General Conditions for Information Technology Contracts

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (RevMarch 2011)TABLE OF CONTENTS1 Definitions2 Language and Interpretation3 Entire Agreement4 Waiver5 Inspection6 Extent of Contract7 Documents Mutually Explanatory8 Independent Contractor9 Assignment10 Subcontracting11 Superintendent and Superintendent's Representative12 Drawings and Specification13 Material Supplied by Contractor14 Material Supplied by Company15 Property in Material and Equipment16 Contractor’s Representative17 Contractor’s Personnel18 The Site19 Supply of Equipment and Vehicles20 Safeguarding Existing Facilities21 Inspection and Testing22 Warranties23 Health, Safety and Environment24 Identification and Passes25 Indemnities26 Insurance27 Taxes28 Consequential Losses29 Applicability of State Laws30 Transportation and Carriage Priorities31 Date For Commencement and Familiarisation32 Working Hours33 Programme of Work and Reporting34 Software License, Compatibility and Documentation35 Acceptance Criteria36 Variations37 Contract Price38 Method of Payment39 Intellectual Property Rights40 Confidentiality41 Contractor’s Default42 Optional Termination43 Early Completion of Contract44 Force Majeure45 Liquidated Damages46 Time Limitation on Claims, Delay and Extension of Time47 Performance Bond48 Disclaimer and Closure of Accounts49 Audit50 Continuance of the Services51 Severability52 Notices53 Governing LawMarch 2011

KUWAIT OIL COMPANY (K.S.C.)(Register of Commerce No. 21835)GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS1. DEFINITIONSThe following expressions shall, unless the context otherwise requires or is otherwise defined,have the meanings hereby assigned to them:1.1 “Acceptance Criteria” means the criteria for testing and commissioning the System or theServices as detailed in the Contract, and as further developed by the Parties pursuant to clause 35of these General Conditions of Contract.1.2 “Adjustment Order” means a written adjustment to the Contract pursuant to an instructionissued by the Superintendent to the Contractor to execute a Variation.1.3 Certificates:1.3.1 “Certificate of Completion Stage (…)” means the certificate issued by theSuperintendent stating that the Contractor has completed such Stage of the Servicesas applicable and as further detailed in clause 21.6.1.3.2 “Final Acceptance Certificate” means the certificate issued by the Superintendent oncompletion of the Contract.1.3.3 “System Installation Certificate” means the certificate issued to the Contractor whenthe acceptance tests and commissioning of the System is satisfactorily completed inaccordance with clause 35, and the Contractor has complied with its other obligations theperformance of which is required prior to the issuance of such certificate.1.3.4 “Takeover Certificate” has the meaning ascribed to it in clause 31.5.1.4 “Confidential Information" means, any information of a confidential or business-sensitivenature (not necessarily stamped as confidential) acquired by the Contractor relating to theCompany and/or any Services, which information is the property of or obtained on behalf of(a) the Company or (b) a regulatory authority or third party with which the Company hasentered into a duty of confidentiality regarding such information.1.5 “Contract” means the aggregate of all the documents specified in the Memorandum ofAgreement.1.6 “Contractor” means the person or persons, firm or company named in the Memorandum ofAgreement and includes the Contractor’s Representatives, successors and permittedassignees.1.7 “Contractor’s Representative” means the Contractor’s employee nominated by theContractor, who shall represent the Contractor and act on its behalf and as further described inclause 16.1.8 “Contract Specification” means the document titled as such and forming part of the ContractMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 2 of 521.9 “Customisation” means the changes or modifications made to the code of the software to meetthe Company requirements.1.10 “Date for Commencement” means the date specified in writing by the Superintendent for thestart of the Services and as further described in clause 31.1.11 “Defect” means any defect in the Services, omissions, imperfection, other fault, deficiency ordamage to, in or affecting the Services or any part thereof, including any element of thedesign, engineering, procurement, construction, installation or any element of workmanshipor any element of material, design document, Contractor’s equipment, tool, supplies or otherthings the Contractor is required to provide under this Contract that does not comply in allrespects with the requirements of the Contract.1.12 Financial:1.12.1 “Contract Price” means the fixed lump sum price or rates stated in the Form ofTender and/or its attachments forming part of the Contract, payable to the Contractorfor the Services performed and shall include such sums as may be adjusted from timeto time.1.12.2 “Not-to-Exceed Value” has the meaning ascribed to it in clause 37.9.1.12.3 “Performance Bond” means the unconditional bank guarantee submitted by theContractor prior to the date of this Contract and as further described in clause 47.1.12.4 “Provisional Sum” means the sum referred to in clause 37.8.1.12.5 “Variation” means any increase, decrease, omission or changes to the Services pursuantto an Adjustment Order as further referred to in clause 36.1.13 “Force Majeure” has the meaning ascribed to it in clause 44.1.14 “Intellectual Property Rights" means all intellectual property of whatever nature subsistingat the relevant time, and whether registered or unregistered, including rights in any patents,copyright (including rights in and to software and computer programs and topography rights),design rights, database rights, trademarks, service marks, confidential technical or otherproprietary know-how, process or business secrets and (where applicable) any applicationsfor any such right and any extension of any such right.1.15 "Law" means, at any relevant time, all applicable laws of the State of Kuwait and anyapplicable jurisdiction including constitutional law, civil law, international law, treaties,statutes, decrees, Ministerial and other orders, edicts, codes, judgments, rules, ordinances,regulations, bye-laws (including executive bye-laws) of any local, municipal, national or anyother duly constituted governmental authority or agency having jurisdiction over matterscontemplated by the Contract documents at that time, and references to any specific Law shallbe construed as references to the same as amended, supplemented and/or re-enacted.1.16 “Party” means the Company or the Contractor and "Parties" means both of them.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 3 of 521.17 “Programme” means the approved programme referred to in clause 33.1.18 Time Periods:1.18.1 “Contract Period” means the period specified in the Contract Specification duringwhich the Contractor shall execute the Services, commencing from the Date forCommencement.1.18.2 “day” means a calendar day, “month” means a Gregorian calendar month, and“year” a Gregorian calendar year.1.18.3 “Defects Liability Period” or “Warranty Period” where applicable, means the Stageof twelve (12) months following the Stage in the Contract where construction;erection; installation; testing; commissioning and the like are involved and shall meanthe twelve (12) months commencing from the date specified in the related Certificateof Completion of that Stage and as may further referred to in the ContractSpecification.1.18.4 “Installation Period” means the Period referred to in the Contract Specification.1.18.5 “Maintenance Period” means the Stage referred to in the Contract Specification duringwhich the Contractor shall perform the required maintenance.1.18.6 “Problem-Free Period” means the period specified in the Contract Specification whichshall start from the date of the System Installation Certificate and during which theSystem shall be monitored for continuous operation in accordance with the AcceptanceCriteria and the Technical Specification.1.19 “Services” means and includes all the services and any temporary works to be provided bythe Contractor together with all other obligations to be performed by, and responsibilities of,the Contractor within the Contract Period in accordance with the Contract.1.20 “Service Levels” means the ensemble of the conditions governing the rectification of faults statedin the Contract.1.21 “Service Order” means an instruction from the Company as further specified in the ContractSpecification.1.22 “Site” means the various offices of the Company where the Services are to be provided as furtherreferred to in clause 18 and in the Contract.1.23 “Specification” means the specification, codes and standards referred to in the Contract or asmay otherwise from time to time be provided by the Superintendent.1.24 “Stage” means a portion of the Contract Period as described in the Contract Specification.1.25 “Subcontractor” means any person, firm, partnership, corporation or combination thereof towhich any part of the Contract has been subcontracted, and shall include Vendor.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 4 of 521.26 “Superintendent” means the person referred to in clause 11 and in the Contract Specificationor such other persons appointed from time to time by the Company and notified to theContractor to act as Superintendent for the purposes of the Contract.1.27 “System” where the context allows shall mean the hardware and/or the software supplied and/ordeveloped by the Contractor, or otherwise acquired by the Company, including current and futurereleases of the software to be supplied by the Contractor pursuant to this Contract.1.28 “Vendor” means any manufacturer or supplier who provides equipment or material to beincorporated in the Services.2. LANGUAGE AND INTERPRETATION2.1 All communications in connection with this Contract and its performance shall be in theEnglish language.2.2 Words importing the singular only also include the plural and vice versa where the contextrequires. Words importing a gender shall include all genders and words importing personsshall include incorporated associations and partnerships and any entity with legal standing.2.3 Where the context permits, the words "accept", "agree", "appoint", "Approve", "authorise","certify", "confirm", "consent", "delegate", "direct", "endorse", "inform", "instruct","notice", "notify" "order", "permit", "propose", "reject", "request", "settle", and "verify"(and derivatives of those words) when used in the Contract shall mean in writing.2.4 Unless otherwise specified, all reference to clause numbers is restricted to these GeneralConditions for Service Contracts contained in this document.3. ENTIRE AGREEMENT3.1 The Contract embodies the entire agreement between the Company and the Contractor. TheParties shall not be bound or obligated by any statement, representation, promise, inducementor understanding of any nature not set forth in the Contract. No changes, amendments ormodifications of any of the terms and conditions of the Contract shall be valid unless reducedto writing and signed by both Parties.3.2 Any review, agreement or approval by the Company related to the Services shall not act as awaiver of the Contractor’s obligations under the Contract.3.3 The cost of any review period stipulated in the Contract shall be deemed to have been built inthe Contract Price.4. WAIVERNone of the provisions of the Contract shall be considered waived by either Party exceptwhen such waiver is made in writing by its representative, unless where the waiver impactsthe Contract Price or date for completion of a portion of the Services it shall be made throughan Adjustment Order. No such waiver shall be or be construed to be a waiver of any past orfuture default, breach or modification of any of the terms and conditions of the Contractexcept as expressly stated in such waiver.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 5 of 525. INSPECTIONInspection or no-inspection, witnessing or non-witnessing, approval or non-approval by theCompany or its representatives of any matter required to be done by the Contractor shall notbe construed as acceptance by the Company, nor shall be deemed free from Defect, nor act asa waiver of the Contractor’s obligations to comply with the requirements of the Contract.6. EXTENT OF CONTRACT6.1 The requirements of the Contract comprise the performance and completion of the Servicesand the provision of all labour; transport; constructional plant; temporary works; material,whether of a temporary or permanent nature; and any other item as necessary for performanceand completion of the Services as specified in, or are reasonably inferred from the Contract.6.2 The Contractor, where any work, material or item is required but is not specified in theContract but which is necessary for the proper performance of the Services in accordancewith the Contract, shall perform such work and/or furnish such material or item as if sospecified.7. DOCUMENTS MUTUALLY EXPLANATORY7.1. All parts of the Contract are intended to be correlative and complementary and any obligationimposed by one part and not mentioned in another shall be performed to the same extent andpurpose as though required by all. The misplacement, addition or omission of a word orcharacter shall not change the intent of any part of the Contract from that set forth by theContract as a whole.7.2. The Superintendent, where ambiguities or discrepancies are found between the documents,shall issue the necessary clarification or instruction for the Contractor’s compliance.7.3. Where different standards relative to the same matter appear or are referred to in the Contract,the most stringent of such standards shall apply.8. INDEPENDENT CONTRACTOR8.1. The Contractor, for the purpose of the performance of the Services, is an independentcontractor and in no event shall this Contract or any work performed under it create a relationbetween principal and agent partnership, joint venture or other relationship between theParties.8.2. The Contractor has no authority to bind the Company in any way without the express prioragreement of the Company.8.3. The Contractor shall be solely liable for the persons employed or engaged by it for theperformance of the Services and all debts, liabilities, and obligations of any kind imposedupon or incurred by the Contractor in the performance of the Services shall be deemed to bedebts, liabilities and obligations solely of the Contractor9. ASSIGNMENTMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 6 of 529.1 The Contractor shall not assign the Contract nor any part of it without the prior consent of theCompany nor shall the Contractor assign without the prior consent of the Company anybenefit or interest in or under the Contract, except where an official assignment of any moneydue or to become due under this Contract is made in favour of the Contractor’s bankers.9.2 The Company may assign the Contract at any time to any entity wholly or substantiallyowned or controlled by the State of Kuwait.9.3 An assignee of the Contract shall not be entitled to any right or benefit of the Contract untilsuch assignee has undertaken in writing to be bound by the terms and conditions of theContract.10. SUBCONTRACTING10.1 The Contractor shall not subcontract the whole of the Services or any part of the Serviceswithout the Company’s prior consent on the scope of the subcontract and the Company’sapproval of the Subcontractor. Where subcontracting is a specific requirement of theContract, or where the Company consents to subcontracting, the subcontracting shall not actas a waiver of any of the Contractor’s liabilities or obligations under the Contract and theContractor shall be responsible for the acts, defaults and neglects of any Subcontractor, itsagents, servants or workmen as if they were the acts, defaults and neglects of the Contractor,its agents, servants or workmen. Subcontracting shall not create any contractual relationshipbetween any Subcontractor and the Company.10.2 The Contractor shall not be liable, notwithstanding the provisions of clause 10.1 in respect ofany Subcontractor or Vendor nominated by the Company being in default, provided that theContractor itself is not the cause partially or wholly of such default. For the purposes of thisclause a Company nominated Subcontractor or Vendor shall not include or mean aSubcontractor or a Vendor selected by the Contractor from a list (of whatever number) ofCompany approved or recommended Subcontractor or Vendor.10.3 All agreements made between the Contractor and any Subcontractor must be in writing andmust provide that in respect of the work or goods the subject of the subcontract, theSubcontractor shall be bound to the Contractor under the same obligations and liabilities asare imposed upon the Contractor under the terms of this Contract.10.4 The Contractor, if so directed by the Superintendent, shall promptly remove anySubcontractor who misconducts or is incompetent or is negligent in the performance of itsduties or fails to conform to any particular provision of the HSE provisions set out in theContract and any such Subcontractor shall not be employed again on the Services.10.5 The Contractor shall ensure that its Subcontractor comply with all provisions of the Contractincluding those applicable to the Contractor’s personnel.11. SUPERINTENDENT AND SUPERINTENDENT'S REPRESENTATIVE11.1 The Superintendent shall be the Company’s representative with respect to the performance ofthe Services and the administration of the Contract and is authorised to give instructions inrelation thereto.