55 Russell Street, Reading, Berkshire, RG1 7XG

26 July 2019

TO :
BID COMMITTEE - DEPT. SUPPLY CHAIN MANAGEMENT ( SCM )
PT. PERTAMINA EP
MENARA STANDARD CHARTERED, Jl. PROF. DR. SATRIO NO. 164
JAKARTA 12950 – INDONESIA,

Subject: Support on “ Penyediaan Jasa Sistim Perangkat Lunak Simulasi Pemantauan

Pencegahan Bahaya dan Optimalisasi Sumur Pemboran Secara Real Time Lengkap
Dengan Tenaga Kerja untuk Sumur – Sumur Pemboran Ekplorasi PT. Pertamina EP
selama 2 ( Dua ) Tahun “ or Prequalification Ref. No. EP 02 - 191292A - P12

Dear Sir:

I am writing to offer our full support to PT. ANDALAS PETROLUEM SERVICES for its intent
to participate in the subject tender and its associated procces tender shown on the
subject line.

SAFEKICK is a world independent technical service company offering Drilling Simulation

& Modelling Software related supports to the worldwide petroleum industry. Our
capabilities are housed under one roof in London, United Kingdom.

Should you have further questions or need further information, please do not hesitate to
contact us at the address on this letter head.

Sincerely yours,

Helio Santos,
President Director

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This agreement (hereinafter referred to as “Agreement”) made on this 27h day of the month of January
2017 (the “Effective Date”) is made and entered into by and between

SAFEKICK LIMITED, a company registered, incorporated and existing under the laws of England with
its registered office at 55 Russell Street, Reading, Berkshire, RG1 7XG and register number 07020062
(“SafeKick”)

AND

PT. ANDALAS PETROLEUM SERVICES, a company registered, incorporated and existing under the
laws of Republic Indonesia, with its registered office at Golden Plaza Blok H-2 Jl. RS. Fatmawati No.
15 South Jakarta 12420 ( “ Exclusive Agency / Distributor ”)

Each a “Party”, collectively “the Parties”

WHEREBY IT IS AGREED AS FOLLOWS :

1. Interpretation

1.1 The headings in this Agreement do not affect its interpretation.

1.2 Unless the context otherwise requires:

(a) references to SafeKick and Distributor include their permitted successors and assigns;

(b) references to statutory provisions include those statutory provisions as amended or re-enacted;

(c) references to any gender include all genders, and

(d) reference in this Agreement to any article or annex is to an article or annex to the Agreement.

1.3 Words in the singular include the plural and in the plural include the singular

1.4 The Agreement shall consist of the following documents binding on both Parties and each
document shall prevail over the others with the order set below:

- The present Distribution Agreement;

- Annex 1 – Price Schedule – to be provided at a later stage and updated by SafeKick when
conditions change;
- Annex 2 – SafeKick’s Terms and Conditions for the Provision of Licenses, Rentals and
Services ;
- Annex 4 – SafeKick’s Business Principles and Anti-corruption Policies.

1.5 Unless otherwise specified in this Agreement, all capitalized terms shall have the same meaning
as set forth in SafeKick’s Terms and Conditions for the Provision of Licenses, Rentals and Services.

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2. Scope of Appointment

2.1 SafeKick hereby appoints Exclusive Agency / Distributor to be its sole distributor in Indonesia
(hereinafter called “Territory”) for the promotion, marketing and sale of any product or service developed
by SafeKick and its affiliates and subsidiaries (hereinafter called ”Products and Services”) subject to
the terms and conditions of this Agreement.

2.2 This Agreement shall be deemed to have commenced on the Effective Date and shall remain in
force until terminated according to Article 14 below (“Term”).

2.3 The relationship between SafeKick and Exclusive Agency / Distributor shall at all time be that of
supplier and distributor. Under no circumstances shall Exclusive Agency / Distributor be considered as
a representative of SafeKick. Exclusive Agency / Distributor shall have no right or authority to act for,
on behalf of, or in the name of SafeKick, or to enter into any contractual obligations or make any
representation in the name of or on behalf of SafeKick. Nothing in this Agreement shall be deemed to
constitute a joint venture or a partnership in law.

