SECTION 3

GENERAL CONDITIONS OF CONTRACT

FOR

CONSTRUCTION

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SECTION 3 – GENERAL CONDITIONS OF CONTRACT

TABLE OF CONTENTS
CLAUSE DESCRIPTION PAGE
1. DEFINITIONS 3/4
2. INTERPRETATION OF THE CONTRACT 3/5
3. REPRESENTATIVES OF THE COMPANY 3/5
4. REPRESENTATIVES OF THE CONTRACTOR 3/6
5. THE WORK 3/7
6. THE RESPONSIBILITY OF THE CONTRACTOR TO INFORM ITSELF 3/8
7. THE RESPONSIBILITY OF THE CONTRACTOR TO INFORM THE COMPANY 3/8
8. USE OF SHELL PRODUCTS 3/9
9. SUBCONTRACTS 3/9
10. PERSONNEL OF THE CONTRACTOR AND THE SUBCONTRACTOR 3/10
11. COOPERATION WITH OTHERS 3/12
12. VARIATION 3/12
13. INSPECTION AND TESTING 3/12
14. SCHEDULING 3/14
15. FORCE MAJEURE 3/14
16. SUSPENSION 3/15
17. TERMINATION, DISCONTINUANCE OF THE WORK AND DEFAULT 3/16
18. COMPLETION 3/20
19. RESPONSIBILITY FOR THE WORK 3/21
20. CONTRACT PRICE 3/22
21. TAXES 3/22
22. TERMS OF PAYMENT 3/22
23. AUDIT RIGHTS OF THE COMPANY 3/24
24. LIENS 3/24
25. OWNERSHIP 3/25
26. RESPONSIBILITIES AND INDEMNITIES 3/25
27. INSURANCE 3/27
28. PERMITS, LAWS AND REGULATIONS 3/29
29. HEALTH, SAFETY AND ENVIRONMENT 3/29
30. MILESTONE ZERO 3/30
31. PUBLIC AND INDUSTRIAL RELATIONS AND PUBLICITY 3/30
32. BUSINESS ETHICS 3/31
33. GENERAL LEGAL PROVISIONS 3/31
34. SUBSTANCE ABUSE 3/32
35. CUSTOMS CLEARANCE/DUTIES 3/33
36. INTELLECTUAL PROPERTY RIGHTS 3/33
37. INFORMATION SECURITY 3/34
38. EMPLOYMENT AND TRAINING 3/34

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CLAUSE DESCRIPTION PAGE

39. POSSESSION OF WORKSITE 3/35
40. USE OF CONTRACTORS EQUIPMENT BY OTHERS 3/35
41. PARENT COMPANY GUARANTEE 3/35
42. SECURITY AT WORK 3/35
43. DRAWINGS AND DOCUMENTATIONS 3/36
44. SETTING-OUT 3/36
45. FOSSILS, ARTICLES DISCOVERED 3/36
46. LABOUR ON WORKSITE IN BRUNEI 3/37
47. MARKING OF WORK 3/37
48. LIQUIDATED DAMAGES 3/37
49. OPERATING AND MAINTENANCE INSTRUCTIONS 3/38
50. COMPLETION TESTS 3/38
51. FACTORY TESTS 3/39
52. EXTRAORDINARY TRAFFIC 3/40
53. COMPUTER SOFTWARE 3/41
54. COMPUTER VIRUSES 3/41

APPENDIX TO CLAUSE 41 3/42

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SECTION 3 – GENERAL CONDITIONS OF CONTRACT

1. DEFINITIONS
(1) (a) "ASSOCIATES" means Brunei Shell Marketing Company Sendirian Berhad, Brunei
LNG Sendirian Berhad and Brunei Shell Tankers Sendirian Berhad.
(b) "COMPLETION DATE" means the date on which the WORK is required to have
been completed in accordance with the CONTRACT, and in relation to a term
contract means the expiry of that contract.
(c) "CONTRACT" means the FORM OF AGREEMENT and the several documents
listed therein.
(d) "CONTRACT PRICE" means the sum or sums or unit prices to be ascertained and
paid in accordance with the provisions of the CONTRACT.
(e) "CONTRACT HOLDER" means the person appointed as such by the COMPANY
and named as such in the CONTRACT, having the authorities set forth in the
Clause headed REPRESENTATIVES OF THE COMPANY.
(f) "COMPANY REPRESENTATIVE and/or COMPANY SITE REPRESENTATIVE(S)"
means the person(s) appointed as such in writing by the CONTRACT HOLDER
having the authorities set forth in the Clause headed REPRESENTATIVES OF THE
COMPANY.
(g) "CONTRACT MANAGER" means the person appointed as such by the
CONTRACTOR and named as such in the CONTRACT, having the authorities set
forth in the Clause headed REPRESENTATIVES OF THE CONTRACTOR.
(h) "CONTRACTOR REPRESENTATIVE and/or CONTRACTOR SITE
REPRESENTATIVE" means the person(s) appointed as such in writing by the
CONTRACT MANAGER having the responsibilities and authorities set forth in the
Clause headed REPRESENTATIVES OF THE CONTRACTOR.
(i) "EQUIPMENT" means any consumables, equipment, facilities, implements, plant,
sanitary facilities, supplies, temporary buildings or structures, tools, transport,
utilities, watercrafts or other items required or necessary for the satisfactory
performance of the WORK but excludes MATERIALS.
(j) "HSE" means Health, Safety and Environment.
(k) "HSE STANDARDS" means any safety laws, rules, regulations and any COMPANY
HSE STANDARDS, industry standards, codes of practice and equipment
manufacturers specifications applicable to the WORK and any revision thereof.
(l) "COMPANY HSE STANDARDS" means those documented HSE Standards
referred to in the current COMPANY HSE STANDARDS Master Index (Document
Reference TMS0434) and detailed both in that Master Index and the associated
modules.
(m) "MATERIALS" means any goods, machinery, materials, consumables and other
items to be incorporated or intended to be incorporated into the WORK.
(n) "PERSONNEL" means the person or persons provided by the CONTRACTOR
under the CONTRACT.
(o) "SUBCONTRACT" means any contract between the CONTRACTOR and any party
(other than the COMPANY or the CONTRACTOR'S employees) for the
performance of any part of the WORK.
(p) "SUBCONTRACTOR" means any party (other than the CONTRACTOR) to a
SUBCONTRACT approved by the COMPANY.
(q) "VEHICLE" means the unit of transportation provided by the CONTRACTOR in
accordance with the requirements of the CONTRACT as more specifically described
in Section 5 hereto.
(r) "VARIATION" means any alteration to the WORK of a type specified in Clause
headed VARIATION in the CONTRACT.

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(s) "WORK" means all work or services to be performed by the CONTRACTOR in

accordance with the CONTRACT.
(t) "WORKSITE" means all places whatsoever on, under, in or through which the
WORK is to be performed in accordance with the CONTRACT or which are
provided to facilitate the performance of the WORK.

2. INTERPRETATION OF THE CONTRACT

(1) No heading, index, title, subtitle or subheading of the CONTRACT shall limit, alter or affect
the meaning or operation of the CONTRACT.
(2) All correspondence, documentation and discussion with respect to the CONTRACT and
the WORK shall be in the English language.
(3) All instructions, notifications, agreements, authorisations, approvals and
acknowledgments shall be in writing, which may be by telex or facsimile transfer. Any
facsimile transfer shall be confirmed forthwith by despatch of the original correspondence
in letter form.
(4) No review, approval or acknowledgment by the COMPANY shall relieve the
CONTRACTOR from any liability or obligation under the CONTRACT.
(5) Words importing the singular only also include the plural and vice versa where the context
so requires.

3. REPRESENTATIVES OF THE COMPANY

(1) The CONTRACT HOLDER shall have the authority to supervise the management and
execution of the CONTRACT by the CONTRACTOR, to supervise the CONTRACTOR on
WORKSITE, to issue instructions, drawings, Variations to Contract and certificates within
the terms of the CONTRACT, to appoint a COMPANY REPRESENTATIVE and/or
COMPANY SITE REPRESENTATIVE(S) and to generally represent the COMPANY in
respect of the CONTRACT. All such instructions, decisions and other communications
given by the CONTRACT HOLDER shall bind the COMPANY.
(2) The CONTRACT HOLDER shall periodically, and at such other times as the CONTRACT
MANAGER may request, review the management and execution of the CONTRACT with
the CONTRACT MANAGER.
(3) The CONTRACT HOLDER may appoint a COMPANY REPRESENTATIVE who shall
have the delegated authority to supervise the CONTRACTOR on WORKSITE and to
issue instructions, drawings, Variations to Contract and certificates related to the WORK
on WORKSITE. The CONTRACT HOLDER shall notify the CONTRACT MANAGER in
writing of the appointment of the COMPANY REPRESENTATIVE.
(4) The CONTRACT HOLDER may, in addition to or instead of appointing a COMPANY
REPRESENTATIVE, appoint a COMPANY SITE REPRESENTATIVE who shall have the
day-to-day supervision of the CONTRACTOR on WORKSITE or if the WORK is carried
out in more than one area or place, the day-to-day supervision of the CONTRACTOR in
any such area or place. The CONTRACT HOLDER shall notify the CONTRACT
MANAGER in writing of the appointment of the COMPANY SITE REPRESENTATIVE(S)
and, where applicable, of the designated area or place. The COMPANY SITE
REPRESENTATIVE(S) shall have the authority to issue instruction to the CONTRACTOR
but not the authority to issue drawings, Variations to Contract, certificates or to commit the
COMPANY in any other way to anything involving extra payment to the CONTRACTOR.
(5) The CONTRACT HOLDER, the COMPANY REPRESENTATIVE and the COMPANY
SITE REPRESENTATIVE(S) shall at all times have access to the WORKSITE and all
other places in and outside Brunei where activities related to the CONTRACT are or will
be undertaken and the CONTRACTOR shall afford every facility and assistance in gaining
such access.

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(6) The COMPANY shall have the right to replace the CONTRACT HOLDER and the
CONTRACT HOLDER shall have the right to replace the COMPANY REPRESENTATIVE
and the COMPANY SITE REPRESENTATIVE(S) at any time at their sole discretion and
they shall notify the CONTRACT MANAGER accordingly, in writing.
(7) The supervision, inspections, acts or omissions of the CONTRACT HOLDER, the
COMPANY REPRESENTATIVE, the COMPANY SITE REPRESENTATIVE(S) shall not in
any manner relieve the CONTRACTOR from his duties, obligations and liabilities under
the CONTRACT.
(8) Only the CONTRACT HOLDER and the COMPANY REPRESENTATIVE are authorised
to receive on behalf of the COMPANY, notifications, information and decisions of the
CONTRACTOR under the CONTRACT.
(9) Instructions, information and decisions from anyone other than the CONTRACT HOLDER,
the COMPANY REPRESENTATIVE or COMPANY SITE REPRESENTATIVE(S) acting
within the terms of their respective delegated authority shall have no contractual force or
validity even if they are written on COMPANY headed note paper.