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 7 of 5211.2 The Superintendent may at any time review and inspect the Services, and the Contractor shallgive him access at all reasonable times to the Contractor’s, Subcontractor’s and Vendor’sfacilities, quality control procedures, engineering tools and data, including computer andscheduling programs and to monitor the Services and to test and examine any material to beused in, or workmanship employed in connection with the Services.11.3 The Superintendent may reject any drawing, specification, material, vehicle, equipment orworkmanship which does not comply with the requirements of the Contract.11.4 The Superintendent is authorised to make final decisions on all questions involving theinterpretation of the specifications and any drawings and document furnished by theCompany to the Contractor.11.5 Any review, agreement or approval by the Superintendent shall not be a waiver of theContractor’s obligations under the Contract.11.6 The Superintendent may from time to time appoint a Superintendent’s Representative anddelegate to him any of the powers and authorities vested in the Superintendent. Anyinstruction or approval given by the Superintendent’s Representative to the Contractor withinthe terms of such delegation shall bind the Contractor as though it had been given by theSuperintendent, provided always that:11.6.1 failure of the Superintendent’s Representative to disapprove any work or materialshall not prejudice the power of the Superintendent thereafter to disapprove suchwork or material and to order the pulling down, removal or breaking up thereof;11.6.2 if the Contractor is dissatisfied by reason of any decision of the Superintendent’sRepresentative it may refer the matter to the Superintendent within seven (7) days ofsuch decision by the Superintendent’s Representative, who shall thereupon finallyconfirm, reverse or vary such decision within seven (7) days; and11.6.3 the Superintendent shall not delegate to the Superintendent’s Representative theauthority and powers under clause 9 (Assignment), clause 10 (Subcontracting), clause36 (Variations), clause 41 (Contractor’s Default), clause 42 (Optional Termination),and clause 46 (Time Limitation on Claims, Delay and Extension of Time).11.7 The Contractor shall give the Superintendent’s Representative access to the Site at any time tomonitor the Services and to test and examine any material to be incorporated into, orworkmanship employed in connection with, the Services, but shall have no authority torelieve the Contractor of any of its duties or obligations under the Contract nor, except asexpressly provided hereunder, to order any work involving delay or any extra payment by theCompany nor to make any Variation to the Services.12. DRAWINGS AND SPECIFICATION12.1 Where the Contractor is required to provide the drawings or other documents in connectionwith the Services, all such drawings and documents shall be submitted in adequate prints tothe Superintendent before the work shown or described thereon is to be carried out so as topermit the Superintendent sufficient time to examine the Contractor’s proposals properly. TheSuperintendent shall give or refuse his approval in writing to such proposals within twentyone (21) days of receipt of such documents.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 8 of 5212.2 If the Superintendent has reasonable cause for being dissatisfied with the proposals set out inthe Contractor’s drawings or documents the Superintendent shall require the Contractor tomake such amendments thereto as the Superintendent may consider reasonably necessary.The Contractor shall make and be bound by such amendments at no additional expense to theCompany.12.3 The Contractor shall provide the Superintendent with the type and number of copies of suchdrawings and documents as may be specified in the Contract within 14 days of theSuperintendent’s approval.12.4 Should it be found at any time after approval has been given by the Superintendent that thedetails do not comply with the terms and conditions of the Contract or that the details do notagree with the drawings or documents previously submitted and approved by theSuperintendent, the Contractor shall make such alterations or additions as in the opinion ofthe Superintendent are necessary to remedy such non-compliance or non-agreement at theContractor’s own expense.12.5 No examination by the Superintendent of the drawings or documents submitted by theContractor under the provisions of this clause or any approval given by the Superintendent ofthe same, with or without amendment, shall absolve the Contractor from any liability for thesame12.6 The Contractor shall keep one copy of the drawings and any other documents furnished to itby the Company on the Site and the same shall at all reasonable times be available forinspection and use by the Superintendent or the Superintendent’s Representative or by anyother person authorised by the Superintendent.12.7 All drawings, plans and specifications acquired by the Contractor under the Contract inrespect of parts including replacement parts shall become the property of the Company andthe Contractor shall hand these over to the Company at the end of the Contract Period orearlier as directed by the Company.12.8 The Superintendent or the Superintendent’s Representative may provide the Contractorduring the Contract Period such further drawings and instructions as shall be necessary for theproper execution of the Services and the Contractor shall carry out the Services in accordancetherewith.12.9 The Contractor shall submit as-built drawings as may be specified in the Contract.13. MATERIAL SUPPLIED BY CONTRACTOR13.1 The Contractor, with the exception of material especially required to be supplied by theCompany pursuant to the terms of the Contract, shall procure, supply, inspect, test and deliverto the Site all material, and all equipment required for incorporation into the Servicesincluding all special tools; and the like necessary for installation and maintenance; alllubricants; chemicals and spare parts necessary. The Contractor shall ensure that material orequipment supplied by it for incorporation into the Services are new, free of Defect andcomplies with the specification described in the Contract and, where not particularlyspecified, of good quality and fit in every respect for the use intended.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 9 of 5213.2 The Contractor, unless the Superintendent otherwise authorises in writing, shall procure andensure that its Subcontractor procure all material and equipment for incorporation intoServices only from Vendor selected from the lists of Company approved manufacturers.13.3 The Contractor shall evaluate the Vendor’s proposals for the supply of material andequipment for incorporation into the Services, having regard to its technical capabilities, costof operation, flexibility and ease of operation, cost and ease of maintenance and the cost ofand need for spare parts.13.4 The Contractor, prior to ordering the material and equipment, shall submit to theSuperintendent for approval, full technical details, including all relevant catalogues, thecountry of origin and the name of the proposed manufacturers and or Vendor. TheSuperintendent shall notify the Contractor of its approval or disapproval together with detailsof any modification considered necessary within twenty-one (21) days of receipt of suchdocumentation. Where samples are required to be submitted to the Superintendent or theSuperintendent’s Representative, they shall be equal in all respects to the samples earliersubmitted to and approved by the Superintendent. All purchase orders shall be placed by theContractor in its own name and the Contractor shall be responsible for payment of all costsarising in connection with such purchase orders.13.5 The Contractor shall, as appropriate, deliver, receive, off-load and store at Site all materialand equipment in a manner satisfactory to the Superintendent and shall be responsible fortheir security. The Contractor, prior to incorporation into the Services, shall present allmaterial and equipment to the Company for approval, and shall be used in the Services onceapproved.13.6 The Contractor shall provide its personnel with the necessary hardware and software compatiblewith the Company’s hardware and software to enable them to properly execute the Services andwith adequate tools and test equipment to diagnose, and repair faults.13.7 Local Industry Preference13.7.1 The Contractor, when obtaining material for product categories listed in the CompanyList of Approved Manufacturers and where local Kuwaiti manufacturers are alsolisted for such product category, must obtain quotations and give the price preferenceto local Kuwaiti manufactured material in accordance with Kuwait Law provided thatthe local product meets the schedule delivery requirements and is technicallyacceptable.13.7.2 The Contractor, where local Kuwaiti manufacturers are not listed in the CompanyList of Approved Manufacturers, shall use the Ministry of Commerce & Industry –Kuwait Industrial Guide of Kuwaiti manufacturers producing such products. Wherelocal Kuwaiti manufacturers are identified in the guide, the Contractor shall obtainquotations from such Kuwaiti manufacturers, evaluate them technically and givethem the price preference stated in clause 13.7.1. Where a quotation is acceptable onthe foregoing basis, the Contractor must procure such product from the local Kuwaitimanufacturer.13.7.3 The Contractor, where it intends to use an imported product in preference to anavailable local product, shall obtain the Company’s approval for non-compliancewith the provisions of this clause 13.7, supported with justification prior to placing aMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 10 of 52purchase order. The Contractor shall not incorporate any imported material into theServices when equivalent local material is both technically and commerciallyacceptable.13.7.4 The Contractor shall ensure that the provisions of this clause 13.7 apply to allsubcontracts.13.8 Inspection and Testing of Material supplied by the Contractor13.8.1 The requirements of this clause 13.8 as well as requirements of clause 35 (AcceptanceCriteria) and the other requirements specified in the Contract shall apply in respect ofinspection and testing of material, equipment, plant, machinery and spare parts for theServices. The Contractor shall advise the Superintendent in writing of any off-Siteinspection or testing at least fourteen (14) days in advance (or twenty-one (21) days ifthe off-Site inspection will occur outside of Kuwait). If no representative of theCompany appears at the time and place so notified, the inspection or test may becarried out as planned and the Contractor shall promptly furnish the Company withthe results of such inspection or test. The Contractor shall submit all material andequipment tests certificates to the Company for review and/or approval.13.8.2 The Company may itself or through a third party during the manufacture and prior todelivery to the Site inspect, examine, test and carry out stage inspection of material,equipment, plant and machinery to be supplied under the Contract. Where theContractor is required to appoint a third party to carry out inspection of material,equipment, plant and machinery it shall seek the Company’s prior approval and theContractor shall bear the cost of the third party, the cost of which shall be deemedbuilt into the Contract Price.13.8.3 No such inspection, examination or testing shall release the Contractor from anyobligation under the Contract.13.8.4 The Company or its nominated representatives may at all reasonable times, alone orwith the Contractor, inspect, cause the inspection of, or witness the testing of anymaterial, equipment, plant, machinery and spare part at their place of production orfabrication.13.9 Spare Parts13.9.1 The Contractor shall provide at no extra cost to the Company, all spare partsnecessary for pre-commissioning and commissioning of the Services.13.9.2 The Contractor shall within three (3) months of the date of the order for the relevantequipment, submit to the Superintendent the Contractor's and Vendor's/manufacturer's recommended spare parts list to provide for two (2) year operation andmaintenance under design conditions.13.9.3 The Contractor shall ensure that the spare parts list referred to in clause 13.9.2 is inthe form of an itemised list, priced on Free on Board (“FOB”) basis. The FOB pricesquoted by the Vendor shall be firm and fixed for ordering of such parts by theCompany at any time up to one (1) year after the date of the Contractor’sconfirmation of the purchase order for the corresponding item of equipment. TheMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 11 of 52Contractor, when obtaining quotation for spare parts, shall obtain for the Companythe right to purchase in its own name all or any of the listed spare parts direct fromthe Vendor, on a Cost, Insurance, Freight (“CIF”) Kuwaiti port basis, utilising thesame FOB price basis referred to above. FOB and CIF shall have the meaningsascribed to them in the Incoterms published by the International Chamber ofCommerce in its edition current on the bid closing date.13.9.4 The Contractor, for each item of equipment, shall also supply a comprehensive list ofspares, complete with relevant drawings and the Vendor’s comprehensive spare partsmanual for that equipment, to enable the Company to ascertain or verify its spareparts requirements.13.9.5 The Company shall have the option to instruct the Contractor to procure the spareparts within the one (1) year period referred to in clause 13.9.3 which shall besupplied and delivered in the Company’s warehouse prior to issuing of the Certificateof Completion specified in the Contract Specification related to the expiry of theDefects Liability Period (or related to the expiry of the Warranty Period as the casemay be) at the prices stated in the spare parts list and the Company shall be given thebenefit of any manufacturer or supplier discount received by the Contractor.13.9.6 The Contractor shall ensure that all spare parts shall be properly packed and protectedand shall be marked, tagged as appropriate, and accompanied by such documentationas the Company specifies for ease of post-delivery administration, which shallinclude a detailed packing list for each consignment.13.9.7 The Contractor shall submit to the Company a statement from the Vendor ofequipment that they shall notify the Company of any cessation of production of thesupplied equipment within a period of ten (10) years from the date of the appropriatepurchase order, thereby enabling the Company to purchase spare parts for suchequipment as required. Such notification shall take place one (1) year before theactual cessation of availability of spare parts.14. MATERIAL SUPPLIED BY THE COMPANY14.1 The Contractor, where the Company is responsible for supplying any material forincorporation into the Services, shall from time to time, as and when such material is required,complete the necessary requisition form as provided by the Company, which shall bechecked, registered and countersigned by the Superintendent’s Representative beforepresentation to the Company for issue of such material. The Contractor shall requisition suchmaterial at the earliest practicable opportunity after Date for Commencement and in all casesshall be responsible for giving adequate notice to the Company of its material requirements.14.2 The Company issued quantities of material shall be inclusive of a reasonable waste content. Inthe event that the Contractor requires additional quantities of such material due to excessivewastage resulting from bad workmanship, loss or damage, the Contractor shall be responsiblefor obtaining such additional material and for any delay arising therefrom in the performanceof the Services. In the event the Company supplies additional material under this clause, theCompany shall debit the Contractors account with the full replacement cost to the Companyand a ten per cent (10%) administration surcharge as liquidated damages.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 12 of 5214.3 The Contractor shall carry out all normal preparation of all material supplied by the Companyprior to their incorporation into the Services, the cost of which shall be deemed included inthe Contract Price. In the event that such material at the time of issue by the Company cannotby reason of their condition be incorporated into the Services until abnormal modifications,straightening or cleaning have been carried out, the Contractor shall immediately notify suchcondition to the Superintendent or the Superintendent’s Representative who shall authorisesuch remedial work as he may consider necessary to be carried out at the expense of theCompany. This shall in no way relieve the Contractor of its responsibilities under clause 15.The Company shall be liable for any Defect not apparent from the visual inspection.14.4 The Contractor shall provide all labour, transportation and equipment (except as stated inclause 14.5), carriage necessary to ensure all material or equipment supplied by the Companyfor incorporation into the Services are collected by the Contractor from the Company’swarehouse and/or workshops, loaded, transported to, and off-loaded at the Site, the cost ofwhich shall be deemed included in the Contract Price.14.5 The Company shall provide at all reasonable times all available cranes to facilitate loadingand offloading all material or equipment being collected or delivered by the Contractor at theCompany’s warehouse and/or workshops.14.6 The Contractor shall promptly return to the place of issue or as otherwise directed by theSuperintendent all material or equipment supplied or paid for by the Company forincorporation into the Services which are usable, and become surplus to requirements duringthe progress of, or upon completion of the Services,. Prior to its return or delivery suchmaterial or equipment shall be examined and verified by the Company at its warehousereceiving section to judge its authenticity and condition.14.7 The Contractor shall obtain receipts from the Company’s storekeeper at the place of deliveryin respect of all material or equipment returned under this clause 14.15. PROPERTY IN MATERIAL AND EQUIPMENTThe Contractor shall not remove from the Site or the storage area referred to in clause 18.4any material and equipment supplied for the Services and paid for by the Company nor anysurplus material and equipment not incorporated into the Services without the prior consent ofthe Superintendent or of the Superintendent’s Representative, and such material andequipment shall remain the property of the Company and shall be handled, transported anddelivered by the Contractor as directed by the Superintendent or the Superintendent’sRepresentative (the cost of which shall be deemed included in the Contract Price). TheContractor shall promptly replace at its expense any such material or equipment which is lost,stolen or damaged from any cause whatsoever during the Contract Period.16. CONTRACTOR’S REPRESENTATIVE16.1 The Contractor, before the commencement of the Services, shall notify the Company of thename of the person nominated as its representative and ensure