENT documents mentioned in ARTICLE 1.1
(SERVICE AGREEMENT DOCUMENTS) above shall be deemed incorporated herein by
reference and made a part hereof.
1.4 The CONTRACTOR shall provide and do everything necessary for the proper execution of
the WORK until its completion according to the true intent and meaning of the SERVICE
AGREEMENT documents taken together whether the same may or may not be particularly
shown or described provided the same is reasonably inferred therefrom.
1.5 The CONTRACTOR has examined the various documents which together comprise the
SERVICE AGREEMENT DOCUMENTS and is satisfied that there are no ambiguities,
errors, mistakes, deficiencies, lack of accuracy, discrepancies, inconsistencies, divergences,
design or construction impracticalities or omissions from, within or between such documents
and that such documents are sufficient in all respects for the purposes of carrying out and
completing the WORK. The CONTRACTOR’s failure to notify PCIHBV of deficiencies,
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omissions, contradictions or ambiguities in the SERVICE AGREEMENT shall be deemed to

be the CONTRACTOR’s confirmation that there are no deficiencies, omissions,
contradictions or ambiguities in the SERVICE AGREEMENT.
1.6 If after the EFFECTIVE DATE, there are any ambiguities, errors, mistakes, deficiencies, lack
of accuracy, discrepancies, inconsistencies, divergences, design or construction
impracticalities or omissions from, within or between any of the SERVICE AGREEMENT
documents including any ambiguities, errors, mistakes, deficiencies, lack of accuracy,
discrepancies, inconsistencies, or divergences, design or construction impracticalities or
omissions from, within or between parts of any one of them are found, notice shall
immediately be given to PCIHBV, specifying the ambiguity, errors, mistakes, deficiency, lack
of accuracy, discrepancy, inconsistency, divergence, design or construction impracticality or
omission and PCIHBV shall issue instructions in regard thereto. The CONTRACTOR shall
perform rectification, remedial and corrective work. PCIHBV and the CONTRACTOR agree
that such ambiguity, errors, mistakes, deficiencies, lack of accuracy, discrepancy,
inconsistency, divergence, design or construction impracticality or omission shall not vitiate
this SERVICE AGREEMENT. No instruction given by PCIHBV under this Article shall
amount to a CHANGE ORDER and the CONTRACTOR shall not be entitled to any extension
of time or extra payment in respect thereof.
1.7 None of the documents herein before mentioned shall be used by the CONTRACTOR for any
purpose other than for the performance of this SERVICE AGREEMENT.
END OF ARTICLE 1
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ARTICLE 2
DEFINITIONS
2.1 Unless the context otherwise requires, the following terms and expressions in the SERVICE
AGREEMENT shall have the meanings respectively assigned to them and words importing the
singular include the plural and vice versa.
"AFFILIATE" means any company or other entity that directly or indirectly through one or
more intermediaries, controls or is controlled by or is under common control with a Party to
this SERVICE AGREEMENT. "Control" 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.
“BEST INDUSTRY PRACTICES” means all those uses, standards and practices that are, at
the time in question, generally accepted in the industry in which the CONTRACTOR is engaged
in as being good, safe, economical, environmentally sound and efficient. They should reflect
standards of service and technology that are either state-of-the-art or otherwise appropriate to
the operations in question, and should be applied using standards in all matters that are no less
rigorous than those in use by contractors performing similar work in other global operations.
"CHANGE ORDER" means a document to be issued by PCIHBV which sets forth mutually
agreed changes to this CONTRACT and the basis on which the CONTRACTOR will be
compensated for the change, if applicable, after the submission of a CHANGE ORDER
PROPOSAL by CONTRACTOR in the format provided in EXHIBIT IV -
ADMINISTRATIVE PROCEDURES and approval of the same by PCIHBV, all in
accordance with ARTICLE 20 (CHANGES).
"CHANGE ORDER PROPOSAL" shall mean the proposal submitted by the

CONTRACTOR pursuant to ARTICLE 20 (CHANGES).
"CONFIDENTIAL INFORMATION" shall mean any knowledge and information, whether

or not related to the WORK, at any time disclosed to the CONTRACTOR by or on behalf of
PCIHBV in writing, in drawings or in any other way or form, irrespective of media, as well as
all data derived therefrom, whether directly or indirectly, to the extent that such knowledge and
information at the time of such disclosure or acquisition is not:
a) in the free possession of the CONTRACTOR ; or
b) part of public knowledge or literature ; or
c) received by the CONTRACTOR from a third party having no obligation of secrecy
with respect thereto.
"CONTRACTOR" shall mean the Party having a SERVICE AGREEMENT with PCIHBV
for the performance of the WORK or part thereof as set forth in the SERVICE AGREEMENT
and includes its SUBCONTRACTORS, the CONTRACTOR's personnel, representatives,
successors, authorised parties and such other persons or body of persons to whom the
CONTRACTOR has assigned this SERVICE AGREEMENT upon prior written approval of
PCIHBV.
"CONTRACTOR PERSONNEL" shall mean all personnel provided by CONTRACTOR as

defined in ARTICLE 11.9 (CONTRACTOR’S OBLIGATIONS).
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"CONTRACTOR REPRESENTATIVE" shall mean the CONTRACTOR’s appointed

representative whose roles are defined in ARTICLE 15 (CONTRACTOR SERVICE
AGREEMENT ADMINISTRATOR AND REPRESENTATIVE).
"CONTRACTOR SERVICE AGREEMENT ADMINISTRATOR" shall mean the

member of the CONTRACTOR PERSONNEL whose roles are defined in ARTICLE 15
(CONTRACTOR SERVICE AGREEMENT ADMINISTRATOR AND
REPRESENTATIVE).
“EFFECTIVE DATE” shall mean [dd/mm/yyyy i.e. the date as specified in the Letter of
Award], upon which date the SERVICE AGREEMENT shall be in full force and effect.
“EXHIBIT” shall mean the any of the documents so named and referred to in ARTICLE 1.1
(SERVICE AGREEMENT DOCUMENTS) of this SERVICE AGREEMENT.
"EXPERT" shall mean any person, group of persons, partnership or company mutually agreed
upon by PCIHBV and CONTRACTOR in order to expedite the settlement of any particular
matter as described in ARTICLE 30 (DISPUTE RESOLUTION).
“GARRAF CONTRACT AREA” means the area as stipulated in ITEM 1 of EXHIBIT I -

SCOPE OF WORK.
“GOVERNMENT” shall mean the government of the Republic of Iraq and/or any political
subdivision thereof, including but not limited to any governmental or quasi-governmental
agency, organisation or emanation thereof.
“GROSS NEGLIGENCE” means any act or failure to act (whether sole, joint or concurrent)
by any person or entity which was in reckless disregard of or in wanton indifference to, which
causes harmful consequences that such person or entity knew, or should have known, such act
or failure would have, including on the safety or property of another person or entity.
“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 as the case may be.
"PCIHBV" shall mean PETRONAS Carigali Iraq Holding B.V and includes its
representatives, successors, nominees and permitted assigns and shall, where the context so
admits and requires, also include its employees, agents and representatives.
"PCIHBV SERVICE AGREEMENT ADMINISTRATOR" shall mean PCIHBV’s

personnel whose roles are defined in ARTICLE 14 (PCIHBV SERVICE AGREEMENT
ADMINISTRATOR AND REPRESENTATIVE).
"PCIHBV REPRESENTATIVE" shall mean the PCIHBV appointed representative whose

roles are defined in ARTICLE 14 (PCIHBV SERVICE AGREEMENT
ADMINISTRATOR AND REPRESENTATIVE).
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“PERFORMANCE GUARANTEE” shall mean the guarantee as to performance issued by

the parent company or principal technical partner of the CONTRACTOR, or where the
CONTRACTOR is a consortium, the parent company of each member of the consortium, in the
form as set out in EXHIBIT V - STANDBY LETTER OF CREDIT (SBLC) AND
PERFORMANCE GUARANTEE FORMAT.
“PUBLIC HOLIDAY” shall mean any public holiday in the Republic of Iraq and/or the United
Arab Emirates.
“RELEASE ORDER” shall mean a document to be issued by PCIHBV according to the

format provided in EXHIBIT IV – ADMINISTRATIVE PROCEDURES to the
CONTRACTOR in order to commence the WORK.
"SERVICE AGREEMENT" shall mean the terms and conditions of this SERVICE
AGREEMENT FORM and all EXHIBITS, references and documents attached hereto or
incorporated by reference, all as may mutually be amended from time to time in accordance
with the terms of this SERVICE AGREEMENT.
"SERVICE AGREEMENT PRICE" shall mean the unit price and/or the rates payable to the
CONTRACTOR under this SERVICE AGREEMENT as specified and qualified in EXHIBIT
II - SCHEDULE OF COMPENSATION, in consideration of which CONTRACTOR has
agreed to execute and complete the WORK and the remedying of any defects therein, subject
to such addition thereto or deduction therefrom as may be made under the provisions herein
contained.
“STANDBY LETTER OF CREDIT” or “SBLC” means the approved, unconditional and

irrevocable on-demand Standby Letter of Credit issued by an international bank approved by
PCIHBV in the sum of five percent (5%) of the SERVICE AGREEMENT PRICE effective
from the EFFECTIVE DATE until sixty (60) days after the expiry of this SERVICE
AGREEMENT including any extensions thereto to be provided by the CONTRACTOR to
PCIHBV as per the format stipulated in EXHIBIT V – STANDBY LETTER OF CREDIT
(SBLC) AND PERFORMANCE GUARANTEE FORMAT.
"SUBCONTRACT" shall mean any contract between the CONTRACTOR and any other third
party or parties as approved in writing by PCIHBV for the performance of the WORK or any
part thereof.
"SUBCONTRACTOR" shall mean any third party having a SUBCONTRACT with the
CONTRACTOR, as approved in writing by the PCIHBV SERVICE AGREEMENT
ADMINISTRATOR, for the performance of the WORK or any part thereof, and the legal
successors in title to these persons.
“TAX” or “TAXES” shall include but shall not be limited to all income, turnover profit,
withholding, value added, sales, service, excise, storage, capital gains, consumption and use
taxes, licences, permit and registration fees, franchise, excess profits and/or royalties payable
by the CONTRACTOR, as well as all other taxes, personal income and/or property taxes, all
employment taxes and contributions imposed by law, or trade union contracts, or regulations
with respect to or measured by the compensation (wages, salaries or others) paid to
CONTRACTOR PERSONNEL and other employees of the CONTRACTOR including,
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without limitation, taxes and contributions for unemployment and compensation insurance, old
age benefits, welfare funds, pensions and annuities and disability insurance and similar items,
which are imposed by or on behalf of the GOVERNMENT or any other government or tax
authority, and includes any or all penalties, interest and fines in respect thereof.
“WILFUL MISCONDUCT” means any action or omission by any person which was intended
to result in and/or which was in wilful disregard to harmful consequences, including, without
limitation, harm to health, safety, or property that such person knew, or should have known,
such act or failure would have on the safety or property of another person.
"WORK" shall mean all activities or work to be performed and rendered by the
CONTRACTOR or its SUBCONTRACTOR as expressly set forth in EXHIBIT I – SCOPE
OF WORK and all of the CONTRACTOR's activities that are reasonably inferable from the
description of the WORK therein. This shall include work performed pursuant to any
RELEASE ORDER or CHANGE ORDER which may be issued to the CONTRACTOR from
time to time, which shall become part of the WORK whereby all terms and conditions of this
SERVICE AGREEMENT shall govern the performance thereof.
"WORKSITE" shall mean the sites, areas, places in the area of operations as designated by
PCIHBV where the WORK is to be performed, including but not necessarily limited to Garraf
Base Camp and its adjacent areas.
MEANING IN CONTEXT
2.2 Wherever in the SERVICE AGREEMENT any provision is made for delivery of documents,
drawings, specifications and other documents to PCIHBV, the CONTRACTOR shall deliver
the said documents, drawings, specifications and other documents, both in hard copy format
and in a computerised format as may be determined by PCIHBV. References to documents or
other instruments include all amendments and replacements thereof and supplements thereto.
2.3 The headings and subheadings in the SERVICE AGREEMENT are used for convenience and
ease of reference only and such emphasis shall not be deemed to be part thereof or taken into
consideration in the interpretation or construction of this SERVICE AGREEMENT.
2.4 Words importing the singular only also include the plural and vice versa. Words importing a
particular gender shall include all other genders.
2.5 Wherever in the SERVICE AGREEMENT provision is made for a communication to be

"written" or "in writing", this shall mean any type-written or printed communication, including
facsimile transmissions. "Approved" and "approval" wherever used shall mean
approved/approval in writing, including subsequent written confirmations of previous verbal
approvals by PCIHBV.
2.6 Wherever in the SERVICE AGREEMENT provision is made for the giving of notice, consent
or approval by any person, such notice, consent or approval shall unless otherwise specified in
writing and the word "notify" and "notice" shall be construed accordingly.
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2.7 The terms “hereof”, “herein”, “hereby”, “hereto” and similar words refer to the SERVICE
AGREEMENT in its entirety and not any particular ARTICLE, EXHIBIT or any other
subdivision of the SERVICE AGREEMENT.
2.8 The words “include” or “including” shall be deemed to be followed with “without limitation”
or “but not limited to” whether or not they are followed by such phrases or words of like import.
2.9 Whenever in this SERVICE AGREEMENT it is provided that an amount is to be added to or

deducted from the SERVICE AGREEMENT PRICE or dealt with by adjustment of the
SERVICE AGREEMENT PRICE, then as soon as such amount is ascertained in whole or in
part such amount shall be taken into account and the revised SERVICE AGREEMENT PRICE
shall mean the sum after such addition, deduction or adjustment.
2.10 In this SERVICE AGREEMENT, all references to "days" shall mean calendar days unless
Business Days are specified. “Business Day” shall mean the day PCIHBV is open for business
and operation. All references to "months" shall mean a period starting on one day in a calendar
month reckoned in the Gregorian Calendar, and ending on the numerically corresponding day
in the next calendar month (and references to “months” shall be construed accordingly) save
that, where any such period would otherwise end on a day which is not a Business Day, it shall
end on the next Business Day. If any such period starts on the last Business Day in a calendar
month or if there is no numerically corresponding day in the month in which that period ends,
that period shall end on the last day in that later month save as aforesaid. All references to
"years" shall mean years reckoned in the Common Era consisting of 365 calendar days or, in
case of a leap year, 366 calendar days.
2.11 All references to provisions of statutes, regulations, by-laws or any written law include such
provisions as amended, modified, re-certified or re-enacted.
2.12 All references to this SERVICE AGREEMENT shall be construed as a reference to such
SERVICE AGREEMENT as amended, modified or supplemented and in effect from time to
time and shall include a reference to any document which amends, modifies or supplements it,
or is entered into, made or given pursuant to or in accordance with its terms.
2.13 All references to documents or other instruments include all amendments and replacements
thereof and supplements thereto.
2.14 Words importing persons or parties shall include firms and corporations and any organisation
having legal capacity.
2.15 References to persons include their successors and any permitted transferees and assigns.
2.16 All requests, approvals, notices and agreements required under this SERVICE AGREEMENT
shall be in writing.
2.17 All accounting terms used herein shall be interpreted and all accounting classifications and
determinations hereunder shall be made in accordance with approved accounting standards
which have been issued and adopted from time to time by the International Accounting
Standards Board or in accordance with generally accepted accounting principles.
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2.18 No rule of construction shall apply to the detriment of any Party by reason of that Party having
control and/or was responsible for the preparation of this SERVICE AGREEMENT or any part
thereof.
2.19 In carrying out its obligations and duties under the SERVICE AGREEMENT, the Parties shall
have an implied obligation of good faith.
END OF ARTICLE 2
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ARTICLE 3
DURATION OF SERVICE AGREEMENT
3.1 Subject to the termination provision provided under this SERVICE AGREEMENT or unless
frustrated or otherwise discontinued, the term of this SERVICE AGREEMENT shall
commence on the EFFECTIVE DATE, and shall be valid for a period of three (3) years from
the EFFECTIVE DATE.
3.2 PCIHBV shall have the right at its sole discretion to extend this SERVICE AGREEMENT for
a further period of one (1) year by giving written notice to the CONTRACTOR thirty (30)
days prior to the expiry date of this SERVICE AGREEMENT. During such extended period
of the SERVICE AGREEMENT, all terms and conditions of this SERVICE AGREEMENT
shall continue to apply.
3.3 No WORK shall be commenced unless and until the STANDBY LETTER OF CREDIT and
PERFORMANCE GUARANTEE stipulated under ARTICLE 6 (STANDBY LETTER OF
CREDIT AND PERFORMANCE GUARANTEE) and such insurance policies as specified
under ARTICLE 10 (INSURANCE), as well as a valid Security Service License issued by
the Ministry of Interior of the Republic of Iraq as stipulated in EXHIBIT I – SCOPE OF
WORK have been deposited with PCIHBV.
3.4 The time stipulated for the performance of the WORK and/or delivery of the WORK is of the
essence of this SERVICE AGREEMENT. The CONTRACTOR agrees to affect performance
of the WORK and/or delivery of the WORK and mobilise the CONTRACTOR PERSONNEL
on or before the stipulated dates as stated in this SERVICE AGREEMENT. If the delivery,
mobilisation or performance of the WORK is likely to be delayed, the CONTRACTOR shall
immediately notify PCIHBV in writing, giving justifications for such delay.
END OF ARTICLE 3
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ARTICLE 4
SCHEDULE OF COMPENSATION
4.1 In full consideration of the satisfactory execution of the WORK and the satisfactory fulfilment
of the CONTRACTOR’s other obligations under the SERVICE AGREEMENT, PCIHBV
shall, subject to the provisions of this SERVICE AGREEMENT, pay or cause to be paid the
amounts detailed in EXHIBIT II – SCHEDULE OF COMPENSATION for the satisfactory
performance of the WORK in accordance with this SERVICE AGREEMENT. The SERVICE
AGREEMENT PRICE shall not be subjected to change for any reason whatsoever including,
but not limited to, cost escalation, currency fluctuations or minimum order size/tonnage. No
price variation shall be allowed during the term of this SERVICE AGREEMENT save as
authorised by an approved CHANGE ORDER.
4.2 Unless specifically excluded, all prices shall be stated in United States Dollars (USD) and
shall be deemed to be inclusive of labour, material, transport, delivery, handling, packaging
and other related charges and services necessary for the successful performance and
completion of the WORK. The CONTRACT PRICE shall also include all rentals, royalties,
fees, charges, TAXES, levies or other duties of whatever nature required to be paid in
connection with the WORK and/or the payment of the CONTRACT PRICE in accordance
with EXHIBIT II - SCHEDULE OF COMPENSATION.
4.3 PCIHBV shall not be responsible for any expenses incurred by the CONTRACTOR incidental
to or arising from the preparation, negotiation and finalization of this SERVICE
AGREEMENT. The CONTRACTOR shall bear any respective legal or other professional
charges it may occur in respect of any independent advice that it may seek in respect of this
SERVICE AGREEMENT and/or any matter pertaining thereto.
4.4 Except as expressly provided in this SERVICE AGREEMENT, the SERVICE AGREEMENT
PRICE stated in EXHIBIT II - SCHEDULE OF COMPENSATION shall be firm
throughout the duration of this SERVICE AGREEMENT and any extension thereto, and shall
not be revised for any reason whatsoever including but not limited to cost escalation or
currency fluctuations, unless agreed to in writing by the Parties.
4.5 Notwithstanding anything to the contrary stated elsewhere in this CONTRACT, PCIHBV
shall not be obliged to pay the CONTRACTOR any remuneration before satisfactory receipt
by PCIHBV of the Standby Letter of Credit and the Performance Guarantee pursuant to
ARTICLE 6 (STANDBY LETTER OF CREDIT AND PERFORMANCE
GUARANTEE) and all relevant insurance policies/cover notes pursuant to ARTICLE 10
(INSURANCE).
4.6 The CONTRACTOR hereby accepts full responsibility for the payment of all salaries, wages,
commissions, allowances and other remuneration to CONTRACTOR PERSONNEL or any
of SUBCONTRACTOR’s employees, servants, agents or representative and for the deduction
of the applicable TAXES therefrom for remittance to tax authorities. It shall be understood
that the SERVICE AGREEMENT PRICE shall be deemed to include all of the foregoing.
END OF ARTICLE 4
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ARTICLE 5
INVOICING AND PAYMENTS
5.1 Subject to the continuing satisfactory performance of the WORK, the SERVICE
AGREEMENT PRICE shall be paid in United States Dollars (USD) or in any other currency
to be determined by PCIHBV and shall be progressively paid in accordance with EXHIBIT II
- SCHEDULE OF COMPENSATION
5.2 For all progress payments, the CONTRACTOR shall submit the respective invoices to
PCIHBV. Each such invoice shall be supported by a notice stating the actual physical progress
achieved and other documents or information evidencing that such progress has been made,
provided that PCIHBV agrees or has agreed that the actual physical percentage progress has
been achieved by the CONTRACTOR is in accordance with the planned physical progress at
that time. PCIHBV shall pay the CONTRACTOR the relevant invoices within thirty (30) days
of the date of receipt by PCIHBV.
5.3 Should PCIHBV dispute any item or amount in any invoice submitted by the CONTRACTOR,
PCIHBV shall so notify the CONTRACTOR within thirty (30) days following receipt of the
invoice, specifying the disputed items and the reason for the dispute. Payment of the disputed
items or amounts shall be withheld until settlement of the dispute either by mutual agreement
or in accordance with the provisions of ARTICLE 30 (DISPUTE RESOLUTION). Interest
shall not be levied on any payments so withheld by PCIHBV. All payments made by PCIHBV
shall not preclude the right of PCIHBV from thereafter disputing any of the items or amounts
paid.
5.4 Payment of undisputed items or the undisputed amount in each invoice will be made within
thirty (30) days after the receipt of the CONTRACTOR’s invoice submitted in accordance with
this ARTICLE. If the date for payment falls on a weekend or on a PUBLIC HOLIDAY, then
the actual due date for payment shall be the next working day thereafter.
5.5 All payments to the CONTRACTOR under the SERVICE AGREEMENT shall be made by
telegraphic transfer or any other mode of payment as agreed by both Parties to the account
designated by the CONTRACTOR. The CONTRACTOR shall notify PCIHBV of its
designated account number after the execution of the SERVICE AGREEMENT.
5.6 PCIHBV shall have the right to withhold any applicable taxes or charges from any payment
due to the CONTRACTOR under this SERVICE AGREEMENT to the extent that such
withholdings may be required, including but not limited to as provided in ARTICLES 7.3 and
7.4 of this MASTER PRICE AND SERVICE AGREEMENT.
5.7 Without prejudice to the provisions of ARTICLE 8 (ACCESS AND AUDIT), PCIHBV shall
have the right at all times to carry out the audit of the CONTRACTOR’s books and records
insofar as these relate to non-fixed or non-lump sum elements of the SERVICE AGREEMENT
PRICE.
5.8 PCIHBV shall have the right to deduct, withhold or set off from any payment to be made by
PCIHBV to the CONTRACTOR under the SERVICE AGREEMENT, any monies which in
PCIHBV’s reasonable opinion are or may become due from the CONTRACTOR to PCIHBV
under the SERVICE AGREEMENT or otherwise at law. PCIHBV's right of deduction or set
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off under this SERVICE AGREEMENT is in addition to and not in replacement of those rights
available to it under this SERVICE AGREEMENT or at law.
5.9 In the event that the CONTRACTOR fails to pay any vendor and/or SUBCONTRACTOR any
sums due but which have not been paid, PCIHBV reserves the right to pay such sums due
directly to such vendor and/or SUBCONTRACTOR. The amounts so paid direct to such vendor
and/or SUBCONTRACTOR by PCIHBV pursuant to this ARTICLE shall be deducted from
any sum due or which may become due from PCIHBV to the CONTRACTOR. Neither the
existence of nor the exercise of the foregoing rights nor anything else contained in this
SERVICE AGREEMENT shall create a privity of contract between PCIHBV and any of the
vendors or SUBCONTRACTORS or render PCIHBV liable to any of them, and shall not
derogate in any way from the CONTRACTOR’s continuing liability and responsibility for all
obligations and responsibilities towards its SUBCONTRACTORS.
5.10 The CONTRACTOR shall ensure that all payments due to its vendors and
SUBCONTRACTORS have been made by the CONTRACTOR prior to the release of
CONTRACTOR’s final payment by PCIHBV. The CONTRACTOR shall accordingly submit
to PCIHBV the statement of final account for the SUBCONTRACT packages duly signed and
accepted by the vendors and SUBCONTRACTORS.
5.11 All invoices shall stipulate the SERVICE AGREEMENT number and title and shall be
submitted in one (1) original and one (1) copy each, complete with the necessary documentation
as required by PCIHBV. All invoices shall be addressed to:
PETRONAS Carigali Iraq Holding B.V.