3. General Limits and Obligations of Exclusive Agency / Distributor

3.1 Exclusive Agency / Distributor shall use its best efforts to sell and promote the Products and
Services in the Territory, in accordance with the terms of this Agreement, including: (i) attendance by
Exclusive Agency / Distributor at trade shows at which Exclusive Agency / Distributor shall promote the
Products and Services, (ii) listing the Products and Services in Exclusive Agency / Distributor's product
lists and Exclusive Agency / Distributor's other marketing information, (iii) advertising the Products and
Services in trade journals, magazines, and other appropriate publications, and (iv) at SafeKick’s
request, translating and distributing SafeKick’s press releases and other publicity and sales materials.

3.2 Exclusive Agency / Distributor shall also:

(a) Protect patents, copyrights, trademarks, and other proprietary rights of SafeKick in the Products and
Services.

(b) Comply with all applicable foreign (including, without limitation, the U.S Export Administration Act),
federal, state, and local laws and ordinances in performing its duties under this Agreement and in any
of its dealings with SafeKick or the Products and Services.

(c) Honour all warranty and support policies established by SafeKick from time to time relating to the
Products and Services.

(d) Require each end user of the Products and Services sold through Distributor to comply with
SafeKick’s Terms and Conditions for the Provision of Licenses, Rentals and Services as applicable.

(e) Acknowledge and comply with SafeKick’s Business Principles and Anti-corruption Policies (Annex
3), specially with its procedures for monitoring and reporting compliance.

(f) Strictly comply with all terms and conditions related to price and resale of the Products and Services
contained in this Agreement, especially with articles 6.3 and 6.5.

3.3 Exclusive Agency / Distributor is specifically prohibited the sale and promotion of the Products and
Services either directly or indirectly outside the Territory without prior written consent from SafeKick.

3.4 Nothing herein shall be construed as giving the Exclusive Agency / Distributor any rights or authority
whatsoever to act on behalf of or to obligate SafeKick.

3.5 Exclusive Agency / Distributor shall with due diligence keep SafeKick informed about its activity, the
market conditions and the state of competition. Exclusive Agency / Distributor shall provide SafeKick
with all the necessary information available to it concerning the laws and regulations within the Territory

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that shall apply to SafeKick’s Products and Services.

3.6 Neither Exclusive Agency / Distributor nor Exclusive Agency / Distributor's customers may modify,
change, or alter any of SafeKick’s products.

3.7 In performing its activities, Exclusive Agency / Distributor shall act dutifully and in good faith.

4. General Limits and Obligations of SafeKick

4.1 SafeKick shall offer its Products and Services to Exclusive Agency / Distributor according to the
prices and terms of payment provided for in this Agreement, including Annex 1.

4.2 As a condition to this Agreement, SafeKick shall not appoint any other Exclusive Agency / Distributor
for the promotion and sale of its Products and Services in the Territory. Nothing herein prevents
SafeKick from providing its Products and Services in the Territory directly to companies based outside
the Territory in case SafeKick has entered into contracts with such companies for the provision of its
Products and Services outside the Territory.

4.3 SafeKick shall also:

(a) Provide reasonable technical and service advice and consultation to Exclusive Agency / Distributor
as Exclusive Agency / Distributor reasonably requests as well as technical and service advice or
consultation or other support of any kind to Exclusive Agency / Distributor’s customers all in accordance
with the related orders and Price Schedules under Annex 1.

(b) Give thirty (30) days prior written notice to Exclusive Agency / Distributor of any changes in the
prices stated in Annex 1.

4.4 SafeKick reserves the right to improve or modify the Products and Services without prior notice but
shall notify Exclusive Agency / Distributor of any modifications which affect the form or function of the
Products and Services or any permissions consents or licenses obtained by Exclusive Agency /
Distributor. Exclusive Agency / Distributor shall in such circumstances have the right to vary or cancel
any orders placed for the Products and Services prior to the receipt of such notification.

4.5 SafeKick may, from time to time, as SafeKick determines, make available to Exclusive Agency /
Distributor marketing and advertising materials, exhibitions, sales aids, and marketing assistance.
SafeKick may charge for some or all of these materials or services. Exclusive Agency / Distributor
consents to the listing of its business name, address, and phone number in any of SafeKick’s advertising
or product literature, as determined by SafeKick in its sole discretion.

4.6 In its relation with Distributor, SafeKick must act dutifully and in good faith.

5. Intellectual Property Rights

5.1 Exclusive Agency / Distributor will immediately bring to the attention of SafeKick any improper or
wrongful use of SafeKick’s patents, trademarks, emblems, designs, models or other similar industrial
or commercial patented or proprietary rights which come to Exclusive Agency / Distributor’s notice.