that such representative isconstantly present during the performance of the Services. The Contractor’s Representativeshall be responsible for managing the Contractor’s personnel, and for supervision of theServices, and shall receive on behalf of the Contractor notices, directives and instructionsfrom the Superintendent or (subject to clause 11) the Superintendent’s Representative. TheContractor’s Representative shall have the authority to act on the Contractor’s behalf. TheMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 13 of 52Contractor shall not, without the prior consent of the Superintendent, revoke the appointmentof the Contractor’s Representative or appoint a replacement.16.2 The Contractor, unless specified otherwise in the Contract Specification, shall employ a fulltime English-speaking engineer or supervisor on the Services who shall be qualified, skilledand experienced in work of similar character to the Services, but who shall not be engaged onthe Services without the Superintendent’s prior approval and shall not be removed from theServices without the Superintendent’s prior agreement. Subject to the specific agreement ofthe Superintendent, such engineer or supervisor may also carry out the duties of theContractor’s Representative specified in clause 16.1.17. CONTRACTOR’S PERSONNEL17.1 The Contractor, within the period specified in the Contract Specification, shall submit CVs ofall Contractor’s personnel it proposes to employ on the Services, for approval by theCompany. The Company may reject any CV without providing any reason. The Contractorshall not remove any personnel approved by the Company from the Services without thewritten consent of the Superintendent.17.2 The Contractor shall ensure the continuous service of its personnel according to themanpower histogram issued with the Programme. In case it becomes necessary to replace anyof the Contractor’s personnel, such replacement shall be coordinated with the Superintendentnot to cause disturbance to the Services.17.3 The Contractor shall provide and employ in connection with the execution and completion ofthe Services all required personnel including engineers, supervisors, foremen, skilled andunskilled labour and any other necessary personnel. The Contractor shall ensure that theskilled personnel to be employed for the Services are fully qualified with proven experienceand are employed only after passing the trade tests conducted by the Company. TheContractor shall be responsible for the professional and technical competence of its personneland shall employ personnel who will perform effectively, respect local customs and conformto a high standard of moral and ethical conduct.17.4 The Contractor, four (4) weeks prior to the Date for Commencement unless otherwisespecified in the Contract Specification shall provide details of the key and skilled personnel itproposes employing on the Services for evaluation and approval by the Company. TheCompany shall inform the Contractor of those personnel that are approved by the Company.The Company may interview and trade test any of the Contractor’s personnel in the Companypremises in Kuwait prior to their employment on the Services or at any time thereafter. TheContractor shall arrange such interview in consultation with the Company. The Companyshall not be held responsible for any delay due to its non acceptance of the proposedcandidates. The approved Contractor’s personnel shall not be removed from the Serviceswithout the prior approval of the Superintendent.17.5 The Contractor. if so directed, shall promptly remove any of the Contractor’s andSubcontractor’s personnel where the Superintendent reasonably considers such person hasmisconducted himself or is incompetent or negligent in the performance of its duties, or is notconforming with any provision of the Contract or persists in any conduct which is prejudicialto safety, health, or protection of environment, or whose employment is otherwise consideredby the Superintendent to be undesirable, without having to state any particular reasontherefor. Such a person shall not be again employed on the Services without the permissionMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 14 of 52of the Superintendent. Any person so removed from the Services shall be promptly replacedby the Contractor with one acceptable and at no cost to the Company.17.6 The Contractor shall ensure that its manpower is under its direct sponsorship or under thesponsorship of Company approved Subcontractor, and that such manpower is adequate for theperformance of the Services and shall remain available under its or its Subcontractor'ssponsorship throughout the Contract Period.17.7 The Superintendent, in the event that adequate supervision is not provided by the Contractor,may suspend the Services, in which event the Contractor shall not be entitled to make anyclaim for any consequent additional cost or lost time including delay cost.17.8 The Contractor shall keep updated complete and detailed records of the names and categoriesor trade of all personnel employed by it from time to time, including time sheets stating thehours worked and wages paid to them in connection with the execution of the Contract andsuch records shall be made available to the Superintendent for inspection on his direction.17.9 The Contractor shall not employ any person who has resigned or been discharged from theCompany, or from other contractors hired by the Company, or their subcontractors, without awritten release from such employers or until a period of not less than twenty-six (26) weekshas elapsed since the person’s last working day on the staff of such employer.17.10 The Contractor, for all key personnel employed for the Contract, shall provide mobile phonesfor communication with the Company personnel.17.11 The Contractor shall transport its personnel to and from the Site, in and about the Services andshall ensure their punctual arrival at the Site. Such transportation shall be in the cabs of trucks,passenger cars or buses that are safe, reliable, roadworthy and suitable for the Site conditions.17.12 Where the Services, or part of the Services, are to be performed within the restricted area atMina-al-Ahmadi, Mina Abdulla, Shuaiba Oil Piers or Field Areas in South East, West andNorth Kuwait the Contractor shall be deemed to have made allowance in the Contract Pricefor the cost of messing arrangements for its employees as provided by the Kuwait NationalPetroleum Company or the Company or their catering contractors as the case may be.17.13 The Company, where any of the Contractor’s personnel detailed in the Contract are absentwithout the Company’s approval, shall deduct the appropriate amount in accordance with theunit rates for such personnel stated in the attachments to the Form of Tender or as stipulatedelsewhere in the Contract.17.14 The Company may before the Date for Commencement or at any time thereafter require anyof the Contractor’s personnel to undergo a medical fitness examination at no extra cost to theCompany. In the event the Contractor’s personnel fails such examination the personnel shallnot be engaged on the Services or be removed from the Services (as the case may be) andshall be replaced by the Contractor by a personnel who is medically fit, the cost of whichshall be deemed to have been built in the Contract price.17.15 The Contractor shall provide for its personnel, and maintain in good standard of repair andcleanliness, uniforms, overall, boiler suits, gloves, footwear and other necessary protectiveclothing as required by the nature of Services to be performed and as specified in theCompany’s HSEMS Guidelines for Contractors and as directed by the Superintendent or theMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 15 of 52Superintendent’s Representative, and such clothing shall be worn by the Contractor’spersonnel whilst engaged on the Services.17.16 The Contractor, in respect of its personnel, shall ensure timely payment of wages, provisionand maintenance of necessary accommodation and welfare facilities, meals and transport,compliance with relevant labour laws including laws relating to their employment, health,safety, welfare, immigration, compliance with applicable safety regulations at the work Siteand all the conditions to be observed by the Contractor. The cost of these obligations shall bedeemed included in the Contract Price.17.17 The Contractor shall at all times maintain good industrial relations and take reasonableprecautions to prevent any unlawful, riotous or disorderly conduct by or amongst theContractor’s personnel, and to preserve peace and protection of persons on and near the Site.17.18 The Contractor shall ensure that its welders have valid certificates and are fully qualified withproven experience in the execution and completion of projects of similar nature to theServices.17.19 Kuwaitisation17.19.1 The Contractor, as part of the Services, shall employ Kuwaiti citizens on the Services inaccordance with the terms and conditions specified in the Contract Specification.17.19.2 The Contractor acknowledges that the employment of Kuwaitis is of fundamentalimportance to the Company's present and future operational and strategic planning,and further acknowledges that the Contractor's non-compliance with the requirementsof this clause will disrupt the Company's present and future operational and strategicplanning and that the Company's actual loss and damages sustained as a result of theContractor failing to comply with its obligations to employ Kuwaitis pursuant to theContract will exceed any contractual entitlement the Company may have against theContractor.17.20 Minimum Net Take-Home Pay17.20.1 The Contractor, where net take-home pay for the Contractor’s personnel is specified inthe Contract, shall:a) ensure that all its personnel employed on the Services are made fully awareof the conditions of employment before signing their employment contract;b) ensure that the Contractor’s personnel employment contracts are signed inidentical triplicates: one signed original for the Contractor, another signedoriginal for the employee and the third signed original shall be submitted to theSuperintendent;c) ensure that all of its personnel are in possession of bank accounts oncommencement of employment on the Services and shall promptly pay thesalary of each employee directly into his/her account by the last day of eachmonth;March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 16 of 52d) ensure that the minimum net take-home pay of any of its personnel employed onthe Services shall be not less than the amount specified in the Contract. The nettake home pay shall be net of overheads such as recruitment fees, transportation,medical fee and medical charges, residence permits and its renewal fee, civil IDsfees, insurance premiums, travel and the like. All such costs shall be paid by theContractor and shall be deemed to be included in the Contract Price. Any otherbenefits that the Contractor may offer to its employees shall be paid in additionto the minimum net take-home pay;e) ensure, for its non-Kuwaiti personnel, that the monthly salary appearing on theMinistry of Social Affairs and Labour Work Permit form shall not be less thanthe minimum net take-home pay. The Contractor shall provide theSuperintendent with a copy of such Labour Work Permit;f) not charge any of its employees any commission whatsoever for recruitment oremployment neither directly nor through third parties nor shall it charge ordeduct from their salaries any amounts during their employment under thisContract. The Contractor shall be in breach of Contract should it fail to complywith the requirements of this clause; and17.20.2 The Company may at any time throughout the Contract Period audit the Contractorsrecords, bank statements and the like and the relevant documentation regarding the salarystatements of the Contractor’s personnel employed on the Services.17.21 Provisions Addressing Contractor’s Failure to Pay the Salaries of its Personnel17.21.1 Where the Contractor fails to pay the salaries of its personnel employed on theServices within seven (7) working days after the end of the month for which paymentis due, the Contractor shall be considered in breach of its fundamental contractualobligations.17.21.2 Where the Contractor fails to pay within the period specified in the previous clause,the Company shall have the right to make direct salary payments to the Contractor’spersonnel either in cash or to their bank accounts. Such payments shall be made byreference to the minimum net take-home pay schedule specified in the Contract forthose personnel where such net take-home pay is specified in the Contract.17.21.3 Where the Contract does not specify minimum net take-home pay for the supervisorypersonnel, the Contractor shall provide documentary evidence of the monthly pay forsuch supervisory personnel to enable the Company to pay their salaries.17.21.4 Such payments shall be considered as payments to the Contractor and the Companyshall provide the Contractor with evidence of the payments made.17.21.5 The Company shall deduct from the Contractor invoices or from any amounts owedto it the sums paid in accordance with this clause 17.21 plus ten (10) percentoverheads and expenses incurred by the Company in such transactions, without thenecessity of giving notice to the Contractor in respect thereof.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 17 of 5217.21.6 The Contractor shall provide to the Company a printed list (and electronically on theCD-ROM) indicating the names of each of its personnel employed on the Contract;their designations; nationality; Civil ID number; full bank account details; and thelike. The Contractor shall notify the Company immediately of any change to thesedetails when it occurs.17.21.7 The Company’s exercise of its right to pay directly to the Contractor personnel doesnot constitute a contractual relationship between the Company and such personnel,and will not constitute any liability on the Company towards them, nor does it implywaiving any of the Contractor's fundamental obligations towards its personnel ortowards the Company.17.21.8 To facilitate proper accounting of payment, the Contractor shall submit a separatemonthly invoice for payment of its personnel.17.21.9 The Contractor acknowledges that the rights of its personnel take precedence overany other obligations the Contractor may have towards third parties. Where theContractor, by reference to clause 9 of the General Conditions of Contract, assignsany benefit or interest in or under the Contract to a third party or where theContractor makes an official assignment of any money due or becoming due underthe Contract in favour of the Contractor’s bankers, the Contractor shall exclude therights of its personnel form such assignment.17.21.10 The Contractor shall have no right to submit any claim due to the Company’s directpayment of the salaries to the Contractor’s personnel.18. THE SITE18.1 Inspection of the Site18.1.1 The Contractor shall be deemed to have inspected and examined the Site and itssurroundings and to have satisfied itself as to the form and nature of the Site (insofaras could be reasonably ascertained on the Site visit), the full extent and character ofthe Services, the means of access to the Site and the accommodation and otherfacilities required for the performance of the Services, and to have taken into accountany physical or natural impediments, anticipated or otherwise, (including climaticconditions) which may appear at the Site.18.1.2 No claim by the Contractor for additional payment shall be allowed on the ground ofany misunderstanding in respect of matters referred in clause 18.1.1 or for theContractor’s failure to collect sufficient information, nor shall the Contractor berelieved from any risk or obligation imposed or undertaken by it under the Contracton any such ground or on the ground that it did not foresee any matter which impactthe execution of the Services.18.2 Access to the Site18.2.1 The Company, from the Date for Commencement, shall give the Contractor nonexclusiveaccess to so much of the Site as may reasonably be required to enable theContractor to commence and proceed with the performance of the Services subject toMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 18 of 52the Contractor’s personnel carrying all necessary valid permits and passes. TheContractor shall ensure that its personnel use only such areas of the Site as arespecifically required for the Services.18.2.2 The Superintendent and any person authorised by him shall at all times have access tothe Services and to the Site and to all places where the Services are being performed.18.2.3 The access to the Site shall not be exclusive to the Contractor but shall be such asonly to enable it to perform the Services. The Contractor shall in accordance with thedirections of the Superintendent afford every reasonable facility (including freeaccess) for any other Company contractors (whose names shall be communicated inwriting to the Contractor by the Company from time to time), and their workmen andany other persons employed by the Company on or near the Site. The Contractor shallperform the Services in coordination with other Company contractors to avoid delayto the Services.18.2.4 The Contractor, without prejudice to the provisions of clause 18.2.3, shall ensure thatno person other than the Contractor, Company approved Subcontractors and theirpersonnel are allowed on Site without the prior consent of the Superintendent.18.2.5 The Contractor shall ensure that its method of construction permit free unrestrictedaccess to the Site at all times for the Company’s personnel. The Contractor shall uponthe reasonable request of the Superintendent, give the Company priority and accessover its own on-Site activities.18.2.6 The Contractor shall bear all costs for special and/or temporary rights-of-way whichit may require including those for access to the Site.18.3 Care of the SiteThe Contractor shall be fully responsible for the care of the Site, the Services and alltemporary works, and in the event of any damage or loss arising from any cause, theContractor, as a condition precedent to the issue of the Certificate of Completion of therelevant Stage, shall remedy and repair the damage and loss at its own cost and ensure that theSite is in good order and condition and in conformity with the requirements of the Contract.18.4 Site Office and Store18.4.1 The Contractor, at no extra cost to the