Garraf Base Camp (GBC) ,
Garraf Oil Field, Qalat Sukkar District,
Thi Qar Province, Republic of Iraq
Attention: Head
Finance and Accounts
5.12 The CONTRACTOR shall ensure and provide evidence that any payments due to the
CONTRACTOR’s SUBCONTRACTORS have been duly paid by the CONTRACTOR prior
to submitting the CONTRACTOR’s subsequent progress claim to PCIHBV. In this regard, the
CONTRACTOR shall maintain and submit to PCIHBV on a monthly basis a register showing
the payment status of all invoices issued by the CONTRACTOR’s SUBCONTRACTORS.
5.13 Upon notification of any erroneous billings made by or payments made to the CONTRACTOR
by PCIHBV, the CONTRACTOR shall within fourteen (14) days make appropriate adjustments
therein and reimburse to PCIHBV any amounts of overpayment still outstanding as reflected
by said adjustments, notwithstanding the fact that a temporary withholding or a correction of
discrepancy may have been effected previously. Notwithstanding the foregoing, PCIHBV shall
be entitled to deduct such amount from payment due to the CONTRACTOR. Similarly,
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PCIHBV shall pay the CONTRACTOR any amount of underpayment subject to verification
thereof.
5.14 Payment made under this SERVICE AGREEMENT shall not constitute an admission by
PCIHBV as to the performance by the CONTRACTOR of its obligations hereunder and in no
event shall any such payment affect the warranty obligations of the CONTRACTOR. Any
payments made or withheld shall be without prejudice to any other rights or remedies available
to PCIHBV.
5.15 All invoices, financial settlements and billings by the CONTRACTOR to PCIHBV shall
reflect properly the facts relating to all activities and transactions handled for PCIHBV's
account.
5.16 All payments to the CONTRACTOR shall be made to:-
BANK NAME :
ADDRESS :
ACCOUNT NUMBER :
5.17 The CONTRACTOR shall submit the last invoice no later than three (3) months after the final
WORK has been completed, failing which PCIHBV has the right not to pay the invoice.
END OF ARTICLE 5
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ARTICLE 6
STANDBY LETTER OF CREDIT AND PERFORMANCE GUARANTEE
6.1 Within fifteen (15) days of the EFFECTIVE DATE, but in any event as a condition precedent
to the commencement of any WORK under this SERVICE AGREEMENT, the
CONTRACTOR shall furnish to PCIHBV:-
(a) an irrevocable and unconditional STANDBY LETTER OF CREDIT in the form and
content set out in EXHIBIT V – STANDBY LETTER OF CREDIT (SBLC) &
PERFORMANCE GUARANTEE FORMAT of this SERVICE AGREEMENT issued
by an international bank acceptable to PCIHBV by way of guarantee for the due
performance by the CONTRACTOR of its obligations under this SERVICE
AGREEMENT. The SBLC shall remain valid until sixty (60) days after the expiry of this
SERVICE AGREEMENT, or any extension thereto, or three (3) months after the early
termination of the SERVICE AGREEMENT, and its value shall be five per cent (5%) of
the SERVICE AGREEMENT PRICE. The SBLC’s issuing bank shall be selected in
accordance with the following criteria:-
CRITERIA
VALUE RANKING RATINGS (LONG TERM
(Based on Bankers Almanac) ISSUER)
Less than USD250k Top 5 Bank in the respective Minimum Rating of A (by S&P
country (Country Ranking) or Fitch) or A2 (by Moody’s)
For the banks which do not fall
under the above category or Note:
which do not have a country In circumstances where the
ranking, Top 1200 Bank (World ratings are different by each
Ranking) rating agency, the lowest rating
USD250k up to USD Top 1000 Bank (World Ranking) should apply.
2.5 million
USD 2.5 million up Top 500 Bank (World Ranking) For banks that are not rated, the
to USD 3.5 million SBLC is required to be
USD 3.5 million up Top 300 Bank (World Ranking) confirmed by a bank
to USD 5 million incorporated in Malaysia or
USD 5 million up to Top 200 Bank (World Ranking) bank that complies with the
USD 10 million criteria of Issuing Banks.
USD 10 million up to Top 100 Bank (World Ranking)
USD50 million
More than USD50 In consultation with PCIHBV
million
The SBLC shall be binding on the CONTRACTOR notwithstanding any variations,

alterations or extensions of time as may be made, given, conceded or agreed upon under
this SERVICE AGREEMENT. The costs and expenses of preparing, completing and
stamping such document shall be borne by CONTRACTOR; and
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(b) where applicable, a PERFORMANCE GUARANTEE issued by the CONTRACTOR’s

parent company or principal technical partner in the format provided in EXHIBIT V –
STANDBY LETTER OF CREDIT (SBLC) & PERFORMANCE GUARANTEE
FORMAT which shall be held or remain in full force until the expiry or earlier
termination of the SERVICE AGREEMENT for the due observance and performance of
this SERVICE AGREEMENT.
The above guarantees shall be binding notwithstanding such variation, alteration or extensions
of time as may be made, given, conceded or agreed under the MASTER PRICE AND
SERVICE AGREEMENT. The expense of obtaining, preparing, completing and stamping of
such instruments shall be borne by CONTRACTOR. For the avoidance of doubt, where
CONTRACTOR is a consortium comprising of more than one (1) member, each member of
the consortium shall individually submit their own SBLC for the full amount, and the parent
company or principal technical partner of each member (where applicable) shall provide the
PERFORMANCE GUARANTEE.
6.2 Further to the provisions in ARTICLE 6.1, if CONTRACTOR commits any breach of its
obligations under the SERVICE AGREEMENT, PCIHBV, notwithstanding whether any
dispute arises between the Parties as to such breach may utilise and make payments out of or
deductions from the STANDBY LETTER OF CREDIT or any part thereof and receive
payment thereto in accordance with the terms of this SERVICE AGREEMENT or forfeit the
same.
6.3 Should the expiry date of the SBLC required to be furnished pursuant to this Article occur
before the expiry period mentioned above, the CONTRACTOR shall provide, at least fourteen
(14) days before the date of expiry, a confirmed extension of the same SBLC in writing issued
by the relevant bank up to the end of this SERVICE AGREEMENT period, or a fresh SBLC
in the form similar to and in the same amount as that previously provided, except for a revised
date of expiry which shall not be earlier than sixty (60) days after the end of the duration of
this SERVICE AGREEMENT or any extension thereof. Should the CONTRACTOR fail to
provide the extension or fresh SBLC as required, PCIHBV shall without prejudice to all its
other rights under the SERVICE AGREEMENT and/or the law, invoke the SBLC referred to
in ARTICLE 6.1 (STANDBY LETTER OF CREDIT AND PERFORMANCE
GUARANTEE), or otherwise have the right to withhold any payments due or becoming due
after the date of such failure by CONTRACTOR up to the amount of the required SBLC as
referred to in ARTICLE 6.1 (STANDBY LETTER OF CREDIT AND PERFORMANCE
GUARANTEE), and/or terminate this SERVICE AGREEMENT pursuant to ARTICLE 19
(TERMINATION). All costs of such extension shall be borne by CONTRACTOR.
Furthermore, the CONTRACTOR shall be responsible to PCIHBV for any cost associated
with extension of the validity period of any STANDBY LETTERS OF CREDIT by third party
contractors in privity of contract with PCIHBV caused due to delays attributable to the
CONTRACTOR.
6.4 If the SBLC and/or the PERFORMANCE GUARANTEE to be furnished pursuant to

ARTICLE 6.1 (STANDBY LETTER OF CREDIT AND PERFORMANCE
GUARANTEE) is not duly furnished by the CONTRACTOR to PCIHBV within the
prescribed period, PCIHBV may, at its sole option and without prejudice to any rights or
claims it may have against the CONTRACTOR by reason of the CONTRACTOR's non-
compliance with any of the provisions of this ARTICLE, terminate this SERVICE
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AGREEMENT by notice in writing to the CONTRACTOR pursuant to ARTICLE 19

(TERMINATION) or otherwise have the right to withhold any payments that are due or that
will become due to the CONTRACTOR. PCIHBV shall thereupon not be liable for any claim
or demand from the CONTRACTOR under the provisions of this SERVICE AGREEMENT
in respect of anything that has already been done or furnished, or in respect of any matter or
thing whatsoever in connection with or relating to this SERVICE AGREEMENT, but
PCIHBV shall be entitled to be repaid by the CONTRACTOR in the event of termination all
out-of-pocket expenses which may be incurred by PCIHBV in obtaining a new contractor to
perform the WORK.
6.5 PCIHBV reserves the right to instruct the CONTRACTOR to revise the SBLC amount to
correspond to any increase in the SERVICE AGREEMENT PRICE. Failure to revise the
SBLC value shall constitute a breach of the SERVICE AGREEMENT by the
CONTRACTOR which shall entitle PCIHBV to make an immediate call on the SBLC or
terminate the SERVICE AGREEMENT, without prejudice to any of PCIHBV’s other rights
and remedies under this SERVICE AGREEMENT or under law.
RETENTION SUM
6.6 The CONTRACTOR understands and agrees that PCIHBV shall withhold a sum of five
percent (5%) of the SERVICE AGREEMENT PRICE (the “Withheld Sum”) until the
satisfactory completion of the WORK. PCIHBV shall, in addition and without prejudice to all
of its other rights under the CONTRACT or under law, have the right to forfeit the entire
Withheld Sum, or make partial deductions therefrom, in the event that the CONTRACTOR
fails to satisfactorily perform the WORK (including any acceptance and/or defect rectification
and/or warranty obligations in respect thereof, and/or associated therewith), or if the
CONTRACTOR commits a material breach of the SERVICE AGREEMENT.”
END OF ARTICLE 6
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ARTICLE 7
TAXES AND GOVERNMENT CHARGES
7.1. The 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 SERVICE AGREEMENT. All
TAXES levied on the CONTRACTOR shall be for the account of the CONTRACTOR and
shall not be reimbursed by PCIHBV. The CONTRACTOR shall protect, indemnify and hold
harmless PCIHBV against all such TAXES.
7.2 The CONTRACTOR shall protect and indemnify PCIHBV and hold PCIHBV safe and
harmless from any and all claims or liability for taxes assessed or levied by the General
Commission of Taxes in Iraq, whichever is applicable against CONTRACTOR or its
SUBCONTRACTOR or against PCIHBV for or on account of any payment made to or earned
by the CONTRACTOR in connection with the SERVICE AGREEMENT.
7.3 The CONTRACTOR shall protect and hold PCIHBV harmless from all employment taxes
assessed or levied against or on account of wages, salaries or other benefits paid to or enjoyed
by CONTRACTOR PERSONNEL or SUBCONTRACTOR, and all taxes assessed or levied
against, on or for account of any personnel of CONTRACTOR or its SUBCONTRACTOR.
7.4 For WORK performed in Iraq, the CONTRACTOR shall comply with the registration
requirements of the General Commission of TAXES (“GCT”) of the Republic of Iraq, and shall
provide evidence of its registration with the GCT to PCIHBV. The CONTRACTOR shall also
ensure that its SUBCONTRACTORS comply with the same registration requirements and shall
provide evidence of its SUBCONTRACTORS’ GCT registration. The CONTRACTOR shall
submit its TAX Identification Number (“TIN”) and the tax clearance letter to PCIHBV on the
EFFECTIVE DATE. Should the CONTRACTOR not have the TIN and tax clearance letter as
at the EFFECTIVE DATE, the CONTRACTOR shall submit the TIN and tax clearance letter
to PCIHBV within ninety (90) days of the EFFECTIVE DATE. Non-compliance to this
requirement shall give the right to PCIHBV, without prejudice to its other rights and remedies
under the SERVICE AGREEMENT, to withhold any invoice payment until such time as the
CONTRACTOR submits the abovementioned documents.
7.5 PCIHBV shall have the right to withhold an amount determined at the applicable rate as set by
the GOVERNMENT from time to time to the extent that such withholding may be required by
the GCT or any relevant authorities thereof, or withhold any amount required to be withheld by
the government of any other country, from any payment due or which may become due to the
CONTRACTOR under this SERVICE AGREEMENT. Payment by PCIHBV to the respective
governmental office of the amount of money so withheld will relieve PCIHBV from any further
obligation to the CONTRACTOR with respect to the amount so withheld. If applicable,
CONTRACTOR shall submit to PCIHBV a letter from the GCT stating that the
CONTRACTOR is a fiscal resident in Iraq for establishing the amount of withholding tax that
the CONTRACTOR is subject to, failing which, PCIHBV shall consider the CONTRACTOR
a non-resident of Iraq for tax purposes and thereby subject to the withholding tax provision at
the highest applicable rate until such time as the required letter is submitted to PCIHBV.
7.6 PCIHBV shall have the right to retain the final instalment or last payment under this SERVICE
AGREEMENT as required by the Iraqi TAX Law. The CONTRACTOR shall provide a tax
clearance letter from the GCT within ninety (90) days from the date of completion of the
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SERVICE AGREEMENT in order for the withheld amount to be released, failing which
PCIHBV shall remit the amount of money so withheld to the GCT.
7.7 The CONTRACTOR shall indemnify PCIHBV against all claims, demands and causes of
action based on any actual or alleged TAXES for which it is liable, or any actual or alleged
failure by the CONTRACTOR or its SUBCONTRACTORS to make timely payment of any
TAXES for which they are liable, or any actual or alleged failure by the CONTRACTOR or its
SUBCONTRACTORS to comply with any applicable reporting, return, or other procedural
requirements with respect to the payment of TAXES. This indemnity shall include, without
limitation, all penalties, awards and judgments, court and arbitration costs, attorneys' fees, and
any and all other expenses associated with such claims, demands, and causes of action.
7.8 The CONTRACTOR shall give prompt notice to PCIHBV of all matters pertaining to non-
payment, claims of immunity, or exemption from any TAXES.
7.9 All stamp duty related to this SERVICE AGREEMENT shall be borne by the CONTRACTOR.
The CONTRACTOR shall provide a copy of the stamp duty payment receipt to PCIHBV within
ninety (90) days from the EFFECTIVE DATE of the SERVICE AGREEMENT.
7.10 Where value added tax is applicable to any services rendered by the CONTRACTOR under
this SERVICE AGREEMENT, PCIHBV shall be responsible for and pay the value added tax
when invoiced by the CONTRACTOR for any taxable service, provided that the
CONTRACTOR shall provide PCIHBV a copy of a valid value added tax license issued by the
GCT confirming that the CONTRACTOR is licensed under the relevant law as a taxable person
providing taxable services. Value added tax amounts shall be separately stated in the prices and
rates, and shall be separately itemised in the invoice.
7.11 The CONTRACTOR shall be responsible to seek clarification from a tax advisor on the
applicability of withholding tax provisions under applicable Iraqi TAX Law and on all other
TAX matters relating to this SERVICE AGREEMENT. PCIHBV shall in no way be liable for
any loss, damage or penalties suffered by the CONTRACTOR arising from its failure to obtain
proper TAX advice.
END OF ARTICLE 7
ARTICLE 8
ACCESS AND AUDIT
8.1 PCIHBV shall have the right to access the CONTRACTOR’s premises as well as the right to
audit all of the CONTRACTOR’s documents and records related to this SERVICE
AGREEMENT.
8.2 The CONTRACTOR shall maintain and shall cause its SUBCONTRACTORS and
AFFILIATES to maintain true and correct records of charges and accounts in connection with
the WORK and all transactions related thereto and shall retain all such records and accounts
for a period of not less than six (6) years after termination of the SERVICE AGREEMENT
or the completion of the WORK.
8.3 From the EFFECTIVE DATE and within the time period mentioned above in ARTICLE 8.2
(ACCESS AND AUDIT), PCIHBV shall have the right, during regularly scheduled business
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hours, to inspect and audit the plans, instructions, procedures, controls, records and accounts
of the CONTRACTOR and its SUBCONTRACTORS and AFFILIATES which are deemed
to be directly pertinent to the correctness of any invoice presented for payment in connection
with the performance of this SERVICE AGREEMENT, and to determine compliance to the
terms and conditions of this SERVICE AGREEMENT. Such audit may also cover the
application of the CONTRACTOR's rates in determining the value of the WORK performed.
PCIHBV shall have the right to reproduce any such documents which have been inspected.
8.4 PCIHBV's claims for omissions, corrections or errors in charges and credits for PCIHBV's
account and overpayments of amounts billed by the CONTRACTOR and others noted above
may be presented at any time during the course of the WORK and before expiration of six (6)
years after the expiry or termination of this SERVICE AGREEMENT or completion of the
WORK. A written response to PCIHBV's claims for omissions, corrections or errors in
charges and credits for PCIHBV's account shall be made by the CONTRACTOR as soon as
practicable, and in any event no later than forty-five (45) days from the date of such claims.
8.5 The CONTRACTOR shall ensure that the provisions of this ARTICLE 8 (ACCESS AND
AUDIT) are included in all SUBCONTRACTS it may enter into with its
SUBCONTRACTORS and AFFILIATES who will supply any of the labour or WORK to be
provided under this SERVICE AGREEMENT.
END OF ARTICLE 8
ARTICLE 9
LIABILITIES AND INDEMNITIES
9.1 Personnel of CONTRACTOR
The CONTRACTOR shall be responsible for and shall protect, defend, indemnify and hold
harmless PCIHBV from and against any and all claims, liabilities, costs, damages and
expenses of every kind and nature, with respect to the injury or death of or damage to or loss
of property of CONTRACTOR PERSONNEL arising during and /or as a result of the
performance of this SERVICE AGREEMENT.
9.2 Personnel of PCIHBV
PCIHBV shall be responsible for and shall protect, defend, indemnify and hold harmless the
CONTRACTOR from and against any and all claims, liabilities, costs, damages and expenses
of every kind and nature, with respect to the injury or death of or damage to or loss of property
of any person employed by PCIHBV arising during and/or as a result of the performance of
this SERVICE AGREEMENT, excluding those due to the CONTRACTOR’S sole
NEGLIGENCE, GROSS NEGLIGENCE or WILFUL MISCONDUCT.
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9.3 CONTRACTOR’s Equipment and Property
Save as otherwise expressly provided in this SERVICE AGREEMENT, the CONTRACTOR