4. REPRESENTATIVES OF THE CONTRACTOR

(1) The CONTRACT MANAGER shall manage the execution of the CONTRACT, supervise
the WORK on WORKSITE and have the authority to commit the CONTRACTOR to any
course of action within the rights and obligations of the CONTRACTOR under the
CONTRACT and to generally represent the CONTRACTOR in respect of the
CONTRACT.
(2) The CONTRACT MANAGER shall notify the COMPANY of all decisions of the
CONTRACTOR under the CONTRACT. All decisions notified by the CONTRACT
MANAGER to the COMPANY shall for the purpose of the CONTRACT constitute acts of
the CONTRACTOR and shall bind the CONTRACTOR.
(3) The CONTRACT MANAGER shall periodically, and at such other times as the
CONTRACT HOLDER may request, review the management and execution of the
CONTRACT with the CONTRACT HOLDER.
(4) The CONTRACT MANAGER may delegate to a CONTRACTOR REPRESENTATIVE the
supervision of the WORK on the WORKSITE. The CONTRACTOR REPRESENTATIVE
shall have the authority to commit the CONTRACTOR to any course within the rights and
obligations of the CONTRACTOR related to the WORK carried out under his supervision.
(5) The CONTRACT MANAGER may, in addition or instead of appointing a CONTRACTOR
REPRESENTATIVE, delegate to a CONTRACTOR SITE REPRESENTATIVE the day-to-
day supervision of the WORK on WORKSITE or, if the WORK is carried out in more than
one area or place, the day-to-day supervision of the WORK in any such area or place.
The CONTRACTOR SITE REPRESENTATIVE(S) shall have the authority to commit the
CONTRACTOR to any course of action within the rights and obligations of the
CONTRACTOR related to the WORK carried out under their supervision.
(6) The CONTRACTOR REPRESENTATIVE and CONTRACTOR SITE
REPRESENTATIVE(S) shall not be appointed and neither they nor the CONTRACT
MANAGER shall be replaced without the prior written agreement of the CONTRACT
HOLDER, which shall not be unreasonably withheld.
(7) The CONTRACT MANAGER, the CONTRACTOR REPRESENTATIVE or the
CONTRACTOR SITE REPRESENTATIVE(S) may be replaced at COMPANY'S sole
reasonable discretion and at CONTRACTOR'S cost.
(8) The CONTRACT MANAGER or the CONTRACTOR REPRESENTATIVE may receive, on
behalf of the CONTRACTOR, notifications, information and decisions of the COMPANY
made under the CONTRACT and notification to the CONTRACT MANAGER or the
CONTRACTOR REPRESENTATIVE shall be deemed to be notification to the
CONTRACTOR.

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(9) The CONTRACT MANAGER, the CONTRACTOR REPRESENTATIVE and the

CONTRACTOR SITE REPRESENTATIVE(S) shall have such knowledge of the English,
Malay and such other language as may be required for the fulfillment of their duties.

5. THE WORK
(1) The CONTRACTOR shall comply with all instructions with regard to the WORK that the
COMPANY in its absolute discretion may from time to time issue. The CONTRACTOR
shall perform the WORK in accordance with the requirements of the CONTRACT, in
accordance with the best industry standards, in compliance with all relevant laws and
regulations, and in such a manner as will always safeguard and protect the COMPANY'S
interests.
(2) The CONTRACTOR shall provide all MATERIALS, EQUIPMENT, PERSONNEL,
supervision, engineering and other services and all other things required or necessary for
the satisfactory performance and completion of the WORK except those items specified in
SECTION 6 – PROVISIONS BY COMPANY AND CONTRACTOR as items to be provided
by the COMPANY.
(3) The CONTRACTOR shall be responsible for the timely provision of all matters referred to
in sub-clause (2) herein including the timely ordering and delivery of all MATERIALS and
EQUIPMENT to be provided by the CONTRACTOR and for the timely call off of the
COMPANY supplied MATERIALS and EQUIPMENT (in accordance with procedures set
out in the CONTRACT) in order to ensure that performance of the WORK is not delayed
or impeded.
(4) If by reason of any accident or failure or other event occurring to or in connection with the
WORK or any part thereof any emergency remedial or other work or repair is in the
opinion of the COMPANY urgently necessary for security, safety or for any other purpose
which justifies immediate action, then as soon as may be reasonably practicable after
such occurrence the COMPANY shall notify the CONTRACTOR to that effect. Where
practicable the CONTRACTOR shall be given an opportunity to perform such work but
where the CONTRACTOR is unable or is unwilling to perform that work forthwith then the
COMPANY may carry out all work or repair by itself or allocate to other Contractors with
or without existing Contract with the COMPANY as the COMPANY considers necessary.
The COMPANY shall be entitled to recover from the CONTRACTOR all costs incurred by
the COMPANY in so doing and shall adjust the CONTRACT PRICE and/or the
COMPLETION DATE at COMPANY'S sole reasonable discretion.
(5) Without prejudice to the CONTRACTOR'S other obligations with respect to MATERIALS
under the CONTRACT, the CONTRACTOR shall ensure that all MATERIALS shall, when
installed, be new and unused, of correct design and workmanship, within the
specifications, or if no such specifications exist, fully suitable for the use intended and the
CONTRACTOR shall obtain in the name of the COMPANY the best obtainable suitable
guarantees and warranties for MATERIALS provided by the CONTRACTOR in this
respect from their suppliers, valid for a period which shall at least be compatible with the
requirements of Clause headed RESPONSIBILITY FOR THE WORK.
The foregoing does not relieve the CONTRACTOR of any of its obligations under Clause
headed RESPONSIBILITY FOR THE WORK.
(6) The CONTRACTOR shall use and shall cause any SUBCONTRACTOR to use such
EQUIPMENT as will be adequate, in quality and number, to carry out the WORK in
accordance with the CONTRACT. The CONTRACTOR shall maintain and operate all
EQUIPMENT strictly in accordance with the manufacturer's printed instructions. The
COMPANY shall have the right to inspect all EQUIPMENT records.
If, in the opinion of the COMPANY any item of EQUIPMENT is not or is no longer suitable
for the purpose intended, then the CONTRACTOR shall at no additional cost to the
COMPANY and at the option of the COMPANY, either make adequate repairs or arrange
for immediate replacement.

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If, in the opinion of the COMPANY the number of items of EQUIPMENT is inadequate,
then the CONTRACTOR shall provide the necessary additional EQUIPMENT at no cost to
the COMPANY to ensure timely completion of the WORK.
(7) Non-Exclusivity
(a) The CONTRACT shall not confer on the CONTRACTOR an exclusive right to
provide any or all of the WORK described in SECTION 4 – SCOPE OF WORK.
(b) The COMPANY shall have the right at its sole discretion to award contracts to
others for the provision of the WORK described in SECTION 4 – SCOPE OF
WORK, or to perform the WORK itself.
(8) Save as provided elsewhere in the CONTRACT, in the event that the rate of progress of
the WORK or any part of it is at any time, in the opinion of the COMPANY, too slow to
ensure completion by the COMPLETION DATE then (without prejudice to any other rights
and remedies of the COMPANY), the COMPANY may require the CONTRACTOR, and
the CONTRACTOR shall take immediate steps at its own cost, to expedite progress of the
WORK (including without limitation working overtime or using additional personnel or
additional or better EQUIPMENT on the WORK) so as to ensure completion of the WORK
by the COMPLETION DATE.

6. THE RESPONSIBILITY OF THE CONTRACTOR TO INFORM ITSELF

(1) The CONTRACTOR warrants that it has satisfied itself as to the nature of the WORK,
including but not limited to the supervision, services and all labour, MATERIALS and
EQUIPMENT required for the performance of the WORK, the correctness and sufficiency
of the rates and prices stated in SECTION 8 – SCHEDULE OF PRICES, general and local
conditions especially ground, climatic, sea, other water and weather conditions and all
other matters which could affect the progress or performance of the WORK. Any failure by
the CONTRACTOR to take account of matters which affect the WORK shall not relieve
the CONTRACTOR from its obligations under the CONTRACT, nor entitle it to claim
against the COMPANY.
(2) The COMPANY shall not be liable for any inaccuracy or insufficiency in the information
available or used by the CONTRACTOR which directly affects the performance of the
WORK save for any confidential information that is supplied by the COMPANY under the
CONTRACT and it is impracticable for the CONTRACTOR to check such information and
which the CONTRACTOR is not required under SECTION 4 – SCOPE OF WORK to
check.
(3) The CONTRACTOR assumes all responsibility for WORK performed by the
CONTRACTOR including WORK based upon data and information not contained in the
CONTRACT.

7. THE RESPONSIBILITY OF THE CONTRACTOR TO INFORM THE COMPANY

(1) The CONTRACTOR shall notify the COMPANY as soon as possible of all things in the
CONTRACT which in the opinion of the CONTRACTOR appear to be deficiencies or
omissions or contradictions or ambiguities or conflicts with applicable law. The COMPANY
shall review and issue instructions, if any, before the CONTRACTOR proceeds with any
part of the WORK affected.
(2) The CONTRACTOR shall notify the COMPANY immediately whenever accidents,
incidents or near miss incidents occur. The CONTRACTOR shall also notify the
COMPANY of any other incidents arising out of the performance of the CONTRACT which
may affect the interests or other operations of the COMPANY, its ASSOCIATES or third
parties.
(3) The CONTRACTOR shall notify the COMPANY immediately of any impending or actual
stoppages of WORK, industrial disputes or other matters affecting or likely to affect the
performance of the CONTRACT or lead to a delay in the time schedule referred to in
Clause headed SCHEDULING.

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(4) The CONTRACTOR shall keep the COMPANY fully informed of the progress of the
WORK and shall comply with the reporting requirements set out in the CONTRACT.

8. USE OF SHELL PRODUCTS

(1) The CONTRACTOR shall use or cause to be used only "Shell" fuels and lubricants and
other "Shell" products in connection with the performance of the WORK to the extent that
these are readily available and at prices and conditions generally competitive with other
brands. The CONTRACTOR shall notify and seek COMPANY approval prior to
purchasing other brands.
(2) The CONTRACTOR may use other lubricants where these are specified by particular
equipment and machinery manufacturers.