5.2 Nothing in this Agreement gives either Party any interest or right in the intellectual property of the
other Party.

5.3 SafeKick will supply to Exclusive Agency / Distributor Products bearing trademarks used by
SafeKick. Exclusive Agency / Distributor is granted the right to use these trademarks on the Products
or in advertising, but only where such advertising directly refers to the Products or states the fact that

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Exclusive Agency / Distributor is a Exclusive Agency / Distributor for such Products on behalf of
SafeKick. Such advertising must reference these trademarks as proprietary to SafeKick. Exclusive
Agency / Distributor shall not remove, alter, or otherwise modify any identification marks or trademarks
affixed by SafeKick to Products.

5.4 The Parties shall use each other’s trademarks, trade names or any other symbols for the purpose
of identification and advertising within the scope of this Agreement. The Parties agree neither to register,
nor the have registered, any of each others’ trademarks, trade names or symbols (or which are
confusingly similar to the each others'), in the Territory or elsewhere.

5.5 Exclusive Agency / Distributor shall promptly advise SafeKick concerning any revisions, if any, which
should be made to its Terms and Conditions for the Provision of Licenses, Rentals and Services to
assure (i) that it complies with the requirements of local law in the Territory and (ii) that it provides
SafeKick with suitable protections concerning proprietary rights, warranty disclaimers, and limitations
of liability under such local law.

6. Orders and Prices

6.1 From time to time, during the Term of this Agreement, Exclusive Agency / Distributor may place
orders for the provision of Products and Services and SafeKick shall revert within reasonable time on
the acceptance of such orders. Each order shall correspond to an individual contract between SafeKick
and Exclusive Agency / Distributor in accordance with the terms and conditions of this Agreement.

6.2 Exclusive Agency / Distributor shall pay for the Products and Services according to the prices and
in the currency set forth by SafeKick in the Price Schedule - Annex 1, as amended from time to time.

6.3 The prices and terms and conditions stated in this Agreement shall apply to orders for Products and
Services by Exclusive Agency / Distributor regardless of the provisions of Exclusive Agency /
Distributor 's own contracts, invoices, purchase orders or other business forms.

6.4 SafeKick may, upon agreement with Exclusive Agency / Distributor, increase or decrease prices set
out in the Price Schedule (Annex 1) for the Products and Services.

6.5 Audit. SafeKick shall be granted access to all Exclusive Agency / Distributor’s accounts related to
the resale of the Products and Services in order to guarantee compliance with article 6.3 above. Upon
SafeKick’s request, Exclusive Agency / Distributor shall allow SafeKick or its designees to audit all
documents related to the sale by Exclusive Agency / Distributor of Products and Services.

7. Warranties

7.1 The warranties and the remedies set forth in SafeKick’s Terms and Conditions for the Provision of
Licenses, Rentals and Services (Annex 2) are exclusive and in lieu of all other warranties, oral or written,
express or implied. Except as set forth in this Article 7, SafeKick makes no warranties, either express
or implied, regarding any of the Products and Services, including, but not limited to, the implied
warranties of merchantability and for a particular purpose. In no event shall SafeKick’s liability for
damages exceed the price paid by Exclusive Agency / Distributor for the Products or Services which
gives rise to a claim.

7.2 Exclusive Agency / Distributor shall make no representations and warranties to any of its customers
with respect to any of the Products and Services except for those expressly made by SafeKick and
included in Annex 2 or in any promotional literature provided by SafeKick to Exclusive Agency /
Distributor. Exclusive Agency / Distributor shall indemnify and hold SafeKick harmless from all liabilities,
damages, losses and expenses, including reasonable attorney fees and court costs, arising out of
Exclusive Agency / Distributor's failure to comply with its obligations under this Section 7.

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8. Force Majeure

If either Party is unable by reason of Force Majeure to carry out any of its obligations under this
Agreement, other than the obligations to pay money when due and indemnification obligations assumed
hereunder, then on such Party giving notice and particulars in writing to the other Party within a
reasonable time after the occurrence of the cause relied upon, such obligations shall be suspended.
Exclusive Agency / Distributor shall be bound to accept any delayed shipment or delivery made within
a reasonable time.

9. Assignment

Neither this Agreement nor any rights or obligations of Exclusive Agency / Distributor hereunder shall
be assignable or transferable by Distributor to any third party, in whole or in part, by operation of law or
otherwise, without the prior written consent of SafeKick.

10. Non-competition

10.1 Exclusive Agency / Distributor shall not, without the written consent of SafeKick, sell, manufacture,
represent, distribute, market or promote any products or services that compete with SafeKick’s Products
and Services. Upon the occurrence of any such event, this Agreement shall automatically terminate
without prejudice upon immediate notice.