shall assume the risk of, and shall be solely responsible for and in this regard shall indemnify,
defend and hold PCIHBV harmless against any claims arising out of the damage to or loss or
destruction of all CONTRACTOR equipment and any other property belonging to the
CONTRACTOR and CONTRACTOR PERSONNEL, except when caused by the sole
GROSS NEGLIGENCE or WILFUL MISCONDUCT of PCIHBV.
9.4 PCIHBV’s Equipment and Property
Save as otherwise expressly provided in this SERVICE AGREEMENT, PCIHBV shall

assume the risk of, and shall be solely responsible for and in this regard shall indemnify, defend
and hold the CONTRACTOR harmless against any claims arising out of the damage to, loss
or destruction of, all PCIHBV’s equipment and property, except when caused by the sole
negligence or WILFUL MISCONDUCT of CONTRACTOR.
9.5 Third Party
The CONTRACTOR shall be responsible for and shall protect, defend, indemnify and hold
harmless PCIHBV from and against any and all claims, liabilities, costs, damages and
expenses of every kind and nature howsoever caused, 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 SERVICE AGREEMENT. However, the CONTRACTOR shall not be
held responsible for nor be liable to indemnify and hold PCIHBV harmless from injury, death
or property damage caused by the sole WILFUL MISCONDUCT of PCIHBV.
The CONTRACTOR’s indemnity hereunder shall not exceed United States Dollars One
Million (USD 1,000,000) for any one occurrence. In respect of claims, liabilities, costs,
damages and expenses in excess of for any one occurrence, the respective liabilities of the
CONTRACTOR and PCIHBV as to the amount over and above United States Dollars One
Million (USD 1,000,000) shall be determined according to law.
General Liabilities
9.7 The indemnities given by the CONTRACTOR shall not be reduced by reason of any
NEGLIGENCE of PCIHBV REPRESENTATIVE in failing to supervise or control the
CONTRACTOR’s site operations or method of working or to detect or prevent or remedy
defective WORK, or to ensure the proper performance of any other obligations of the
CONTRACTOR under this SERVICE AGREEMENT.
9.8 Without prejudice to the provisions herein contained, the CONTRACTOR shall hold harmless
and indemnify PCIHBV from and against all liens, attachments or claims by
SUBCONTRACTORS or persons claiming to be SUBCONTRACTORS in connection with
or arising out of the WORK.
9.9 The CONTRACTOR shall without prejudice to its own obligations and guarantees acquire for
PCIHBV from SUBCONTRACTORS the best obtainable suitable indemnities and protection
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in respect of accidents and injuries to employees and third parties, liabilities for defects and
error, liquidated damages for delay, SUBCONTRACTORS’ default, insolvency or
bankruptcy and other contingencies.
9.10 No deviation from the guaranteed specifications shall be allowed by PCIHBV. The
CONTRACTOR shall re-perform at its own cost the required improvements or replacements
necessary to meet the guaranteed specifications.
9.11 Where the CONTRACTOR is a consortium or unincorporated joint venture comprising of

more than one (1) member, the liabilities of each member shall be joint and several and with
regard to performance of WORK under this SERVICE AGREEMENT notwithstanding the
member’s individual obligations and the individual obligations of SUBCONTRACTOR(s).
9.12 It is the intention of the Parties that the liability provisions in this SERVICE AGREEMENT
be not mutually exclusive, but such provisions are instead additive and shall not be prejudiced
by any agreement which CONTRACTOR may enter into with any other party.
9.13 Unless provided to the contrary elsewhere within this SERVICE AGREEMENT, the
CONTRACTOR shall be solely responsible for the costs of all loss or damage caused by the
NEGLIGENCE, GROSS NEGLIGENCE and/or WILFUL MISCONDUCT of the
CONTRACTOR and/or its SUB-CONTRACTORS.
9.14 The CONTRACTOR shall notify PCIHBV immediately of any incident, claims or litigation
affecting the provisions of this ARTICLE.
9.15 Any exclusion or limitation of liability specified in this SERVICE AGREEMENT shall apply
to claims in tort or otherwise at law in respect of matters covered by such exclusion or
limitation.
9.16 Neither PCIHBV nor the CONTRACTOR shall be liable to the other (or anyone for whom
the other may be acting) for any special, indirect or consequential and/or contingent loss or
damage (and such loss or damage shall include, without limitation, loss of use or profit, loss
of revenue, loss of product, economic loss, delay in operations, loss of contracts, loss of
business or loss of mineral reservoirs) whether or not the same are foreseeable and whether
arising out of breach of contract, tort, statutory duty or otherwise.
9.17 The CONTRACTOR shall be absolutely liable for, and hereby indemnifies PCIHBV against
all claims, proceedings, damages, expenses, liabilities, losses including costs and legal fees
(on a solicitor client basis) arising out of any court orders taken by third parties against
PCIHBV and PCIHBV shall be entitled to deduct the said costs and expenses from any monies
due to the CONTRACTOR.
END OF ARTICLE 9
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ARTICLE 10
INSURANCE
10.1 The CONTRACTOR shall at its own expense carry and maintain or cause to be maintained in
full force during the SERVICE AGREEMENT at least the following insurances with
companies satisfactory to PCIHBV. Such insurances shall be effective throughout the duration
of the SERVICE AGREEMENT. Nothing contained herein shall serve in any way to limit or
waive the CONTRACTOR's responsibility under the SERVICE AGREEMENT. The
insurances to be carried by the CONTRACTOR shall be as follows:
(a) Workmen's Compensation or similar statutory social insurance and/or Employer's

Liability Insurance as required by law at the site where the WORK will be performed and
which may be applicable covering all CONTRACTOR PERSONNEL engaged in
accomplishing the WORK.
(b) Comprehensive General Liability Insurance covering all operations hereunder against
bodily injury, death, loss or property damage for an amount of at least United States Dollars
One Million (USD 1,000,000) for any one occurrence and unlimited as to the number of
claims in the period of insurance. Such insurance shall include contractual liability
coverage.
(c) Any and all other insurance which may be relevant and/or necessary to cover the
CONTRACTOR’s and/or its SUBCONTRACTORS’ liabilities under this SERVICE
AGREEMENT and/or as may be required by any law(s) to which the CONTRACTOR
and/or its SUBCONTRACTORS are subject to.
10.2 The CONTRACTOR shall cause PCIHBV and its co-venturers and its and their AFFILIATES,
consultants, agents, officers and employees to be included as additional assured and covered by
the insurance stipulated in ARTICLE 10.1 (b). All other insurances where PCIHBV and its
co-venturers and its and their AFFILIATES, consultants, agents, officers and employees are
not named as additional assured shall include a waiver of all express or implied rights of
subrogation against such parties and their respective employees, servants and agents. The
CONTRACTOR shall further cause the insurance as stipulated in ARTICLE 10.1 (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 insured party against whom a claim is or may be made in the same manner
as if separate policies had been issued to each Party.
10.3 All deductibles applicable to the insurances stipulated in ARTICLES 10.1 and 10.2 herein and
resulting from any act or omission of the CONTRACTOR and its SUBCONTRACTORS,
representatives and agents shall be for the account of and be paid for by the CONTRACTOR.
Any losses as a result of breach of conditions and/or warranties contained in such policies of
insurance shall also be for the CONTRACTOR’s account.
10.4 The CONTRACTOR shall furnish to PCIHBV certificates of insurance, including evidence of
premium payments, immediately upon the EFFECTIVE DATE. Renewals and/or extensions of
such certificates of insurances shall be furnished to PCIHBV as and when applicable. Certified
renewal documents including evidence of premium payments thereof shall be forwarded to
PCIHBV not less than fourteen (14) Business Days prior to the expiry thereof. The
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CONTRACTOR shall also cause the insurer to endorse such insurance policies to provide
PCIHBV with a notice of not less than thirty (30) days for any cancellation or amendment
thereof. Failure to comply with this provision shall result in PCIHBV, without prejudice to any
rights or remedies it may have under this SERVICE AGREEMENT or under law, having the
right to call on the SBLC and/or terminate this SERVICE AGREEMENT for default pursuant
to ARTICLE 19 (TERMINATION) hereof.
10.5 The furnishing of certificates of insurances shall not be interpreted as implying that PCIHBV
assumes any responsibility for the correctness of such documents or that the CONTRACTOR
has complied with its other obligations contained in the SERVICE AGREEMENT. The
CONTRACTOR shall fully indemnify and hold harmless PCIHBV against all and any loss or
damage arising out of any failure to effect or maintain such insurances specified by this
SERVICE AGREEMENT or out of any act or omission which invalidates the said insurances.
PCIHBV shall bear no financial liability attributable to deficient insurance coverage by the
CONTRACTOR.
10.6 Should the CONTRACTOR at any time neglect or refuse to provide or renew any insurance
required herein, or should any insurance be cancelled, PCIHBV shall have the right to procure
such insurance and, in such event, any sum so paid by PCIHBV shall immediately become due
and payable to PCIHBV by CONTRACTOR or PCIHBV shall be entitled to deduct such sums
from any monies due or which may become due to the CONTRACTOR in addition to any other
remedies PCIHBV may have under this SERVICE AGREEMENT, including, without
prejudice to any rights or remedies it may have under this SERVICE AGREEMENT or under
law, having the right to call upon the SBLC and/or terminate this SERVICE AGREEMENT for
default pursuant to ARTICLE 19 (TERMINATION) hereof.
10.7 The CONTRACTOR shall notify PCIHBV 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 policies. Written notice shall be given not later than two (2) Business Days
after the occurrence of any accident. However, for serious accidents (including but not limited
to death or serious injuries) notice shall be given immediately and confirmed in writing.
10.8 The CONTRACTOR shall ensure that its SUBCONTRACTORS maintain similar insurance
coverage as specified herein and that its SUBCONTRACTORS similarly indemnify and hold
PCIHBV harmless against all costs, claims and demands. Any deficiencies in the coverage or
policy limits of SUBCONTRACTORS’ insurance shall be the sole responsibility and liability
of the CONTRACTOR.
10.9 The amounts of CONTRACTOR furnished insurance called for herein shall be the minimum
and not the maximum limits of liability. The CONTRACTOR may provide other insurance
coverage or higher limits of coverage. PCIHBV will bear no financial liability attributable to
deficient insurance coverage by the CONTRACTOR.
END OF ARTICLE 10
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ARTICLE 11
CONTRACTOR’S OBLIGATIONS
11.1 The CONTRACTOR represents and warrants that it is a corporation duly organised, validly
existing and in good standing under the laws of the place of its incorporation, and has all
requisite corporate power and authority to enter into and be bound by the terms and conditions
of this SERVICE AGREEMENT and to perform the WORK.
11.2 The CONTRACTOR shall perform the WORK as specified in EXHIBIT I- SCOPE OF
WORK as required by PCIHBV according to BEST INDUSTRY PRACTICES, in strict
compliance with the provisions of this SERVICE AGREEMENT and the instructions of
PCIHBV consistent with this SERVICE AGREEMENT. The CONTRACTOR shall be
deemed to be aware of and shall comply with all applicable laws, statutory rules and
regulations in effect as at the EFFECTIVE DATE, and shall be well informed of and abide by
future laws, statutory rules and regulations which may affect the performance of the WORK.
The CONTRACTOR shall obtain all required approvals from the relevant authorities in
performing the WORK. Furthermore, the CONTRACTOR shall observe and comply with the
requirements of ISO 9000 and use such procedures as PCIHBV has developed in relation to
the performance of the WORK, which PCIHBV may amend from time to time by notice in
writing to CONTRACTOR.
11.3 As part of the WORK, the CONTRACTOR shall made available CONTRACTOR
PERSONNEL as well as other equipment, materials and supplies to be incorporated into
and/or required to perform the WORK, as specified in the EXHIBITS attached hereto.
11.4 The CONTRACTOR shall observe and abide by all plans, programs, specifications, schedules
and instructions provided or made by PCIHBV for carrying out the WORK. Any approval,
instruction, comment, advice and the like given to the CONTRACTOR under this SERVICE
AGREEMENT or not given, as the case may be, by or on behalf of PCIHBV, shall not relieve
the CONTRACTOR from any obligations under this SERVICE AGREEMENT.
11.5 The CONTRACTOR shall advise PCIHBV immediately in writing as soon as any factor arises
which is likely to affect the performance of the WORK including, but not limited to, the
withdrawal of the CONTRACTOR PERSONNEL due to resignation. Such notification shall
not be construed as a discharge of any of the CONTRACTOR’s obligations under this
SERVICE AGREEMENT. Should the CONTRACTOR fail to advise PCIHBV immediately,
PCIHBV may, at its own discretion, decide that such factor is attributable to the
CONTRACTOR.
11.6 CONTRACTOR PERSONNEL
11.6.1 The CONTRACTOR shall provide, at its sole risk and cost and under its exclusive
direction, control and responsibility, sufficient CONTRACTOR PERSONNEL as
per EXHIBIT VI – CONTRACTOR’S PERSONNEL AND RÉSUMÉS to
perform the WORK in accordance with BEST INDUSTRY PRACTICES and the
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requirements of the SERVICE AGREEMENT and PCIHBV’s instructions. If in

PCIHBV’s opinion the number of CONTRACTOR PERSONNEL is inadequate,
the CONTRACTOR shall discuss remedial measures with PCIHBV and if both
Parties agree that additional personnel is required, the CONTRACTOR shall, at its
own cost and expense, provide such additional CONTRACTOR PERSONNEL as
approved by PCIHBV to carry out the WORK.
11.6.2 The CONTRACTOR represents and warrants that all CONTRACTOR

PERSONNEL are fully capable and properly qualified to perform the WORK,
including but not limited to those specified in the EXHIBITS, and are, therefore,
competent and willing to perform the WORK in accordance with this SERVICE
AGREEMENT.
11.6.3 The CONTRACTOR shall ensure that the necessary CONTRACTOR

PERSONNEL as specified in the EXHIBITS are available and shall continuously
be available at the WORKSITE for the WORK. The CONTRACTOR shall not
change the CONTRACTOR PERSONNEL assigned to perform the WORK without
prior approval from PCIHBV in writing.
11.6.4 The CONTRACTOR shall instruct all CONTRACTOR PERSONNEL to perform

the WORK in a professional and careful manner in accordance with the SERVICE
AGREEMENT and BEST INDUSTRY PRACTICES, and in such manner as will
always safeguard and protect PCIHBV’s interests. As part of such performance, the
CONTRACTOR shall give priority in order to protect life, health, property, safety
and environment. The CONTRACTOR shall ensure that its SUBCONTRACTORS
(including "labour-only" SUBCONTRACTORS) shall comply with the provisions
of this ARTICLE.
11.6.5 Payment of Wages
(a) The CONTRACTOR shall keep and shall ensure that its
SUBCONTRACTORS (including "labour only" SUBCONTRACTORS) shall
keep proper wages books and time sheets showing wages paid to and the time
worked by all workmen employed by the CONTRACTOR and its
SUBCONTRACTORS as aforesaid in and for the performance of this
SERVICE AGREEMENT. The CONTRACTOR shall produce such wages
books and time sheets on demand for inspection by any persons duly authorized
by PCIHBV and shall furnish to PCIHBV such information relating to the
wages and conditions of employment of such workmen as PCIHBV may from
time to time require. In any event, the CONTRACTOR shall provide to
PCIHBV a daily record of the number of workmen employed upon the
WORKSITE broken down in accordance with PCIHBV’s requirements.
(b) The CONTRACTOR shall be responsible for the payment of wages, salaries,
bonus, overtime and any other allowances reasonably earned by its personnel
and shall make all appropriate deductions from their salaries in respect of any
employee contributions and the CONTRACTOR hereby indemnifies PCIHBV
against any liability in respect thereof. In the event of default in the payment of
any money in respect of wages of any workman employed by the
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CONTRACTOR or its SUBCONTRACTORS (including "labour only"