Company, shall, if specified in the ContractSpecification, provide and maintain a Site office, store, storage yard and the like to beused exclusively for the Services. The Company, at its discretion and convenienceand for the duration of the Services, may provide land for such facilities. The detailsand layout of the Site office and stores shall be in accordance with the requirementsset out in the Contract Specification and shall be subject to prior approval of theCompany. The Contractor shall provide and erect galvanised sheet fence around thetemporary offices and storage area and as a condition precedent to issuing the FinalAcceptance Certificate shall remove the fencing and the Site office and store, andleave the area clean and tidy.18.4.2 The Contractor shall:March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 19 of 52a) provide for the Site office and stores, fire extinguishers approved by theCompany's HSE Team;b) provide all electricity, water supply, sanitary and all necessary utilities andmaintain hygienic conditions;c) provide air-conditioned eating and resting facility at each Site location;d) provide a portable toilet for labourers at each Site location;e) not use gas cooker in the Site office and use a safe hot plate instead;f) not store flammable liquids or any combustible material inside the Siteoffices;g) ensure that all electrical wiring and appliances are according to the electricalstandard and as approved by the Company;h) provide garbage containers for the Site office;i) implement a safe method of refuelling the power generator by means of usinga safety can or hand pump;j) ensure mandatory reverse parking of Contractor’s vehicles in the car parkingarea for the Company and Contractor’s personnel;k) ensure that adequate space is available inside the Site office store for materialstorage;l) ensure provision of exhaust fans for kitchen and bathrooms;m) ensure that there is provision of reflective type stickers for entrance andemergency exit doors and for entrance and exit roads;n) ensure that adequate security is provided for the Site office and other Siteareas;o) provide mobile telephones exclusively for the Site office where there are noland telephone lines have been provided;p) provide first aid facility for the Site office; andq) obtain at its risk and cost any additional facility, other than those referred toin this clause 18, which it may require for the purpose of the Services.18.4.3 The Contractor shall properly protect and secure any Company allocated area madeavailable to it for the performance of the Services, including any Company facilities.The Company reserves the right (for security reasons or otherwise) to instruct theContractor by giving it seven (7) days notice at any time during the performance ofthe Services to vacate the Company land and in the event, the Contractor is requiredMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 20 of 52to shift to an alternative location, the Company shall reimburse the Contractor thecost incurred as a result of such instruction.18.4.4 The Contractor shall provide at Site all requisite sanitary arrangements in accordancewith the applicable municipal regulations and Company requirements. Where theContractor fails to provide adequate sanitary arrangements, the Company may aftergiving seven (7) days advance notice to the Contractor provide and maintain sucharrangements and charge the Contractor all such costs incurred plus ten (10%) percent towards administrative cost as liquidated damages.18.4.5 The Contractor shall provide and erect at the Site temporary signboards to theCompany’s requirements as detailed in the Technical Specification. Upon completionof the Services the signboards shall be removed from the Site by the Contractorbefore the issue of the Final Acceptance Certificate.18.4.6 The Contractor shall, during the performance of the Services, regularly clear awayand remove from the Site and the Site office all rubbish and surplus material as theyarise in accordance with the instructions issued from time to time by theSuperintendent. On completion of the Services, the Contractor shall clear away andremove from the Site and the Site office all surplus material, equipment, vehicles,rubbish and temporary works of every kind and leave the entire Site clean and in aworkmanlike condition.18.4.7 The Company, where specified in the Contract Specification, shall provide theContractor electric power supply for the Site office and store free of charge at onepoint pre-determined by the Company. The Contractor at no extra cost to theCompany and in accordance with the Company approved route shall arrange fordistribution of the power to the Site office and store by providing the necessarycabling, switchboard, wiring, meter and the like. The Contractor shall ensure that itselectrical installation meet the Company’s approved standards and code. TheCompany supplied power shall not be used for the purpose of performing theServices.19. SUPPLY OF EQUIPMENT AND VEHICLES19.1 The Contractor shall provide all equipment, vehicles and transport required for theperformance of the Services, the cost of which shall be deemed included in the Contract Priceexcept where otherwise specified in the Contract.19.2 The Contractor shall submit immediately after signing the Contract and thereafter during theContract Period to the Superintendent’s Representative for inspection and approval allequipment and vehicles in respect of their condition and suitability for their proposed use, andshall maintain the equipment and vehicles in good order and condition throughout theContract Period. In the event an equipment or vehicle is withdrawn from the Services for anyreason including breakdown, it shall be inspected and approved by the Company before beingre-deployment;20. SAFEGUARDING EXISTING FACILITIES20.1 The Contractor, where the nature of the Services warrants, shall safeguard all buried orexposed pipelines, cables and other installations and shall take all steps to acquaint itself withMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 21 of 52the line, levels and positions of all such installations before commencing any work. TheContractor shall exercise extreme care when carrying out any activity or task adjacent to or inthe vicinity of any of the Company’s installations to ensure that no damage is inflicted onthem. The Contractor, wherever necessary for the safe operation of the Services, shall supplyand install Company approved protective barriers between existing installations and theServices.20.2 The Contractor, where the nature of the Services require soil compaction, shall ensure thatcompacting applied over or close to installations shall not endanger them in any way. Wherenecessary, only hand compaction shall be employed. The Contractor shall use distributedloading, not damage roads, roadside fixtures, underground cables, overhead transmission linesand their supports, tracks, pipe crossings or bridges of the Company or others.20.3 The Contractor, where it causes or allows damage to be caused to any existing pipeline, cableor other services, road, track, pipe crossing, bridge, other installation, services, facility and thelike belonging to the Company or third parties, shall promptly and at its cost repair and makegood the damage. Where the Contractor fails to promptly repair the damage, the Companymay at its discretion after giving seven (7) days’ notice to the Contractor, make good anydamage caused by the Contractor by using other contractors or the Company’s own resourcesand in such case all costs of repairs including ten per cent (10%) towards administrative costas liquidated damages shall be payable by the Contractor. In case of failure, the Companyshall recover all such costs from the Contractor as a debt or may deduct from any money dueor that may become due to the Contractor under this or any other contract between theCompany and the Contractor without notice or judicial proceedings.21. INSPECTION AND TESTING21.1 The Contractor shall be responsible for all inspection and testing required by LAW; appropriatecodes; sound engineering and construction practices; clause 35 (Acceptance Criteria) and theother provisions of the Contract. The Contractor shall provide whatever inspection and testing arerequired to discover any deviation from the Contract or any Defect in material or workmanship.All such inspection and testing shall take place in time to avoid delaying completion of theServices and shall be performed at no additional cost to the Company.21.2 The Company shall have the right at all reasonable times to inspect, or cause the inspection of, orwitness the testing of, any part of the Services while it is in progress.21.3 The Contractor shall ensure that all inspection and testing shall be carried out in presence of theSuperintendent’s Representative.21.4 The Contractor shall promptly rectify at no additional cost to the Company any Defect foundduring the inspection and testing.21.5 The Contractor shall not cover up or put out of view any work without the approval of theSuperintendent or the Superintendent’s Representative and shall serve on the Superintendent anotice of its intention to cover up, in order to permit the Company to examine and measure anywork which is about to be covered up or put out of view. The Superintendent and theSuperintendent’s Representative shall ensure that their examination and measurement of work iscarried out in such a manner as to avoid unreasonable delay to the progress of the Contractor in itsperformance of the Services.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 22 of 5221.6 Certificate of Completion of a Stage21.6.1 The Contractor, when a Stage of the Services has been completed in accordance withthe Contract shall apply to the Company for the Certificate of Completion of thatStage. The Superintendent shall issue the relevant Certificate of Completion providedthat:a) the Services of the related Stage of the Services are complete and all testingresults are satisfactory;b) the Contractor has completed and delivered all details including but not limitedto the developed procedures, programs, documentation, manuals for allconfiguration, parameterisation, and customisation carried out during the Stage.c) no Defect or incomplete part remains which would hinder the operation;d) the Contractor has returned and/or delivered in a format satisfactory to theCompany, as the case may be, all drawings, certificates and manuals providedto it, including the drawings developed by the Contractor.e) the Contractor has delivered all tools, if applicable, in accordance with clause13.f) the Site is clean in accordance with clause 18.4.6;g) all damages to the Services and the Site are reinstated in accordance withclause 18.3;h) all damages related to Company’s existing facilities and other areas arereinstated in accordance with clause 20.3; andi) the Contractor has delivered to the Company all spare parts list for theCompany to procure the operational spare parts and or the spare parts inaccordance with the provisions of clause 13.9;21.6.2 The effective date of the Certificate of Completion of a Stage shall be the actual dateof completion. The issue of such Certificate of Completion shall not be an admissionthat the Services have or any portion of the Services has been completed in everyrespect. The Contractor shall, with due diligence, complete all work.21.6.3 The Contractor, as a prerequisite to the issue of the relevant Certificate ofCompletion, shall deliver to the Superintendent all available warranties, andguarantees from manufacturers and Vendor of all equipment for incorporation intothe Services, and if so directed by the Company, shall assist the Company in theenforcement of warranty claims.21.6.4 Where the Services are performed through Service Orders, a separate certificate ofcompletion shall be issued for each Service Order.21.6.5 The Contractor’s liability towards the Defect as set out in this document shall includeother liabilities and the Defect Liability Period as specifically stated in the ContractSpecificationMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 23 of 5222. WARRANTIES22.1 The Contractor warrants that:22.1.1 it shall execute the Services in accordance with the Contract and shall comply with theSuperintendent’s instructions and directions on any matter arising out of or in connectionwith the Services;22.1.2 it possesses the specialised knowledge, expertise and experience necessary to enable it tofulfill the requirements of this Contract and to provide the Services efficiently andeffectively, promptly upon demand by the Company in accordance with the requirementsof this Contract;22.1.3 it affirms that the Company relies upon its skill and knowledge in providing the Servicesrequired in the Contract;22.1.4 each member of its personnel shall be sufficiently qualified, skilled, experienced andcompetent to perform satisfactorily and reliably the duties and exercise the degree ofjudgment required to achieve the high standards reasonably expected from the personnelof the Contractor;22.1.5 it shall exercise the degree of professional skill, care and diligence in the performance ofthe Services consistent with the standards of an internationally renowned contractorcarrying out similar services, and possessing the specialised knowledge, expertise andexperience of a contractor who enjoys a high reputation in work in the nature of theServices, and further warrants to perform the Services in accordance with the bestrelevant practices and standards;22.1.6 it shall comply with the direction of the Company, and shall furnish all facilities,equipment, tools, material, resources and personnel as described in more detail in thisContract or as may be inferred for the execution of the Services;22.1.7 the System or the Services shall meet the manufacturers’ specification and the TechnicalSpecification including all quality standards and shall be fit for their intended purpose;and22.1.8 all software and hardware have been thoroughly tested and are stable and that there areno known faults, including compliance with the year 2000 that will complicate orendanger subsequent implementation and use by the Company.23. HEALTH, SAFETY AND ENVIRONMENT23.1 The Company places prime importance on health, safety and environment (“HSE”) issues andrequires that the Contractor adheres and actively pursues the highest standards of HSEperformance.23.2 The Contractor, without prejudice to clause 29, shall be deemed to have acquainted itself andshall comply insofar as applicable with the terms, standards and specification stated inResolution No. 210 for 2001 issued by the Environment Public Authority containing theExecutive Terms of Reference for Law No. 21/1995 amended by Law No. 16/1996.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 24 of 5223.3 The Contractor shall take full responsibility for the adequacy, stability and safety of all itsoperations and methods necessary for the performance of the Services and shall ensure thatthe Services are carried out in accordance with the requirements of HSE stipulated in KuwaitiLaw, Governmental regulations, guidelines of statutory bodies and safe working practices asrequired by the Company. The Contractor shall strictly comply with the Company’s latestversion of the Health, Safety & Environmental Management Systems (“HSEMS”) Guidelinesfor Contractors existing on the date prior to the last date for submission of bid which shallform part of the Contract.23.4 The Contractor shall submit a preliminary HSE plan with its bid based on Company’sHSEMS Guidelines for Contractors and other requirements stipulated in the tender document.The HSE plan shall be for all phases of the Services.23.5 The Contractor, within fourteen (14) days from the Date for Commencement unless otherwisespecified in the Contract, shall submit for the Superintendent’s approval its detailed HSE planbased upon the preliminary HSE plan. The Company will within fourteen (14) days approveor direct the Contractor to make amendments to ensure that the HSE plan is in accordancewith the requirements of the Contract.23.6 The Contractor shall ensure that its personnel and Subcontractor’s personnel are fully familiarand shall comply with Company’s HSEMS Guidelines for Contractors and Contractor’sapproved HSE plan. The Contractor prior to the Date for Commencement shall attend anorientation meeting with the Superintendent’s Representative. The Contractor shall alsoensure that all its personnel and Subcontractor’s personnel are given all the necessary HSEawareness training which enables them to carry out the Services safely. The Contractor shallcomply with all the applicable requirements for HSE training and HSE awareness asstipulated in the Company’s procedure for HSE Training, Awareness and Continued HSELearning Process (KOC.GE.028).23.7 The Contractor shall ensure that the Site work is carried out only after a work permit orexcavation permit and/or other permits are obtained from the Company. The Contractor shallobtain work permit and excavation permit in a timely manner so as to ensure uninterruptedprogress of the Services. The Contractor, as and where applicable, shall obtain permits,approvals and authorisations from Government and other related agencies.23.8 The Contractor, where the nature of the Services requires, shall provide all necessary safetyequipment for the Services and all other similar requirements.23.9 The Contractor, where the nature of the Services requires, shall provide its personnel and itsSubcontractor’s personnel with personal protective clothing and equipment, such as hard hats,gloves, safety shoes, safety glasses, breathing apparatus, personal hydrogen sulphide (“H 2 S”)gas detectors and any other appropriate safety wear which may be required in connection withthe safe performance of the Services, and which shall be maintained by the Contractor ingood condition. The Contractor shall ensure that all its personnel’s protective equipmentcomplies with the relevant international standard specification and are presented to theSuperintendent for approval prior to their use.23.10 The Superintendent or the Superintendent’s Representative may test at any time any item ofthe Contractor’s equipment and vehicles. The Contractor shall remove and replace at no extraMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 25 of 52cost to the Company any item of equipment or vehicles which in the opinion of theSuperintendent or the Superintendent’s Representative, is unsafe.23.11 The Contractor shall