10.2 This undertaking shall remain valid for a period of two (2) years after the termination of this
Agreement.

11. Non-solicitation

Exclusive Agency / Distributor acknowledges that the employees of SafeKick are valuable assets and
that the loss of SafeKick employees would cause it great harm, the amount of which would be difficult
to determine. Therefore, during the Term of this Agreement and for a period of two (2) years thereafter,
Exclusive Agency / Distributor shall not, either alone or in concert with others, directly or indirectly,
solicit, entice, induce or encourage any employee(s) to leave the employment of SafeKick or any of its
Affiliated Companies. In the event of a breach of this provision, Exclusive Agency / Distributor agrees
to pay SafeKick as liquidated damages an amount equal to that employee’s compensation by SafeKick
for the most recent twelve (12) months of his or her employment by SafeKick.

12. Infringement

12.1 SafeKick agrees to defend or settle at its option any action at law against Exclusive Agency /
Distributor arising from a claim that a permitted use of the Products and Services under this Agreement
infringes any patent, copyright, trademark or other intellectual property right, provided SafeKick has
control of such defence or settlement negotiations and Exclusive Agency / Distributor gives SafeKick
prompt notice of any such claim and provide reasonable assistance in its defence. In the event of such
a claim of infringement, SafeKick, at its option, may provide Exclusive Agency / Distributor with
substitute products reasonably satisfactory to Exclusive Agency / Distributor to replace those products
then in Exclusive Agency / Distributor's inventory or then on order by Exclusive Agency / Distributor.
SafeKick will not be liable under this paragraph if the infringement arises (i) out of SafeKick’s compliance
with Exclusive Agency / Distributor's written instructions for the marketing, labelling, design or
packaging of products or (ii) out of Exclusive Agency / Distributor's activities after SafeKick has notified
Exclusive Agency / Distributor that SafeKick believes in good faith that Exclusive Agency / Distributor's
activities will result in such infringement. SafeKick’s liability to Exclusive Agency / Distributor under this
paragraph shall be limited to the price paid to SafeKick by Exclusive Agency / Distributor for the copy
of the product which gives rise to the claim. The foregoing states the entire liability of SafeKick with
respect to infringement of patents, copyrights, trademarks or other intellectual property rights. The
provisions of this paragraph shall survive and continue after any expiration or termination of this
Agreement.

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12.2 Exclusive Agency / Distributor shall indemnify and hold harmless SafeKick from any claims,
damages, suits or liabilities arising out of acts or omissions of Distributor, its employees or customers
including any failure to perform any of Exclusive Agency / Distributor’s commitments under this
Agreement and any action by the Exclusive Agency / Distributor without the approval of SafeKick.

13. Confidential Information

13.1 Both Parties understand and acknowledge that, by virtue of the present Agreement, they may both
receive or become aware of information belonging or relating to the other Party, its business, business
plans, affairs or activities, which is confidential and proprietary to the other Party and/or its suppliers
and/or customers and in respect of which they are bound by a strict duty of confidence. As used in this
Agreement, the term “Confidential Information” means (a) proprietary information of a Party; (b)
information marked or designated by a Party as confidential, trade secret or proprietary information; (c)
information, whether or not in written form and whether or not designated as confidential which a Party
has reason to know should be treated as confidential, trade secret or proprietary information; and (d)
information provided to a Party by third parties which that Party is obligated to keep confidential.
Confidential Information includes, but is not limited to, any and all discoveries, ideas, designs, drawings,
sketches, specifications, engineering data, calculations, techniques, models, samples, chemical
formulations, formulae, data, data sheets, software, software source codes, machines, materials,
programs, reports, records, documentation, processes, know-how, business information, customer lists,
suppliers and prospects, marketing plans, production and manufacturing data, research data, trade
secrets and contractual, financial and technical information. Confidential Information includes any copy,
abstract, extract, sample, note or module thereof.

13.2 In consideration of such Confidential Information being disclosed or otherwise made available to
either Party for the purposes of the performance of this Agreement, both Parties hereby undertake that,
unless otherwise agreed in writing with the disclosing Party, they will not at any time, either before or
after the termination of the present Agreement, and either directly or indirectly, disclose, divulge or make
unauthorized use of any Confidential Information, except to the extent to which such Confidential
Information:

(a) Is publicly known at the time of its disclosure or is being made available to them.