SUBCONTRACTOR) in and for the performance of this SERVICE
AGREEMENT, then PCIHBV having satisfied itself with the proof thereof
furnished to him may, upon the failure of CONTRACTOR to pay the said
money, make payment of such claim as the case may be, out of any monies at
any time due to CONTRACTOR under this SERVICE AGREEMENT and
such payment shall be deemed to be a payment made to CONTRACTOR by
PCIHBV under and by virtue of this CONTRACT.
11.6.6 The CONTRACTOR and its personnel shall promptly pay all TAXES properly and
lawfully assessed or imposed on the CONTRACTOR or its personnel in connection
with the WORK.
11.6.7 The CONTRACTOR shall ensure that CONTRACTOR PERSONNEL comply with
any reasonable requests or instructions given by PCIHBV under the provisions of
this SERVICE AGREEMENT, and, in particular, with any safety and/or security
laws, regulations or instructions which may be enforced from time to time at the
WORKSITE where the CONTRACTOR PERSONNEL are performing their duties
under this SERVICE AGREEMENT.
11.6.8 Discipline
The CONTRACTOR shall only employ such technical staff, foremen, artisans and
labourers on the WORK as are thoroughly efficient and of good character. The
CONTRACTOR shall ensure that its personnel comply with any reasonable requests
or instructions given by PCIHBV under the provisions of this SERVICE
AGREEMENT, and in particular with any safety and/or security regulations or
instructions which are enforced from time to time at the WORKSITE where the
CONTRACTOR PERSONNEL are performing their duties under this SERVICE
AGREEMENT. The CONTRACTOR shall have complete control of all of
CONTRACTOR PERSONNEL engaged for the performance of the WORK and
shall ensure that all of its personnel shall comply with all of PCIHBV’s applicable
rules and regulations. The CONTRACTOR shall maintain strict discipline and good
order among CONTRACTOR PERSONNEL and its SUBCONTRACTORS’
employees and agents, and shall not permit any of them to engage in any activities
that might, in PCIHBV's opinion be contrary or detrimental to the performance of
the WORK or the best interests of PCIHBV.
11.6.9 Replacement of CONTRACTOR PERSONNEL
(a) PCIHBV may at any time in its absolute discretion, withdraw its approval to
any member of CONTRACTOR PERSONNEL. If such approval is withdrawn,
the CONTRACTOR shall, upon receiving notice in writing of such withdrawal,
remove the said CONTRACTOR PERSONNEL from the WORKSITE
forthwith and shall not without PCIHBV’s consent thereafter employ him/her
again in connection with the WORK in any capacity. Such CONTRACTOR
PERSONNEL shall be replaced by the CONTRACTOR with another person
with proper competence and experience who shall be approved by PCIHBV,
provided that the CONTRACTOR shall not be entitled to any claim for any
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extension of time or expense whatsoever incurred by the CONTRACTOR in

respect of any direction given by PCIHBV under this ARTICLE.
(b) If, in the sole opinion of PCIHBV any person employed by CONTRACTOR
misconducts himself/herself or has caused delays, is incompetent, or is
otherwise unacceptable to PCIHBV, the CONTRACTOR, when so directed by
PCIHBV in writing, shall immediately remove such person from the WORK
and the CONTRACTOR shall not again employ or cause to be employed such
person on the WORK without the written permission of PCIHBV. Any person
so removed from the WORK shall be replaced by the CONTRACTOR without
delay and at its sole cost and expense by a competent substitute approved by
PCIHBV provided that the CONTRACTOR shall not be entitled to any claim
for any extension of time or expense whatsoever incurred in respect of any
direction given by PCIHBV under this ARTICLE.
(c) In the event of any replacement, the CONTRACTOR shall notify PCIHBV of
such action and shall take extra steps at no extra cost to PCIHBV to ensure that
the replacement CONTRACTOR PERSONNEL are competent, skilled and
familiar with the WORK. Such steps shall include an appropriate handover
period of not less than thirty (30) days or as agreed upon with PCIHBV. The
CONTRACTOR shall train the replacement CONTRACTOR PERSONNEL to
take over the WORK. PCIHBV reserves the right to reject any replacement
CONTRACTOR PERSONNEL during the handover period.
11.6.10 Language Requirement
The CONTRACTOR shall ensure that all CONTRACTOR PERSONNEL provided

pursuant to this SERVICE AGREEMENT are competent, efficient and are fluent in
the English language. Fluency in the Arabic language is desirable.
11.6.11 Personnel Policies
The CONTRACTOR shall observe and give effect to the following:
i. All CONTRACTOR PERSONNEL, irrespective of whether they are local or

expatriate staff, shall be registered by CONTRACTOR at its sole cost and
expense with the Iraqi Social Security Department and Labour Office. The
CONTRACTOR shall submit proof of these registrations to PCIHBV for
PCIHBV’s records;
ii. The CONTRACTOR shall not recruit PCIHBV personnel; and
iii. Any labour disputes by the CONTRACTOR’s employees shall not disrupt the
performance of the WORK or other petroleum operations within the GARRAF
CONTRACT AREA.
11.7 CONTRACTOR’s Responsibility to Inform Itself and PCIHBV
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11.7.1 The CONTRACTOR shall be deemed to have carefully read the SERVICE
AGREEMENT documents to determine all the necessary WORK, CONTRACTOR
PERSONNEL and any other labour, equipment and materials required for the
performance of the WORK, familiarised itself with the WORKSITE and any
restrictions applicable to or associated with the WORKSITE whether imposed by
any authority or third party and all ingress and egress from it, and obtained for itself
in advance a full understanding and knowledge of the nature and scope of the
WORK and of the conditions under which the WORK will be performed.
11.7.2 Any information that PCIHBV decides to give to the CONTRACTOR shall be
information that is reasonably available to PCIHBV at the material time. PCIHBV
shall not be responsible for the accuracy or sufficiency of any said information and
the CONTRACTOR shall interpret and apply any said information at its sole
discretion and shall be fully responsible for such interpretation.
11.7.3 The CONTRACTOR assumes total responsibility for the performance of the
WORK based upon data and information not contained in the SERVICE
AGREEMENT or any conclusions, interpretations by the CONTRACTOR in
applying the data, information and requirements contained in the SERVICE
AGREEMENT.
11.7.4 No additional payment beyond what has been agreed in the SERVICE
AGREEMENT will be paid to the CONTRACTOR due to the CONTRACTOR’s
lack of understanding of the nature and scope of the WORK which a reasonably
prudent contractor should have determined and understood in advance, or due to the
CONTRACTOR’s conclusions or interpretations of any data or information nor
shall the CONTRACTOR be relieved from any risk or obligation imposed on or
undertaken by it under the SERVICE AGREEMENT on any such ground or on the
ground that it did not or could not foresee any matter which may affect or has
affected the performance of the WORK.
11.7.5 Any failure by the CONTRACTOR to take account of matters, which may affect the
performance of the WORK, will not relieve the CONTRACTOR in whole or in part
from its obligations under the SERVICE AGREEMENT.
11.7.6 The CONTRACTOR shall notify PCIHBV without undue delay of all things that
are or may appear to be in conflict with applicable law, or any deficiencies,
omissions, contradictions or ambiguities in the SERVICE AGREEMENT.
11.7.7 The CONTRACTOR’s failure to notify PCIHBV of deficiencies, omissions,

contradictions or ambiguities in the SERVICE AGREEMENT shall be deemed to
be the CONTRACTOR’s confirmation that there are no deficiencies, omissions,
contradictions or ambiguities in the SERVICE AGREEMENT. However, if
PCIHBV does receive such notice, PCIHBV will review these items and issue the
necessary instructions before the CONTRACTOR proceeds with the performance
of the WORK or any part thereof. The CONTRACTOR shall not proceed with the
performance of the WORK prior to the receipt of such instructions.
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11.7.8 The CONTRACTOR shall notify PCIHBV immediately of any impending or actual
stoppages of work, industrial disputes or other matters affecting or likely to affect
the performance of the WORK.
11.7.9 The CONTRACTOR shall keep PCIHBV fully informed of the status of the
performance of the WORK and shall comply with the reporting requirements as set
out by PCIHBV.
11.7.10 Without prejudice to the foregoing, the CONTRACTOR shall request in a timely
manner, any information or detailed drawings it reasonably requires from PCIHBV
for the performance of the WORK under this SERVICE AGREEMENT and
PCIHBV shall endeavour to respond within a reasonable time to such request.
END OF ARTICLE 11
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ARTICLE 12
PCIHBV’S RIGHTS AND OBLIGATIONS
12.1 PCIHBV’s Instructions
12.1.1 PCIHBV may in its absolute discretion and from time to time if it deems necessary
issue further drawings, details, and/or instructions all of which shall be in writing
(hereafter collectively referred to as "PCIHBV instructions") with regard to, but not
limited to, the following:
(a) CHANGE ORDERS;

(b) any discrepancy, ambiguity, inconsistency, divergence, design or construction
impracticality or omission from, in or between the SERVICE AGREEMENT
DOCUMENTS as referred to in ARTICLE 1 (SERVICE AGREEMENT
DOCUMENTS);
(d) the engagement and/or dismissal from the WORK of any CONTRACTOR
PERSONNEL employed thereupon;
(g) any matter which, in PCIHBV’s opinion is necessary and incidental to the carrying
out and completion of the WORK under this SERVICE AGREEMENT; and
(h) any matter in respect of which PCIHBV is empowered by this SERVICE
AGREEMENT to issue instructions.
12.1.2 The CONTRACTOR shall forthwith comply with all PCIHBV instructions issued by
PCIHBV. If the CONTRACTOR does not comply with PCIHBV instructions within
seven (7) days after receipt of a written notice from PCIHBV requiring such
compliance, then PCIHBV, without prejudice to any other rights or remedies available
to PCIHBV under this SERVICE AGREEMENT or under law, may undertake the work
on its own or employ and pay a third party contractor or other persons to execute any
work whatsoever which may be necessary to give effect to such instruction. All costs
incurred in connection with such employment shall be recoverable from the
CONTRACTOR by PCIHBV as a debt or may be deducted by PCIHBV from any
monies due or to become due to the CONTRACTOR under this SERVICE
AGREEMENT. Alternatively, PCIHBV may treat such failure to comply as a default
by the CONTRACTOR and make a call upon the SBLC and/or terminate this
SERVICE AGREEMENT for cause pursuant to ARTICLE 19 (TERMINATION)
hereof.
12.1.3 Any approval, consent, instruction, comment, advice and the like given to the
CONTRACTOR under the SERVICE AGREEMENT (or not given, as the case may
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be) by or on behalf of PCIHBV shall not relieve the CONTRACTOR from any
obligation under the SERVICE AGREEMENT.
12.1.4 Any written instructions and/or notices referred to herein this ARTICLE 12
(PCIHBV’S RIGHTS AND OBLIGATIONS) shall only be effective if such written
instruction has been duly issued on PCIHBV’s authorised letterhead.
12.2 PCIHBV shall have the authority to stop the WORK at any stage and at any time during the
performance of this SERVICE AGREEMENT, whenever such stoppage is, in the sole opinion
of PCIHBV, necessary.
12.3 PCIHBV shall have the right to order remedial action or removal and replacement or repair of
any part of the WORK which does not meet the requirements of this SERVICE
AGREEMENT.
12.5 PCIHBV may provide assistance to the CONTRACTOR in securing any necessary permits
from GOVERNMENTAL authorities and/or agencies when required by this SERVICE
AGREEMENT. Failure by PCIHBV to obtain and provide such assistance shall not relieve
the CONTRACTOR from the obligation to secure the same at its own cost.
12.6 PCIHBV will endeavour to communicate with the relevant authorities who will authorise the
CONTRACTOR to have full rights of ingress and egress for CONTRACTOR PERSONNEL
to and from the WORKSITE, subject to the provisions of ARTICLES 11.8 and 11.9
(CONTRACTOR’S OBLIGATIONS). PCIHBV shall promptly advise the
CONTRACTOR of any restrictions, conditions or limitations in PCIHBV’s permits or
authorisations and the CONTRACTOR shall thereafter, at its sole cost and responsibility, take
such measures as may be necessary to remove such restrictions, conditions or limitations.
END OF ARTICLE 12
ARTICLE 13
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ACTIONS ON BEHALF OF PCIHBV
13.1 Unless otherwise specified in this SERVICE AGREEMENT, The CONTRACTOR shall take
no action on behalf of PCIHBV in the performance of the WORK or the conduct of operations
hereunder which would subject either Party to liability or penalty under any laws, rules,
regulations, or decrees of any relevant GOVERNMENTAL or other authority.
13.2 The CONTRACTOR shall have no authority to make any statements, representations or
commitments of any kind or to take action which shall be binding upon PCIHBV, except as
provided for herein or otherwise authorised in writing by PCIHBV.
13.3 The CONTRACTOR shall notify PCIHBV promptly upon discovery of any instance where
the CONTRACTOR has not complied with the requirements of this ARTICLE.
END OF ARTICLE 13
ARTICLE 14
PCIHBV SERVICE AGREEMENT ADMINISTRATOR AND REPRESENTATIVE
The following PCIHBV SERVICE AGREEMENT ADMINISTRATOR and PCIHBV

REPRESENTATIVE shall be designated in EXHIBIT IV - ADMINISTRATIVE PROCEDURES.
Notice of any change shall be given promptly to the CONTRACTOR in writing.
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14.1 PCIHBV SERVICE AGREEMENT ADMINISTRATOR
The PCIHBV SERVICE AGREEMENT ADMINISTRATOR is the person who shall be

responsible for and is duly authorised to receive notices and act on behalf of PCIHBV on all
matters in respect of the terms of this SERVICE AGREEMENT. The PCIHBV SERVICE
AGREEMENT ADMINISTRATOR shall have the authority to make the final decisions for
PCIHBV on all questions, controversies, or disputes involving the interpretation and
implementation of this SERVICE AGREEMENT.
14.2 PCIHBV REPRESENTATIVE
PCIHBV shall maintain a representative (“PCIHBV REPRESENTATIVE”) at the

WORKSITE to represent PCIHBV. The PCIHBV REPRESENTATIVE shall have the right
at all times to receive all information pertaining to charts, records, reports, and any other
information on any WORK performed under this SERVICE AGREEMENT.
The PCIHBV REPRESENTATIVE(s) shall have the right to issue instructions with respect
to the SERVICE AGREEMENT, reject or disapprove of any part of the WORK which does
not conform to this SERVICE AGREEMENT, and to decide on all matters or questions which
may arise relating to the performance of the WORK and his/her decision shall be final and
conclusive. For avoidance of doubt, any other instructions issued by any personnel apart from
the PCIHBV REPRESENTATIVE shall have no effect whatsoever, until and unless
confirmed in writing by the PCIHBV REPRESENTATIVE.
The PCIHBV REPRESENTATIVE shall be entitled to inspect all WORK performed and to
witness and to check all measurements and tests. Notwithstanding the foregoing, the presence
of and the inspection by the PCIHBV REPRESENTATIVE (or any of its authorised delegates)
shall not relieve the CONTRACTOR from its obligations and duties, and shall not prejudice
PCIHBV's rights under this SERVICE AGREEMENT.
The PCIHBV REPRESENTATIVE shall consult with the CONTRACTOR

REPRESENTATIVE in planning and coordinating the WORK, and all instructions given by
the PCIHBV REPRESENTATIVE consistent with the provisions of this SERVICE
AGREEMENT shall be deemed to be those of PCIHBV and shall be complied with by the
CONTRACTOR.
END OF ARTICLE 14
ARTICLE 15
CONTRACTOR SERVICE AGREEMENT ADMINISTRATOR AND REPRESENTATIVE
The following CONTRACTOR SERVICE AGREEMENT ADMINISTRATOR and CONTRACTOR

REPRESENTATIVE shall be designated in EXHIBIT IV - ADMINISTRATIVE PROCEDURES.
Notice of any change shall be given promptly to PCIHBV in writing.
15.1 CONTRACTOR SERVICE AGREEMENT ADMINISTRATOR
The CONTRACTOR SERVICE AGREEMENT ADMINISTRATOR is the person who will

be responsible for and is duly authorised to represent the CONTRACTOR at all times during
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the progress of the WORK and to receive and to act on any request made by PCIHBV in the
performance of the WORK in respect of the terms of this SERVICE AGREEMENT.
15.2 CONTRACTOR REPRESENTATIVE
The CONTRACTOR REPRESENTATIVE is the person employed by the CONTRACTOR