9. SUBCONTRACTS
(1) The CONTRACTOR shall ensure that the rights of the COMPANY and the requirements
in the CONTRACT regarding SUBCONTRACTORS are effectively provided for in any
SUBCONTRACT.
(2) The CONTRACTOR shall not subcontract the whole or the majority of the WORK but
where a SUBCONTRACT is provided for in the CONTRACT or where the CONTRACTOR
wishes to enter into a SUBCONTRACT, then before the CONTRACTOR enters into any
SUBCONTRACT, the COMPANY shall be given an adequate opportunity to review the
form of the SUBCONTRACT, the choice of the SUBCONTRACTOR, the part of the
WORK which shall be covered under the SUBCONTRACT, and any other details the
COMPANY shall request or specify. The CONTRACTOR shall not enter into the proposed
SUBCONTRACT until the requirements of this Clause have been met and until the
COMPANY has given its written consent to the proposed SUBCONTRACT.
(3) No SUBCONTRACT shall bind or purport to bind the COMPANY and each
SUBCONTRACT shall provide for its immediate termination in the event of termination of
the CONTRACT or suspension in the event of suspension of the WORK. Each
SUBCONTRACT shall provide that it shall be assigned to the COMPANY or its nominee if
the COMPANY gives written notice to the SUBCONTRACTOR that it requires such an
assignment if the COMPANY terminates the CONTRACT. Unless such an assignment
takes place the SUBCONTRACTOR shall only be responsible to the CONTRACTOR, who
shall in turn be responsible to the COMPANY.
(4) The CONTRACTOR shall be responsible for all work, acts, defaults and breaches of duty
of any SUBCONTRACTOR or its employees or agents as fully as if they were the work,
acts, defaults or breaches of duty of the CONTRACTOR.
(5) Where applicable the CONTRACTOR shall ensure that appropriate Brunei organisations
and suppliers are given full and fair opportunity to tender for the supply of goods and
services.
(6) The CONTRACTOR agrees that it shall furnish to the COMPANY, if requested,
satisfactory evidence that all SUBCONTRACTORS (including suppliers to the
CONTRACTOR) have been paid on time and in full for work done or goods supplied in
connection with the performance of the WORK. If such satisfactory evidence is not
supplied then the COMPANY shall not be bound to make any further payment to the
CONTRACTOR for that part of the WORK until it is supplied.
(7) Furthermore the COMPANY may deduct from payments due to CONTRACTOR the
amount not paid to such SUBCONTRACTORS, and may then make such payment
directly to such SUBCONTRACTORS. Such direct payment to SUBCONTRACTORS shall
be deemed to be payment under the CONTRACT and the CONTRACTOR shall have no
further entitlement to such amount.
(8) Nominated Subcontractor

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(a) The COMPANY may request the CONTRACTOR to enter into SUBCONTRACTS
with SUBCONTRACTORS nominated by the COMPANY. The CONTRACTOR
shall not be bound to enter into a SUBCONTRACT with such a nominated
SUBCONTRACTOR if the CONTRACTOR has reasonable objection to the
nomination. The COMPANY shall in that event provide another nominated
SUBCONTRACTOR and the CONTRACTOR shall have the same right to raise
reasonable objection or the CONTRACTOR may nominate a subcontractor
acceptable to the COMPANY.
(b) The CONTRACTOR shall be responsible for finding another SUBCONTRACTOR
that is acceptable to the COMPANY if any nominated SUBCONTRACTOR fails
either totally or partially to perform any SUBCONTRACT. The COMPANY shall only
pay to the CONTRACTOR what it would have been bound to pay had such
nominated SUBCONTRACTOR correctly performed the SUBCONTRACT in
question. Any additional costs incurred by the CONTRACTOR arising from the
removal or replacement of any nominated SUBCONTRACTOR and/or in having the
relevant activities performed by another shall be for the account of the
CONTRACTOR.

10. PERSONNEL OF THE CONTRACTOR AND SUBCONTRACTORS

(1) The CONTRACTOR warrants that it has and shall throughout the CONTRACT have the
experience and capability including sufficient and competent supervisors and other
PERSONNEL to efficiently and expeditiously perform the WORK. If in the opinion of the
COMPANY there is any inadequacy in the number or competence of persons engaged in
performing the WORK, then the CONTRACTOR shall on request, at no extra cost to the
COMPANY, provide additional or alternative competent persons.
(2) The CONTRACTOR further warrants that it shall ensure that any persons designated as
"Key Personnel" in the CONTRACT shall not be replaced without the prior written
approval of the COMPANY. In order to ensure that the continuity of the WORK is
maintained, the approved successor shall work alongside the replaced Key Personnel for
a reasonable handover period, at no cost to the COMPANY.
(3) All supervisory PERSONNEL of the CONTRACTOR and any SUBCONTRACTOR shall
be able to read, write and communicate in English and shall be able to directly
communicate fluently in the language of the PERSONNEL they are supervising. Where
all supervised PERSONNEL do not speak a common language there shall be sufficient
supervisory PERSONNEL at all WORKSITES at all times to be able to communicate
directly with all supervised PERSONNEL.
(4) The CONTRACTOR shall comply with all applicable laws, rules and regulations relating to
the engagement of PERSONNEL, local or otherwise, for their transport, housing,
maintenance, payment of wages, board and lodging.
(5) The CONTRACTOR shall at its own cost forthwith replace any of its PERSONNEL or
agents or any SUBCONTRACTOR or procure the replacement of any person employed
by any SUBCONTRACTOR if the aforesaid person failed to comply with the COMPANY'S
safety or other rules or regulations or if the COMPANY in its sole discretion considers it to
be in its best interests to do so.
(6) The CONTRACTOR shall ensure that all PERSONNEL of the CONTRACTOR and any
SUBCONTRACTOR engaged on the CONTRACT comply with all relevant labour and
immigration laws, rules and regulations and where required are in possession of a valid
work permit and appropriate vaccination certificates for the duration of the CONTRACT.
Details of such work permits shall, if the COMPANY so requests, be submitted to the
COMPANY prior to the person being engaged on the WORK.
(7) The CONTRACTOR shall ensure that all its PERSONNEL or agents (including those of its
SUBCONTRACTORS) have successfully completed a medical examination before they
shall be employed under the CONTRACT. In addition, particular screening shall be
conducted on those employees or agents (including those of its SUBCONTRACTORS)
who shall be involved in specific occupational health hazards. The COMPANY shall have

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the right during the course of the CONTRACT to require the removal of any
CONTRACTOR PERSONNEL who is diagnosed to be suffering from any communicable
and/or contagious diseases and the CONTRACTOR shall provide suitable replacement
PERSONNEL (such PERSONNEL shall be required to undergo and pass a similar
medical examination) at the CONTRACTOR'S expense.
The CONTRACTOR shall forthwith, upon written request by COMPANY, deliver to
COMPANY'S Chief Medical Officer results of such medical examination of any of the
CONTRACTOR's PERSONNEL or agents (including those of its SUBCONTRACTORS).
(8) The CONTRACTOR warrants that any major new work, whether said work is related to a
new or an existing contract, will not adversely affect the CONTRACTOR'S allocation of its
own fully qualified and experienced personnel and other resources necessary to carry out
the WORK in accordance with the requirements of the CONTRACT.
(9) The COMPANY shall have the right to require the CONTRACTOR in writing to remove
any PERSONNEL or agent of either the CONTRACTOR or its SUBCONTRACTOR from
any location of the COMPANY or from any site where WORK are being performed without
the COMPANY offering any reason for the request providing that such right is not
exercised frivolously or vexatiously. The PERSONNEL or agent shall be removed
forthwith and shall not be employed on any other contract between the CONTRACTOR
and the COMPANY or sited in any location or premises of the COMPANY without the prior
written approval of the COMPANY. The COMPANY shall give the CONTRACTOR the
opportunity to make representations to cancel the removal but only after such removal has
been effected. A request by the COMPANY for the removal of PERSONNEL or agents of
either the CONTRACTOR or its SUBCONTRACTOR shall not itself give rise to
disciplinary action against such persons. Within 24 (twenty four) hours or such longer time
as agreed between the COMPANY and CONTRACTOR to be practical, those persons
who have been removed from the WORK shall be replaced, if the COMPANY so requires,
by other similar and suitably qualified persons acceptable to the COMPANY. All costs
incurred in the removal of any person shall be for the sole account of the CONTRACTOR.
(10) The CONTRACTOR agrees that upon request it shall furnish to the COMPANY as soon
as possible, satisfactory evidence that the CONTRACTOR'S PERSONNEL who are
engaged in the WORK have been paid on time and in full for their wages and for any other
payments required by law to be paid to them. In the event that the CONTRACTOR does
not provide such evidence, the COMPANY may make such payments directly to such
PERSONNEL or to any persons on their behalf or withhold such amounts that COMPANY
deems appropriate until COMPANY receives evidence that payment of wages has been
made to the CONTRACTOR's PERSONNEL. Any such payments made by the
COMPANY shall be deemed to be payments to the CONTRACTOR under the
CONTRACT and the CONTRACTOR shall have no further entitlement to any amounts so
paid.
(11) In the event the CONTRACTOR fails/had failed to pay its employees for their wages in full
or for any other payments required by law to be paid to them, the COMPANY at its sole
discretion shall have the right to terminate the CONTRACT.
(12) Unprofessional Conduct
(a) Notwithstanding any other provisions in the CONTRACT, CONTRACTOR warrants
that any personnel employed or engaged otherwise by the CONTRACTOR to
perform any task in connection with the WORK shall carry out their duties in
accordance with good and generally acceptable practices and procedures of their
trade or profession and in accordance with the professional and ethical standards of
that trade or profession.
(b) In the event that the CONTRACTOR or its personnel or any other person engaged
by the CONTRACTOR to perform tasks in connection with the WORK, in the
reasonable opinion of the COMPANY act in contravention of sub-clause (12) herein,
such act(s) shall constitute breach of CONTRACT by the CONTRACTOR, and
without prejudice to any other remedies which COMPANY may have under the
provisions of the CONTRACT, COMPANY shall be entitled to terminate the
CONTRACT summarily without notice or compensation to CONTRACTOR.

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11. COOPERATION WITH OTHERS

(1) The CONTRACTOR shall co-operate fully with the COMPANY and other contractors of
the COMPANY and shall afford them reasonable access to the WORKSITE in order to
perform work under other contracts with the COMPANY.

12. VARIATION
(1) The COMPANY shall issue a VARIATION whenever it is required to do so by any other
clause in SECTION 3 – GENERAL CONDITIONS OF CONTRACT.
In addition the COMPANY may by issuing a VARIATION at any time during the period of
the CONTRACT order any change in the form, quality or quantity of the WORK which the
COMPANY wishes to make.
(2) The following shall not be VARIATIONS:-
Instructions, interpretations or decisions or acts of the COMPANY which are:
(a) to achieve compliance with the CONTRACT by the CONTRACTOR, or
(b) to require the CONTRACTOR to correct errors, omissions, poor engineering,
defective workmanship or any other failure of the CONTRACTOR to comply with the
CONTRACT, or
(c) to avoid failure by the CONTRACTOR to achieve compliance with the CONTRACT.
(3) The COMPLETION DATE shall be subject to adjustment only as a result of a VARIATION.
(4) A VARIATION shall in no way affect the rights or obligations of the parties except as
expressly provided for in that VARIATION. Any VARIATION shall be governed by all the
provisions of the CONTRACT.
(5) If the CONTRACTOR considers that an occurrence has taken place that should give rise
to a VARIATION or considers that any instruction, interpretation, decision or act of the
COMPANY should give rise to a VARIATION, then the CONTRACTOR shall request
immediately in writing that the COMPANY shall issue a VARIATION in respect of such
claim. If the CONTRACTOR does not request a VARIATION within 28 (twenty eight) days
of the said occurrence, instruction, interpretation, decision or act then the COMPANY shall
be released and discharged from all liability arising from or in connection with the said
occurrence, instruction, interpretation, decision or act and the claim in question shall be
deemed to be time barred. The CONTRACTOR shall make such a request at the earliest
practicable time before proceeding with any WORK affected. The COMPANY shall then
notify the CONTRACTOR within 14 (fourteen) days of receipt of such a request whether
he thinks the said occurrence, instruction, interpretation, decision or act does or does not
justify a VARIATION.
The CONTRACTOR shall keep and maintain and cause any SUBCONTRACTOR to keep
and maintain full records relating to any such claim and necessary to support such claim,
and shall keep the COMPANY informed of outstanding claims on a monthly basis.
(6) The cost of any VARIATION issued by the COMPANY under Clause 12(1) herein shall be
valued at the rates set out in Section 8 SCHEDULE OF PRICES; or in accordance with
the star rates clause as applicable or in the absence of any applicable rates or star rate
clause, at such rates as may be agreed in writing between the COMPANY and the
CONTRACTOR; or failing such an agreement, at such rates as may be provisionally
determined by the COMPANY pending the appointment and decision of a mutually
acceptable expert.