ensure that all Services are carried out with due diligence to thepreservation of air, water, soil and animal and plant life. Procedures adopted in this respectshall be in compliance with applicable Company’s HSEMS Guidelines for Contractors, HSEguidelines, procedures and regulations and with all regulatory requirements of the State ofKuwait. In the absence of specific national, regional or international standards or guidelines,normal good international oil & gas industry practices shall be adopted.23.12 The Company shall not permit disposal of untreated sewage, oil spills, chemicals and the liketo ground. The method of sewage disposal shall be subject to the Company approval. TheContractor shall collect untreated sewage in appropriate containers and remove it from theSite and transport it to State approved disposal facilities.23.13 The Company may inspect the Site from time to time to ascertain the Contractor’s HSEpreparedness and ensure compliance with the Company’s HSEMS Guidelines for Contractorsas well as with the Contractor’s approved HSE plan, and that the Services are beingperformed in accordance with safe working practices.23.14 The Superintendent or the Superintendent’s Representative may order the cessation of anywork, which in his sole opinion, he reasonably considers is not being carried out inaccordance with safe working practices. Work so suspended shall not be resumed until theContractor has satisfied the Superintendent or the Superintendent’s Representative to theadequacy of the safety precautions employed. The Contractor shall not be entitled to claim forextra expense or lost time arising out of any reasonable order to cease work for safety or forany reasonable requirement to take adequate safety measures having regard to thecircumstances of the Services.23.15 The Contractor shall inform the Company immediately of any incident causing death, injuryto personnel, any adverse effect to the environment or damage to any property including nearmisses, followed by an accident/incident report within twenty-four (24) hours. The Contractorshall hold a thorough incident investigation immediately after any incident, determine thecause, and take preventive measures to avoid re-occurrence. The Contractor shall submit suchreport to the Superintendent. The Contractor if directed by the Company shall demonstratemock-up of the accident and the corrective action taken to prevent such reoccurrence in theCompany’s HSE forum and safety meetings.23.16 The Contractor, in case of any emergency, shall immediately mobilize all resources to combatthe emergency and coordinate with the Company and Company’s other contractors.23.17 The Contractor shall take all necessary measures to protect the Services and the Company’sexisting facilities against accidents and occupational hazards.23.18 The Contractor shall adhere to the Company’s driving procedures and specified speed limitsin Company’s operating areas and within Ahmadi. In the event that any of the Contractor’spersonnel do not follow the speed limits, the Company may direct the Contractor to replacesuch personnel at no additional cost to the Company.23.19 The Contractor’s HSE performance shall be measured with regards to their compliance withthe requirements stated in this clause 23, in the Company’s HSEMS Guidelines forMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 26 of 52Contractors and applicable HSE procedures and guidelines. The Contractor shall submit itsHSE performance report as per the Company’s guide to Contractor’s monthly HSEperformance reports.23.20 The Contractor shall conduct monthly safety observation and conversation (“SOC”) using theCompany guidelines and forms as directed by the Superintendent and as further specified inthe Contract Specification.23.21 The Contractor shall not use portable electronic devices in the Company operational areasunless such devices are certified to be intrinsically safe by an approved certifying agency.Such devices include mobile phones; wireless devices; laptops; palmtops; organisers; pocketPCs; radios; audio equipment and the like.23.22 The Contractor acknowledges that photography is prohibited in the Company operationalareas and that the Contractor shall not use in those areas, mobile phones, watches and allother equipment and tools that have photographic features.23.23 The Contractor shall ensure that buses, cars, trucks, vans and other vehicles shall:23.23.1 not be older than five (5) years at any time when utilised for the Contract;23.23.2 be regularly serviced and maintained in accordance with the manufacturers’recommendation; and23.23.3 be subject to inspection by the Company’s Transport Operation Team as per agreedschedule.23.24 The Contractor shall fully comply with the Company’s HSEMS Guidelines for Contractorswith respect to all vehicles.23.25 The Contractor shall ensure that all its drivers comply with the State regulations and StateTraffic Department rules. The Contractor shall ensure that all its personnel shall use seat beltsduring transportation. The Contractor shall not transport personnel neither standing nor sittingon the floor of buses or in the rear or bed of trucks nor under a makeshift canopy.23.26 Unexploded Ordnance Disposal23.26.1 The Contractor, where working or travelling in the fields, acknowledges and is placedon notice that unexploded ordnance disposal within the confines of the Site, togetherwith the designated access roads, designated areas for the Contractor’s office, laydownareas and other temporary facilities has been performed on behalf of theCompany by professional ordnance disposal contractors using visual and/ormechanical means. The Contractor shall obtain an explosive ordinance clearancecertificate for the Site from the Superintendent.23.26.2 The Contractor further acknowledges and is placed on notice that due to sandcoverage and possible re-introduction of explosive ordnance due to winds andsubsequent movement of sand, undetected explosive ordnance may be within the Siteand other designated areas and/or be reintroduced into such areas, and that there arepotential dangers concerning the discovery of, and making safe, such newlydiscovered items of explosive ordnance.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 27 of 5223.26.3 The Company has taken reasonable precautionary measures to ensure that the Siteand surrounding areas are free from unexploded ordnance, the Contractor shallnevertheless shall exercise extreme care during the performance of the Services, andat all times be vigilant, exhorting its personnel to take extreme care as to the dangersof explosive ordnance.23.26.4 The Contractor shall include as part of its personnel orientation programme for theServices, unexploded ordnance recognition, precautions and action upon discoveryprogramme, such programme shall be:a) mandatory for all personnel, including its Subcontractor’s personnel;b) conducted prior to the performance of the Services and to the employment ofany person upon the Services; andc) conducted in the native language(s) of the personnel participating in theorientation programme and subsequently to be employed on the Services.23.26.5 The Contractor shall include the unexploded ordnance recognition, precautions andaction upon discovery programme, together with all other procedures and the likepertaining to explosive ordnance within its safety plan for the Services.23.26.6 The Contractor, where it discovers unexploded ordnance, shall immediatelyimplement the necessary safety procedures to secure the area and shall immediatelynotify the Superintendent, who shall effect the disposal of the unexploded ordnance.23.26.7 The Contractor, where it requires for the purpose of the performance and completionof the Services or otherwise where it is required by the Superintendent to utilize areasnot ascertained by the Company as being cleared of unexploded ordnance, shallimmediately notify the Superintendent that clearance of the concerned area isnecessary.23.26.8 The Contractor, under no circumstances whatsoever, shall utilize any area of the Site,designated access roads, designated areas for the Contractor’s offices, lay-down areasand other temporary facilities that have not been declared cleared of unexplodedordnance.24. IDENTIFICATION AND PASSES24.1 The Contractor shall provide each of its personnel with an identification badge or cardshowing the Contractor’s name, and the name, registration number and a recent photograph ofthe personnel.24.2 The Contractor shall apply for passes for its personnel, equipment and vehicles at least twentyone (21) days prior to commencing the Services within the Company restricted areas andsufficiently in advance before commencing any Site activities in the areas requiring permitfrom Kuwait National Petroleum Company or from any other authority. The Company shallissue passes for entry into restricted work areas subject to the Contractor applying for them onprescribed forms attached to the Contract Specification with all relevant particulars andMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 28 of 52producing evidence of sponsorship of all manpower and vehicles to be deployed on theServices.24.3 The Company may not issue passes to personnel not sponsored by the Contractor or itsSubcontractor and the Contractor shall not be entitled to claim for any resultant delays or cost.24.4 The Contractor shall be responsible for obtaining any other pass from the state authoritiesnecessary for the performance of the Services.24.5 The Contractor’s vehicles and equipment shall be permitted into restricted work areas onlyafter the Contractor has obtained restricted area passes for the operators and drivers, and workpermit with entry passes for the relevant vehicles and equipment.24.6 The Contractor is aware that the Company’s operational areas are restricted areas, and shallcomply with the specific requirements for performing the work in areas that are designatedhazardous.24.7 The Contractor shall ensure that all its personnel shall carry with them at all times whilstengaged at the Site, their identification badge or card, restricted area pass together with anyother pass as may be required from time to time by the state authorities.24.8 The Contractor, with reference to clauses 24.2 and 24.5, shall submit all applications forrestricted area passes to the Company’s concerned team through the Superintendent.24.9 The Contractor shall ensure that all passes issued to its personnel and its Subcontractor's orVendor's personnel are promptly returned to the Superintendent upon their expiry or oncompletion (or earlier termination) of the Services or at the time of dismissal of any suchpersonnel.25. INDEMNITIES25.1 The Contractor shall be liable for, and shall indemnify and keep indemnified the Companyagainst all claims, demands, proceedings, damages, costs, charges and expenses whatsoever inrespect of death, injury or damage to any person (other than Company personnel) or damageto property including any property of the Company and or third party whatsoever which mayarise out of or as a consequence of the performance of the Services.25.2 The Contractor shall be liable for, and shall indemnify and keep indemnified the Companyagainst, all losses and claims for injury or death to any workman or other person in theemployment of the Contractor or its Subcontractor, and all losses and claims for damage toContractor’s or its Subcontractor's property which may arise out of or as a consequence of theperformance of the Services.25.3 It is expressly agreed that neither Party shall be liable to the other for any consequential, indirector special damage, including loss of profits and business interruptions howsoever caused. EachParty shall defend, indemnify and hold the other Party harmless in respect thereof.25.4 The Contractor’s liability under clause 25.1 shall not exceed the limit of insurance required tobe maintained by the Contractor and the Contractor shall have no responsibility or liability tothe Company or third parties beyond such limits, all of which excess liability is expresslyassumed by the Company and the Company shall indemnify and keep indemnified theMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 29 of 52Contractor against all causes of action and liability in excess of the limit of insurance to bemaintained by the Contractor provided that such liability is not as a result of the Contractorsand/or its Subcontractor gross negligence or wilful misconduct. The limitation of liabilityshall not apply to the provisions of clause 39.25.5 Without prejudice to clause 25.4, the indemnities specified in this clause 25 are given by theParties regardless of the cause of injuries, death, loss or damage and regardless of whoseliability the injuries, deaths, losses, damage and claims might otherwise be.26. INSURANCE26.1 The Contractor and its Subcontractor (if any) shall effect insurances for the amounts specifiedin the Contract Specification during the Contract Period on primary loss basis (and notconcurrent or excess) over the other valid insurances which may be available to the Company.26.2 The Contractor shall effect and maintain an Erection All Risks Policy, in respect of the interest ofthe Company and the Contractor for any one occurrence, the number of occurrences beingunlimited covering:26.2.1 physical loss or damage for the full value of the Contract Price (replacement cost basis),of all Services including all materials and equipment supplied by the Company;26.2.2 any loss or damage to Company’s property located on, adjacent to or surrounding theSite on primary loss coverage and not concurrent or excess over the other validinsurances which may be available to the additional insureds, for the amount specified inthe Contract Specification;26.3 The Contractor shall effect and maintain a General Third Party Liability Policy, covering itsliabilities under clause 26.1, and shall name the Company as principal, endorsed with a crossliability clause whereby the Company and the Contractor shall be third parties to each other.The cover under this General Third Party Liability Policy shall be up to the limit stipulated inthe Contract Specification for any one occurrence, the number of occurrences beingunlimited. The policy shall include cover for fire and explosion risks, the use of liftingequipment and damage to underground property26.4 The Contractor shall effect and maintain a Workmen's Compensation Policy in accordancewith Kuwait labour law and Employers Liability Policy with a minimum limit as stated in theContract Specification for any one occurrence covering its liabilities under clause 26.2.2, andwith an endorsement to cover passive war risk injury or death.26.5 The Contractor shall effect and maintain Third Party Motor vehicle Policy, covering fullunlimited liability (including passenger liability) and all other insurance required inaccordance with Kuwait traffic law, for all vehicles supplied, used or employed on or inconnection with the Services.26.6 The Contractor shall effect and maintain the insurances specified in this clause 26 with aninsurance company licensed to operate in the State of Kuwait, and in terms approved by theCompany (which approval shall not be unreasonably withheld) and the Contractor shall, priorto the commencement of the Services and whenever required by the Company, produce to theCompany copies of the insurance policies and the receipts of the current premiums.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 30 of 5226.7 The Contractor’s obtained insurance policies under clauses 26.3 and 26.4 to meet therequirements of the Contract shall include a waiver of subrogation in favour of the Companyin terms that the insurer where it is subrogated to the insured's rights of recovery in respect ofany claim shall not exercise any such right against the Company and/or its servants,representatives and agents.26.8 The Company may on the Contractor’s failure to effect and keep in force the insurancesrequired under the Contract obtain and keep in force any such insurances not obtained or keptin force by the Contractor and pay any such premium as may be necessary for the purposeand from time to time deduct the amount so paid by the Company from any moneys due orwhich may become due to the Contractor or recover the same as a debt due from theContractor under this Contract.26.9 All insurance policies effected by the Contractor under this clause 26 shall contain the provisionthat they shall not be amended, deleted or permitted to lapse without the express prior writtenapproval of the Company.26.10 Deductibles under the insurances to be maintained by the Contractor under this clause 26 shall befor the Contractor and or its Subcontractors account.27. TAXES27.1 The Contractor shall pay all taxes, charges or levies of whatsoever nature payable by theContractor under Kuwaiti Law, in respect of or in connection with this Contract, includingincome or benefit derived from payments received by the Contractor, none of which shall bereimbursable by the Company.27.2 The Contractor shall comply with the provisions of Decree No. 3 for 1955 and anysubsequent amendment or re-enactment thereof. The provisions of this clause shall equallyapply to any tax, charge or levy of whatsoever nature payable by the Contractor under the lawof any other country in respect of or in connection with this Contract.27.3 The Company shall withhold five (5) percent of each payment due to the Contractor onaccount of the Contractor’s income tax liability. The Company shall reimburse such retainedmonies when the Contractor submits to the Company:27.3.1 a certificate from the Income Tax Office of the Ministry of Finance stating that theContractor has discharged its tax liability; and27.3.2 if the Company has assisted the Contractor in importing labour into the State ofKuwait in relation to this Contract, a certificate from the Ministry of Social Affairsand Labour stating that the Contractor has satisfied the requirements of the Ministryrelated to its personnel.27.4 The Contractor may choose to submit a bank guarantee (not to be confused with thePerformance Bond) in the value of five (5) percent of the Contract Price in lieu of theretention of five (5) percent referred to in clause 27.3.28. CONSEQUENTIAL LOSSESMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 31 of 52Neither the Contractor nor the Company shall be liable for loss of use or anticipated profits orother consequential or indirect loss or damage, arising from any cause whatsoever and the Partieshereto shall indemnify and keep indemnified each other against all losses, damages and claimstherefor.29. APPLICABILITY OF STATE LAWS29.1 The Contractor, insofar as applicable, shall be subject to all Laws regarding any matteraffecting the Contract and shall indemnify the Company against all Losses resulting frombreach by it of any such Laws.29.2 The Contractor, without prejudice to the generality of clause 29.1, shall be deemed to haveacquainted itself in detail with all Laws relating to:29.2.1 social security;29.2.2 the issue of work permits to non-Kuwaiti workers in the private sector;29.2.3 safety and the protection of public utilities and resources;29.2.4 HSE;29.2.5 the protection of Kuwaiti industrial products and the protection of Kuwaiti industry;29.2.6 working hours, overtime and rest days of the Personnel employed by the Contractor,including restriction on working hours outdoors during the summer months;29.2.7 the employment of Kuwaiti manpower;29.2.8 declaration of commissions in connection with State contracts, and where such Law isapplicable or becomes applicable to the Contract, the Contractor shall serve on theSuperintendent within the time limit specified by such Law a declaration in the formrequired, if such a declaration was not made by the Contactor at the time ofsubmitting any bid in relation to the Services;29.2.9 notifications to be made by contractors about their subcontractors;29.2.10 the establishment and operation of the Environment Public Authority; and29.2.11 the import and customs duties applicable to the shipment and import of goods intoKuwait.29.3 The Contractor shall be responsible for:29.3.1 obtaining all documentation required for customs clearance in relation to the importof Equipment and Consumables. The Company shall issue the necessary certificationrequired to assist the Contractor for customs clearance purposes; and29.3.2 paying all customs and import duties, port handling charges, transportation, deliveryand similar charges in connection with the import of all Equipment and Consumablesinto Kuwait and their transportation to and from the Site.