who shall have supervisory authority over the WORK and with whom the PCIHBV
REPRESENTATIVE may plan and co-ordinate the performance of the WORK. Notices
concerning operations which are transmitted to the CONTRACTOR through its designated
CONTRACTOR REPRESENTATIVE shall be deemed, for the purpose of this SERVICE
AGREEMENT, to have been sufficiently given. The CONTRACTOR REPRESENTATIVE
shall supervise, coordinate and ensure compliance of all aspects of the CONTRACTOR’s
obligations under this SERVICE AGREEMENT. PCIHBV shall be entitled to rely on all
decisions and positions of the CONTRACTOR REPRESENTATIVE as those of the
CONTRACTOR’s.
END OF ARTICLE 15
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ARTICLE 16
HEALTH, SAFETY AND ENVIRONMENT
16.1 The CONTRACTOR shall comply with all laws (whether international, national, local or
otherwise) and regulations pertaining to safety, health, environmental protection, fire protection
and security regulations which are applicable to the location where the WORK are being carried
out. The CONTRACTOR shall also comply at all times with PCIHBV 's HSE Management
System (HSE MS), HSE Manuals, policies, operating standards, site HSE requirements, Zero
Tolerance (ZeTo) Rules and any special instructions, and all requirements stipulated in this
CONTRACT. These requirements are intended to supplement any known or ought to be known
laws and regulations applicable at the WORKSITE and the locations where the WORK is being
carried out. The CONTRACTOR shall take all necessary HSE control and recovery measures
related to or arising out of the performance of the SERVICE AGREEMENT in order to protect
the WORK, the personnel and property of the PCIHBV, the CONTRACTOR, its
SUBCONTRACTORS, all third parties and public from the hazards and risks associated with
the planning and execution of the WORK.
16.2 Default of CONTRACTOR
The failure of the CONTRACTOR to comply with the PCIHBV’s applicable Health, Safety
and Environment (HSE) requirements shall be deemed as a default by the CONTRACTOR and
shall constitute a breach of the SERVICE AGREEMENT.
16.3 Right to Stop WORK on HSE Grounds
PCIHBV shall have the right to prohibit commencement of the WORK or to stop any WORK
in progress on HSE grounds, if any CONTRACTOR PERSONNEL (whether supplied by the
CONTRACTOR from third parties or supplied by the CONTRACTOR) or work conditions are
considered to be unsafe or not in compliance with PCIHBV’s HSE rules and/or requirements.
In such event, the CONTRACTOR shall, immediately and without reservation, remove
CONTRACTOR PERSONNEL or work conditions prior to seeking PCIHBV’s permission to
resume or commence the WORK. Any costs incurred by the CONTRACTOR or its
SUBCONTRACTORS as a result of any delays or actions taken or required which arise in any
way in connection with this ARTICLE and/or the WORK stoppage shall be at the
CONTRACTOR’s sole expense and shall not entitle the CONTRACTOR to any compensation
thereof.
16.4 Right to Withhold Payment on HSE Grounds
16.4.1 In the event that the CONTRACTOR or its SUBCONTRACTORS fail to comply with any of
the HSE requirements, PCIHBV shall be entitled to withhold amounts from payments due to
CONTRACTOR under this SERVICE AGREEMENT until the CONTRACTOR rectifies the
non-compliance to the satisfaction of PCIHBV, whereupon PCIHBV shall immediately release
such sums withheld to the CONTRACTOR (without any interest imposed thereon).
16.4.2 In the event that the 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
the CONTRACTOR by PCIHBV, PCIHBV shall be entitled to cause the same to be remedied
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or removed on its own and may deduct the costs including the expenses thereby incurred by
PCIHBV from any amounts due or owing or which may become due or owing to
CONTRACTOR under the SERVICE AGREEMENT provided always that this provision shall
not affect any other rights or remedies to which PCIHBV may be entitled under the SERVICE
AGREEMENT or at law or otherwise for the recovery of such sums.
16.5 Consequence Management for HSE Non-Compliance
16.5.1 In case of any HSE non-compliance committed by the CONTRACTOR which has been verified
by PCIHBV, consequence management shall be applied to the CONTRACTOR in accordance
with the requirements of EXHIBIT VII – CONSEQUENCE MANAGEMENT FOR HSE
NON-COMPLIANCE. PCIHBV shall also have the right to call on the standby letter of credit
pursuant to ARTICLE 6 (STANDBY LETTER OF CREDIT AND PERFORMANCE
GUARANTEE).
16.5.2 In the event of a fatality due to HSE non-compliance, or in the event of repeated HSE violations
by the CONTRACTOR necessitating the sending of three (3) warning letters by PCIHBV to
the CONTRACTOR, PCIHBV may terminate the SERVICE AGREEMENT for cause pursuant
to ARTICLE 19 (TERMINATION), and claim for any loss and/or damages suffered by
PCIHBV as a result thereof.
16.5.3 The above are without prejudice to any other rights and remedies of PCIHBV arising hereunder
or by law or otherwise.
16.7 In addition to all legal and specific requirements stated herein, the CONTRACTOR and its and
its SUBCONTRACTORS’ agents, employees, representatives who are engaged in the
performance of the WORK shall comply with, abide by and enforce at its own expense any
rules, regulations and standards on safety, drugs and alcohol, fire protection and security
regulations as set forth by PCIHBV in its safety manuals, policies and special instructions. The
CONTRACTOR shall ensure that its employees and SUBCONTRACTORS are notified of,
observe and abide by said regulations.
16.8 As a minimum requirement, the CONTRACTOR shall ensure that all CONTRACTOR
PERSONNEL, agents comply with PCIHBV's rules, regulations, practices and requirements as
set forth by PCIHBV in its safety manuals, policies and special instructions. This shall not
relieve the CONTRACTOR of its obligations as stipulated herein and compliance with all
relevant laws, regulations and rules.
16.9 The CONTRACTOR shall at its own expense ensure that all CONTRACTOR PERSONNEL
have been given the necessary basic safety and job related training required by law and the
CONTRACT prior to the start of the WORK, and will provide certificates if so required.
16.10 The CONTRACTOR shall ensure that all CONTRACTOR PERSONNEL and its
SUBCONTRACTORS’ personnel who are expected to perform the WORK have attended
relevant HSE briefing courses and are familiar with safety techniques and procedures.
16.11 The CONTRACTOR warrants that CONTRACTOR PERSONNEL and its

SUBCONTRACTORS’ employees and agents shall not perform any WORK or other service
for PCIHBV while under the influence of alcohol or drugs or any form of controlled substance.
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CONTRACTOR PERSONNEL and SUBCONTRACTORS’ employees and agents shall not

misuse legitimate drugs or possess, use, distribute or sell illicit or unprescribed forms of
controlled substances or drugs while employed on PCIHBV's WORK or while present on the
WORKSITE.
16.12 The CONTRACTOR, CONTRACTOR PERSONNEL and agents shall not possess, use,
distribute, or sell alcohol or alcoholic beverages on premises owned or controlled by PCIHBV
and/or the WORKSITE. The CONTRACTOR shall adopt and strictly enforce work rules and
policies in order to ensure compliance with these obligations.
16.13 PCIHBV reserves the right to conduct searches of the person, possessions, vehicles and other
property of the CONTRACTOR, CONTRACTOR PERSONNEL or agents while on premises
or transportation owned or controlled by PCIHBV (including but not limited to the
WORKSITE). Further, PCIHBV also reserves the right to conduct alcohol and/or drug tests on
CONTRACTOR PERSONNEL and agents while employed on PCIHBV's WORK where
reasonable cause exists. PCIHBV may also conduct unannounced periodic or random alcohol
and/or drug tests, particularly in its job categories where safety and security is crucial. Any
person who refuses to cooperate with any such search shall be relieved of his duties and not
permitted to return, and such person shall be replaced at the CONTRACTOR’s sole cost and
expense.
16.14 The CONTRACTOR shall at no cost to PCIHBV be responsible for the medical welfare of its
own and shall take care of periodical medical examinations, arrangements for medical
attendance, treatment or hospitalisation if and when necessary and will arrange suitable
insurances coverage for such contingencies. In cases of emergency, PCIHBV may make or
provide for, the necessary emergency arrangements, the costs of which shall be reimbursed to
PCIHBV by the CONTRACTOR.
16.15 The CONTRACTOR shall ensure that all its employees engaged in the WORK are medically
fit and healthy. Any medical disabilities including such disabilities which the CONTRACTOR
may consider will not adversely influence the employee's ability to perform his role in the
WORK should be reported to PCIHBV prior to the start of the WORK. The CONTRACTOR,
if requested by PCIHBV, shall provide medical certificates for the CONTRACTOR's
personnel.
END OF ARTICLE 16
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ARTICLE 17
LIENS AND CLAIMS
17.1 The CONTRACTOR shall indemnify and hold PCIHBV harmless from the WORK free of all
liens, claims, assessments, fines and levies created, caused or committed by the
CONTRACTOR or its SUBCONTRACTORS and all costs, damages and expenses incidental
thereto, including without limitation all court and arbitration costs, legal fees, and other
reasonable expenses. The CONTRACTOR shall further indemnify and hold PCIHBV
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 SUBCONTRACTORS, CONTRACTOR PERSONNEL, suppliers, or any
other liens and claims arising out of the performance of this SERVICE AGREEMENT by
CONTRACTOR. The CONTRACTOR shall notify promptly PCIHBV of such liens and
claims.
17.2 PCIHBV shall have the right to retain from any payment to be made under this SERVICE
AGREEMENT an amount sufficient to offset such liens or claims which the CONTRACTOR
fails to discharge promptly until such lien or claim is proven to be invalid or is fully satisfied,
discharged or settled.
17.3 Should there be any lien or claim after all payments hereunder have been made, the
CONTRACTOR shall refund to PCIHBV upon demand all monies that PCIHBV may be
compelled to pay to discharge any such lien in consequence of the CONTRACTOR's default,
including all costs and legal and professional fees.
17.4 At the completion of the WORK hereunder, or upon expiry or earlier termination of this
SERVICE AGREEMENT, the CONTRACTOR shall submit to PCIHBV a 'CONTRACT
CLOSURE LETTER' and 'CONTRACT CLOSURE CERTIFICATE’ as per the format
provided in EXHIBIT IV – ADMINISTRATIVE PROCEDURES stating that all
CONTRACTOR PERSONNEL, SUBCONTRACTORS, vendors and suppliers have been paid
in full, for WORK done hereunder to the date of such statements in connection with the
performance of the WORK have been fully and finally paid. In the event of any dispute, the
CONTRACTOR shall post a bond, or any other form of security acceptable to PCIHBV, to
secure or insure PCIHBV against any such liens and/or claims.
17.5 Such affidavit shall ensure immunity to PCIHBV from all liens and/or claims for which
PCIHBV might be or become liable. The CONTRACTOR shall indemnify and hold PCIHBV
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
SUBCONTRACTORS, vendors and suppliers, or any other liens and claims arising out of the
performance of this SERVICE AGREEMENT by the CONTRACTOR.
END OF ARTICLE 17
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ARTICLE 18
SUSPENSION OF WORK
18.1 At any time, PCIHBV may elect at its sole option to suspend all or any part of the SERVICE
AGREEMENT or the WORK for any reason whatsoever and shall give notice to the
CONTRACTOR specifying the part of the SERVICE AGREEMENT or WORK to be
suspended and the effective date of suspension. The CONTRACTOR shall cease performance
of the said suspended part of the SERVICE AGREEMENT or WORK on the effective date of
suspension.
18.2 During the period of suspension, PCIHBV shall not make any payments to CONTRACTOR.
PCIHBV shall not be liable to the CONTRACTOR for any standby costs, loss of anticipated
profits or consequential loss sustained on account of any suspension of the WORK or part
thereof.
18.3 PCIHBV may, at any time, authorise resumption of all or any part of the suspended WORK by
giving notice to the CONTRACTOR specifying the WORK to be resumed and the effective
date of withdrawal of suspension. The WORK shall be resumed by CONTRACTOR
immediately after receipt of such notice, where applicable.
18.5 In the event PCIHBV suspends the SERVICE AGREEMENT or any part thereof due to some
default of or breach of SERVICE AGREEMENT by the CONTRACTOR, or some such default
or breach reasonably anticipated by PCIHBV, such suspension shall not in any way affect
PCIHBV’s entitlement to exercise its rights under the SERVICE AGREEMENT or under law,
and PCIHBV may at any time notify the CONTRACTOR in writing to take appropriate
corrective action failing which PCIHBV shall be entitled to, in addition to any and all other
rights PCIHBV may possess, terminate the SERVICE AGREEMENT in accordance with
ARTICLE 19 (TERMINATION).
END OF ARTICLE 18
ARTICLE 19
TERMINATION
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19.1 Without prejudice to any other rights or remedies which PCIHBV may have under this
SERVICE AGREEMENT, if PCIHBV in its sole discretion determines that the
CONTRACTOR has committed a default of this SERVICE AGREEMENT, including but not
limited to any one or more of the following breaches:-
(a) if the CONTRACTOR without reasonable cause fails to commence and/or suspends
the carrying out of the whole or any part of the WORK before final completion;
(b) if the CONTRACTOR has failed to perform the WORK or part thereof, in a diligent,
skillful and professional manner and in accordance with BEST INDUSTRY
PRACTICES as required herein, failed to comply with PCIHBV’s safety or other rules
or regulations, has produced sub-standard work, or failed to adhere to any of its duties
and obligations under this SERVICE AGREEMENT;
(c) if the CONTRACTOR fails to execute the WORK in accordance with this SERVICE
AGREEMENT or neglects to carry out its obligations under this SERVICE
AGREEMENT;
(d) if the CONTRACTOR refuses or neglects to comply with a written notice from
PCIHBV to remove and replace any defective WORK;
(e) if the CONTRACTOR fails to supply and deliver the WORK by the due date or failure
to rectify or replace defective WORK to PCIHBV’s satisfaction within the time period
stipulated herein;
(f) if the CONTRACTOR attempts any transfer, novation or assignment under this
SERVICE AGREEMENT without PCIHBV’s prior written approval;
(g) if the CONTRACTOR or CONTRACTOR PERSONNEL, or CONTRACTOR’s
servants or agents are incompetent or have acted in a manner prejudicial to PCIHBV’s
best interest or have engaged in graft or any malpractices for doing or forbearing to do
or for having done or forborne to do any act in relation to the obtaining or executing of
the SERVICE AGREEMENT or any other contract with PCIHBV;
(h) if the CONTRACTOR fails to comply with the provisions of ARTICLE 6 (STANDBY
LETTER OF CREDIT AND PERFORMANCE GUARANTEE), ARTICLE 10
(INSURANCE), ARTICLE 16 (HEALTH, SAFETY AND ENVIRONMENT), or
ARTICLE 23 (SUBCONTRACTS AND ASSIGNMENT);
(i) if the CONTRACTOR fails or refuses to comply with any of PCIHBV’s instructions;
or
(j) If the CONTRACTOR breaches any provisions and obligations under this SERVICE
AGREEMENT, whether or not expressly specified herein;
then PCIHBV may give a written notice to the CONTRACTOR specifying the default. If the
CONTRACTOR fails to remedy such default within seven (7) days after receipt of the written
notice from PCIHBV or such other period to be determined by PCIHBV, and if the
CONTRACTOR fails to provide evidence satisfactory to PCIHBV that such default will be
corrected forthwith, or if the CONTRACTOR shall at any time thereafter repeat such default
(whether previously repeated or not), then PCIHBV may, in its sole discretion, and in addition
to any and all other rights available to PCIHBV under this SERVICE AGREEMENT or at
common law, withhold any payment due or to become due to the CONTRACTOR and/or
may, by a written notice to the CONTRACTOR, serve a “Notice of Termination for Default”
terminating forthwith the CONTRACTOR’s employment under this SERVICE
AGREEMENT for cause, and claim for damages.
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19.2 In addition to PCIHBV's rights to terminate as may be provided herein, PCIHBV shall be
entitled to terminate this SERVICE AGREEMENT under the following provisions :-
19.2.1 Notwithstanding any other provision in this SERVICE AGREEMENT, PCIHBV
shall have the right at its option to terminate this SERVICE AGREEMENT at any
time and without giving the reason therefor by giving fourteen (14) days written
notice of termination to CONTRACTOR. Such termination shall be effective on the
date specified in the notice.
19.2.2 In the event of Force Majeure continuing for thirty (30) days as specified in
ARTICLE 25.2 (FORCE MAJEURE), PCIHBV shall be entitled to terminate this
SERVICE AGREEMENT forthwith.
19.2.3 If at any time during the performance of this SERVICE AGREEMENT, the
CONTRACTOR:
(a) commits an act of bankruptcy;
(b) makes an assignment for the benefits of creditors, the filing by or against the
CONTRACTOR of a petition in bankruptcy or for corporate re-organisation,
or the appointment of a receiver or trustee for the CONTRACTOR or the
properties of the CONTRACTOR;
(c) becomes insolvent or suspends payment of its debts generally or is unable to
pay its debt as and when the fall due or an order is made or a resolution is passed
for the winding-up, liquidation and/or dissolution of the CONTRACTOR;
(d) being a company, has a winding up order made it;
(e) is having a provisional liquidator, receiver or manager of its business or
undertaking duly appointed, or possession taken by or on behalf of creditors or
debenture holders secured by a floating charge on any property comprised in
or subject of the said floating charge;
(f) fails 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 the CONTRACTOR; or
(g) ceases business;
then, and in any such event, which event shall be treated as a breach of this SERVICE
AGREEMENT, without prejudice to any other rights which PCIHBV may have
under this SERVICE AGREEMENT or at common law, PCIHBV may, by a written
notice to CONTRACTOR, terminate forthwith the employment of the
CONTRACTOR under this SERVICE AGREEMENT. Such termination shall be
effective on the date specified in the notice.
19.3 Without prejudice to any other rights and remedies which PCIHBV may have under the
SERVICE AGREEMENT or under law, in the event that the CONTRACTOR's employment
under this SERVICE AGREEMENT is terminated under ARTICLES 19.1 or 19.2.3 above,
irrespective of the validity of such termination:-
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(a) PCIHBV may, either by itself or through a third party contractor or contractors or
other persons, carry out and complete the WORK, the cost of which shall be for the
CONTRACTOR’s account and which may be recoverable from the CONTRACTOR
as a debt or which may be deducted from any sum due or to become due to the
CONTRACTOR;
(b) The CONTRACTOR shall pay to PCIHBV, in the manner hereinafter appearing, the
amount of any loss and/or damage caused to PCIHBV by the termination of its
employment under this SERVICE AGREEMENT. If, or as soon as, the arrangements
for the completion of the WORK made by PCIHBV enable PCIHBV to make a
reasonably accurate assessment of the ultimate cost to PCIHBV of completing the
WORK following the termination of the CONTRACTOR's employment and the
engagement of other contractors or persons, PCIHBV may issue a certificate stating
the amount of such loss and/or damage caused to PCIHBV by such termination of the
CONTRACTOR's employment. Such certificate shall state separately the sums
previously paid to the CONTRACTOR by PCIHBV, the sums paid or due or to
become due to other contractors or persons engaged by PCIHBV to complete the
WORK and any costs or expenditure incurred or to be incurred, excluding any
consequential sums, by PCIHBV in completing the WORK.
The certificate shall also state the final SERVICE AGREEMENT PRICE which,
allowing for any change of WORK or other matters which would have resulted in an
adjustment of the original SERVICE AGREEMENT PRICE and for any other sums,
which PCIHBV might be entitled under the terms of the SERVICE AGREEMENT to
deduct therefrom, would have been payable under the SERVICE AGREEMENT had
the CONTRACTOR’s employment not been terminated. If the final SERVICE
AGREEMENT PRICE is less than the completion cost, the difference shall be a debt
payable by the CONTRACTOR to PCIHBV. This certificate shall be binding and
conclusive on the CONTRACTOR as to the amount of such loss and/or damage
specified therein; and
(c) the amount to be certified shall include all costs or expenses incurred by PCIHBV,
for cost of supervision and all other direct overhead charges in circumstances where
the completion of the design and/or the WORK has been undertaken by PCIHBV or
by others engaged on behalf of PCIHBV.
19.4 In the event of the termination of this SERVICE AGREEMENT under the provisions of
ARTICLES 19.2.1 and 19.2.2 above, the CONTRACTOR shall either immediately or upon
such other date as is specified in the notice:
a) discontinue its performance of the WORK other than such part of the WORK as
PCIHBV may instruct for the purpose of protecting, making safe or tidying up such
parts of the WORK as may already have been executed or may be in the course of
execution;
b) assign to PCIHBV or its nominee, to the extent required by PCIHBV, all
SUBCONTRACT(s) and other obligations and any rights and titles;
c) except for those SUBCONTRACT(s) as are required for the WORK as stipulated in
ARTICLE 19.4 (a), which SUBCONTRACT(s) shall terminate upon completion of
such work, terminate all SUBCONTRACT(s) and other obligations not assigned to
PCIHBV pursuant to (b) above;
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d) enable PCIHBV or its nominee, to take over the WORK so far completed.
The CONTRACTOR shall thereafter be entitled to receive all payments for WORK
satisfactorily performed up to the date of termination specified in the notice As soon as the
Parties have reached agreement on the total sum of money to which the CONTRACTOR is
entitled pursuant to this ARTICLE, they shall establish the difference between that sum and
the total of amounts already paid to the CONTRACTOR by PCIHBV under the SERVICE
AGREEMENT. The amount of the difference so established shall be settled between the
Parties within thirty (30) days of the date of a debit note submitted by the creditor to the
debtor. Such settlement shall be in full and final settlement of any and all claims which the
CONTRACTOR may have against PCIHBV under this SERVICE AGREEMENT or under
law.
19.5 The payment provisions stated in ARTICLE 5 (INVOICING AND PAYMENTS) and
EXHIBIT II - SCHEDULE OF COMPENSATION and other relevant and/or necessary
provisions of this SERVICE AGREEMENT will remain in force until the prescribed actions
as per this ARTICLE 19 (TERMINATION) have been carried out. Notwithstanding any
other provision of this SERVICE AGREEMENT, PCIHBV shall not be liable to the
CONTRACTOR for consequential loss, damages, loss of profits, or otherwise as a result of
said termination.
END OF ARTICLE 19
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ARTICLE 20
CHANGES
20.1 Changes to the WORK may be required during the performance of this SERVICE
AGREEMENT or any extension thereof, and should be handled expeditiously and effectively
by the Parties hereto. Such changes may include but not be limited to additions, deletions,
substitutions, alterations and modifications.
20.2 PCIHBV 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 as specified in EXHIBIT IV - ADMINISTRATIVE PROCEDURES.
All provisions of the SERVICE AGREEMENT shall apply to all changes.
20.3 Except as provided in ARTICLE 20.6 (CHANGES) below, the CONTRACTOR shall not
proceed with any change prior to receipt of a CHANGE ORDER, unless authorised in writing
by PCIHBV SERVICE AGREEMENT ADMINISTRATOR.
20.4 Should PCIHBV desire any change to the WORK, it shall advise the CONTRACTOR of said
request. The CONTRACTOR shall, upon request from PCIHBV SERVICE AGREEMENT
ADMINISTRATOR, provide PCIHBV with a CHANGE ORDER defining its terms and
conditions within fourteen (14) days of the request. The terms and conditions shall include but
not be limited to price, method of payment, earliest commencement date and any other
information deemed necessary.
20.5 If PCIHBV approves the CHANGE ORDER, PCIHBV will issue to the CONTRACTOR a
written CHANGE ORDER in duplicate originals in the form provided in EXHIBIT IV -
ADMINISTRATIVE PROCEDURES. The CONTRACTOR shall sign both duplicate
originals of the CHANGE ORDER to indicate its receipt, understanding and acceptance of
the CHANGE ORDER. After execution by PCIHBV, one duplicate original will be returned
to CONTRACTOR.
20.6 In cases of extreme urgency for which the CONTRACTOR is unable to submit a firm proposal
before necessary change is begun, PCIHBV may issue a "Preliminary CHANGE ORDER" to
authorise the CONTRACTOR to proceed with the change on the basis of an approximate
written estimate prepared by the CONTRACTOR. As soon as practicable thereafter,
CONTRACTOR shall submit a CHANGE ORDER giving its firm price for the change. If the
firm price quoted in the CHANGE ORDER is more than that quoted in the "Preliminary
CHANGE ORDER", CONTRACTOR shall furnish PCIHBV with the reasons for the
differences. Upon agreement of the Parties on the firm price, a CHANGE ORDER shall be
issued as outlined in ARTICLE 20.5 (CHANGES).
20.7 Any change in the WORK proposed or initiated by PCIHBV or the CONTRACTOR pursuant
to this ARTICLE which are due to defects, errors or omissions in the WORK which could
alter, add to, change or vary considerably the amount of the work within the scope of WORK
or obligations of the CONTRACTOR or its SUBCONTRACTORS shall not justify any
change to the SERVICE AGREEMENT PRICE and SERVICE AGREEMENT schedule in
any event. For the avoidance of doubt, any work to be performed by the CONTRACTOR
resulting from instructions which PCIHBV was entitled to make under the SERVICE
AGREEMENT so as to ensure compliance with the SERVICE AGREEMENT or comments
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given by PCIHBV on documents which are subject to comments by PCIHBV as provided in

