CONTRACT NO.

66000XXXXX

SCHEDULE S
SAUDIZATION TERMS AND CONDITIONS

1. MANDATORY SAUDIZATION LEVELS

1.1 CONTRACTOR shall comply with the Saudization requirements regarding
employment and training of Saudi Arab CONTRACTOR Personnel as set
forth in this Schedule “S” for the entire duration of the Contract.
CONTRACTOR shall cause its Subcontractors to comply with the
Saudization requirements set out in this Schedule “S”. For the avoidance
of doubt, CONTRACTOR’s obligations under this Schedule “S” shall apply
to all CONTRACTOR Personnel. Further, CONTRACTOR shall not be
entitled to rely on the failure of any Subcontractor as an excuse for a non-
performance of any obligation hereunder.
1.2 Definitions of Groups
For purposes of recruitment, hiring, and training, Saudi Arab
CONTRACTOR Personnel shall be categorized into the following groups:
1.2.1 Group A shall be comprised of certified and/or degreed project
management and administrative personnel including managers,
field supervisors, and supervisors.
1.2.2 Group B shall be comprised of professionals including engineers,
architects, specialists, and construction field personnel who are
certified and/or degreed.
1.2.3 Group C shall be comprised of non-degreed certified technical or
skilled labor including technicians, craftsman, headman, operators,
drivers, and degreed or appropriately certified secretarial
personnel including clerks, computer operators, and schedulers.
1.2.4 Group D shall be comprised of unskilled labor including gardeners,
janitors, and laborers.
In case of uncertainty as to the assignment of particular Saudi Arab
CONTRACTOR Personnel to a group, the Company Representative shall
make the final determination as to which group the Saudi Arab
CONTRACTOR Personnel shall be assigned.
1.3 Required Minimum Saudization Levels
1.3.1 CONTRACTOR shall ensure that the actual level of Saudization for
the groups set forth in this Paragraph 1 shall not be less than the
minimum Saudization level required for each group in Attachment I
for the duration of the Contract. Only CONTRACTOR Personnel
directly involved in the performance of the WORK under this
Contract shall be considered for the purposes of determining the
minimum Saudization level of each group.

S-1
GA Projects
Revised 08/19
SCHEDULE S CONTRACT NO. 66000XXXXX

1.3.2 The minimum Saudization levels shall be computed including both

man-hours of WORK performed and man-hours of training
performed by Saudi Arab CONTRACTOR Personnel.
2. REPORTING TOTAL LEVELS OF SAUDIZATION
2.1 In addition to the detailed reports required by Paragraph 6, the
CONTRACTOR shall provide information on the actual and projected level
of Saudization (man-hours worked and training hours completed by Saudi
Arab CONTRACTOR Personnel and total man-hours worked by all
CONTRACTOR Personnel) broken down into groups set forth in
Paragraph 1. Such information shall be provided in a monthly basis as
part of the CONTRACTOR’s regular status report or in a separate ad-hoc
report as directed by the Company Representative.
2.2 CONTRACTOR shall also provide the information required in Paragraph
2.1 in an electronic form. The format for the report and the electronic form
shall be subject to acceptance by the Company Representative.
3. CALCULATIONS
3.1 In order to consider any CONTRACTOR Personnel as a Saudi Arab
national for purposes of Saudization calculations, CONTRACTOR shall
provide acceptable supporting documentation for such personnel which
shall include:
a) Valid GOSI Certification.
b) Copy of valid Government Identification card issued exclusively to
Saudi Arabian nationals.
The total number of Saudi Arab CONTRACTOR Personnel will be reduced
by the number of claimed Saudi Arab CONTRACTOR Personnel for which
CONTRACTOR fails to submit all documentation listed above.
3.2 All calculations and any resulting deduction shall be applied separately to
each group defined in Paragraph 1. Under no circumstances shall
exceeding the specified minimum percentage for one group be used as the
basis for eliminating or reducing a deduction for another group.
3.3 For each specified group, the actual level of Saudization for a particular
period shall be determined by dividing the total number of man-hours
actually worked or in training by qualified Saudi Arab CONTRACTOR
Personnel (who are either involved directly with performance of the WORK
or identified by CONTRACTOR as undergoing training related to the
WORK as set forth in the Saudization and Training Plan) by the total
number of man-hours worked by all CONTRACTOR Personnel directly
involved with performance of the WORK.
3.4 In the event the actual level of Saudization for a period is less than the
specified minimum level, the number of additional man-hours needed to
meet the minimum shall be the number of man-hours that must be added
to the number of hours of total combined work and training received by
S-2
GA Projects
Revised 08/19
SCHEDULE S CONTRACT NO. 66000XXXXX