13. INSPECTION AND TESTING

(1) The provisions of this Clause are in addition to and without prejudice to any more detailed
provisions for inspection and/or testing contained or referred to in the CONTRACT.

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(2) In order to confirm that the requirements of the CONTRACT are met the COMPANY shall
have the right, but not the obligation, at all times to inspect and test all EQUIPMENT,
MATERIALS and VEHICLES provided and all WORK or services or documentation
relating thereto performed by the CONTRACTOR or any SUBCONTRACTOR.
(3) The CONTRACTOR, at its cost, shall carry out such inspection or tests on any
EQUIPMENT, MATERIALS or VEHICLES provided by the CONTRACTOR or on any part
of the WORK as the COMPANY may from time to time require and the COMPANY shall
have the right to witness and verify any such inspection and/or tests. The CONTRACTOR
shall give the COMPANY such period of prior notice of any such inspections and/or tests
as is specified in the CONTRACT and in the event that no period is specified not less than
forty eight (48) hours notice shall be given.
(4) No part of the WORK shall be covered up or put out of view without the written approval of
the COMPANY. If any part of the WORK is covered before the required inspection or
witnessing of testing without the written consent of the COMPANY then, if required by the
COMPANY, the part of the WORK shall be opened or uncovered for inspection or
witnessing of testing and re-covered by the CONTRACTOR.
(5) (a) If the COMPANY becomes aware of any matters indicating that any workmanship,
services, EQUIPMENT, MATERIALS, VEHICLES and/or any part of the WORK may
not comply with the CONTRACT, then the COMPANY may order the
CONTRACTOR to cease the WORK in order to allow such matters to be
investigated. The COMPANY may conduct such investigations by itself and/or by a
third party, and the COMPANY may also instruct the CONTRACTOR to carry out
such investigations either concurrently or independently. In all cases the
CONTRACTOR shall cooperate with the utmost diligence with such investigations.
Such investigations may include tests and opening up.
(b) If such investigations under sub-clauses (2), (3) or (5) (a) herein do reveal non
compliance with the CONTRACT, then the COMPANY may order further
investigation and/or further opening up of the WORK to determine the full extent of
such non-compliance.
(c) As an alternative to the COMPANY's right in sub-clause (6) herein the COMPANY
may by issue of a VARIATION make any changes to SECTION 4 – SCOPE OF
WORK and/or SECTION 5 – SPECIFICATION AND DRAWINGS and to WORK
already completed that are in his opinion necessary or expedient to cure or mitigate
the effects of the non-compliance in question. Notwithstanding the provisions of
Clause headed RESPONSIBILITY OF CONTRACTOR TO INFORM ITSELF, any
VARIATION ordered under this sub-clause (5) (c) herein shall neither entitle the
CONTRACTOR to claim any extra cost nor an extension to the COMPLETION
DATE.
(d) If the initial investigations show in the COMPANY'S opinion that there was
compliance with the CONTRACT, then the COMPANY shall issue a VARIATION in
respect of the unavoidable cost incurred as a result of stoppage of the work and
initial investigations.
(6) The COMPANY shall have the right to reject any workmanship, services, EQUIPMENT,
MATERIALS, VEHICLES and any part of the WORK which does not conform with the
CONTRACT. The CONTRACTOR shall remove promptly any items so rejected and shall
immediately repair or replace the same and shall carry out such further inspections or
tests on other parts of the WORK as the COMPANY may require to ensure that there are
no similar parts of the WORK that fail to conform with the CONTRACT.
(7) The CONTRACTOR shall be responsible for all costs of repair or replacement and for
costs of uncovering, reinstating, testing and inspection except as provided under this
Clause.
Subject to sub-clause (5) herein where the COMPANY require any tests or inspections or
requires the CONTRACTOR to uncover or open up any part of the WORK for any
inspection or testing that is additional to the requirements of the CONTRACT and is not
required as a result of a failure to conform with the CONTRACT on some other similar part

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of the WORK, and in either case where the inspection or test shows that the part of the
WORK concerned is in accordance with the CONTRACT, then the COMPANY shall
authorise a VARIATION for such testing and inspection and for uncovering and reinstating
such WORK.
(8) No failure on the part of the COMPANY to inspect, witness or test the WORK nor failure to
discover defects nor failure to reject WORK performed by the CONTRACTOR which is not
in accordance with the CONTRACT shall relieve the CONTRACTOR from any liability or
obligation under the CONTRACT.

14. SCHEDULING
(1) The CONTRACTOR shall be responsible at all times for scheduling, progress reporting,
forecasting and independently controlling progress to achieve the expeditious and efficient
performance of the WORK in accordance with the CONTRACT.
(2) Not later than 1 (one) week (unless the CONTRACT otherwise provides) before the date
for commencement of the WORK the CONTRACTOR shall, after close consultation with
the COMPANY, produce a programme for the WORK. This programme shall be revised
by the CONTRACTOR from time to time at the COMPANY'S request, or as may be
necessary to take account of any VARIATIONS.
(3) The CONTRACTOR shall obtain prior approval from the COMPANY on the current
programme prepared by the CONTRACTOR for the WORK before it is implemented.
(4) Where applicable, the COMPANY shall, in consultation with the CONTRACTOR, produce
a programme for the WORK and shall revise it from time to time as circumstances require
or as may be necessary to take account of any VARIATIONS.

15. FORCE MAJEURE

(1) Neither party shall be liable for any failure to perform any obligation under the
CONTRACT to the extent to which performance is prevented, hindered or delayed by a
force majeure occurrence. A force majeure occurrence shall mean an occurrence beyond
the control and without the aid or fault or negligence, or dilatory action, or inaction of the
party affected and which by the exercise of reasonable diligence the said party is unable
to prevent or provide against, including without limiting the generality of the foregoing, war
(declared or undeclared), insurrection, acts of terrorism, acts or orders of governments or
governmental bodies (including legislative bodies, Local and Port Authorities) subsequent
to the commencement date, maritime disasters, boycotts or strikes other than strikes
limited to the workforce of, or provided by, the CONTRACTOR and/or
SUBCONTRACTORS.
A force majeure occurrence shall not include the following:-
(a) breakdown of any item of EQUIPMENT used by the CONTRACTOR or any
SUBCONTRACTOR;
(b) contractual commitment made by the CONTRACTOR or any SUBCONTRACTOR
to third parties which limits the ability of the CONTRACTOR or any
SUBCONTRACTOR to perform the WORK;
(c) inclement weather typical of the operating area, excluding extra ordinary bad
weather;
(d) inability to hire or utilise staff or personnel due to difficulties in obtaining or
withdrawal of governmental quotas, licences or permits.
(e) acts or orders of governments or governmental bodies (including legislative bodies,
local and Port Authorities) prior to the commencement date.
(2) Should either party be delayed in performing the CONTRACT by a force majeure
occurrence, that party shall give written notice to the other party forthwith giving the full
particulars including the date of commencement of such force majeure occurrence, shall

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use its best efforts to remedy the situation forthwith and shall notify the other party of the
steps being taken to remedy the situation.
(3) Should the CONTRACTOR be delayed in the performance of the WORK by an
occurrence which the CONTRACTOR considers is a force majeure occurrence and the
CONTRACTOR is unable to avoid or prevent such delay by any reasonable effort, within 7
(seven) days of such occurrence the CONTRACTOR shall request in writing that the
COMPANY initiate the procedure for a VARIATION. If the COMPANY at its sole discretion
agrees that the occurrence is a force majeure occurrence, then, as soon as practicable
the COMPANY shall authorise a VARIATION making any required adjustment to the
COMPLETION DATE to allow for the extent to which the delay is due to a force majeure
occurrence and cannot be reduced by the CONTRACTOR carrying out its obligations to
reschedule under the CONTRACT. No amounts shall be payable by the COMPANY to the
CONTRACTOR in respect of any such periods of delay except as provided in sub-clause
(5) herein.
(4) Where the CONTRACTOR is delayed in the performance of the WORK by a force
majeure occurrence for a period less than 30 (thirty) consecutive days, the COMPANY,
when authorising any VARIATION in accordance with sub-clause (3) herein shall make no
adjustment to the CONTRACT PRICE for such delay.
(5) Where the CONTRACTOR is delayed in the performance of the WORK by a force
majeure occurrence for a period of 30 (thirty) or more consecutive days, the COMPANY,
when authorising any VARIATION in accordance with sub-clause (3) herein, shall make
an adjustment to the CONTRACT PRICE only for such extra costs as the CONTRACTOR
unavoidably incurs by reason of such force majeure occurrence to the extent that the
CONTRACTOR cannot reduce or mitigate them by exercising best endeavours to do so or
the COMPANY may terminate the CONTRACT and the COMPANY shall pay the
CONTRACTOR any sum due prior to the date of commencement of such force majeure
occurrence.
(6) If any period of the force majeure occurrence exceeds 90 (ninety) consecutive days either
party may request to terminate the CONTRACT in accordance with the Clause headed
TERMINATION, DISCONTINUANCE OF THE WORK AND DEFAULT.

16. SUSPENSION
(1) The COMPANY may, by notice instruct the CONTRACTOR to suspend the WORK or any
part of the WORK. The CONTRACTOR shall cease work on such suspended part of the
WORK on the date specified in the notice, but shall continue to perform any unsuspended
part of the WORK. During the suspension, the CONTRACTOR shall properly protect and
secure the suspended part of the WORK so far as is necessary in the opinion of the
COMPANY.
(2) If the COMPANY suspends all or any part of the WORK other than:
(a) for the proper execution of the WORK, or any part thereof, or
(b) because of some mistake, error or default on the part of the CONTRACTOR, or
(c) for non-compliance to the Health, Safety and Environment requirements of the
CONTRACT, for the protection of the environment, or
(d) for non-compliance with Milestone Zero, or
(e) otherwise provided for in the CONTRACT;
then for the part of the WORK suspended, the COMPANY shall for items (a) to (e) below
reimburse the CONTRACTOR only for such extra costs as the CONTRACTOR
unavoidably incurs by reason of such suspension to the extent that the CONTRACTOR
cannot reduce or mitigate them by exercising best endeavours to do so:-
(a) the CONTRACTOR'S personnel designated as "Key Personnel" in the CONTRACT;
(b) the CONTRACTOR'S facilities dedicated to the WORK, to the extent that the
CONTRACTOR is unable to otherwise use said facilities during the period of

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suspension and provided that such circumstances have been acknowledged in

advance by the COMPANY;
(c) the CONTRACTOR'S EQUIPMENT dedicated to the WORK, provided that their
retention on the WORK has been authorised in advance by the COMPANY;
(d) the protection, preservation and storage of the WORK during the period of
suspension, provided the protection, preservation and storage have been
authorised in advance by the COMPANY; and
(e) other items directly related to the suspended part of the WORK, if authorised in
advance by the COMPANY.
Any other costs, loss or damage sustained by the CONTRACTOR from suspension of any
part of the WORK shall be for the account of the CONTRACTOR.
(3) The COMPANY shall after withdrawal of the suspension determine the effects of the
suspension by making any adjustments to the CONTRACT PRICE and/or the
COMPLETION DATE for such suspension in accordance with the provisions of Clause
headed VARIATION.
(4) The COMPANY may, at any time, authorise resumption of the suspended part of the
WORK by notifying the CONTRACTOR of the part of the WORK to be resumed and the
effective date of withdrawal of the suspension. WORK shall be resumed as promptly as
possible by the CONTRACTOR after receipt of such notification.
(5) If any period of suspension exceeds 90 (ninety) consecutive days the CONTRACTOR
may request the COMPANY either to terminate the CONTRACT or to discontinue the
suspended part of the WORK in accordance with Clause headed DISCONTINUANCE
AND TERMINATION hereof or to notify the CONTRACTOR of the date when the
suspension shall be lifted. If the COMPANY does not within 7 (seven) days of receipt of
the CONTRACTOR'S request either terminate the CONTRACT or discontinue the
suspended part of the WORK or give a firm date for resumption of the suspended part of
the WORK, then the CONTRACTOR may terminate the CONTRACT (provided the
COMPANY has suspended the whole CONTRACT) or terminate its obligations with
respect to the suspended part of the WORK as the case may be by written notice to the
COMPANY.