this SERVICE AGREEMENT, shall not be considered as a change in the WORK and shall
be carried out at the CONTRACTOR’s sole cost.
20.8 No CHANGE ORDER shall in any way vitiate or invalidate the obligations of the
CONTRACTOR under the SERVICE AGREEMENT. The CONTRACTOR shall not earn
remuneration or reward for unauthorized work, nor shall any payment be made therefor.
END OF ARTICLE 20
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ARTICLE 21
WARRANTY
21.1 The CONTRACTOR warrants and guarantees that the WORK will be performed in a
professional manner in accordance with BEST INDUSTRY PRACTICES as stipulated in
WARRANTY and the requirements and conditions of this SERVICE AGREEMENT, and that
the WORK shall comply with applicable specifications, codes and standards.
END OF ARTICLE 21
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ARTICLE 22
ACCEPTANCE OF WORK
22.1 All WORK under this SERVICE AGREEMENT shall be performed in accordance with this
SERVICE AGREEMENT to the satisfaction of PCIHBV. PCIHBV shall decide on all matters
or questions which may arise as to the performance and fulfilment of this SERVICE
AGREEMENT and its decision thereon shall be final and conclusive.
22.2 Upon completion of the WORK and in the opinion of CONTRACTOR all requirements have
been met, the CONTRACTOR shall so notify PCIHBV REPRESENTATIVE in writing.
Within thirty (30) days thereafter, PCIHBV will either notify the CONTRACTOR of non-
conformance with the requirements of the SERVICE AGREEMENT or issue a notice of
acceptance. In the former event, the CONTRACTOR shall at no cost to PCIHBV immediately
take all actions necessary to rectify promptly such non-conformance to the satisfaction of
PCIHBV.
22.3 Notwithstanding the above, acceptance of WORK or part thereof or approval of the
CONTRACTOR's activities for the WORK or partial payments made to the CONTRACTOR
shall not relieve the CONTRACTOR of any of its obligations and/or liabilities under the
SERVICE AGREEMENT, in particular the obligations contained in ARTICLE 21
(WARRANTY).
END OF ARTICLE 22
ARTICLE 23
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SUBCONTRACTS AND ASSIGNMENT
23.1 The CONTRACTOR shall not subcontract the WORK or any part thereof without PCIHBV’s
prior written approval. The SUBCONTRACT documents and the selection of
SUBCONTRACTOR(s) related to the WORK or any part thereof shall require the written
approval of PCIHBV prior to award of each SUBCONTRACT. The CONTRACTOR shall
ensure that the terms and conditions as well as the remuneration paid to any
SUBCONTRACTOR shall be fair and reasonable. Accordingly, the CONTRACTOR shall
provide PCIHBV with the unpriced copy of the SUBCONTRACT and the letter of award as
acknowledged by the SUBCONTRACTOR upon the award of such SUBCONTRACT.
23.2 Approvals granted pursuant to this ARTICLE shall not release or relieve the CONTRACTOR
of any of its obligations under the MASTER PRICE AND SERVICE AGREEMENT or create
any relationship, contractual or otherwise, between any SUBCONTRACTOR and PCIHBV.
The CONTRACTOR shall be responsible for the due observance of such
SUBCONTRACTORS of all the terms, stipulations and conditions under the SERVICE
AGREEMENT. PCIHBV shall have the right to disapprove, without cause, any
SUBCONTRACTOR, supplier, vendor or source of supply selected by the CONTRACTOR.
In such event, the CONTRACTOR shall immediately proceed to select a
SUBCONTRACTOR acceptable to PCIHBV, and shall be solely liable to the rejected
SUBCONTRACTOR for any damages incurred as a result of PCIHBV’s disapproval of such
SUBCONTRACTOR.
23.3 The CONTRACTOR shall be fully responsible for the acts, defaults or breach of any terms
and/or conditions of this SERVICE AGREEMENT by the SUBCONTRACTORS on their
part in the same way as for its own or those of other SUBCONTRACTORS or suppliers
engaged by the CONTRACTOR, and the CONTRACTOR shall not thereby be relieved from
any liability or obligation under this SERVICE AGREEMENT. PCIHBV shall in no
circumstances be liable to CONTRACTOR for the default of any SUBCONTRACTORS. In
the event that any approved SUBCONTRACTOR is unable, for whatever reason, to undertake
that portion of the WORK to be subcontracted, the CONTRACTOR shall inform PCIHBV of
the reasons and seek approval from PCIHBV as regards the CONTRACTOR’s intention to
appoint a replacement SUBCONTRACTOR.
23.4 The CONTRACTOR shall be fully responsible for any acts, defaults and omissions of any
SUBCONTRACTOR, and persons either directly or indirectly employed by
SUBCONTRACTORS to the same extent as it is for the acts and omissions of persons directly
or indirectly employed by the CONTRACTOR. The CONTRACTOR shall be responsible for
making timely payment to its SUBCONTRACTORS and generally upholding its obligations
under each SUBCONTRACT, and shall fully indemnify and hold harmless PCIHBV against
its failure to do so.
23.5 The CONTRACTOR shall ensure that all of PCIHBV’s rights under this MASTER PRICE
AND SERVICE AGREEMENT, including access and audit rights are incorporated in all the
CONTRACTOR's SUBCONTRACTS hereunder. For the avoidance of doubt but not by way
of limitation, the CONTRACTOR shall include the following provisions in all
SUBCONTRACTS:
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(a) the option of immediate termination of the SUBCONTRACT;
(b) the option of immediate suspension of the SUBCONTRACT;
(c) all rights and remedies available to PCIHBV in the SERVICE AGREEMENT;
(d) all provisions of the SERVICE AGREEMENT specifically stating their

applicability to SUBCONTRACTS and/or such provisions as can reasonably be
inferred to apply to SUBCONTRACTS; and
(e) all of the general duties and obligations the CONTRACTOR is required to fulfil as
provided for in the SERVICE AGREEMENT.
23.6 No SUBCONTRACT shall bind or purport to bind PCIHBV, and without prejudice to the
provisions herein contained the CONTRACTOR shall hold harmless and indemnify PCIHBV
from and against any action, damage, claim and/or demand whatsoever by any
SUBCONTRACTOR.
23.7 The CONTRACTOR and its SUBCONTRACTORS shall not engage any personnel who are
already employed by any other contractor in privity of contract with PCIHBV or directly
employed by PCIHBV unless such personnel obtain clearance in writing from their employer.
This ARTICLE shall also apply to employees of PCIHBV or its AFFILIATES.
23.8 In and for the purpose of this SERVICE AGREEMENT, the CONTRACTOR shall be fully
responsible to ensure that all SUBCONTRACTORS shall conform to the terms and conditions
of this SERVICE AGREEMENT. The CONTRACTOR shall ensure that the provisions of all
SUBCONTRACTS entered into between the CONTRACTOR and its SUBCONTRACTORS
shall embody and reflect the terms, stipulations and conditions herein expressed and comply
fully with the provisions of ISO 9000.
23.9 In the event of repudiation or abandonment of a SUBCONTRACT by any

SUBCONTRACTOR or the termination by the CONTRACTOR of a SUBCONTRACT for
any reason whatsoever (which termination shall only be with PCIHBV’s written consent), the
CONTRACTOR shall do one of the following:
(a) with the consent of PCIHBV (such consent not to be unreasonably withheld) employ
another competent SUBCONTRACTOR to complete the SUBCONTRACT; or
(b) undertake to complete the SUBCONTRACT,
provided that in either event, the CONTRACTOR shall only be entitled to be paid the balance
of the sum for the work or services yet to be executed, or items yet to be supplied, as would
have been payable had the original SUBCONTRACTORS completed the SUBCONTRACT
without any default on their part. PCIHBV shall not be under any duty or obligation to
nominate an alternative SUBCONTRACTOR in the event of such repudiation, abandonment
or termination.
23.10 PCIHBV has the right to inspect all documents in relation to the SUBCONTRACTS.
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23.11 PCIHBV shall have the right to participate in CONTRACTOR’s selection and evaluation of
SUBCONTRACTORS which shall include but which shall not be limited to the following:
a) Witnessing the CONTRACTOR’s opening of sealed SUBCONTRACT bids, including

but not limited to bidders’ technical and commercial proposals;
b) Reviewing and approving the CONTRACTOR’s technical and commercial bid

evaluation reports; and
c) Attend SUBCONTRACT pre-award meetings.
23.12 The CONTRACTOR shall, within seven (7) days from the date of PCIHBV's request, provide
a list of all SUBCONTRACTORS and suppliers utilised by the CONTRACTOR in fulfilling
its obligations under this SERVICE AGREEMENT.
23.13 The CONTRACTOR shall not assign the SERVICE AGREEMENT or any part thereof or any
benefits or interest thereunder, including any sums due or any part thereof, without prior
written approval of PCIHBV. Any purported assignment without the written approval of
PCIHBV shall be absolutely void against PCIHBV and PCIHBV shall in such event have no
obligation whatsoever to the purported assignee. The CONTRACTOR shall in such event
fully indemnify and hold harmless PCIHBV against all consequences thereof.
23.14 PCIHBV may assign any or all of its rights, titles and/or obligations under the SERVICE
AGREEMENT without the prior consent of the CONTRACTOR, subject to prior notification
thereof being given by PCIHBV in writing to the CONTRACTOR.
23.15 Subject to this ARTICLE, any party to whom the rights, titles and/or obligations under this
SERVICE AGREEMENT are assigned to by the CONTRACTOR shall be bound by all the
provisions of this SERVICE AGREEMENT. The CONTRACTOR shall ensure as a condition
precedent to any assignment by the CONTRACTOR that such assignment shall:
a) be executed in accordance with the provisions of this SERVICE AGREEMENT;
b) not release or relieve the CONTRACTOR of any of its obligations under this SERVICE
AGREEMENT or create any contractual relations between the assignee and PCIHBV;
c) be accompanied by an undertaking and evidence that the proposed assignee has the
capability to undertake the WORK under this SERVICE AGREEMENT;
d) be preceded with a separate specific contract in favour of and for the benefit of PCIHBV
to the effect that the proposed assignee accepts and agrees to be bound by this SERVICE
AGREEMENT;
e) be of no force or effect whatsoever unless and until the provisions of this ARTICLE
have been met and an executed copy of the agreement referred to in (d) above has been
delivered to PCIHBV as a precondition to PCIHBV granting the required written
consent; and
f) be of no force or effect whatsoever unless and until a valid STANDBY LETTER OF
CREDIT and PERFORMANCE GUARANTEE as specified in ARTICLE 6
(STANDBY LETTER OF CREDIT (SBLC) AND PERFORMANCE
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GUARANTEE) and requisite cover notes/insurance policies specified in ARTICLE 10

(INSURANCE) are received by PCIHBV from the proposed assignee.
23.16 The CONTRACTOR shall arrange that any rights and titles together with the obligations
connected therewith relating to the WORK which the CONTRACTOR may directly or
indirectly acquire from (including but not limited to) SUBCONTRACTORS can, if so
required by PCIHBV, be assigned to PCIHBV in the event of discontinuation or termination
of the CONTRACT pursuant to ARTICLE 19 (TERMINATION).
END OF ARTICLE 23
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ARTICLE 24
LOCAL CONTENT
24.1 In the procurement of equipment, facilities, goods, materials, supplies and services required
for the WORK, the CONTRACTOR shall, to the extent that it is technically and economically
practicable, utilise Iraqi companies and shall use its best endeavours to employ suitable and
qualified Iraqi personnel in the WORK.
24.2 In pursuance of the provision of ARTICLE 24.1 (LOCAL CONTENT), the

CONTRACTOR shall, unless otherwise notified by PCIHBV, comply with the following:
(a) give priority to hiring Iraqi personnel for the performance of the WORK, particularly
to residents of the GARRAF CONTRACT AREA;
(b) give priority to Iraqi-manufactured goods in the purchase of equipment, facilities,

goods, materials, supplies and WORK required for the WORK;
(c) give priority to Iraqi suppliers or manufacturers for equipment, facilities, goods,
materials, supplies and WORK required for the WORK;
(d) give priority to services and research facilities, professional or otherwise, which are
rendered by firms or companies incorporated or licensed in the Republic of Iraq;
on the understanding that it is technically and economically practicable to give such priority.
24.3 In determining what is "technically and economically practicable", the following factors shall
be considered:
(a) Conformity of the equipment, goods, materials, supplies and services to acceptable
technical and safety standards ;
(b) Availability of the equipment, goods, materials, supplies and services in required
quantities and within the applicable periods ;
(c) Acceptability of the terms and conditions of supply, including maintenance, servicing,
availability of spare parts ; and
(d) Competitiveness of prices and costs.
24.4 The CONTRACTOR shall provide at PCIHBV's request a list of all major
SUBCONTRACTORS and supplies utilised by the CONTRACTOR in fulfilling its obligation
under this ARTICLE as well as a list of equipment, goods, materials, supplies and WORK
required for operations under this SERVICE AGREEMENT purchased or procured inside and
outside the Republic of Iraq.
END OF ARTICLE 24
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ARTICLE 25
FORCE MAJEURE
25.1 Neither Party shall be liable for any delay in the execution of the WORK if such delay is due
to Force Majeure which for the purpose of this SERVICE AGREEMENT shall mean any
unforeseeable event or cause beyond the reasonable control of the Party in question and which
could not have been prevented or overcome by the exercise of due diligence by the said Party.
25.2 The events falling within "Force Majeure" include but are not limited to acts of God or force
of nature, landslide, lightning, earthquake, and acts of war (declared or undeclared) or
public enemy, general strike (excluding strikes, lockouts or other industrial disputes or
action solely amongst CONTRACTOR PERSONNEL or its SUBCONTRACTORS’
employees, or caused by the CONTRACTOR’s poor pay or working conditions, or caused
by the CONTRACTOR’s own default), blockade, embargo, quarantine, public disorder,
sabotage, accident or similar events beyond the control of the Parties or either of them.
However, Force Majeure shall not include:
(a) late delivery of materials caused by congestion at SUBCONTRACTORS’, vendors’ or

suppliers’ plants or elsewhere, and/or the oversold condition of the market, inefficiencies,
or similar occurrences; or
(b) late performance by the CONTRACTOR and/or a SUBCONTRACTOR or vendor caused