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 32 of 5229.4 The Company shall reimburse to the Contractor all such reasonable direct costs actuallyincurred, in the event that, subsequent to the bid closing date, any Law comes into effectwhich could not, at the date on which the Contractor's bid was submitted, have been foreseenand which causes an increase in the Contractor's cost in the performance of the Services,provided that the Contractor submits for the Company's approval sufficient evidence to theeffect that the Contractor had taken immediate steps to mitigate the effect of such Law,together with a breakdown of the claimed additional cost and based on the Contract Price tothe extent possible.29.5 In the event that, subsequent to the bid closing date, any Law or any change or amendment ofany Law comes into effect which causes reduced costs of Services, through reduced liabilityof Taxes, duties and fees (or howsoever), the Contractor shall pass on the benefits of suchreduced Taxes, duties or fees to the Company to the extent such reduction in cost is directlyattributable to such introduction of new Law or change or amendment as mentioned above.29.6 If required by Law, the Contractor shall appoint a Kuwaiti agent in Kuwait in respect of theContract, and shall provide the following details of its Kuwaiti agent so appointed as andwhen required by the Company:29.6.1 name and commercial registration;29.6.2 address in Kuwait;29.6.3 address of main place of business or office in Kuwait (if different from clause 29.6.2above); and29.6.4 letter from the agent on the agent's letterhead confirming appointment.29.7 In the event that any of the Contractor's owners, partners or local agents becomes a memberof the Central Tenders Committee or an employee of the Company during the ContractPeriod, the Contractor shall promptly notify the Superintendent.29.8 The Contractor’s failure to provide adequate manpower for the performance of the Servicesfor any reason including its non-compliance with all or any of the laws, rules and regulations(including Ministerial Orders) practices and procedures pertaining to the recruitment of localand foreign labour shall not entitle the Contractor to an extension of time, postponement ofthe Date for Commencement or an extension of the Contract Period.29.9 The Contractor shall not be entitled to reimbursement of any loss incurred by it as a result ofchange to any law during the period of delay where the Contractor fails to complete theServices by the date for completion specified in the Contract where such delay is due to itsacts or omissions.30. TRANSPORTATION AND CARRIAGE PRIORITIESThe Contractor shall use Kuwait Airways Corporation (“KAC”) or the respective nationalairline of the country of such employees, agents or representatives or the country exportingthe goods in the event air travel of Contractor’s employees, agents and representatives, or airfreight of goods, is required or becomes necessary for the performance of the Contractor’sobligations under the Contract. Where flights of either KAC or the national airline are notMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 33 of 52available or fully booked, the Contractor shall cause carriage arrangements to be undertakenand documented by KAC.31. DATE FOR COMMENCEMENT AND FAMILIARISATION31.1 The Superintendent, unless otherwise specified in the Contract Specification, shall advise theDate for Commencement to the Contractor giving not less than seven (7) days notice and theContractor shall commence the Services from the Date for Commencement, and shall proceedwith the Services with due expedition and without delay.31.2 The date for commencement for an individual Service Order shall be as specified therein.31.3 The Contractor, where prior to the Date for Commencement is required to adhere to afamiliarisation programme specified in the Contract Specification, shall so familiarise itselfwith the Services that it may assume full responsibility for them from the Date forCommencement. Failure by the Contractor to perform such familiarisation shall constitute afundamental breach of the Contract and the Company may terminate the Contract forthwithdespite the Contractor having been advised of the Date for Commencement. All costsassociated with and incurred by the Contractor during the familiarisation period shall bedeemed to have been built in the Contract Price and no additional costs shall be due to theContractor unless specifically provided otherwise in the Contract Specification.31.4 The Contractor, during the familiarisation period, shall coordinate and liaise closely with theincumbent contractor to ensure a smooth and efficient takeover and, prior to commencementof the familiarisation period, the Contractor shall ensure it establishes its administrativeheadquarters.31.5 The Company, on performance of the familiarisation by the Contractor shall issue, but notbefore the Date for Commencement, a Takeover Certificate in respect of the Services, if in theCompany’s opinion the Contractor has acquired the requisite standard of proficiency andprovided the minimum manpower and equipment specified in the familiarisation programmeand all the incumbent Contractor’s personnel may be withdrawn without prejudice to theefficiency of the Company’s facilities. Where the Contractor has been issued a TakeoverCertificate without all the Contractor’s personnel and equipment having been made availablein accordance with the Contract the Contractor shall be liable for such shortages as per theterms of the Contract.31.6 “Services”, for the purposes of this clause only shall exclude from the meaning assigned to itin clause 1, the performance of familiarisation obligations of the Contractor pursuant to theprovisions of this clause 31.32. WORKING HOURS32.1 The Contractor shall perform the Services at the Site from 0700 hours to 1500 hours or such otherhours as permitted by the Superintendent subject to a maximum of eight (8) hours daily Sundaythrough Thursday except:32.1.1 during Ramadan when the working hours, Sunday through Thursday shall be 0830 hoursto 1430 hours or as directed by the Company subject to a maximum of six (6) hours;March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 34 of 5232.1.2 on Company holidays as may be declared from time to time when no work shall becarried out. However, the Contractor shall perform the work on Company rest days; and32.1.3 Where the Contractor is ordered to carry out emergency work, such work shallcommence immediately and shall be carried out by the Contractor continuously workingtwenty four (24) hours a day unless otherwise instructed by the superintendent.32.2 The Contractor, shall adhere strictly to the working hours specified in clause 32 and shall notcarry out any work outside these hours (other than during the hours referred to in the ContractSpecification) without the Superintendent’s prior permission or direction and any Services sopermitted or directed shall be paid for by the Company at the applicable rates. The Company maynot permit the execution of particular items of work requiring special inspection which generallyshall only be executed during normal working hours only.32.3 Any cost incurred by the Contractor, for purpose of complying with the labour law provisionsconcerning working hours, holidays and rest day (including the cost of overtime and the provisionof relief personnel), shall be borne by the Contractor and shall be deemed to have been includedin the Contract Price. Only overtime worked in excess of the Contract working hours shall bepaid in accordance with the Contract Price as may be specified in the Contract therefor. TheContractor shall not be entitled to claim travel time and all costs incurred by the Contractor as aresult thereof shall be deemed to be included in the Contract Price.33. PROGRAMME OF WORK AND REPORTING33.1 The Contractor shall, within a period not exceeding seven (7) calendar days from the date andyear stated in the recital of the Memorandum of Agreement, submit to the Superintendent forapproval a fully detailed programme of work based upon the preliminary work programmesubmitted with its tender. The detailed programme may be in the form of a bar chart detailingthe sequence, duration and phasing of the various stages of the Services and the manner inwhich these shall be executed. The detailed programme once approved shall not be amendedwithout the prior written approval of the Superintendent.33.2 The Contractor shall report the actual progress of the Services by reference to the Programme.The format of progress reports and their frequency shall be agreed with the Superintendent.Generally the report shall include:33.2.1 details of manpower and equipment used;33.2.2 schedule of milestones and percentage completion of each activity;33.2.3 summary of achievements for the reporting period and planned activities for the nextreporting period; and33.2.4 issues that have caused or may cause delays and the proposed measures taken by theContractor to mitigate the delay and regain the schedule.33.3 If the Contractor fails to comply with this clause, the Company shall be entitled to withholdpayment of the Contract Price and any certified portion thereof.34. SOFTWARE LICENSE, COMPATIBILITY AND DOCUMENTATIONMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 35 of 5234.1 The Company is granted perpetual license of the software specified in the TechnicalSpecification and supplied by the Contractor.34.2 The Contractor agrees to maintain compatibility with future releases of the software ascurrently supplied, licensed and installed at the Site.34.3 The software supplied by the Contractor shall be able to handle Kuwaiti currency (KuwaitiDinar) and other currencies without need for any Customisation in the software, and wheresuch Customisation is needed, its cost shall be deemed included in the Contract Price.34.4 Prior to the issuance of the System Installation Certificate, the Contractor shall provide theCompany with a full sets of all relevant documents necessary for the operation of the Systemin hard copy and two copies on compact discs.34.5 The Contractor shall regularly inform the Company of new releases, updates or upgrades ofthe software and shall install such new releases, updates or upgrades. The Contractor shalldeliver to the Company all media and documentation of such releases, updates or upgrades.34.6 The Contractor shall deliver to the Company all relevant technical news bulletins as and whenpublished.35. ACCEPTANCE CRITERIA35.1 Within fifteen (15) days from the Date for Commencement, the Contractor shall, by referenceto clauses 13.8 and 21, submit for the approval of the Company, detailed programme oftesting procedures and Acceptance Criteria based on the hardware and softwaremanufacturer’s specification; the Technical Specification detailed in the relevant appendices;and the applicable international standards.35.2 Acceptance Criteria may be modified, enhanced and further developed by the Contractorduring the course of the Contact in consultation with the Company, prior to the issue of theCertificate of Completion of the relevant Stage.35.3 Failure to comply with clauses 35.1 and 35.2 shall entitle the Company to withhold paymentof the Contract Price and any certified portions thereof.35.4 When the System or the Services or portion of the Services are ready for testing, theContractor shall demonstrate that they operate in accordance with the Acceptance Criteria.36. VARIATIONS36.1 The Superintendent may make any Variation to the Services or any part of the Services thatmay, in his opinion, be necessary and may instruct the Contractor, without limitation, to doany of the following:36.1.1 increase the quantity of any work included in the Contract within such limits as maybe defined by the Company;36.1.2 change the character or quality or kind of any work or the specification of material, orthe design or drawing of any part of the Services;March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 36 of 5236.1.3 change the levels, lines, position, dimensions of any part of the Services;36.1.4 execute additional work of any kind necessary for the completion of the Services; or36.1.5 decrease or omit part of the Services.36.2 The Company shall issue an Adjustment Order adjusting as applicable, the Contract Price; theContract Period; and any other obligation of the Contractor under the Contract.36.3 Where the proposed Variation is only for adjustments under clause 36.1.5, the AdjustmentOrder may be issued by the Company without the Contractor’s consent or signature.36.4 The Contractor, subject only to the terms of clause 36.7, shall not execute a Variation withoutan Adjustment Order. An Adjustment Order shall in no way affect the rights or obligations ofthe Parties except as expressly provided. All provisions of the Contract shall apply toVariations.36.5 Evaluation of Variations36.5.1 Any adjustment to the Contract Price resulting from a Variation shall be calculated asfollows:a) by evaluating each item of work and its estimated quantity applying the rateor price specified in the Contract for the item;b) where no rate or price is not specified in the Contract, by applying the ratespecified for similar work item, if in the opinion of the Superintendent, the sameis applicable;c) where the Contract does not contain any rate or price as specified in clauses36.5.1 (a and b) shall be derived from reasonable cost of executing the work asappropriate in the circumstance;d) where using the Contract unit rates results in more than one valuation for aVariation, the Superintendent shall have the discretion to select the lowestvaluation. The resultant adjustment to the Contract Price shall be effected by theissue of an Adjustment Order.36.5.2 The Company, where it instructs a Variation under clause 36.1.5, the Contractor shallbe entitled to payment for work begun and executed up to the date of receipt of theCompany’s instructions.36.5.3 The Contractor, pursuant to the Company’s instructions under clause 36.1.5 shall notbe entitled to claim compensation for any work done or expenditure incurred contraryto the Contract or for loss of anticipated profit.36.6 The Superintendent, if in his opinion it is necessary or desirable, may order any work orServices to be carried as a Variation ordered under clause 36 on day work basis. TheContractor shall then be paid for such work or Services under the conditions and at the unitrates included in the Contract or if no rates have been included, at such rates as theSuperintendent shall determine as being reasonable.