Saudi Arab personnel to achieve the specified minimum percentage(s) set

forth in Attachment I.
EXAMPLE: If total required Saudization for group A is 30%, and in a
given period 1000 total hours of WORK and training are performed by
personnel of all nationalities in the group A category, then:
1) 30% of 1000 man-hours, or 300 total Saudized group A man-hours
are required for Saudi employees.
2) If the actual total Saudized group A man-hours (including actual
group A training hours) performed in the period is 250 man-hours, and
the per man-hour deduction for group A total hours is XX SR, then the
Saudization group A WORK deduction shall be 300-250, or 50 man-
hours, multiplied by XX SR.
4. DEDUCTIONS FOR INSUFFICIENT SAUDIZATION LEVELS
4.1 When the actual level of Saudization is lower than the required minimum
Saudization level for any group at any invoice period; the
CONTRACTOR’s invoice for that period shall be reduced by an amount
equal to the number of additional man-hours needed to meet the minimum
Saudization level (calculated in accordance with Paragraph 3) multiplied
by the corresponding deduction rate set forth in Attachment I.
4.2 The Parties agree that these deduction amounts are not a penalty but
reflect a premium for utilization of Saudi Arabian labor included in the
Contract Price.
5. DISAGREEMENTS
In the event of any disagreements as to whether the actual level of Saudization
for a particular period has been achieved for any group, the Company
Representative’s determination shall prevail.
6. DAILY ROSTERS, TIMESHEETS AND TRAINING REPORTS
6.1 CONTRACTOR shall provide the Company Representative with a daily
roster listing all CONTRACTOR Personnel for each specified group , their
work or training location, whether they are present for the day, and
whether they are Saudi Arabs or not. The rosters shall be provided to the
Company Representative by noon of each regularly scheduled workday for
the personnel working that day.
6.2 In order to determine the number of man-hours for Saudi Arab and non-
Saudi Arab personnel, the CONTRACTOR shall prepare daily timesheets
for actual worked hours for each group with reference to the provided daily
rosters. Copies of these timesheets and a summary in an electronic format
(worksheet or database) of all man-hours worked during the previous
month including a calculation of the actual level of Saudization shall be
provided to the Company Representative no later than ten (10) working
days from the beginning of the following month.

S-3
GA Projects
Revised 08/19
SCHEDULE S CONTRACT NO. 66000XXXXX

6.3 Training reports, including attendance sheets and supporting training

documents (such as training certificates or registrations), indicating the
total man-hours training completed by Saudi Arab personnel, shall be
submitted monthly for the preceding month in an electronic format such as
a spreadsheet, worksheet or database. These shall include a calculation
of the actual level of Saudization training and shall be submitted to the
Company Representative no later than ten (10) working days from the
beginning of the following month.
6.4 The formats for the daily roster, daily timesheets, and monthly summary
shall be subject to acceptance by the Company Representative. Such
acceptance shall not be unreasonably withheld.
7. OVERSTATEMENTS ON DAILY TIMESHEETS
If a verification performed by SAUDI ARAMCO shows a CONTRACTOR’s daily
rosters, timesheet and/or training report to have substantially overstated the
actual level of Saudization (for example, by reporting overstated work hours for
Saudi personnel or underreporting the number of non-Saudi personnel), SAUDI
ARAMCO may further deduct an amount equivalent to the number of man-hours
by which the rosters, timesheets or training report were overstated, multiplied by
the corresponding rate set forth in Attachment I and the number of working days
in the current invoice period.
8. VERIFICATION
The CONTRACTOR shall, and shall cause its Subcontractors to, assist the
Company Representative or his designated representative in performing any
verifications of presence, nationality, and/or job qualifications of any employees
listed for each specific group, through such actions as, but not limited to,
arranging for unique markings on hardhats or uniforms, providing copies of
documents demonstrating nationality and/or job qualifications, and providing
assistance on the Job Sites or training locations to identify and/or communicate
with the CONTRACTOR Personnel.
9. PROFESSIONS RESERVED FOR SAUDI NATIONALS
9.1 Human Resources Manager
CONTRACTOR shall appoint one (1) Human Resources Manager, who
must be a Saudi Arab national, and who shall be responsible for
CONTRACTOR’s compliance of the provisions of this Schedule “S”.
9.2 Saudization and Training Coordinator
9.2.1 CONTRACTOR shall appoint one (1) Saudization and Training
Coordinator, who must be a Saudi Arab national, and shall be
responsible for the following:
9.2.1.1 Ensure that Saudi Arab CONTRACTOR trainees are only
enrolled at training centers and institutes approved by
Saudi Arab Government or SAUDI ARAMCO.