(b) After such disclosure or being made available to them, becomes publicly known otherwise than
through a breach of this undertaking.

(c) Is required by law, regulation or order of a competent authority (including any regulatory or
governmental body or securities exchange) to be disclosed by one of the Parties, provided that, where
practicable, the other party is given reasonable advance notice of the intended disclosure.

13.3 Upon the earlier of a request from the other Party or the termination of this Agreement, each Party
shall return to the other all documents or records in any medium or format containing any Confidential
Information which are in its possession or control and will not retain any copies of them.

13.4 This undertaking and the obligations contained herein will continue without limit of period.

14. Termination

14.1 Either Party shall have the right to terminate this Agreement at will upon providing thirty (30) days
notice in writing for any reason.

14.2 Either Party may terminate this Agreement without prejudice upon immediate notice if the other
Party commits a breach of an essential term of this Agreement. Essential term includes any breach of
Intellectual Property Rights, Payment, Non-competition, Confidentiality and any other term and
condition which by its nature is of fundamental importance to either Party and if not included that Party
would not have entered this Agreement.

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14.3 Notwithstanding any other provisions for termination of this Agreement, Exclusive Agency /
Distributor specifically understands and agrees the Agreement shall continue only in the event that
Exclusive Agency / Distributor meets the specific terms and conditions set forth in this Agreement.

14.4 In any case, in the event of a notice of termination being served, both Parties shall be bound to
honour their obligations one to the other as per this Agreement in respect to those contracts in hand at
the time of notice being served. In case upon notice of termination Exclusive Agency / Distributor is
engaged in negotiations for the supply of SafeKick’s Products and Services, SafeKick shall only be
required to supply Exclusive Agency / Distributor with such Products and Services if, prior to such notice
of termination, Exclusive Agency / Distributor has sent an offer for the supply of such Products and
Services. No termination payment will be due to Exclusive Agency / Distributor either in the form of
compensation or indemnity basis.

15. Choice of Law

Any and all matters in dispute between the Parties to this Agreement, whether arising from or relating
to the Agreement itself, or arising from alleged extra-contractual facts prior to, during, or subsequent to
the Agreement, including, without limitation, fraud, misrepresentation, negligence or any other alleged
tort or violation of the Agreement, shall be governed by, construed, and enforced in accordance with
the laws of England and Wales, regardless of the legal theory upon which such matter is asserted, and
without regard to its conflicts of laws rules. The Commercial Agents (Council Directive) Regulations
1993 will not apply.

16. Jurisdiction

Any disputes arising out of or in connection to this Agreement, including any disputes as to its existence,
validity and termination shall be submitted to the exclusive jurisdiction of the Courts of England, unless
the Parties hereto agree to arbitrate such dispute at a mutually agreeable location.

17. Notices
Any notice or other communications required or permitted under this contract shall be in writing (which
may include email).
18. Entire Agreement
This Agreement comprises the whole agreement between Exclusive Agency / Distributor and SafeKick
and it supersedes any previous agreement or understanding relating to its subject matter.
19. This Agreement may not be varied or amended except by an agreement of the Parties in writing.

20. Severability
If any provision of this contract is held by any court or other competent authority to be invalid or
unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions
and the remainder of the affected provision, unless it can be concluded from the circumstances that, in
the absence of the provision found to be null and void, the Parties would not have concluded this
Agreement. The Parties shall use all reasonable efforts to replace all provisions found to be null and
void by provisions that are valid under the applicable law and come closest to their original intention.
21. Waiver
Performance of any obligation required of a Party under the Agreement may be waived only by a written
waiver signed by the other Party, which waiver shall be effective only with respect to the specific
obligation described therein. A failure or delay in enforcing an obligation under the Agreement, or
exercising a right or remedy, does not amount to a waiver of that obligation, right or remedy by either
Party. Nonetheless, a waiver of a breach of a term does not amount to a waiver of a breach of any other
term in the Agreement. Additionally, a waiver of a particular obligation in one circumstance will not
prevent a Party from subsequently requiring compliance with the obligation on other occasions. Parties
intentionally exclude the doctrine of affirmation of contract by election through this article.

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22. This Agreement shall be executed by SafeKick or Exclusive Agency / Distributor in duplicate and
returned to SafeKick or Distributor for its execution.

SAFEKICK LIMITED

Date : 27 January 2017

Signed :

Helio Santos
President Director

PT. ANDALAS PETROLEUM SERVICES

Date : 01 February _2017
Signed :

Muhammad Hafni
President Director

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