17. TERMINATION, DISCONTINUANCE OF THE WORK AND DEFAULT

(1) In the event that the CONTRACTOR does not perform any part of the WORK in a manner
that is satisfactory to the COMPANY or in the event that the CONTRACTOR does not
progress with the WORK in a manner that is satisfactory to the COMPANY or in the event
the COMPANY considers that the CONTRACTOR has failed, refused or is unable to
comply with any of the requirements of the CONTRACT the COMPANY may;
(a) terminate the CONTRACT or
(b) (i) give notice of discontinuance to the CONTRACTOR in respect of part of the
WORK and/or
(ii) give notice to the CONTRACTOR specifying the matter considered to be
unsatisfactory or otherwise a breach of terms of the CONTRACT and
requiring the CONTRACTOR immediately to take such remedial action as
shall be required by the COMPANY.
in the event that the CONTRACTOR does not forthwith carry out remedial action in
accordance with the notice served under (b) (ii) herein in a manner that is satisfactory to
the COMPANY or in the event that the CONTRACTOR does not make progress with such
remedial action that is satisfactory to the COMPANY or the COMPANY considers that the
CONTRACTOR has failed, refused or is unable to carry out such remedial action in
accordance with its requirements then the COMPANY shall have the right to either give
notice of discontinuance to the CONTRACTOR in respect of part of the WORK or
terminate the CONTRACT.

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The rights of the COMPANY under this provision are in addition to any other rights which
the COMPANY may have under the CONTRACT or at law.
(2) In the event of Garnishee proceedings being served on the COMPANY in respect of a
judgment against the CONTRACTOR or the CONTRACTOR becoming bankrupt or
making a composition or arrangement with its creditors or having a winding up order made
or (except for the purposes of amalgamation or reconstruction) a resolution for voluntary
winding up passed or having a provisional Liquidator, Receiver or Manager or
Administrator of its business or undertaking appointed, or having possession taken by or
on behalf of the holders of any debenture secured by a Floating Charge of any property
comprised in or subject to the Floating Charge, the COMPANY shall have the right to
terminate the CONTRACT by giving the CONTRACTOR notice of termination.
(3) In addition to the COMPANY'S rights under sub-clause (1) and (2) herein the COMPANY
shall also have the right at any time and at its absolute discretion to either discontinue part
of the WORK by giving the CONTRACTOR notice of discontinuance or to terminate the
CONTRACT by giving the CONTRACTOR notice of termination.
(4) In the event of the COMPANY giving the CONTRACTOR notice of termination of the
CONTRACT or of discontinuance of part of the WORK such notice shall become effective
immediately upon delivery of the notification to the CONTRACTOR or on such later date
as specified in the notification, whereupon the CONTRACTOR at such date shall
immediately:
(a) discontinue the WORK or part of the WORK specified in the notice;
(b) allow the COMPANY or its nominee full right of access to the WORKSITE so as to
remove and/or take over the WORK or the relevant part of the WORK so far
completed and to remove and/or to take over possession of all EQUIPMENT and
MATERIALS in connection with all or part of the WORK and to allow the COMPANY
to obtain completion by another contractor;
(c) assign to the COMPANY, or its nominee, to the extent desired by the COMPANY,
all or the relevant part of the rights, titles and liabilities relating to the WORK which
the CONTRACTOR may have acquired;
(d) remove all the EQUIPMENT and MATERIALS (other than that required under sub-
clause (4)(b) herein) of the CONTRACTOR from the WORKSITE unless the parties
agree otherwise;
(e) within 30 (thirty) days of the effective date of discontinuance or termination return to
the COMPANY all documents, data or other information provided by the COMPANY
and all originals, copies and reproductions of all drawings, specifications,
requisitions, calculations, programme listings, plans, schedules, documents and all
other data in whatever format prepared by the CONTRACTOR or any
SUBCONTRACTOR.
(f) take all such further steps as are necessary to enable the COMPANY or its nominee
to take over the CONTRACTOR'S position in the performance of the WORK with
the least possible disruption, all in accordance with the COMPANY
REPRESENTATIVE'S instructions.
(5) In the event of discontinuance of part of the WORK or termination of the CONTRACT by
the COMPANY under sub-clause (3) herein or by the CONTRACTOR under Clause
headed SUSPENSION hereof, the COMPANY shall authorise a VARIATION to cover:
(a) the actual costs incurred by the CONTRACTOR in the performance of the part of
the WORK completed in accordance with the CONTRACT up to the effective date of
discontinuance or termination, broken down according to the following categories:
(i) the man-hour costs of the CONTRACTOR'S home office personnel and the
CONTRACTOR'S customary overhead thereon;
(ii) the man-hour costs of the CONTRACTOR'S personnel at the WORKSITE and
the CONTRACTOR'S customary overhead thereon;

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(iii) the cost of such items of EQUIPMENT as are owned by the CONTRACTOR,
during the period they were at the WORKSITE for purposes required under
the CONTRACT (calculated at the CONTRACTOR'S normal rental rates or
comparable compensation, including a reasonable depreciation);
(iv) any direct costs and expenses not covered by (i), (ii) and (iii) above including
but not limited to financing costs, and mobilisation costs of the
CONTRACTOR'S personnel under (ii) above and EQUIPMENT under (iii)
above and costs of demobilisation thereof to their next destination or to the
CONTRACTOR'S base works, whichever are the lower;
(v) any amounts properly paid or to be paid by the CONTRACTOR to any
SUBCONTRACTOR.
(b) subject to sub-clause (4) (b) herein, the actual costs (if any) in as far as not already
covered under sub-clause (8) herein, incurred by the CONTRACTOR as a result of
termination of the SUBCONTRACTS and other obligations not assigned to the
COMPANY pursuant to sub-clause (4) (c) herein;
(c) an amount to cover the CONTRACTOR'S profit for the part of the WORK performed
up to the date of discontinuance or termination, which amount shall be the sum of
the following:
(i) an amount equal to 10% of the total of the nominal salary and legal social
burden components of the man-hour costs referred to under sub-clause (5)
(a) (i) herein plus the CONTRACTOR'S customary overhead thereon; (i.e.
10% of the said total plus overhead on the said 10%)
(ii) an amount equal to 10% of the total of the nominal salary and legal social
burden components of the man-hour costs referred to under sub-clause (5)
(a) (ii) herein plus the CONTRACTOR'S customary overhead thereon. (i.e.
10% of the said total plus overhead on the said 10%)
(6) The amounts established in accordance with sub-clause (5) herein shall be expressed in
the currencies in which the expenditure has been or will be made.
(7) The actual costs referred to under sub-clause (5) (a) and (5) (b) herein shall, if the
COMPANY so wishes, be established as sound by external auditors to be appointed by
the COMPANY. All costs involved therein shall be for the COMPANY'S account. The
CONTRACTOR shall keep appropriate accounting records in order to enable such audit to
be carried out without difficulty or delay, as and when required.
(8) As soon as the parties have reached agreement on the total sum of money to which the
CONTRACTOR is entitled pursuant to sub-clause (5) herein, they shall establish the
difference expressed in the currencies in question between that sum and the total of the
amounts already paid to the CONTRACTOR by the COMPANY in those currencies under
the CONTRACT. The amount of the difference so established shall be settled in the
currencies concerned between the parties within 45 (forty-five) days of the date of receipt
by the debtor of a debit note submitted by the creditor to the debtor.
(9) (a) In the event of the COMPANY giving the CONTRACTOR a notice of discontinuance
in respect of part of the WORK under the clause headed COMPLETION hereof or
termination under sub-clause (2) herein or after the COMPANY has issued notice of
discontinuance or termination under sub-clause (1) herein, the CONTRACTOR shall
be entitled to payment only as set out below for the part of the WORK completed in
accordance with the CONTRACT up to the date of termination or discontinuance,
which payment shall be reduced by any additional costs incurred by the COMPANY
as a result of the default of the CONTRACTOR. These additional costs, as defined
in sub-clause (9) (c) herein, may be offset by the COMPANY against any moneys
due or which may become due to the CONTRACTOR from the COMPANY.
(b) In the event of such discontinuation or termination as referred to in sub-clause (9)
(a) herein, the CONTRACTOR shall, subject to sub-clause (9) (g) herein, in the first
instance only be entitled to the actual cost, including the CONTRACTOR'S
customary overheads, incurred by the CONTRACTOR in the performance of the

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part of the WORK completed in accordance with the CONTRACT up to the date of
discontinuation or termination referred to in sub-clause (9) (a) herein.
Any costs incurred by the CONTRACTOR in taking the steps such as indicated in
sub-clause (4) herein shall be for the CONTRACTOR'S account.
The actual costs referred to under sub-clause (9) (b) herein shall be examined and
certified as sound by external auditors appointed by the COMPANY. All costs
involved therein shall be for the CONTRACTOR'S account. The CONTRACTOR
shall keep appropriate accounting records in order to enable such audit to be
carried out without difficulty or delay, as and when required.
(c) The additional costs referred to in sub-clause (9) (a) herein shall be calculated as
follows:
Additional Costs = Ultimate Cost for - CONTRACT PRICE for
the part of the the part of the
WORK in question WORK in question
Where the 'ultimate cost' shall be an amount consisting of:
(i) the sum of money to which the CONTRACTOR is entitled pursuant to sub-
clause (9) (b) herein;
plus
(ii) the cost actually and necessarily incurred by the COMPANY for completion of
the part of the WORK not performed by the CONTRACTOR;
plus
(iii) cancellation charges, if any, incurred by the COMPANY in terminating
SUBCONTRACTS originally placed by the CONTRACTOR but in the
COMPANY'S opinion unacceptable for the further performance of the WORK.
(d) The COMPANY undertakes, at the CONTRACTOR'S specific request to that effect,
to supply the CONTRACTOR, at the CONTRACTOR'S expense, with a certificate of
independent auditors, certifying the total "ultimate cost" referred to in sub-clause (9)
(c) herein as sound.
(e) To the extent that the COMPANY is unable to offset such additional costs against
sums due to the CONTRACTOR under herein, then the CONTRACTOR shall pay
such additional costs to the COMPANY failing which the COMPANY shall have the
power to sell in such a manner and for such a price as it may think fit any or all of
the surplus MATERIALS and to recover the said additional cost out of the proceeds
of such sales.
(f) Upon completion of the WORK by the COMPANY or at such earlier date as the
COMPANY thinks appropriate, the COMPANY shall inform the CONTRACTOR that
the EQUIPMENT referred to in sub-clause (4) (b) herein is held available for the
CONTRACTOR at such place at or near the WORKSITE as the COMPANY will
indicate.
The CONTRACTOR shall thereafter without delay remove or arrange for the
removal of such EQUIPMENT from such place. Subject to sub-clause (9) (g) herein
the cost of removal and further cost of demobilisation of such EQUIPMENT shall be
for the CONTRACTOR'S account.
(g) Should it appear that the aforesaid "ultimate cost" is lower than the CONTRACT
PRICE, the COMPANY shall pay the CONTRACTOR:
(i) a reasonable amount for profit on the part of the WORK performed by the
CONTRACTOR,
(ii) a reasonable depreciation for the use of the CONTRACTOR'S EQUIPMENT
referred to in sub-clause (4) (b) herein,
(iii) the reasonable cost of removal and further cost of demobilisation of the
EQUIPMENT, as referred to in sub-clause (9) (f) herein.