S-4
GA Projects
Revised 08/19
SCHEDULE S CONTRACT NO. 66000XXXXX

9.2.1.2 Perform monthly visits to the training centers to provide

mentoring, counselling, and support to Saudi Arab
CONTRACTOR trainees to ensure the successful
completion of their training program.
9.3 Cybersecurity Manager
9.3.1 When CONTRACTOR has Information Technology Infrastructure in
Saudi Arabia, CONTRACTOR shall appoint one (1) Cybersecurity
Manager who must be Saudi Arab national.
9.3.2 The Cybersecurity Manager shall have a Bachelor’s degree in
Cybersecurity, Computer Science or such equivalent acceptable to
SAUDI ARAMCO, with a minimum of one (1) year of experience in
Cybersecurity. The one (1) year of experience is only required
when the CONTRACTOR Personnel does not have a degree in
Cybersecurity.
9.3.3 For the purpose of this Schedule “S”, Information Technology
Infrastructure means physical and virtual resources including
hardware, software, communication and other facilities that support
the flow, storage, processing, and analysis of data. Information
Technology Infrastructure may be decentralized and spread across
several data centers or it may be centralized within a data center.
9.3.4 For avoidance of doubt, the provisions of this Paragraph 9.3 shall
not apply to CONTRACTORS that do not have a corporate
network and relies only on standalone workstations.
10. SAUDIZATION AND TRAINING PLAN
10.1 Within thirty (30) days of the Effective Date of this Contract, the
CONTRACTOR shall submit for acceptance by the Company
Representative a Saudization and Training Plan for Saudi Arab
CONTRACTOR Personnel directly involved in the performance of the
WORK. This plan shall include, but is not limited to, the following:
10.1.1 Strategy for meeting the minimum level of Saudization required in
Attachment I for each group for the duration of the Contract.
10.1.2 Long-term career development plan to prepare Saudi Arab
CONTRACTOR Personnel under groups A, B, and C for handling
and leading CONTRACTOR projects. The plan shall identify how
Saudi Arab CONTRACTOR Personnel will be developed in their
technical area of expertise.
10.1.3 Detailed plan for providing technical training, certification courses,
workplace training, on-job-training, seminars, and workshops to all
Saudi Arab CONTRACTOR Personnel broken down by the groups
set forth in Paragraph 1.

S-5
GA Projects
Revised 08/19
SCHEDULE S CONTRACT NO. 66000XXXXX

10.1.4 Detailed plan for providing cybersecurity training and certification

courses to Saudi Arab CONTRACTOR Personnel working at
CONTRACTOR’s Cybersecurity function or organization.
10.1.5 Detailed plan for developing an on-job-training (OJT) program for all
Saudi Arab CONTRACTOR Personnel under group C. The OJT
program shall include, but is not limited to, the following:
a) Job Descriptions: An official document which describes the
significant functions, principal tasks, and minimum
requirements of each job.
b) Job Ladders: A structured series of jobs which typically
defines an employee progression from entry level position to
higher levels of skill, knowledge, and responsibility. It defines
the track for upward mobility.
c) Job Certification: A planned and tracked employee on-job
development process, where levels of skills and
competencies are formally recognized. The process is to
confirm that Saudi Arab employees develop the required
skills to “safely” and “effectively” perform a specific job
assignment. Job certification requires completion of
academic, job skills and job task elements. Certain jobs are
critical and require periodic recertification.
d) Individual Development Plans (IDPs): A document that allows
supervisors to plan and track employees’ OJT activities for
each job listed on the job ladder that must be completed by
the employee. The IDP must include all training and
development requirements listed in the job ladder.
e) Mentor: Shall be a job-qualified subject-matter expert (SME)
and certified individual who instructs OJT employees on the
performance of job tasks.
f) Tracking System: The system to be used by CONTRACTOR
to track each employee’s progress toward completion of
certification/recertification requirements.
10.1.6 Plan for hiring and/or training Saudi Arab CONTRACTOR Personnel
in positions not covered by the groups set forth in Paragraph 1.
10.2 SAUDI ARAMCO reserves the right to withhold all or part of the Contract
progress payments (other than for an Advance Payment if provided for by
the Contract) until the Saudization and Training Plan has been accepted
by the Company Representative. Such acceptance shall not be
unreasonably withheld.
10.3 If CONTRACTOR makes any revisions or updates to its Saudization and
Training Plan, the revised Plan shall be submitted to SAUDI ARAMCO for
acceptance. Such acceptance shall not be unreasonably withheld.