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 37 of 5236.7 The Contractor, in the event that any Variation is urgent and the performance of the Servicescannot, in the sole opinion of the Superintendent, proceed unimpeded due to time involved inprocessing an Adjustment Order, shall carry out a Variation after receiving an order from theSuperintendent specifying the effect thereof (if any) on the Contract Price, and the ContractPeriod as agreed with the Contractor pursuant to clause 36.2. The Parties, as soon aspracticable thereafter, shall sign an Adjustment Order. The Contractor, where it carries outany Variation other than in accordance with this clause shall be to its account.36.8 The Contractor shall not be entitled to additional costs or to an extension of the date forcompletion in respect of Services already commenced or executed which have not beencarried out in accordance with this clause 36.36.9 Where issue of any instruction to vary the Services is necessitated by some default or breachof the Contract by the Contractor or for which it is responsible, any additional costattributable to such default shall be borne by the Contractor.37. CONTRACT PRICE37.1 The Contractor shall be deemed to have satisfied itself before submitting its bid as to thecorrectness and sufficiency of its bid for the Services. The Contract Price shall cover properallowance for all risks, liabilities and obligations set out or implied in the Contract.37.2 The Contractor shall remain liable to perform all of its obligations under the Contract,notwithstanding that it did not foresee any matter which has affected or may affect theperformance of the Services. In particular, the Contractor shall not be entitled to make anyclaim for additional cost in the event of any misunderstanding by the Contractor in respect ofany matter relating to the Services.37.3 The Contract Price is a fixed price or rates and shall not be adjusted except where permittedby and in accordance with this Contract.37.4 The Contract Price shall not be subject to any adjustment due to fluctuation in the cost ofpersonnel, material, equipment, vehicles, freight, transport, insurance, foreign currencies orany other input to the Services which the Contractor is responsible for providing under theContract.37.5 The Company shall not be liable to pay any extra sum over the Contract Price towards licensefee and royalty for the use of any product or software provided by the Contractor, nor shallthe Contractor be entitled to claim for any work done or any expenditure incurred which isnot in accordance with the Contract.37.6 The provisions of clauses 37.1 to 37.5 shall apply to the schedule of unit rates contained inthe Contract for purpose of valuation of Variations, and are inclusive, but not limited toprovision of all material, equipment (including testing equipment), transportation, qualitycontrol and inspection, tools, consumables, wages, overtime payment, bonuses, overheads,profits, insurance, mobilisation, demobilisation, and all other costs for fulfilling theContractor’s obligations under the Contract.37.7 The Company may adjust the Contract Price pursuant to the provisions of this Contract, includingby way of deduction from the Contract Price, all extra costs or damages incurred by theMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 38 of 52Company, resulting from any error or deficiency in the Services, and any shortfall shall be a debtowing to the Company by the Contractor.37.8 Provisional Sum37.8.1 The Provisional Sum shall be used, in whole or in part or not at all, in accordancewith the Company’s instructions and the Contract Price adjusted accordingly by wayof an Adjustment Order.37.8.2 Any adjustment to the Contract Price resulting from the Company’s instructionpursuant to clause 37.8.1 shall be calculated in accordance with clause 36. TheContractor shall as necessary in support of the expenditure of any Provisional Sum soinstructed, provide such details and substantiation through quotations, invoices,vouchers, receipts and accounts as directed by the Company.37.9 Not-to-Exceed Value37.9.1 The Not-to-Exceed Value is the total cumulative expenditure under the Contract notexceeding the sum stated in the Contract Specification. This amount constitutes theContract Price and the Provisional Sum.37.9.2 The Contractor shall inform the Superintendent immediately it reasonably considersthat the actual cost of the Services is likely to exceed the Not-to-Exceed Value andshall, if instructed by the Superintendent, recommend methods to reduce or hold costswithin the Not-to-Exceed Value.37.9.3 The Contractor acknowledges that it has the duty of care to take all reasonable stepsto ensure that the cost of the Services does not exceed the Not-to-Exceed Value.37.9.4 The Superintendent may adjust (increase or decrease) the Not-to-Exceed Value byissuing an Adjustment Order.37.9.5 The Not-to-Exceed Value shall not be construed as a commitment or a guarantee bythe Company to request Services from the Contractor that would incur expenditure upto the Not-to-Exceed Value.38. METHOD OF PAYMENT38.1 PaymentIn consideration of the satisfactory execution of the Services, the Company shall pay theContractor the Contract Price based on the rates and terms stated in the Contract Specification andthe relevant appendices.38.2 Method38.3 TimeThe Contractor shall submit its invoices to the Company’s Accounts Payable claimingpayment for the Services executed according to the payment schedule in the ContractSpecification.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 39 of 52The Company shall make payment, as certified, within one (1) month from receipt of theContractor’s invoice to a bank account nominated by the Contractor.38.4 Effect of Payment of Contract Price38.5 ErrorsThe Contractor acknowledges that any payment in part or in total, of the Contract Price does notconstitute an acceptance by the Company of the Services and does not amount to waiver of anyright or action which the Company may have at any time against the Contractor.In case of an error in the calculation or a dispute in the invoice, the undisputed amount shallbe released for payment and the disputed amount shall be withheld by the Company forprompt clarification with the Contractor, and released once clarified by the Contractor andfound acceptable by the Company.39. INTELLECTUAL PROPERTY RIGHTS39.1 General39.1.1 Neither Party shall:(a)(b)have the right to use, directly or indirectly, the other Party's IntellectualProperty Rights other than as permitted under this Contract; oracquire any right or title to the other Party's Intellectual Property Rights,unless otherwise expressly stated in this Contract.39.2 Each Party shall, at its own expense, do and procure to be done all things as are necessary togive full effect to the provisions of this clause 39.39.3 Ownership of Intellectual Property Rights39.3.1 The Contractor shall retain ownership of:a) all its pre-existing Intellectual Property Rights including, without limitation,the Intellectual Property Rights in any pre-existing data, materials,technology or tools supplied by the Contractor in the course of performingthe Services or any other obligation under the Contract; andb) any enhancements of the Contractor's existing Intellectual Property Rightswholly developed by the Contractor.39.3.2 The Company shall retain ownership of:March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 40 of 52a) all its pre-existing Intellectual Property Rights including the IntellectualProperty Rights in any Company supplied item and any pre-existingCompany data, materials, technology or tools;b) any Intellectual Property Rights produced by or on behalf of the Companyentirely independently of this Contract; andc) any enhancements of the Company's existing Intellectual Property Rights.39.3.3 The Contractor, where it specifically develops a software application based onCompany procedures shall not be entitled to use such software application for anyother purposes.39.4 Infringement and Indemnity39.4.1 The Contractor shall defend, protect, indemnify and hold harmless the Company fromand against any losses howsoever incurred by the Company arising out of or inconnection with any claim that the Contractor's (and Subcontractor's) supply ofServices (including, without limitation, the supply to the Company of engineeringdesign, equipment, Consumables, materials or processes as part of the Services)and/or the Contractor's performance of any obligation under the Contract infringesany Intellectual Property Right, except to the extent that:a) the Company had prior knowledge of the infringement and consented thereto;b) the infringement was caused solely by the Company's material breach of anyprovision of this Contract;c) the infringement necessarily arose from Confidential Information providedby the Company or compliance with any specifications required by arelevant Service Order or the express instructions of the Company.39.4.2 The obligations of the Contractor in clause 39.4.1 above shall extend (withoutlimitation) to any physical or financial loss (including consequential loss) howsoeverincurred (whether direct or indirect and including compensatory damages for idletime or lost business opportunities) and whether or not consequent upon any judicialjudgment, order, injunction or other award or any formal settlement of proceedings.39.4.3 The Contractor shall:a) use all reasonable endeavours to identify any infringement of any IntellectualProperty Rights;b) notify the Company promptly of any allegation of infringement ofIntellectual Property Rights;March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 41 of 52c) make no admission without the Company's prior consent;d) subject to clause 39.4.3(e) have the right, at its sole cost, to take control of,conduct and settle such claim; ande) at Company's request from time to time, allow the Company to conduct or (asthe case may be) settle all negotiations and legal actions (including nonjudicialdispute resolution) and give the Company all reasonable assistance inrelation thereto, provided always that any sums incurred or recovered in anynegotiations or legal actions conducted or settled pursuant to this clause39.4.3(e) shall be for the Company's own account.39.4.4 Notwithstanding the foregoing, in no event shall the Contractor be entitled to agree toany non-monetary settlement on the Company's behalf without the Company's priorconsent.39.5 The Company shall be entitled to receive full and prompt information about the progress ofany claim in respect of which the Contractor has assumed control under clause 39.4.3(d), atits own cost, to retain its own legal advisers in relation to the same.39.6 The Contractor may, at its expense, substitute by non-infringing Services, materialsor processes or modify any infringing Services, materials or processes, so that theybecome non-infringing, provided that such substituted or modified Services, materialsor processes (as applicable) meet all the requirements of the Contract and have beenapproved by the Company in advance.39.7 The provisions of this clause 39 shall survive termination or expiry of the Contract.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 42 of 5240. CONFIDENTIALITY40.1 The Contractor shall hold Confidential Information strictly confidential and shall not discloseConfidential Information to any person, including any affiliate of the Contractor, without theprior consent of the Company. Subject to the exceptions specified in this clause 40.1, theContractor shall take all reasonable measures to protect the confidentiality of suchConfidential Information. Except as is necessary to enable the Contractor to perform itsobligations under the Contract, the Contractor shall not, without the prior agreement of theCompany, use reproduce, copy, disclose to, place at the disposal of or use on behalf of theContractor or any third party or enable any third party to use, peruse or copy any of theConfidential Information, including drawings, data and computer software which:40.1.1 Is provided to the Contractor by or on behalf of the Company or in relation to theContract;40.1.2 becomes the property of or vested in the Company in accordance with the Contract;or40.1.3 the Contractor prepares in connection with the Services.40.2 If the Contractor discloses any of the Confidential Information to any third party under theprovisions of clause 40.1, the Contractor shall be responsible for ensuring that such thirdparty maintains such Confidential Information, complies with this clause, and returns ordestroys the Confidential Information upon completion of the third party's use necessary forthe Contractor's performance of the Services hereunder. The Contractor shall preventConfidential Information from inappropriately leaving the Site and the Contractor's premises.The Contractor shall provide the Company with lists of the names of any third parties towhom the Confidential Information is disclosed with the date of disclosure, date of return ordestruction, and each and every location of the Confidential Information and each copythereof.40.3 Each member of the Contractor shall take all reasonable measures to protect theconfidentiality of the Confidential Information, provided that the provisions of clause 40.1and clause 40.2 shall not apply to Confidential Information which:40.3.1 is or becomes available to the public domain through no act or omission of theContractor;40.3.2 was in the possession of the Contractor prior to the Contract and which was notsubject to any obligation of confidentiality;40.3.3 was received from a third party whose possession of such Confidential Information islawful and who is under no obligation not to disclose; orMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 43 of 5240.3.4 is required to be disclosed to comply with the requirements of Law or any applicablelaw in any jurisdiction or any government or regulatory body having properjurisdiction over the Services or the Contractor, or by the rules of any stockexchanges on which the shares of the Contractor are listed.40.4 The Contractor shall ensure incorporation of the provisions of this clause 40 into anySubcontract and compliance by any Subcontractor.40.5 All information provided by the Contractor to the Company which the Contractor wishes toremain confidential shall be clearly marked as being confidential ("ContractorInformation"). The Company shall nevertheless be entitled, subject to such Contractor'sconsent, which shall not be unreasonably withheld or delayed, to use and disclose any suchContractor Information to third parties to the extent necessary for the execution andmaintenance of the Services to be performed or in relation to any statutory or other legalrequirement.40.6 All data, logs, charts, drawings, tracings, documents, calculations, computer printouts anditems of a similar nature, produced or developed in connection with the Services shall beCompany's property, and shall be furnished to the Company at the Company's request and notlater than completion of the Services.40.7 Notwithstanding the foregoing, the Parties agree that all Intellectual Property Rights in theContractor's existing manufactured products are and shall remain vested in the Contractor,and the Contractor shall not be required to furnish any detailed manufacturing informationpertaining thereto.40.8 The Contractor acknowledges and agrees that, in the event of any breach or threatened breachof the confidentiality provisions of the Contract, the Company would be irreparably andimmediately harmed and could not be made whole by monetary damages recoverable underthe Contract. Accordingly, in addition to any other remedy to which the Company may beentitled at Law, and notwithstanding any other provision in the Contract, the Company shallbe entitled to an injunction or injunctions (without the posting of any bond and without proofof actual loss) to prevent breach(es) or threatened breach(es), of, or to compel specificperformance of, the provisions of this clause 40, and that neither the Contractor nor itsrepresentatives shall oppose the granting of such relief in any court of competent jurisdictionprovided the request for injunction by the Company is reasonable. For the purpose of thisclause 40.8, the Contractor hereby irrevocably agrees to submit to the non-exclusivejurisdiction of any court or tribunal of competent jurisdiction in which a claim for injunctionis brought. Such an application for injunctive relief may be made either to the courts ofKuwait in accordance with clause 53 or to any other court of competent jurisdiction. In theevent such injunctive relief is sought, the losing Party agrees to reimburse the prevailing Partyfor all costs, including reasonable legal advisers' fees, incurred by the prevailing Party.40.9 The provisions of this clause 40 shall survive termination or expiry of the Contract.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 44 of 5241. CONTRACTOR’S DEFAULT41.1 The Company, after giving seven (7) days advance notice to the Contractor, may expel theContractor and terminate the Contract without need for any judicial proceedings, if theContractor becomes bankrupt, or has a receiving order made against it, or has filed abankruptcy petition, or makes arrangement with or assignment in favour of its creditors, oragrees to carry out the Contract under a committee of inspection of its creditors or, being acorporation, has gone into liquidation (other than a voluntary liquidation for the purposes ofamalgamation or reconstruction), or has had an execution levied on its goods, or generally, ifanything arises to indicate to the Company that the Contractor is financially insolvent.41.2 The Contractor shall be considered in default if:41.2.1 without prior approval of the Company, assigns the Contract or subcontracts the Servicesor any part thereof;41.2.2 has abandoned the Contract;41.2.3 without reasonable excuse acceptable to the Company, has failed to mobilise fully inorder to commence the familiarisation or has failed to familiarise itself to commence theServices or has suspended the performance of the Services;41.2.4 is slow in executing the Services or has failed to proceed with the Services with duediligence;41.2.5 has failed to remove material from the Site, or to pull down and replace work or Services,which have been rejected by the Superintendent;41.2.6 has not executed the Services in accordance with the Contract or has persistently orflagrantly neglected its obligations;41.2.7 has failed to pay the minimum take-home pay to its personnel if so specified in theContract;41.2.8 has failed to comply with health, safety and environment related obligations; or41.2.9 has failed to perform any of its obligations under the Contract.41.3 The Company, where the Contractor is in default, may give the Contractor notice specifyingthe default and the time within which to remedy the default. It the Contractor fails to remedythe default within the period stated in the notice, the Company may without further notice orjudicial proceedings and without prejudice to any other rights and remedies the Companymay have under the Contract or the Law either:41.2.1 as liquidated damages, reduce, if applicable, by up to 10% of the Contract rates for theServices rendered during the period of breach; orMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 45 of 5241.2.2 summarily terminate the Contract, part or portion of the Services without the need forjudicial proceedings where the Contractor:41.3 The Company, may in the event it exercises its rights under clause 41.1 or 41.2, maycomplete the Services or employ other contractors to complete the Services and in so doingthe Company or such other contractor may use any of the equipment, and unused material(being originally the property of the Contractor) as it may think proper and the Company shallnot be responsible to the Contractor or third parties for whatever damage or loss of value suchproperty may sustain or for payment of any amount that may be due to third parties thereon orpayment of any rent therefor whether to the Contractor or third parties, and may at any timeattach or attach and sell any or all of those equipment and unused material and shall hold theproceeds of the sale to the credit of the Contractor or apply them in or towards the satisfactionof any sum due or which may become due to the Company under the