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on the understanding that the aggregate amount of any or all payments under (i)
through (iii) above shall under no circumstances exceed the amount by which the
"ultimate cost" underruns the CONTRACT PRICE.
(h) In the event of discontinuance of part of the WORK under sub-clause (9) herein
then the provisions of sub-clause (9) herein shall apply mutatis mutandis.
(10) Discontinuance of part of the WORK or termination of the CONTRACT, shall not relieve
the CONTRACTOR of any continuing obligations or liabilities under the provisions of the
CONTRACT nor shall it affect any statutory or common law rights of the COMPANY or the
CONTRACTOR.
(11) Except as provided in this Clause, any costs, loss or damage sustained by the
CONTRACTOR from discontinuance of part of the WORK, or from termination of the
CONTRACT shall be for the account of the CONTRACTOR.

18. COMPLETION
(1) When the CONTRACTOR considers that the WORK has been completed, the
CONTRACTOR shall notify the COMPANY accordingly.
(2) Upon the receipt of such notification from the CONTRACTOR, the COMPANY shall
proceed forthwith to determine whether the WORK has been performed and completed in
accordance with the CONTRACT. Within 14 (fourteen) days of receipt of the above
notification from the CONTRACTOR or within a reasonable period if the WORK is to be
performed outside Negara Brunei Darussalam, the COMPANY shall either:-
(a) issue to the CONTRACTOR a Certificate of Completion that the WORK appears to
have been completed and stating the date of completion; or
(b) notify the CONTRACTOR that the COMPANY has found the WORK or part thereof
not to have been performed in accordance with the CONTRACT. The COMPANY
shall detail in writing the specific nature of the defect in performance and the
Clause, part or Section of the CONTRACT which contains the obligation of the
CONTRACTOR, which the CONTRACTOR has failed to meet. The CONTRACTOR
shall take immediately all action necessary to remedy the defect, so as to enable
the COMPANY to issue to the CONTRACTOR a Certificate of Completion; or
(c) notify the CONTRACTOR that the COMPANY has found the WORK or part thereof
not to have been performed in accordance with the CONTRACT and that the
COMPANY requires the CONTRACTOR not to remedy the defect in performance.
The COMPANY shall, in respect of such WORK, issue a notice of discontinuance in
accordance with Clause headed TERMINATION, DISCONTINUANCE OF THE
WORK AND DEFAULT hereof and the COMPANY shall be entitled to the rights and
remedies set out in that Clause. In respect of the remainder of the WORK, the
COMPANY shall also either notify the CONTRACTOR under sub-clause (2)(b)
herein or shall issue a Certificate of Completion.
(3) The issue of a Certificate of Completion by the COMPANY or the expiry of the guarantee
period or periods referred to in Clause headed RESPONSIBILITY FOR THE WORK
hereof shall not relieve the CONTRACTOR from any continuing obligations or liabilities
under the provisions of the CONTRACT including but not limited to the Clauses headed
RESPONSIBILITY FOR THE WORK, AUDIT RIGHTS OF THE COMPANY,
INTELLECTUAL PROPERTY RIGHTS, RESPONSIBILITIES AND INDEMNITIES and
INSURANCE, nor shall it affect any statutory or common law rights held by the
COMPANY or the CONTRACTOR.
(4) The provisions of this Clause may, at the COMPANY'S discretion, be applied to separate
parts of the WORK and shall be applied for any milestones identified in the CONTRACT.

19. RESPONSIBILITY FOR THE WORK

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(1) The CONTRACTOR shall perform the WORK with all proper skill and care and shall
ensure that the WORK and facilities, services, MATERIALS and EQUIPMENT used to
produce or incorporated into the WORK shall be fit for their intended purpose and of good
quality and workmanship.
(2) In addition to the obligations under sub-clause (1) herein, the CONTRACTOR shall ensure
that the WORK and all services, MATERIALS and workmanship used for or incorporated
into the WORK shall all be free from errors, defects, shrinkages and failures for the
relevant guarantee periods which shall expire at the later date of either:
(a) the end of the guarantee period specified for the WORK or for the particular part of
the WORK, services, MATERIALS or workmanship in SECTION 4 – SCOPE OF
WORK; or
(b) where no period has been specified pursuant to sub-clause (2)(a) herein, the end of
the period of one year from the date of completion stated on the relevant Certificate
of Completion; and
(c) in respect of any services, MATERIALS or workmanship repaired or replaced by the
CONTRACTOR under the provisions of sub-clause (4) herein, until the date that the
repair or replacement has been completed to the satisfaction of the COMPANY and
has been free from errors, defects and failures for the period specified in sub-clause
(2) (a) or (b) herein as appropriate.
(3) The CONTRACTOR shall not be liable for any breach of sub-clauses (1) or (2) herein to
the extent that:
(a) the errors, defects or failures are due to negligent operation by the COMPANY; or
(b) the CONTRACTOR acted reasonably in relying on the technical, design, fabrication
or procedural requirements of the COMPANY specified in the CONTRACT; or
(c) the COMPANY has specified in the CONTRACT the environment for the
performance of the WORK or part thereof in respect of which the breach has
occurred and the actual environment for the performance of the WORK were more
severe than those specified by the COMPANY elsewhere in the CONTRACT and
caused the breach; or
(d) the breach is due to a defect or failure in MATERIALS supplied by the COMPANY
which could not reasonably have been discovered by the CONTRACTOR complying
with the CONTRACTOR'S obligations under SECTION 6 – PROVISIONS BY
COMPANY AND CONTRACTOR.
(4) In the event of any breach of sub-clauses (1) or (2) herein (other than a breach set out in
sub-clause (3) herein) the CONTRACTOR shall be responsible at its cost for:
(a) the repair or correction, or at the option of the COMPANY, the replacement of any
defective services, MATERIALS or workmanship; and
(b) the carrying out of all work of uncovering, removal, procurement and reinstallation
as may be necessary; and
(c) any other resulting loss or damage incurred by the COMPANY that is not allocated
as the responsibility or liability of the CONTRACTOR or the COMPANY under
Clause headed RESPONSIBILITIES INDEMNITIES & INSURANCE.
(5) In the event of a breach of sub-clause (2) herein (other than a breach as set out in sub-
clause (3) herein) the COMPANY shall notify the CONTRACTOR of the breach. Upon
receipt of such notification from the COMPANY the CONTRACTOR shall immediately
carry out the CONTRACTOR'S obligations under sub-clause (4) herein. Alternatively the
COMPANY may undertake at its option any of the CONTRACTOR'S obligations under this
Clause in which case the COMPANY shall notify the CONTRACTOR of its intention and
shall be entitled to recover from the CONTRACTOR all costs incurred by the COMPANY
in carrying out such obligations.
(6) The rights and remedies of the COMPANY provided in sub-clause (5) herein are in
addition to those available in respect of sub-clause (1) herein and without prejudice to the

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COMPANY'S other remedies at law. The provisions of this Clause 20 shall not affect the
obligations of the COMPANY or the CONTRACTOR under the Clauses headed TERMS
OF PAYMENT, RESPONSIBILITIES AND INDEMNITIES AND INSURANCE.

20. CONTRACT PRICE

(1) For the performance and completion of the WORK, the COMPANY shall pay or cause to
be paid to the CONTRACTOR, at the times and in the manner specified in the
CONTRACT.
(2) Except where it is expressly provided that the COMPANY shall carry out an obligation
under the CONTRACT at its own cost, all things required to be supplied or performed by
the CONTRACTOR under the CONTRACT shall be at the CONTRACTOR'S cost and
deemed to be included in the CONTRACT PRICE.

21. TAXES
(1) The CONTRACTOR shall assume full and exclusive liability for payment of all taxes,
duties, levies, charges and contributions of any nature whatsoever that are from time to
time imposed by either:
(a) the Government of Negara Brunei Darussalam; or
(b) any other country in which the WORK is being performed; or
(c) any other fiscal or other authority whatsoever,
in respect of:
(i) employees or agents of the CONTRACTOR and its SUBCONTRACTORS (whether
or not such taxes, duties, levies, charges and contributions are measured by wages,
salaries and/or other remuneration); and
(ii) the gains of the CONTRACTOR and its SUBCONTRACTORS arising directly or
indirectly out of the performance of the WORK.
(2) The CONTRACTOR shall, and shall cause its SUBCONTRACTORS to report and pay all
such taxes, duties, levies, charges and contributions directly to the appropriate authorities
and otherwise comply with any applicable laws and regulations.
(3) The CONTRACTOR hereby covenants and undertakes to defend, indemnify and hold
harmless the COMPANY from any and all claims, suits, costs, liabilities, judgments, fines,
penalties, demands, loss or damage including any and all expenses, disbursements,
costs, legal fees, sums and amounts which the COMPANY suffers, incurs or is put to
resulting from, or in any way connected with, any assessment or imposition, for which by
the terms of this Clause the CONTRACTOR is liable.

22. TERMS OF PAYMENT

(1) On or before the end of the second week of the month during the progress of the WORK,
the CONTRACTOR shall invoice the COMPANY for WORK completed during the
preceding month and not included on previous invoices. Such invoice shall be submitted
in the currency in which the CONTRACTOR states its rates and prices in Section 8
SCHEDULE OF PRICES. The invoice shall be in such detail as may be requested by the
COMPANY and shall, in all applicable cases, show separately the individual amounts in
respect of each of the categories contained within the SCHEDULE OF PRICES.
Any invoice submitted by the CONTRACTOR in respect of a milestone shall be supported
by a copy of the Certificate of Completion which has been issued by the COMPANY in
respect of that milestone in accordance with the provisions of Clause headed
COMPLETION hereof.