S-6
GA Projects
Revised 08/19
SCHEDULE S CONTRACT NO. 66000XXXXX

10.4 CONTRACTOR shall comply with the requirements of the accepted

Saudization and Training Plan and shall provide progress updates on the
implementation of the Saudization and Training Plan in special monthly
meetings or in regularly schedule progress review meetings, or as directed
by the Company Representative.
11. TRAINING OF SAUDI ARAB CONTRACTOR PERSONNEL
11.1 “Training man-hours” are defined as the actual man-hours spent in
attending courses, seminars, and forums at schools, training centers, and
institutes approved by Saudi Arab Government or SAUDI ARAMCO but
excluding travel time and any other related time spent in connection with
the training. CONTRACTOR shall submit satisfactory proof to SAUDI
ARAMCO that Saudi Arab CONTRACTOR Personnel have attended and
passed the relevant courses, seminars, or forums.
11.2 Training at the workplace or at the Job Site and on-job-training may be
considered “Training man-hours”, at SAUDI ARAMCO’s sole discretion, if
meets the following requirements:
11.2.1 The training is delivered by a qualified instructor and/or mentor, who
shall be certified as such for the skills being taught.
11.2.2 The training facilities are equipped with the equipment and tools
required for the skills being taught.
11.2.3 The training hours are tracked and are part of a specific training
leading to a recognized certification in a particular job trade.
Supervised apprentice work hours required for such certification
may be also considered.
12. COMPREHENSIVE MEDICAL INSURANCE FOR SAUDI ARAB CONTRACTOR
PERSONNEL
CONTRACTOR shall provide comprehensive medical insurance (minimum Class
B) to all Saudi Arab CONTRACTOR Personnel including the employees’
spouse(s), children, and parents.
13. CAMP ACCOMMODATION FOR SAUDI ARAB CONTRACTOR PERSONNEL
CONTRACTOR shall provide camp accommodation, recreation facilities, meals,
and laundry services to all Saudi Arab CONTRACTOR Personnel working at the
Job Site when their permanent residence is located more than 100 kilometers
from the Job Site.
14. REDEPLOYMENT OF SAUDI ARAB CONTRACTOR PERSONNEL
14.1 CONTRACTOR shall make every reasonable effort to provide
redeployment opportunities to Saudi Arab CONTRACTOR Personnel
facing employment termination due to the completion of the WORK.
Should CONTRACTOR be unable to provide redeployment opportunities
to Saudi Arab CONTRACTOR Personnel, CONTRACTOR shall:
14.1.1 Provide a certificate of work experience as set forth in Labor Law of
S-7
GA Projects
Revised 08/19
SCHEDULE S CONTRACT NO. 66000XXXXX

the Kingdom of Saudi Arabia; and

14.1.2 Provide to SAUDI ARAMCO, three (3) months before the
completion of the WORK, the list of all Saudi Arab employees
facing employment termination, including the employee’s name,
trade or discipline, and reasons for inability to redeploy these
Saudi Arab employees.
14.2 CONTRACTOR’s fulfillment of all of Paragraph 14.1 requirements shall be
at no cost to SAUDI ARAMCO, the SAUDI ARAMCO-designated
contractor, or the CONTRACTOR Personnel.
15. OTHER OBLIGATIONS AND COMPLIANCE AUDIT RIGHTS
15.1 Compliance with the requirement of this Schedule “S” shall not relieve the
CONTRACTOR of any other obligations, including, but not limited to, those
to the Government of Saudi Arabia.
15.2 CONTRACTOR shall maintain, and shall cause its Subcontractors to
maintain, records, correspondence, instructions, plans, receipts,
memoranda, training support documentation, and other evidence (the
foregoing constitute "records" for the purpose of this Paragraph) sufficient
to accurately and properly reflect CONTRACTOR’s and Subcontractors’
compliance of the provisions of this Schedule “S”. SAUDI ARAMCO, or
any firm appointed by SAUDI ARAMCO, shall have access, at all
reasonable times, to all such records for the purpose of auditing and
verifying compliance, and shall have the right to reproduce any such
records. CONTRACTOR shall preserve and make available, and shall
cause its Subcontractors to preserve and make available, all such records
for a period of two (2) years after the completion of the WORK or
termination of this Contract.
16. ADDITIONAL SAUDI ARAMCO REMEDIES
CONTRACTOR’s failure to comply with the requirements of this Schedule “S”, or
failure to provide requested documentation or support to verify presence or
qualification of CONTRACTOR Personnel, or evidence of falsified records shall
constitute a substantial breach of this Contract and in addition to the other
remedies included in the Contract may result in the CONTRACTOR being
suspended from consideration for future contracts for a period to be determined
solely by SAUDI ARAMCO.

END OF SCHEDULE S

S-8
GA Projects
Revised 08/19