by unavailability of equipment, supervisors, or labour; or
(d) the financial distress of the CONTRACTOR or a SUBCONTRACTOR or vendor.
Notwithstanding the above, at no time during the duration of the SERVICE AGREEMENT,
shall either the security conditions prevailing at the WORKSITE and/or the GARRAF
CONTRACT AREA or the political and security conditions generally prevailing in the
Republic of Iraq constitute a condition of Force Majeure.
25.3 If either Party is prevented or delayed in the performance of any obligations under this
SERVICE AGREEMENT by circumstances of "Force Majeure", the affected Party shall give
immediate written notice (“Notice of Force Majeure”) by letter or telefax thereof to the other
party within seven (7) days of the happening of such event, specifying the details constituting
"Force Majeure" and giving the necessary evidence to demonstrate that a contractual obligation
is thereby prevented or delayed from being performed, and the estimated anticipated period
during which such prevention, interruption and/or delay may continue. The SERVICE
AGREEMENT shall be deemed suspended pursuant to ARTICLE 18 (SUSPENSION OF
WORK) during such period of Force Majeure and all provisions therein shall apply during such
period.
25.4 PCIHBV or the CONTRACTOR as the case may be shall diligently mitigate or remove the
effect of Force Majeure. Either Party upon receipt of the Notice of "Force Majeure" under the
preceding ARTICLE 25.3 shall confer promptly with the other and agree upon a course of
action to remove or alleviate such effect(s), and shall seek reasonable methods of resuming full
performance of its obligations and achieving the objectives under the SERVICE
AGREEMENT.
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25.5 Within seven (7) days of issuance of the notice referred to in ARTICLE 25.3, the Parties shall
confer to seek agreement as to the required action to be taken in the circumstances.
25.6 If after complying with the requirements of ARTICLES 25.3, 25.4 and 25.5 either of the Parties
is prevented or delayed from the complete performance of any obligation for a period of thirty
(30) days, then PCIHBV may terminate this SERVICE AGREEMENT. In the event of such
termination, the provisions of ARTICLE 19 (TERMINATION) shall apply.
25.7 Save as expressly provided in this ARTICLE, no sum shall be payable and no payment of
whatever nature shall be made in respect of a Force Majeure occurrence. Any delay or failure
in performing by either Party thereto shall not constitute default hereunder or give rise to any
claim for damage or loss of anticipated profits if, and to the extent that such delay or failure is
caused by Force Majeure.
END OF ARTICLE 25
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ARTICLE 26
LIQUIDATED DAMAGES
26.1 If the CONTRACTOR fails to complete and deliver the WORK and/or to complete the
objectives of any milestone as specified in EXHIBIT I – SCOPE OF WORK or in any other
parts of the SERVICE AGREEMENT, then the CONTRACTOR shall pay or allow PCIHBV
a sum calculated at an amount of zero point two percent (0.2%) of the RELEASE ORDER
PRICE per day of delay or any part thereof up to a maximum aggregate of five percent (5%)
of the RELEASE ORDER PRICE as liquidated and ascertained damages, for the period during
which the said milestone shall so remain and have remained incomplete, or alternatively,
PCIHBV may deduct such damages from any monies due to the CONTRACTOR.
26.2 The liquidated and ascertained damages stated in this ARTICLE 26 (LIQUIDATED
DAMAGES) is deemed to be the actual loss which PCIHBV will suffer in the event that the
CONTRACTOR fails to achieve any milestone by the relevant date stipulated in EXHIBIT I
– SCOPE OF WORK and in any other parts of the SERVICE AGREEMENT. The
CONTRACTOR, by entering into this SERVICE AGREEMENT, agrees to pay to PCIHBV
the said amount(s) if the same becomes due without the need of PCIHBV to prove actual
damage or loss, or alternatively, PCIHBV may deduct such sum from any payment due or owed
to the CONTRACTOR. In the event that the delay exceeds the period where the maximum
amount of liquidated and ascertained damages are payable, PCIHBV shall have the right to
terminate this SERVICE AGREEMENT for cause pursuant to ARTICLE 19
(TERMINATION) hereof.
26.3 The payment or deduction of such damages shall not relieve the CONTRACTOR from its
obligations and liabilities under this SERVICE AGREEMENT. The payment of the damages
is in addition to, and not in lieu or substitution of, any other remedy in law or equity that may
be available to PCIHBV.
26.4 The CONTRACTOR and PCIHBV hereby agree that these amounts of liquidated and
ascertained damages are fair and reasonable because of the difficulty of ascertaining the exact
amount of damages that PCIHBV may sustain by reasons of such delay in completing the
WORK. In circumstances where any of the liquidated and ascertained damages provided as
being payable by the CONTRACTOR in this SERVICE AGREEMENT, are successfully
challenged or otherwise deemed in any judicial or arbitral proceedings, as constituting a penalty
or otherwise and cannot be enforced against the CONTRACTOR, the Parties agree that the
CONTRACTOR’s liability to PCIHBV shall instead be for general damages at law.
END OF ARTICLE 26
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ARTICLE 27
CONFLICT OF INTEREST
27.1 The CONTRACTOR shall throughout the duration of the SERVICE AGREEMENT, exercise
reasonable care and due diligence to prevent the occurrence of any act or omission which would
result in a situation of conflict of interest against the best interest of PCIHBV. For the purposes
of this ARTICLE and in relation to this SERVICE AGREEMENT, the obligations of the
CONTRACTOR shall apply in toto to the activities of its employees, agents,
SUBCONTRACTORS and representatives and their relations with the employees, agents,
families and/or representatives of PCIHBV.
27.2 The CONTRACTOR warrants that it has not made or offered and will not make or offer, with
respect to the matters in this SERVICE AGREEMENT, any payment, gift, promise, benefit,
payment of unlawful gratuities, or other advantage (whether pecuniary or otherwise) of any
nature whatsoever, whether directly or through intermediaries, to or for the benefit of any
person, including any employee, representative or agent of PCIHBV or any public official (i.e.
any individual performing an official function of a government department, public agency,
public enterprise, public international organization or political party), where such payment, gift,
promise, or advantage has influenced the bidding exercise related to this SERVICE
AGREEMENT in favour of the CONTRACTOR thereby violating the laws of the Republic of
Iraq or any applicable laws, or the principles described in the United Nations Convention
Against Corruption, which entered into force on December 5, 2005.
27.3 The CONTRACTOR agrees that as to any matter arising out of this SERVICE AGREEMENT,
it shall: (i) maintain adequate internal controls; (ii) accurately record all transactions in its books
and records.
27.4 The CONTRACTOR agrees, warrants, covenants and undertakes that in the event the
CONTRACTOR shall be in breach of the terms and conditions of this clause or any part thereof
for any reason whatsoever, PCIHBV shall be entitled to terminate the SERVICE
AGREEMENT pursuant to ARTICLE 19 (TERMINATION) by reason of such breach
without any payment of compensation to the CONTRACTOR. Upon termination, the
CONTRACTOR shall cause the return to PCIHBV of all or any sums previously paid in
advance by PCIHBV in respect of WORK which are not performed at the time of termination.
PETRONAS Code Of Conduct And Business Ethics
27.5 For the purpose of this ARTICLE, each of the following expressions has, except where the
context otherwise requires, the meanings shown opposite it:
27.5.1 “ASSOCIATED PERSONS” means a person associated with the CONTRACTOR

and/or its SUBCONTRACTORS, including, but not limited to any of its employees,
agents, contractors, consultants, representatives and agents.
27.5.2 “RELEVANT REQUIREMENTS” means all applicable laws, statutes, regulations

and codes relating to anti-bribery and anti-corruption.
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27.5.3 “RELEVANT POLICIES” means Part II A (Conflict of Interest) and Part II B

(Fighting Corruption and Unethical Practices) of the PETRONAS Code of Conduct
and Business Ethics and other related policies, procedures, guidelines and requirements
as updated by PETRONAS from time to time.
27.5.4 “RELEVANT OBLIGATIONS” means obligations equivalent to those imposed on

the CONTRACTOR in ARTICLE 27.7
27.6 Business Conduct
27.6.1 The 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 WORK.
27.6.2 The CONTRACTOR shall ensure that all ASSOCIATED PERSONS who perform
WORK in connection with this SERVICE AGREEMENT 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.
27.6.3 From time to time, at PCIHBV’s request, the CONTRACTOR shall confirm in writing
that the CONTRACTOR and the ASSOCIATED PERSONS have complied with the
obligations imposed upon it in this ARTICLE 27.6 and provide any information
reasonably requested by PETRONAS in support of the compliance obligations.
27.6.4 In the event that the CONTRACTOR and/or the ASSOCIATED PERSONS refuse, fail
and/or is negligent in complying with the provisions as stated in this ARTICLE 27.6,
PCIHBV may, without prejudice to any other remedies available to it within this
SERVICE AGREEMENT or under the laws, take any such action as may be deemed
necessary including the termination of this SERVICE AGREEMENT for cause
pursuant to ARTICLE 19 (TERMINATION).
27.7 Conflict of Interest and Fighting Corruption and Unethical Practices
27.7.1 The CONTRACTOR shall:
(a) comply with all RELEVANT REQUIREMENTS and RELEVANT POLICIES;
(b) have in place and maintain throughout the term of this SERVICE AGREEMENT
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 SERVICE AGREEMENT, maintain
adequate internal controls and accurately record all transactions in its books and
records;
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(d) enforce the policies and procedures referred to in ARTICLE 27.7.1(b) above,
where appropriate;
(e) promptly report to PCIHBV any breach of this ARTICLE 27.7.1 arising in
connection with this SERVICE AGREEMENT and take such steps as PCIHBV
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 the CONTRACTOR in connection with the
performance of this SERVICE AGREEMENT and take such steps in response
to any such request as PCIHBV may require;
(g) immediately notify PCIHBV in writing if a foreign public official becomes an

officer or employee of the CONTRACTOR or acquires a direct or indirect
interest in the CONTRACTOR’s company and that the CONTRACTOR
warrants that no foreign public officials are officers or employees of the
CONTRACTOR or have direct or indirect interests in the CONTRACTOR at the
date of this SERVICE AGREEMENT.
27.7.2 The CONTRACTOR shall ensure that all ASSOCIATED PERSONS who perform
WORK in connection with this SERVICE AGREEMENT do so on the basis of a
written contract which imposes RELEVANT OBLIGATIONS on the ASSOCIATED
PERSONS.
27.7.3 The CONTRACTOR shall be responsible for the observance and performance by the
ASSOCIATED PERSONS of the RELEVANT OBLIGATIONS and shall be directly
liable to PCIHBV for any breach of the RELEVANT OBLIGATIONS by an
ASSOCIATED PERSONS.
27.7.4 Breach of this ARTICLE 27.7 shall be deemed a material breach and PCIHBV may
terminate the SERVICE AGREEMENT for cause pursuant to ARTICLE 19
(TERMINATION) as a result thereof without any ensuing obligations nor liabilities,
except for those incurred prior to the date of the breach.
END OF ARTICLE 27
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ARTICLE 28
COMPLIANCE WITH LAW
28.1 The CONTRACTOR and its SUBCONTRACTORS shall be subject to all applicable laws in
connection with the WORK. If the CONTRACTOR or its SUBCONTRACTORS perform
any part of the WORK contrary to the law, then the CONTRACTOR shall bear any additional
costs of the WORK resulting from said violation and correction thereof. For the purpose of
this ARTICLE, "law" includes any laws (national, state, municipal, local or others) and any
requirements, ordinance, rule or regulation of any relevant GOVERNMENTAL or other
governmental authority or agency (national, state, municipal, local or others).
28.2 The CONTRACTOR shall not enter into negotiations with any relevant GOVERNMENTAL
authority or agency to develop acceptance to any exemption, composition, variation or
revision to law in connection with this SERVICE AGREEMENT without PCIHBV’s prior
written approval.
28.3 The CONTRACTOR shall at its sole cost and expense obtain all necessary licences and
permits to do business in the Republic of Iraq from the relevant GOVERNMENTAL authority
thereof wherein any part of the WORK is performed and shall obtain all licenses, permits and
authorisations required by law that must be obtained in the CONTRACTOR's name and shall
comply with terms and conditions of such licenses, permits and authorisations.
28.4 It is PCIHBV’s policy to comply with all laws and regulations applicable to the conduct of
business in all countries in which it operates. The CONTRACTOR shall avoid any activity
which could involve or lead to involvement in any unlawful practice. It is also PCIHBV policy
that the CONTRACTOR avoid any activity that might result in a conflict of interest or in any
way compromise or appear to compromise PCIHBV or the CONTRACTOR. Notwithstanding
any other provisions in this SERVICE AGREEMENT, the CONTRACTOR shall indemnify
PCIHBV against all penalties and liabilities of every kind for the CONTRACTOR’s failure to
comply with this ARTICLE.
28.5 The CONTRACTOR's obligations under ARTICLE 28.3 (COMPLIANCE WITH LAW)
shall include without limitation obtaining all necessary or appropriate import and export
licences and Customs clearances for materials and equipment for the WORK and providing
all documentation in support of such licences and clearances in both the English and Arabic
languages. If the CONTRACTOR fails to comply with the above obligations, then the
CONTRACTOR shall be fully and solely responsible for any claims for payment of import
duties or customs duties whatsoever with respect to imported materials or equipment.
28.6 The CONTRACTOR furthermore ensures that it shall comply with PCIHBV’s safety
requirements, observe and comply with all local laws, respect local customs and cultural
sensitivities, and shall not engage in activities which may be reasonably considered by
PCIHBV to be detrimental to the maintenance of harmonious relations between PCIHBV and
such authorities or the local populace at the WORKSITE and the GARRAF CONTRACT
AREA and all surrounding areas.
28.7 Notwithstanding any other provisions in this SERVICE AGREEMENT, the CONTRACTOR
shall defend, indemnify and hold PCIHBV, its shareholders, directors, employees and agents
and its AFFILIATES harmless from all forms of penalty which may be imposed on or
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liabilities suffered by PCIHBV or its AFFILIATES by reason of any alleged or violation of

law by the CONTRACTOR or its SUBCONTRACTORS, and also from all claims, suits or
proceedings that may be brought against PCIHBV, its stockholders, directors, employees and
agents arising under, growing out of, or by reason of the WORK with respect to such alleged
or violation of law whether brought by employees of CONTRACTOR or its
SUBCONTRACTORS or by third parties or by any relevant authority.
28.8 The CONTRACTOR shall give all notices and pay all fees and charges required to be given
or paid under any written law, regulations or by-laws in relation to the design and execution
of the WORK and shall do so at such times as not to delay or disrupt the progress of the design
or the WORK. If PCIHBV or the CONTRACTOR finds any divergence between the statutory
requirements and the SERVICE AGREEMENT or between the statutory requirements and
any instruction requiring a CHANGE ORDER issued under this SERVICE AGREEMENT,
the CONTRACTOR shall immediately give PCIHBV a written notice specifying the
divergence and inform PCIHBV in writing of its proposals in respect of the divergence.
PCIHBV shall issue instructions with regard to such divergence and the CONTRACTOR shall
forthwith comply with the same entirely without cost to PCIHBV.
28.9 Any costs incurred by the CONTRACTOR in relation to fees and charges for removal of
sewage and supply of water and electricity supply and any other services shall be borne by the
CONTRACTOR.
28.10 Save for approvals already obtained by PCIHBV at the date hereof, the CONTRACTOR shall
at its own cost and expense also obtain all necessary approvals from GOVERNMENTAL or
statutory authorities for the SERVICE AGREEMENT and the WORK, which shall include
but not be limited to planning permission, building plan approvals and certificates of fitness
for occupation.
28.11 The CONTRACTOR shall prepare and forward to PCIHBV for review all correspondences
to any GOVERNMENTAL or statutory bodies prior to issuance.
28.12 If, after the EFFECTIVE DATE, there is any change or amendment in any such written law,
regulations or by-laws which necessitates any CHANGE ORDER to the design or the WORK,
the CONTRACTOR shall, before making such CHANGE ORDER, give to PCIHBV written
notice specifying and giving the reason for such CHANGE ORDER and the implication
thereof and apply for PCIHBV’s instructions in relation thereto.
END OF ARTICLE 28
ARTICLE 29
CONFIDENTIALITY
29.1 The CONTRACTOR shall preserve and cause CONTRACTOR PERSONNEL to preserve the
secrecy of any CONFIDENTIAL INFORMATION. The CONTRACTOR shall, where deemed
necessary by PCIHBV, enter into Non-Disclosure/Secrecy Agreements with any third parties
so identified by PCIHBV. For the avoidance of doubt, any manuals, drawings, specifications,
plan, diagrams, sketches, data and other technical information furnished to the CONTRACTOR
by PCIHBV or prepared or furnished by the CONTRACTOR pursuant to the SERVICE
AGREEMENT and/or in connection with the design and the WORK together with any and all
knowledge of the business and operations of PCIHBV which CONTRACTOR may acquire,
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shall be the sole property of PCIHBV and shall be considered CONFIDENTIAL

INFORMATION.
29.2 The CONTRACTOR shall not use, or cause to be used, any CONFIDENTIAL
INFORMATION for any purpose other than the performance of the WORK. As such
CONTRACTOR shall not, without the prior written consent of PCIHBV:-
a) reproduce, copy or use any CONFIDENTIAL INFORMATION, or
b) disclose to, place at the disposal of, or use on behalf of any third party, or enable any
third party to peruse, copy or use any CONFIDENTIAL INFORMATION.
29.3 The undertaking under this ARTICLE shall continue insofar and for so long as the
CONFIDENTIAL INFORMATION in question has not:
a) become part of public knowledge or literature through no fault of CONTRACTOR; or
b) been disclosed to CONTRACTOR by a third party (other than one disclosing on behalf
of PCIHBV) who could lawfully do so and did not derive such CONFIDENTIAL
INFORMATION from PCIHBV and is under no secrecy obligation with respect
thereto.
29.4 The undertakings under this ARTICLE shall not prevent the CONTRACTOR from using
CONFIDENTIAL INFORMATION which at the time of disclosure under the SERVICE
AGREEMENT was already in the possession of the CONTRACTOR under a binder of secrecy,
or disclosed under a secrecy obligation to CONTRACTOR by a third party as mentioned in this
ARTICLE, within the limitations of such obligation.
29.5 The copyright in any CONFIDENTIAL INFORMATION disclosed to the CONTRACTOR by

PCIHBV shall, in the absence of any express provision thereon, be vested in PCIHBV.
29.6 The CONTRACTOR undertakes and agrees to take precautions to safeguard all documents,
records, data notes and instructions which PCIHBV may supply to the CONTRACTOR in
relation to the WORK. The CONTRACTOR may, with the written approval of PCIHBV, make
copies of such documents, records, data, notes and instructions only to the extent that they are
necessary for effectively carrying out the WORK. On completion of the WORK, the
CONTRACTOR shall return all such documents and copies thereof to PCIHBV except that
CONTRACTOR may retain a copy of such documents for record purposes with PCIHBV’s
prior approval.
29.7 The CONTRACTOR shall procure similar undertakings from its SUBCONTRACTORS with
regard to PCIHBV’s CONFIDENTIAL INFORMATION.
29.8 The CONTRACTOR shall not, unless expressly allowed under the SERVICE AGREEMENT:
a) Film or photograph any part of the WORK at the WORKSITE without the prior written
approval of PCIHBV. PCIHBV reserves the right and CONTRACTOR agrees to allow
PCIHBV to vet scripts, synopses, all films, videos or photographs taken of the WORK
and expressly to review and censor any part thereof; or
b) Orally or in writing or in any other form make any public statement, advertisement in
newspapers or comment on any matter relating to the WORK without the prior written
approval of PCIHBV; or
c) Publish or cause to be published any article, book or other work which is based on
CONFIDENTIAL INFORMATION.
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29.9 The CONTRACTOR shall keep all process calculations, work analyses and other calculations
in a neat and legible manner. The CONTRACTOR shall not, without PCIHBV’s prior written
consent, retain and/or make copies of such information. If upon completion or termination of
this SERVICE AGREEMENT, the CONTRACTOR is in possession of any such information,
the CONTRACTOR shall forthwith return the same to PCIHBV.
29.10 PCIHBV may from time to time disclose to any GOVERNMENTAL body, agency or
department or any other fiscal, monetary, regulatory authority or agency (including but not
limited to the Ministry of Finance), their legal counsels and/or other professional advisers
information relating to the CONTRACTOR and/or this MASTER PRICE AND SERVICE
AGREEMENT as such authority may require whether or not such requirement has the force of
law.
29.11 The validity and effect of this ARTICLE 29 (CONFIDENTIALITY) shall survive the expiry
or earlier termination or discontinuation of this SERVICE AGREEMENT.
END OF ARTICLE 29
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ARTICLE 30
DISPUTE RESOLUTION
30.1 Any dispute, controversy or claim arising out of or in connection with this SERVICE
AGREEMENT, whether in delict, contract, under statute or otherwise, including any question
regarding its existence, validity, interpretation, breach or termination, shall be subject to
amicable negotiations between the Parties. If such negotiations fail to resolve the dispute within
thirty (30) days of such dispute arising, the dispute shall be finally and exclusively resolved by
arbitration under the London Court of International Arbitration (LCIA) Arbitration Rules as are
in force as at the date of this SERVICE AGREEMENT (the "Rules"), which Rules are deemed
to be incorporated by reference into this SERVICE AGREEMENT. The place of the arbitration
shall be the (DIAC) LCIA, London, England, United Kingdom, and the language of the
arbitration shall be the English Language.
30.2 The arbitral tribunal shall consist of three arbitrators, one selected by the claimant in the request
for arbitration, the second selected by the respondent within thirty [30] days of receipt of the
request for arbitration, and the third, who shall act as presiding arbitrator, selected by the two
Parties within thirty [30] days of the selection of the second arbitrator. If any arbitrators are not
selected within these time periods, such arbitrator(s) shall be appointed in accordance with the
Rules. If a vacancy arises, the vacancy shall be filled by the method by which that arbitrator
was originally appointed, provided, however, that, if a vacancy arises during or after the hearing
on the merits, the remaining two arbitrators may proceed with the arbitration and render an
award. The arbitrators shall be independent and impartial. Any challenge of an arbitrator shall
be decided by the LCIA.
30.3 The arbitral tribunal shall have the power to rule on its own jurisdiction, including any
objections with respect to the existence, validity or effectiveness of the SERVICE
AGREEMENT including this ARTICLE 30 (ARBITRATION). The arbitral tribunal may
make such ruling in a preliminary decision on jurisdiction or in an award on the merits, as it
considers appropriate in the circumstances. Both PCIHBV and the CONTRACTOR shall have
the right to present documentary evidence and witnesses and to cross examine witnesses.
30.4 Default by any Party shall not prevent the arbitral tribunal from proceeding to render an award.
The arbitral tribunal may make its decisions by a majority. In the event that no majority is
possible, the presiding arbitrator may make the decision(s) as if acting as a sole arbitrator. If the
arbitrator appointed by a Party fails or refuses to participate, the two other arbitrators may
proceed with the arbitration and render an award if they determine that the failure or refusal to
participate was unjustified. In arriving at their decision, the arbitrators shall consider the
pertinent facts and circumstances and be guided by the terms of this SERVICE AGREEMENT,
and, if a solution is not found in the terms of this SERVICE AGREEMENT, the arbitrators shall
apply the provisions of the law governing this SERVICE AGREEMENT as per ARTICLE
32.1 (GOVERNING LAW AND LANGUAGE), excluding its conflict of law rules.
30.5 Any award of the arbitral tribunal shall be final and binding on the Parties. The Parties undertake
to carry out any award without delay and shall be deemed to have waived their right to any form
of recourse insofar as such waiver can validly be made. Enforcement of any award may be
sought in any court of competent jurisdiction.
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30.6 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 the 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.
30.7 Notwithstanding the foregoing, both PCIHBV and the CONTRACTOR shall continue to
implement the SERVICE AGREEMENT pending settlement of any dispute hereunder and
reference to arbitration shall not be commenced until after completion of the WORK or
termination or discontinuation of the SERVICE AGREEMENT as the case may be.
END OF ARTICLE 30
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ARTICLE 31
INDEPENDENT CONTRACTOR
31.1 Notwithstanding any provision in this SERVICE AGREEMENT, the CONTRACTOR is an