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(2) Each invoice shall include the CONTRACT reference number and title and shall be
forwarded together with full documentary evidence including, where appropriate, originals
of certified time sheets and full details of expenses claimed to:
Brunei Shell Petroleum Company Sendirian Berhad,
FAC/212,
Seria KB3534,
BRUNEI DARUSSALAM.
Brunei LNG Sendirian Berhad,
FFC,
Belait KC2935,
BRUNEI DARUSSALAM.
Brunei Shell Marketing Sendirian Berhad,
BMF,
Bandar Seri Begawan BS8811,
BRUNEI DARUSSALAM.
The CONTRACT reference number of this CONTRACT is shown in the FORM OF
AGREEMENT. If the CONTRACT reference number is not shown on any invoice then the
COMPANY shall not be bound to pay such invoice and may return it to the
CONTRACTOR unpaid.
Only original invoices will be accepted for payment. If the original invoice is lost in transit
or mislaid, a certified true copy of such invoice signed by the CONTRACTOR shall be
submitted.
Eraser or white ink shall not be used for alteration, and invoices amended in this way shall
be rejected.
(3) If the COMPANY finds the invoice so submitted to be correctly prepared, adequately
supported and in conformity with the requirements of the CONTRACT, then the
COMPANY shall within 30 (thirty) days of receipt of the invoice in question remit the
invoiced amount into the bank account nominated by the CONTRACTOR.
(4) In the event of the COMPANY disputing any item of any invoice submitted by the
CONTRACTOR, the COMPANY shall within 30 (thirty) days notify to the CONTRACTOR
the item in dispute and shall specify its reasons for dispute. Payment in respect of such
item in dispute shall be withheld until settlement of the dispute but all undisputed items of
such invoice shall be paid in accordance with sub-clause (3) herein.
(5) The CONTRACTOR shall be responsible, at its own cost, for foreign exchange approval,
foreign exchange clearance, transfers into other currencies, or bank accounts.
(6) Following CONTRACT completion and after fulfillment by CONTRACTOR of all its duties
and obligations under this CONTRACT, the CONTRACTOR shall render to the
COMPANY the final invoice stating that all charges relating to the WORK have been
included therein and that there are no outstanding charges or claims.
(7) From any sum due to the CONTRACTOR under the CONTRACT, the COMPANY may
deduct the amount of any sum which it in good faith regards as being owed by the
CONTRACTOR to the COMPANY or its ASSOCIATES whether under the CONTRACT or
otherwise.
(8) Insofar as the CONTRACT or any part thereof is cost reimbursable the CONTRACT
PRICE shall constitute the only income of the CONTRACTOR in connection with the
CONTRACT which inter alia implies that it shall not accept any trade commission,
discount allowance or indirect payment or other consideration in connection with the
CONTRACT, without notifying and accounting for same to the COMPANY. Failure to
notify and account the above mentioned to the COMPANY shall be a breach of the
CONTRACT and the COMPANY may at its sole discretion terminate the CONTRACT
under Clause headed DISCONTINUANCE AND TERMINATION and recover such cost for
any trade commission, discount allowance or indirect payment or other consideration in
connection with the CONTRACT.

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(9) The CONTRACTOR may nominate a different or new bank account for payment due
herein, in which case such nomination shall be communicated in writing.

23. AUDIT RIGHTS OF THE COMPANY

(1) The COMPANY or its duly authorised representative shall at any time up to a limit of 6
(six) years after the completion or termination of or final payment under this CONTRACT,
whichever is the latest, have the right to carry out audits of all the records and related
documents, procedures and controls of the CONTRACTOR insofar as they relate to this
CONTRACT. The CONTRACTOR shall grant COMPANY access to any or all of the
CONTRACTOR'S premises to enable the COMPANY to exercise it's rights herein.
(2) The CONTRACTOR shall maintain or cause to have maintained its books and records,
insofar as they relate to this CONTRACT, in accordance with generally accepted
accounting principles and practices and shall preserve or cause to have preserved these
books and records and all documents related thereto for a period of 6 (six) years following
the completion or termination of or final payment under this CONTRACT, whichever is the
latest. The COMPANY or its authorised representative shall have the right to reproduce
any of the aforementioned records and documents.
(3) In the event that the CONTRACTOR'S books, records and documents are in the control of
or held by a third party, CONTRACTOR shall forthwith obtain the release of such books,
records and documents for the use of the COMPANY.
(4) The CONTRACTOR shall ensure that the provisions of sub-clauses (1) and (2) above are
included in any SUBCONTRACT thereby providing the COMPANY with the same rights to
carry out audits of any SUBCONTRACTOR as it has in respect of this CONTRACT.

24. LIENS
(1) The CONTRACTOR agrees that it shall not claim any lien or charge on the WORK or on
any property of the COMPANY in the possession of the CONTRACTOR or at the
WORKSITE.
(2) If at any time there shall be evidence of any lien, attachment, charge or claim to which, if
established, the COMPANY or its property might be subjected and which is made against
the CONTRACTOR, the COMPANY shall have the right to retain out of any payment to be
made under the CONTRACT an amount sufficient to indemnify the COMPANY completely
against such lien, attachment, charge or claim. Should there prove to be any lien,
attachment, charge or claim upon the property of the COMPANY after all payments
hereunder have been made the CONTRACTOR agrees to refund to the COMPANY the
costs incurred by the COMPANY in discharging any such lien, attachment, charge or
claim imposed on the property of the COMPANY in consequence of the default of the
CONTRACTOR. The CONTRACTOR shall notify immediately the COMPANY of any
possible lien, attachment, charge or claim which may affect the WORK or any part thereof.
(3) Without prejudice to the provisions of this Clause 25 the CONTRACTOR shall hold
harmless and indemnify the COMPANY from and against all liens, attachments, charges
or claims by any SUBCONTRACTOR or persons alleging to be a SUBCONTRACTOR in
connection with or arising out of the CONTRACT. The COMPANY shall have the right to
withhold the amount of any such lien, attachment, charge or claim from any payment to
the CONTRACTOR under the CONTRACT until removal of such claim by any
SUBCONTRACTOR. If such liens, attachments, charges or claims fall within the scope of
the insurances of the CONTRACTOR, it shall remain the responsibility of the
CONTRACTOR to furnish the COMPANY with satisfactory written certification from the
insurer of the CONTRACTOR that any such lien, attachment, charge or claim is covered
by the insurance of the CONTRACTOR before the COMPANY shall release any money
withheld hereunder.
(4) For the purpose of this Clause reference to the COMPANY shall include its
ASSOCIATES.

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25. OWNERSHIP
(1) All MATERIALS provided by the CONTRACTOR or any SUBCONTRACTOR shall
become the property of the COMPANY upon delivery to the WORKSITE or appropriation
to the CONTRACT or payment by the COMPANY whichever is the earliest. The property
in any MATERIALS provided by the CONTRACTOR or any SUBCONTRACTOR which
are not in accordance with the CONTRACT and which are rejected by the COMPANY
shall revest immediately in the CONTRACTOR or SUBCONTRACTOR as applicable. All
MATERIALS provided by the CONTRACTOR or SUBCONTRACTOR and not
incorporated into the WORK shall become the property of the CONTRACTOR or the
SUBCONTRACTOR at the completion of the WORK or such earlier date as may be
approved by the COMPANY.
(2) Unless otherwise agreed title to, access to, copyright in, the right to, possession of and
the free right of use of all things created under or arising out of the WORK shall vest in the
COMPANY immediately upon the date of commencement of the WORK or creation of the
article or document or item as applicable.
(3) The CONTRACTOR shall grant and procure that the SUBCONTRACTORS grant the
COMPANY a full free and unrestricted licence for the use of all MATERIALS and
EQUIPMENT provided by the CONTRACTOR or the SUBCONTRACTORS for the
performance of the WORK. The licence shall not terminate upon the suspension,
discontinuance or termination of all or part of the WORK and shall continue until the
WORK has been completed.
(5) The WORK shall be and remain the sole property of the COMPANY.
(4) The CONTRACTOR warrants that there are no retention of title clauses in force and
applying to any MATERIALS provided by the CONTRACTOR and shall indemnify the
COMPANY against all costs arising from each and every breach of the aforesaid
warranty.
(6) Notwithstanding the foregoing, risk in and the care and custody of any part of the WORK
and all MATERIALS and EQUIPMENT shall remain with CONTRACTOR until the WORK
is certified complete under Clause headed COMPLETION hereof or until its removal from
the WORKSITE, whichever is the later.

26. RESPONSIBILITIES AND INDEMNITIES

(1) General
For the purpose of Clauses headed RESPONSIBILITIES AND INDEMNITIES AND
INSURANCE herein,
a) The benefit of any indemnity given in favour of COMPANY or CONTRACTOR
herein shall include their respective indemnitees and visitors;
b) Company Indemnitees shall mean the COMPANY's Associates, its co-Venturers, its
agents and all of their respective personnel;
c) Contractor Indemnitees shall mean the CONTRACTOR's agents, its sub-contractors
and all of their respective personnel;
d) Co-Venturers shall mean the COMPANY's or its Associates' commercial partners in
any venture and all of their respective personnel.
e) In entering into the agreement contained in this Clause and solely for that purpose
only the COMPANY and the CONTRACTOR contract both on their own behalf and
as agent and/or trustee on behalf of and/or for the benefit of their respective
indemnitees.
(2) The CONTRACTOR shall until the COMPANY has issued a Certificate of completion of
the WORK be absolutely liable (save as mentioned below) for any and all loss or damage
to:-

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(a) the WORK or any part thereof;

(b) the MATERIALS for incorporation into the WORK in its supply or in its safe-keeping;
and shall make good and/or replace any item so lost or damaged. The CONTRACTOR's
obligation in this sub-clause (2) shall not apply where any such loss or damaged was
caused by war risks, civil war risks and nuclear risks to the extent that such risks are not
normally insurable on the insurance market and are excluded from the relevant insurance
policy taken out pursuant to Clause headed INSURANCE, but it shall apply in all other
cases no matter who caused the loss or damage and including but not limited to those
cases in which any loss or damage was caused by or contributed to or was partly
attributable to the negligence of the COMPANY or any of its ASSOCIATES or any of their
respective employees or agents, and the CONTRACTOR shall not seek contribution from
such person or persons for such reason.
(3) Property and Personnel of CONTRACTOR
(a) The CONTRACTOR shall be liable for and shall hold harmless, defend and
indemnify the COMPANY against any and all:
i) loss or damage to the property of, and/or
ii) personal injury, including fatal injury and disease to, and/or
iii) consequential loss or damage including but not limited to indirect losses and
loss of revenue, profit or anticipated profits of
the CONTRACTOR, however caused that arises out of or in connection with the
CONTRACT. This indemnity shall apply in full even though the cause of the injuries
(including death), loss or damage was the negligence of the COMPANY and the
CONTRACTOR shall not seek contribution from such person or persons for such
reason SAVE THAT the indemnity granted herein for personal injury including fatal
injury and disease to CONTRACTOR shall be limited only to all such periods when
the CONTRACTOR is performing the WORK under the CONTRACT.
(4) Property and Personnel of COMPANY
(a) The COMPANY shall be liable for and shall hold harmless, defend and indemnify
the CONTRACTOR against any and all:
i) loss or damage to the property of, and/or
ii) personal injury, including fatal injury and disease to
iii) consequential loss or damage including but not limited to indirect losses and
loss of revenue, profit or anticipated profits of
the COMPANY, however caused that arises out of or in connection with the
CONTRACTOR performing the WORK under the CONTRACT. This indemnity shall
apply in full even though the cause of the injuries (including death), loss or damage
was the negligence of the CONTRACTOR and the COMPANY shall not seek
contribution from such person or persons for such reason SAVE THAT the
indemnity granted herein for personal injury including fatal injury and disease to
COMPANY shall be limited only to all such periods when the CONTRACTOR is
working for the COMPANY.
(5) Third Party Liabilities
The CONTRACTOR shall indemnify and hold harmless the COMPANY against all claims,
demands, loss, costs (including costs as between attorney or solicitor and own client)
damages, liabilities and expenses which they or any of them suffer, incur or are put to
resulting from:-
(a) personal injury, including fatal injury and or disease to and/or
(b) loss or damage to property of
third parties arising out of or in connection with the performance of the CONTRACT,
whether or not the negligence or breach of duty of the COMPANY caused or contributed

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to such personal injury, loss or damage, and the CONTRACTOR shall not seek
contribution from such person or persons for such reason.
The indemnity and hold harmless in this sub-clause (5) shall be limited to US$5,000,000
or equivalent and in excess of such level liability shall be governed by applicable law.
(6) Consequential Losses
Subject to any express provisions in this CONTRACT, COMPANY and CONTRACTOR
agree that they shall in no event be liable one to the other for their respective
consequential damage not limited to but including indirect losses and loss of revenue,
profit or anticipated profits whether or not due in whole or in part to the negligence of
either party except to the extent of any liquidated damages provided for in the
CONTRACT.