Contract.41.4 The Company, where the Contractor fails to mobilise fully in order to commence thefamiliarisation or to commence the Services in accordance with clause 31, without prejudiceto any other remedy available under this clause 41, may have the Services carried out by athird party until the Contractor is fully mobilised, the cost of which plus 10% as liquidateddamages towards administrative cost shall be recoverable by the Company as debt due fromthe Contractor.41.5 Where the Services pursuant to clause 41.4 have been carried out by a third party, theCompany may reduce the Contract Period by a length of time equivalent to the time theServices were performed by the third party without the need to issue an Adjustment Order.41.6 The Company, where the Contractor has failed to carry out any work required under theContract or refused to comply with any instruction of the Superintendent in accordance withthe Contract within a specified reasonable time, may carry out such work by itself or byemploying another contractor, without prejudice to any other remedy available under theContract or the Law. All additional expenditure incurred by the Company as a result ofcarrying out such work shall be recoverable from the Contractor. The Contractor, where theCompany has incurred any expense in executing the Services as a result of the Contractor’sfault, shall accept as conclusive evidence the statements of the Company with respect to theamounts paid and expenses incurred by the Company in executing the Contract and allmatters relating to it. Likewise, any contract concluded between the Company and thirdparties for this purpose shall form a basis for settlement.41.7 Where the Contractor, during the performance of the Services, is in breach of its obligations, theCompany may give the Contractor notice in writing specifying the breach and the time withinwhich to remedy the breach. If the Contractor fails to remedy the breach within the period statedin the notice, then the Company may without further notice or judicial proceedings and withoutprejudice to any other rights and remedies the Company may have under the Law or the Contracteither:March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 46 of 5241.8 The Company, notwithstanding any provision to the contrary, may recover any amount due tothe Company under the Contract, including overpayments, liquidated or other damages, costand expenses incurred, shall be recoverable without judicial proceedings by deduction fromthe Performance Bond or any money due or becoming due to the Contractor under this or anyother contract with the Company whether or not the Company has exercised its rights oftermination in accordance with this clause 41.41.9 The rights and remedies of the Company provided by this clause 41 are in addition to anyother right and remedy provided by Law or under the Contract.42. OPTIONAL TERMINATION42.1 The Company, at any time without cause, may terminate the Contract by giving theContractor a notice. Such notice shall specify the effective date of termination should it bedifferent from the date of the notice and the Contractor shall cease all work on that date andthereafter shall do only such work as may be necessary to preserve and protect the Servicesand material provided for incorporation in the Services until the date of handing over to theCompany.42.2 The Contractor, upon termination by the Company under clause 42.1, shall promptly removefrom the Site, all equipment and vehicles supplied by it for the Services and in the event of anyinjury or damage caused by such removal, shall be liable in accordance with clause 25.42.3 The Company, upon termination of the Contract under this clause 42 provided that suchtermination is not occasioned by any breach or default on the part of the Contractor, shall payto the Contractor in full and final satisfaction of all claims and entitlement of the Contractorarising out of or in connection with termination of the Contract (after subtracting any amountalready paid by the Company), as follows:March 201142.3.1 the Contract Price of the Services completed at the date of termination;42.3.2 the value of work begun and executed but not completed at the date of suchtermination;42.3.3 the cost of material or goods properly ordered for the Services for which theContractor shall have paid or shall be liable to pay provided these are handed over tothe Company and are of a quantity and quality acceptable to the Company;42.3.4 the reasonable cost of removal of equipment, vehicles and material; and42.3.5 the reasonable overhead costs to which the Contractor has committed itself solelywith respect to the performance of the Contract and which the Contractor candemonstrate conclusively are impossible to avoid subsequent to termination.42.3.6 The Contractor shall upon such termination and to the extent required by theCompany execute and deliver to the Company all documents, reports, product

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 47 of 52manuals, procedures, computer programs, and any and all documents related to theServices that were originally developed for the Company whether or not these werecompleted or in the course of preparation.42.3.7 The Contractor, where the Company has terminated the Contract under clause 42,shall not be entitled to claim compensation for any loss of anticipated profit.43. EARLY COMPLETION OF CONTRACT43.1 Where the Contract is a service type such as for providing maintenance and where prior to theexpiry of the Contract Period, the Not-to-Exceed Value has been consumed and noAdjustment Order has been issued by the Company in accordance with clause 36, theContract shall be deemed completed. In such an event, the Contractor shall not be entitled toany claim against the Company, and the condition of both Parties signing the AdjustmentOrder in such an event shall not apply.43.2 The provisions of clause 43.1 shall also apply in the last Stage of the Contract if such Stage isfor providing maintenance.44. FORCE MAJEURE44.1 Force Majeure shall be any event or occurrence starting after the date of this Contract, whateverthe origin, which cannot be foreseen and is beyond the control of, and cannot be circumvented by,the Party affected, and which renders the performance of the obligation impossible. ForceMajeure shall exclude, amongst others, inclement weather; congestion of orders or strike at amanufacturer’s plant; an oversold condition of the market; lack of manpower; lack of material;inefficiencies of the Contractor; its Vendor or Subcontractor of any tier; or similar occurrence.44.2 Neither Party shall be considered in default of its obligations hereunder if the performance ofthese obligations is delayed, hindered or prevented by Force Majeure provided that within seven(7) days after the start of an event or occurrence claimed as Force Majeure the Party affected byForce Majeure gives the other Party notice of such event or occurrence and that immediate stepsare taken by the affected Party to mitigate where possible the effects of the event or occurrence.44.3 The Contractor, where it is delayed in performance of the Services by an occurrence it believes tobe Force Majeure, and the Contractor cannot avoid or prevent such delay in any way whateverand provided the Contractor has given notice to the Company as specified in clause 44.2, then theCompany, if it agrees, will give notice to the Contractor confirming the existence of ForceMajeure and will authorise the issue of an Adjustment Order as may be necessary. Such noticemay not be unnecessarily withheld or delayed.44.4 The Contractor, notwithstanding any provision to the contrary, shall not be entitled to anyadditional cost of whatever nature as a result of Force Majeure or due to extension of time grantedby the Company to the Contractor under this clause 44.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 48 of 5244.5 Either Party, in the event that Force Majeure notified in accordance with clause 44.2, preventsperformance of the whole Services or substantially the whole of the Services for a continuousuninterrupted period of ninety (90) days, the Contractor shall have the right on giving notice tothe Company, to terminate the Contract, and such termination shall be treated as a termination bythe Company in accordance with clause 42.44.6 Notwithstanding any provision herein to the contrary, the Contractor shall not be entitled to anyadditional costs of whatever nature under this clause 44.45. LIQUIDATED DAMAGES45.1 The Contractor, where it:March 201145.1.1 fails to supply the personnel as specified in the Contract;45.1.2 fails to provide equipment and material as specified in the Contract;45.1.3 fail to complete a specified service or work within the period specified in theContract;shall pay to the Company the sum specified in the Contract Specification as liquidateddamages for such default, and not as a penalty, for each day of the period of default and/or theactual date of completion of the specified service or work. The payment of such damagesshall not relieve the Contractor from its obligations to complete the Services or any of itsobligations under the Contract.45.2 The Contractor, where it fails to complete a Stage or a portion of the Services within the timestated in the Contract Specification, or as extended pursuant to the Contract, shall pay to theCompany the amount of the liquidated damages referred to in the Contract Specification foreach day of delay until the issue of the relevant Certificate.45.3 Where the Contractor does not remedy any fault within the allowable downtime or does notcomply with the Service Levels referred to in the Contract Specification, the Company maywithout further notice or judicial proceedings deduct from monies due to the Contractor theamount of the liquidated damages referred to in the Contract Specification until such time asthe Contractor has remedied the fault.45.4 Where the Company notifies the Contractor of any Defect, deficiency, fault or error which is theresponsibility of the Contractor, the Contractor shall at no extra cost to the Company forthwithrectify the fault, or at the Company’s option shall reimburse the cost of such rectification to theCompany.45.5 The Company, without prejudice to any other method of recovery and without the need forjudicial proceedings, may deduct the amount of liquidated damages from any money in itshands due or which may become due to the Contractor. No prior notice shall be required forthe application of liquidated damages which shall become due and payable by the mere event

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 49 of 52of delay. The payment or deduction of such damages shall not relieve the Contractor from itsobligation to complete the Services or from any of its other obligations and liabilities.45.6 Nothing in this clause 45 shall operate to limit or restrict any other right and remedy availableto the Company in Law or under the Contract.46. TIME LIMITATION ON CLAIMS, DELAY AND EXTENSION OF TIME46.1 The Contractor, where it considers that it is entitled to make a claim under the Contract for anextension of time or an adjustment to the Contract Price, shall:46.1.1 within seven (7) days of becoming aware of such event or circumstance, give writtennotice to the Company that it intends to make a claim, which notice shall include thefollowing details:a) brief particulars of the events or circumstances giving rise to the claim;b) the specific clause under the Contract on which such claim is based; andc) the measures the Contractor has taken or proposes to take to avoid or mitigatethe effects of any delay.46.1.2 within thirty (30) days of becoming aware of such event or circumstance, or wheresuch event or circumstance is still ongoing, as soon as practicable thereafter, submitto the Superintendent in writing the details stating quantities, cost valuation and timeimpact as may be applicable.46.2 The Contractor shall constantly endeavour to prevent delays to the performance of theServices and shall diligently investigate and inform the Superintendent of possible methods toovercome potential or actual delays.46.3 The Contractor, except where expressly permitted under the Contract, shall not be entitled toan extension of time to the Date for Commencement in respect of any delay to the progress ofthe Services.46.4 The Contractor shall immediately upon becoming aware of any likely delay (or thecommencement of any delay) to the Services serve a notice of the delay on theSuperintendent, giving as complete details of the delay as possible with all supportingdocuments and a reasonable estimate of the delay or likely delay to the progress of theServices.46.5 The Contractor, where the delay is a delay event entitling it to claim an extension of time,shall inform the Superintendent in the notice of delay of any extension of time it considers itis entitled to claim.March 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 50 of 5246.6 The Superintendent shall as soon as practicable issue instruction to the Contractor in respectof the delay.46.7 The Contractor’s sole entitlement to reimbursement of any delay cost and loss incurred by itdue to delay caused by any act or omission by the Company (but not for any other delayevent) shall be the direct loss the Contractor proves to the satisfaction of the Company that ithas suffered.46.8 Where there is concurrent delay by both the Company and the Contractor, the predominantcause of delay, as determined by the Superintendent, shall be regarded as the cause of delay tothe progress of the Services.46.9 It is a condition precedent to the Contractor’s entitlement to an extension of time and orCompany caused delay costs, as the case may be, that it complies with all the followingconditions precedent, namely, the Contractor:46.9.1 has complied with the time and notice provisions of clauses 46.1, 46.4 and 46.5;46.9.2 has made reasonable attempts to avoid or mitigate the delay (giving details);46.9.3 can reasonably demonstrate that its acts, breach, fault, negligence or omissions werenot the cause of any delay event;46.9.4 can establish to the satisfaction of the Company that the amount claimed, is the directcost and loss the Contractor has suffered as a result of the Company caused delay.47. PERFORMANCE BOND47.1 The Company, where it considers the Contractor in default or in order to recover monies due to it,may at any time without prior notice to the Contractor draw on all or part of the PerformanceBond.47.2 The Contractor shall keep the Performance Bond in its full value in the event of withdrawalthereon and at the Company’s direction increase the value of the Performance Bondproportionally with any increase in the Contract Price resulting from any Adjustment Order.47.3 The Contractor shall extend the validity of the Performance Bond until the issue of the certificateof completion of the whole Contract Services as further specified in the Contract Specification.48. DISCLAIMER AND CLOSURE OF ACCOUNTSOn expiry of the Contract and prior to release of the last payment under the Contract theContractor shall sign a disclaimer and closure of account statement worded in accordance with theattached specimen.49. AUDITMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 51 of 52The Contractor and its Subcontractor shall maintain, and ensure its Subcontractor maintains, acomplete and accurate set of records, sufficient to enable the Company to verify alltransactions between the Company and the Contractor. The Company shall have the right, atall reasonable times and from time to time until the expiry of two (2) years following thecompletion of the Contract, to inspect and audit the relevant records of the Contractor;provided, however, that the Contractor shall have the right to exclude from any suchinspection any audit trade secret, formula, process, and other proprietary or non-publicconfidential information. Should the results of any audit disclose any over-payment,appropriate adjustment shall be made; with the understanding that either Party reserves theright to question results of any such audit.50. CONTINUANCE OF THE SERVICES50.1 The Contractor at all times, notwithstanding any disagreement, dispute, protest or courtproceedings, relating directly or indirectly to the Services, shall proceed with the Services inaccordance with the determinations, instructions and clarifications of the Company. If theContractor fails to proceed with the Services, it shall be considered to be in default. During theperiod Contractor is proceeding with the Services it shall be paid the undisputed portion of anyclaim or payments due under the Contract as the case may be.51. SEVERABILITY51.1 If any provision of this Contract is or become invalid, illegal or unenforceable, the legality,validity or enforceability of the remaining provisions shall not in any way be affected orimpaired thereby and the Parties shall in such an event negotiate in good faith in order toagree the terms of a mutually satisfactory provision to be substituted for the invalid, illegal orunenforceable provision which as nearly as possible validly gives effect to their intentions asexpressed herein.51.2 If any provision of this Contract is or becomes invalid, illegal, inoperative or unenforceable, thelegality, validity and unenforceability of the remaining provisions shall not in any way be affectedor impaired thereby.52. NOTICES52.1 Any notice required to be given pursuant to this Contract shall be considered duly given if inwriting and delivered by hand, or if sent by sent by registered mail acknowledgment due tothe Contractor or the Company at their respective addresses stated in the ContractSpecification. Notices may also be given by telex or fax provided that confirmation of suchnotice given is received from the Party to whom the notice is addressed.52.2 The service of notice on the Superintendent and the Contractor’s representative as the casemay be shall be proper service of notice on either Party.53. GOVERNING LAWMarch 2011

GENERAL CONDITIONS FOR INFORMATION TECHNOLOGY CONTRACTS (Rev March 2011)Page 52 of 5253.1 The Contract shall be deemed to have been signed in Kuwait. It shall be construed and haveeffect in all respects in accordance with the laws of the State of Kuwait and both theCompany and the Contractor agree and accept that the Courts of Kuwait shall have exclusivejurisdiction to decide all disputes between the Parties. All reports and correspondence relatedto this Contract shall be in English._________________________________March 2011