independent contractor and neither the CONTRACTOR nor CONTRACTOR PERSONNEL,
nor the CONTRACTOR’s SUBCONTRACTORS or their employees, are or shall be
considered to be agents or employees of PCIHBV. The entire performance, operation,
management and control of CONTRACTOR PERSONNEL shall be under the exclusive
control and command of the CONTRACTOR. The CONTRACTOR's primary purpose shall
be to perform all acts necessary to execute the WORK consistent with safety and BEST
INDUSTRY PRACTICES.
31.2 It shall be the sole and exclusive duty of the CONTRACTOR to determine and ensure at all
times that the WORK can be safely continued or undertaken, and that CONTRACTOR
PERSONNEL are in all respects suitable to undertake any contemplated operation under the
then existing conditions.
31.3 The presence of and the inspection and supervision by the PCIHBV REPRESENTATIVE at
the WORKSITE shall not relieve the CONTRACTOR from its obligations and
responsibilities.
END OF ARTICLE 31
ARTICLE 32
GOVERNING LAW AND LANGUAGE
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32.1 The validity and interpretation of this SERVICE AGREEMENT and the legal relations of the
Parties to it shall be governed by and construed in accordance with the laws of England, to the
exclusion of any conflicts of laws rules which would refer the matter to any other jurisdiction.
For the avoidance of doubt, a person who is not a Party to this SERVICE AGREEMENT shall
have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of
this SERVICE AGREEMENT notwithstanding that any such term may purport to confer or
may confer or may be construed as conferring a benefit on such third party.
32.2 All documents produced by the CONTRACTOR in the performance of this SERVICE
AGREEMENT as well as all written communications between PCIHBV and the
CONTRACTOR shall be written in the English language which is hereby designated as the
governing language of the SERVICE AGREEMENT. The CONTRACTOR and PCIHBV
may use any language within their own organisations, except that all SUBCONTRACTS and
all written communications pertaining to them shall be in English. The CONTRACTOR shall
ensure that all key CONTRACTOR PERSONNEL shall be fluent in spoken and written
English. If required, a translation of this SERVICE AGREEMENT shall be made into the
Arabic language by the CONTRACTOR, and all costs and expenses in relation thereto shall
be borne by the CONTRACTOR. All correspondence, information, literature, data manuals
and other documents required under the CONTRACT shall be in the English Language. In the
event of inconsistency arising due to mistranslation or misinterpretation, the English
Language version shall prevail and CONTRACTOR shall ensure that all key personnel
assigned by CONTRACTOR to work in any location shall be fluent in spoken and written
English.
END OF ARTICLE 32
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ARTICLE 33
INTELLECTUAL PROPERTY RIGHTS
33.1 The CONTRACTOR shall be responsible for, and shall defend, indemnify and hold PCIHBV
harmless against any and all claims and proceedings that may arise by reason of any alleged or
actual infringement of any patent design, copyright, trademark or name or registered or
unregistered rights in respect of, or any operation of, any design, process, engineering,
equipment, materials, spare parts, supplies, software, products, systems, or methods, or part
thereof furnished or specified by the CONTRACTOR to PCIHBV under this SERVICE
AGREEMENT, or used for or in connection with the WORK or any of them, and from and
against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in
respect thereof or in relation thereto. The indemnities set forth herein 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 third party shall
promptly notify the indemnifying Party and shall have the right at its own expense to participate
in its own defence with attorneys of its own selection.
33.2 In the event of any claim or action brought against PCIHBV arising out of the matters referred
to in this ARTICLE hereof, the CONTRACTOR shall, at its own expense and if required by
PCIHBV, conduct all negotiations for the settlement of the same and any litigation that may
arise therefrom. PCIHBV will not, unless and until the CONTRACTOR shall have failed to
take over the conduct of the negotiations or litigation, make any admission which might be
prejudicial thereto. The conduct by the CONTRACTOR of such negotiations or litigation shall
be conditional upon the CONTRACTOR having first given to PCIHBV such reasonable
security as shall from time to time be required by PCIHBV to cover the amount ascertained, or
agreed or estimated as the case may be, of any compensation, damages, expenses or cost for
which PCIHBV may be held liable. PCIHBV shall, at the CONTRACTOR’S request, afford
all available assistance for the purpose of contesting any such claims or actions, and all
reasonable expenses incurred in so doing shall be repaid by the CONTRACTOR or shall be
recoverable as a debt from the CONTRACTOR.
33.3 The CONTRACTOR shall disclose promptly to PCIHBV all inventions, discoveries, and
improvements (whether patentable or not) conceived or made by CONTRACTOR
PERSONNEL, either alone or jointly with others, in the course of the WORK.
33.4 The CONTRACTOR agrees to reimburse PCIHBV for any royalties or other similar payments
that PCIHBV shall be obligated to pay by virtue of the use by the CONTRACTOR of any such
protected rights, unless such costs have been specifically agreed in writing to be borne by
PCIHBV. The CONTRACTOR shall obtain a patent indemnity, if obtainable, for any items
manufactured or supplied by others for the benefit of PCIHBV.
33.5 The CONTRACTOR shall ensure that all of its SUBCONTRACTS between the
CONTRACTOR and its SUBCONTRACTORS or suppliers contain a provision similar to this
ARTICLE.
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END OF ARTICLE 33
ARTICLE 34
ENTIRE AGREEMENT
This SERVICE AGREEMENT constitutes the entire agreement between the Parties hereto and
supersedes all prior negotiations, representations or agreements related to this SERVICE
AGREEMENT, either written or oral, including PCIHBV's bid documents and the CONTRACTOR’s
proposals except to the extent they are expressly incorporated into this SERVICE AGREEMENT. No
changes, alterations or modifications to this SERVICE AGREEMENT shall be effective unless made
in writing, and executed by the authorised signatories of PCIHBV and the CONTRACTOR.
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END OF ARTICLE 34
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ARTICLE 35
NON-EXCLUSIVE AGREEMENT
This SERVICE AGREEMENT is non-exclusive and PCIHBV reserves the right to engage other
contractors to perform similar or identical WORK at any time during the duration of this SERVICE
AGREEMENT. The CONTRACTOR shall afford such other contractors adequate opportunity to carry
out their contracts and shall accomplish the WORK in co-operation with those contractors and with
PCIHBV. In the event that the CONTRACTOR is unable to carry out the WORK for any reason other
than Force Majeure, PCIHBV shall have the right to engage other contractors to complete the WORK
and CONTRACTOR shall be liable for PCIHBV’s cost to engage the other contractor(s).
END OF ARTICLE 35
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ARTICLE 36
LIMITATION OF LIABILITY
Neither PCIHBV nor the CONTRACTOR shall be liable to the other (or anyone for whom the other
may be acting) for special, indirect or consequential and/or contingent loss or damage (and such loss or
damage shall include without limitation loss of use or profit, loss of revenue, loss of product, economic
loss, delay in operations, loss of contracts, loss of business or loss of mineral reservoirs) whether or not
the same are foreseeable and whether arising out of breach of contract, tort, statutory duty or otherwise.
END OF ARTICLE 36
ARTICLE 37
SURVIVAL
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Notwithstanding anything to the contrary written in this SERVICE AGREEMENT, the liabilities and
obligations of PCIHBV and the CONTRACTOR under this SERVICE AGREEMENT arising prior to
the termination or completion of this SERVICE AGREEMENT shall survive the termination or
completion of this SERVICE AGREEMENT.
END OF ARTICLE 37
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ARTICLE 38
NOTICES
38.1 Unless specified otherwise, all notices required herein shall be in writing and shall be deemed
to have been properly given or made if sent to the respective Party at the address indicated
below or at such other address as may from time to time be designated in writing to the other
Party:
PETRONAS Carigali Iraq Holding B.V. :

NAME : [●]
ADDRESS : [●]
ATTENTION : [●]
TELEPHONE : [●]
TELEFAX : [●]
CONTRACTOR:
NAME : [●]
ADDRESS : [●]
ATTENTION : [●]
TELEPHONE : [●]
TELEFAX : [●]
38.2 Notice shall be deemed to have been received:

If delivered by hand - At time of delivery to either Party
If sent by telex/fax - At time of transmission
If sent by registered mail - At time of receipt or record of delivery
38.3 If the time of such deemed receipt 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.
38.4 The CONTRACTOR shall notify PCIHBV an address where written notices and instructions
of PCIHBV under this SERVICE AGREEMENT may be served upon it and shall inform
PCIHBV of any change in its address. In the event of CONTRACTOR failing to notify
PCIHBV of such an address or any change in its address, such written notices and instructions
shall be deemed to have been served upon CONTRACTOR if they are sent to it by registered
post to the address stated in this SERVICE AGREEMENT within one (1) day of posting, or
if they are left at its office on the WORKSITE and an acknowledgement receipt thereof is
obtained from or on behalf of CONTRACTOR, or, if sent by facsimile, when transmitted,
provided that a copy is sent by post. For the purposes of this SERVICE AGREEMENT, oral
communication and emails shall not constitute notice under this ARTICLE.
38.5 All invoices for payment shall be directed to the address as given in ARTICLE 5
(INVOICING AND PAYMENTS).
END OF ARTICLE 38
ARTICLE 39
TRANSFER OF TITLE AND RISK OF LOSS
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39.1 Except for any goods or materials leased or rented, all goods or materials including but not
limited to all raw data, field logs, documents, reports, drawings and calculations covered by
this SERVICE AGREEMENT in respect of the WORK 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 WORK be the sole and unencumbered property of
PCIHBV.
39.2 The CONTRACTOR hereby waives any liens or claims, which it might have at any time on
or against any goods or materials, raw data, field logs, documents, reports, drawings and
calculations, which is to be incorporated into the WORK.
END OF ARTICLE 39
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ARTICLE 40
TRAINING
40.1 The CONTRACTOR shall, if requested by PCIHBV and where training forms part of the
WORK, provide on-the-job training for PCIHBV’s personnel in respect of the WORK.
40.2 If the CONTRACTOR appoints foreign professionals, the CONTRACTOR shall endeavour
to ensure that PCIHBV’s employees are trained or exposed to the expertise of such foreign
professionals pursuant to a programme for technology transfer.
END OF ARTICLE 40
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ARTICLE 41
WAIVERS
41.1 A waiver on the part of PCIHBV of any terms, provisions or conditions of this SERVICE
AGREEMENT shall not constitute a precedent nor bind either Party to a waiver of any
succeeding breach of the same or any other terms, provisions or conditions of the SERVICE
AGREEMENT. No waiver of any terms, provisions or conditions of the SERVICE
AGREEMENT shall be claimed by either Party unless the same is put in writing and signed
by the other Party.
41.2 Any waiver of any of the rights of PCIHBV under this SERVICE AGREEMENT shall not be
valid unless it is made in writing and signed by the Managing Director / Chief Executive
Officer of PCIHBV or any officer specifically authorized by him.
41.3 Any failure by PCIHBV to exercise or enforce any rights, remedy or provision contained in
this SERVICE AGREEMENT, at any time or for any period of time shall not constitute a
waiver of such right, remedy or provisions.
END OF ARTICLE 41
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ARTICLE 42
SEVERABILITY
The validity of remaining articles, clauses, sections, provisions, terms and parts of this SERVICE
AGREEMENT shall not be affected by a court, administrative board or other proceeding of competent
jurisdiction deciding that a clause, section, provision, term or part of this SERVICE AGREEMENT is
illegal, unenforceable, in conflict with any law or contrary to public policy. In such instance, such
clause, section, provision, term or part of this SERVICE AGREEMENT shall be severed from the
SERVICE AGREEMENT without detriment to the unaffected parts of the SERVICE AGREEMENT,
which shall for the avoidance of doubt remain in full force and effect, and the Parties hereto agree to
make such amendments to the SERVICE AGREEMENT as may be necessary, advisable or desirable.
END OF ARTICLE 42
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TESTIMONIUM
This SERVICE AGREEMENT shall inure to the benefit of and be binding upon the legal
representatives and successors of the Parties hereto.
IN WITNESS WHEREOF, the Parties have caused this SERVICE AGREEMENT to be executed in
two (2) duplicate originals in their respective corporate names by their respective officers, thereunder
duly authorised, as of the date and year first above written.
For and on behalf of For and on behalf of

PETRONAS Carigali Iraq Holding B.V. [●]
_____________________________ _____________________
Signature Signature
Name : Name :
Designation : Designation :
WITNESS WITNESS
_____________________________ _____________________
Signature Signature
Name : Name :
Designation : Designation :
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Service Agreement

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SERVICE AGREEMENT FOR PROVISION

OF SAFETY AND HEALTH OFFICER FOR

SERVICE AGREEMENT NO.: PCIHBV/2019/HSE/2286

PETRONAS CARIGALI IRAQ HOLDING B.V

EXHIBIT I SCOPE OF WORK

SERVICE AGREEMENT FORM Articles 1 to 42 inclusive

EXHIBIT I SCOPE OF WORK

omissions, contradictions or ambiguities in the SERVICE AGREEMENT shall be deemed to

"CHANGE ORDER PROPOSAL" shall mean the proposal submitted by the

"CONFIDENTIAL INFORMATION" shall mean any knowledge and information, whether

"CONTRACTOR PERSONNEL" shall mean all personnel provided by CONTRACTOR as

"CONTRACTOR REPRESENTATIVE" shall mean the CONTRACTOR’s appointed

"CONTRACTOR SERVICE AGREEMENT ADMINISTRATOR" shall mean the

“GARRAF CONTRACT AREA” means the area as stipulated in ITEM 1 of EXHIBIT I -

“NEGLIGENCE” means any action or omission to do something, which a prudent and

"PCIHBV SERVICE AGREEMENT ADMINISTRATOR" shall mean PCIHBV’s

"PCIHBV REPRESENTATIVE" shall mean the PCIHBV appointed representative whose

“PERFORMANCE GUARANTEE” shall mean the guarantee as to performance issued by

“RELEASE ORDER” shall mean a document to be issued by PCIHBV according to the

“STANDBY LETTER OF CREDIT” or “SBLC” means the approved, unconditional and

2.5 Wherever in the SERVICE AGREEMENT provision is made for a communication to be

2.9 Whenever in this SERVICE AGREEMENT it is provided that an amount is to be added to or

PETRONAS Carigali Iraq Holding B.V.

5.16 All payments to the CONTRACTOR shall be made to:-

The SBLC shall be binding on the CONTRACTOR notwithstanding any variations,

(b) where applicable, a PERFORMANCE GUARANTEE issued by the CONTRACTOR’s

6.4 If the SBLC and/or the PERFORMANCE GUARANTEE to be furnished pursuant to

AGREEMENT by notice in writing to the CONTRACTOR pursuant to ARTICLE 19

9.1 Personnel of CONTRACTOR

9.2 Personnel of PCIHBV

9.3 CONTRACTOR’s Equipment and Property

Save as otherwise expressly provided in this SERVICE AGREEMENT, the CONTRACTOR

9.4 PCIHBV’s Equipment and Property

Save as otherwise expressly provided in this SERVICE AGREEMENT, PCIHBV shall

9.5 Third Party

9.11 Where the CONTRACTOR is a consortium or unincorporated joint venture comprising of

(a) Workmen's Compensation or similar statutory social insurance and/or Employer's

11.6 CONTRACTOR PERSONNEL

requirements of the SERVICE AGREEMENT and PCIHBV’s instructions. If in

11.6.2 The CONTRACTOR represents and warrants that all CONTRACTOR

11.6.3 The CONTRACTOR shall ensure that the necessary CONTRACTOR

11.6.4 The CONTRACTOR shall instruct all CONTRACTOR PERSONNEL to perform

11.6.5 Payment of Wages

CONTRACTOR or its SUBCONTRACTORS (including "labour only"

11.6.9 Replacement of CONTRACTOR PERSONNEL

extension of time or expense whatsoever incurred by the CONTRACTOR in

11.6.10 Language Requirement

The CONTRACTOR shall ensure that all CONTRACTOR PERSONNEL provided

11.6.11 Personnel Policies

The CONTRACTOR shall observe and give effect to the following:

i. All CONTRACTOR PERSONNEL, irrespective of whether they are local or

ii. The CONTRACTOR shall not recruit PCIHBV personnel; and

11.7 CONTRACTOR’s Responsibility to Inform Itself and PCIHBV

11.7.7 The CONTRACTOR’s failure to notify PCIHBV of deficiencies, omissions,

12.1 PCIHBV’s Instructions

(a) CHANGE ORDERS;

ACTIONS ON BEHALF OF PCIHBV

The following PCIHBV SERVICE AGREEMENT ADMINISTRATOR and PCIHBV

14.1 PCIHBV SERVICE AGREEMENT ADMINISTRATOR

The PCIHBV SERVICE AGREEMENT ADMINISTRATOR is the person who shall be

14.2 PCIHBV REPRESENTATIVE

PCIHBV shall maintain a representative (“PCIHBV REPRESENTATIVE”) at the

The PCIHBV REPRESENTATIVE shall consult with the CONTRACTOR