27. INSURANCE
(1) Without limitation of its obligations and responsibilities the CONTRACTOR shall maintain
for the duration of the CONTRACT the following insurances in the joint names of the
CONTRACTOR, the COMPANY and its ASSOCIATES with a cross liability provision
where appropriate and with insurers acceptable to the COMPANY:-
(a) Employer's Liability and/or Workmen's Compensation Insurance with a minimum
limit of B$5,000,000 for any one accident or series of accidents arising out of one
occurrence, unlimited in the aggregate and as may be required by statute or similar
regulations in countries where the WORK is being performed in respect of the
CONTRACTOR's personnel in connection with the CONTRACT.
(b) adequate waterborne craft and motor vehicle insurance for owned, non-owned or
hired craft and motor vehicles, covering liabilities arising from the use and/or
operation of the waterborne craft and motor vehicles including liability contractually
assumed to third parties under this CONTRACT, liability to passengers and liability
for damage due to collision.
The CONTRACTOR shall ensure that its SUBCONTRACTORS maintain such insurances
where applicable similar insurances as referred to above in respect of their personnel,
waterborne craft and motor vehicles (whether owned, non-owned or hired).
(2) Approval by the COMPANY of any insurer or terms of insurance proposed by the
CONTRACTOR shall not relieve the CONTRACTOR of any obligation or liability under or
arising from the CONTRACT or generally at law.
(3) Without limitation of the CONTRACTOR's obligation and responsibilities under Clause
headed RESPONSIBILITIES AND INDEMNITIES, the COMPANY shall provide at its
expense for the benefit of the COMPANY the CONTRACTOR and SUBCONTRACTORS,
the following insurances.
(a) Construction All Risk insurance to cover the WORK and the Materials at the
WORKSITE.
(b) Insurance in the sum of US$5,000,000 or equivalent for any one accident or series
of accidents arising from one event in respect of the CONTRACTOR's liabilities
under sub-clause (5) headed RESPONSIBILITIES AND INDEMNITIES including the
contractual liability thereby assumed by the CONTRACTOR to third parties.
(4) The insurances under sub-clause (3)(a) and (b) herein will be to the benefit of the
COMPANY, CONTRACTOR, SUBCONTRACTORS and any ASSOCIATE. If the
Certificate of Completion of the WORK cannot be issued by the COMPANY, for
circumstances due to the CONTRACTOR or any Subcontractor, any additional premium
for continuation of the insurance shall be for the account of CONTRACTOR. None of the
insurances referred to in sub-clause (3) above shall cover either motor vehicles or
waterborne craft liability.

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The insurances under sub-clause (3)(a) and (b) herein includes damage to the WORK
and/or liabilities to third parties after issue of the Certificate of Completion, if such damage
and/or liabilities:-
(i) occur during the guarantee period up to a maximum of 12 months from the date of
issue of the Certificate of Completion, mentioned in Clause headed
RESPONSIBILITY FOR THE WORK from a cause arising before the date of issue
of the Certificate of Completion. If the guarantee period is more than 12 months,
then the Contractor is responsible at its own cost for purchasing the required
insurance coverage for period(s) in excess of the 12 months.
(ii) are caused by the CONTRACTOR in the course of fulfilling its obligations under
Clause headed RESPONSIBILITY FOR THE WORK within 12 (twelve) months from
the date of issue of the Certificate of Completion or within 12 (twelve) months from
the date of the start of any period of initial operations that may be provided for in the
CONTRACT, whichever is the earlier.
(5) The insurance policies the CONTRACTOR is required to have and those additional
policies which the CONTRACTOR feels desirable to have in connection with the WORK
shall, as far as applicable, name the COMPANY and its ASSOCIATES as co-insured, and
shall contain a waiver of insurers' subrogation rights against the COMPANY, its
ASSOCIATES and their respective employees.
In addition, any reference in any of the CONTRACTOR's insurance policies pertaining to
"Avoidance of certain Terms and Rights of Recovery" or similar clause shall be endorsed
to the effect that such clause is not applicable to the COMPANY and its Associates and
their respective employees by virtue of their inclusion as joint or co-assured.
(6) The COMPANY shall have the right to inspect all policies of insurances provided for in the
CONTRACT and the receipts for the current premiums.
(7) The CONTRACTOR's liability under the CONTRACT will not be restricted, limited or
altered by any stipulation or arrangements in the CONTRACT with regard to insurance
policies. The deductibles applying under the insurances arranged by the CONTRACTOR
or its Subcontractors shall be for the account of the CONTRACTOR or such
Subcontractors.
In respect of the insurance provided by the COMPANY under sub-clause (3) herein there
shall be payable by the CONTRACTOR or SUBCONTRACTOR claimant as a deductible
in respect of each and every claim the relevant amount shown below:-
(a) the first B$50,000 in respect of onshore WORK including third party liability;
(OPTION)
(b) the first B$350,000 in respect of offshore WORK including third party liability;
(for contract with ACV below B$1.75 Million)
or
(b) the first B$875,000 in respect of offshore WORK including third party liability;
(for contract with ACV of B$1.75 Million and above)
Any excess deductible above these figures shall be for the COMPANY's account.
(8) Should the CONTRACTOR fail to procure or maintain any of the aforesaid insurance for
which it is responsible or by any act or omission validate or invalidate any of the aforesaid
insurances whoever is responsible for them, the CONTRACTOR shall indemnify the
COMPANY and the other beneficiaries of said insurance to the extent they or any of them
suffers loss or damage liability or expense in consequence of such failure, act or
omission.
(9) Without prejudice to sub-clause (7) herein, if the CONTRACTOR fails to effect or keep in
force the insurance provided for in this Clause or any other insurance which it may be
required to effect under the terms of the CONTRACT then the COMPANY may effect and
keep in force any said insurance and pay the premium or premiums as may be necessary

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for that purpose and from time to time deduct the amount so paid by the COMPANY as
aforesaid from any monies due or which may become due to the CONTRACTOR or
recover them as a debt due from the CONTRACTOR. If the COMPANY does so act it
shall authorise a VARIATION under Clause 8 hereof to reduce the CONTRACT PRICE by
an amount equal to the COMPANY's costs in procuring such insurance.
(10) The CONTRACTOR shall notify the COMPANY of any occurrence likely to give rise to a
claim under any insurance policy as soon as possible and in any event within fifteen (15)
days of such occurrence. Thereafter the CONTRACTOR shall handle the claim directly
with the relevant insurers, and shall act in the best interests of both parties to this
CONTRACT.

28. PERMITS, LAWS AND REGULATIONS

(1) The CONTRACTOR shall abide by and comply, and ensure compliance by its
SUBCONTRACTORS, of all applicable law, rules and regulations of any governmental or
regulatory body having jurisdiction over the WORK.
(2) The CONTRACTOR shall obtain all licences and permits to conduct business and employ
persons in the country or countries and any political subdivisions thereof wherein any part
of the WORK is performed and shall obtain all permits, authorisations and labour quotas
required by any applicable law, rules and regulations.
(3) The CONTRACTOR shall ensure that any of its or its SUBCONTRACTOR's PERSONNEL
involved in performing the WORK and any of their respective accompanying dependents
hold and maintain valid travel documents and all other documents necessary to entitle
them lawfully to be in Negara Brunei Darussalam or other location to which they are
assigned.
(4) All costs of complying with all applicable laws, rules and regulations and obtaining
authorities, approvals, licences, permits, for performance of the WORK shall be for the
account of the CONTRACTOR.
(5) All operations necessary for the performance of the CONTRACT shall be conducted so as
not to interfere unnecessarily or improperly with the convenience of the public or the
access to, use and occupation of, navigable and other waters, waterways, channels,
harbours or harbour works, fisheries, natural harbours and anchorages and other places
of shelter, by sea or land, public or private roads and footpaths to or of properties whether
in the possession of the COMPANY, the CONTRACTOR, SUBCONTRACTORS or any
other person. The CONTRACTOR hereby indemnifies the COMPANY against all claims,
demands, proceedings, damages, costs, charges and expenses whatsoever arising in
relation to any of the aforesaid matters in so far as the CONTRACTOR is responsible for
such interference.
(6) The CONTRACTOR shall comply with all security requirements at COMPANY
WORKSITES where WORK is being performed by the CONTRACTOR. All costs for
complying with such requirements shall be for the account of CONTRACTOR.

29. HEALTH, SAFETY AND ENVIRONMENT

(1) The CONTRACTOR is required to meet the COMPANY'S requirements on all Health,
Safety and Environment matters as specified in the CONTRACT or as notified to the
CONTRACTOR by the COMPANY from time to time.
(2) The CONTRACTOR shall perform the WORK with all proper care and diligence in
accordance with the HSE STANDARDS and as stated in the CONTRACT. In the event of
conflict between any of the HSE STANDARDS the most demanding standard shall apply.
(3) Protection of the Environment
(a) The CONTRACTOR shall comply with national legislation of Negara Brunei
Darussalam in so far as it applies to environmental protection. In addition, the
CONTRACTOR shall comply with any international conventions or legislation

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relating to environmental protection which has been signed or, ratified by Negara
Brunei Darussalam or which has been specified in the CONTRACT.
(b) The CONTRACTOR shall comply with the COMPANY'S policy on protection of the
environment.
(c) The CONTRACTOR shall only use products which shall not cause any impact on
the environment when used in accordance with the instructions of the supplier.
Products shall be stored in a manner which shall cause minimum undue impact on
the environment.
(d) The CONTRACTOR shall take the necessary precautions to prevent damage to the
WORKSITE and to property and the environment adjoining the WORKSITE. The
CONTRACTOR shall be responsible should there be a claim arising from such
damage. In the event of any such damage, the CONTRACTOR, at its own cost,
shall take whatever remedial measures are considered necessary by the
COMPANY.
(e) The disposal of any waste materials from the WORKSITE shall be in accordance
with the COMPANY'S procedures. The disposal of waste materials must be agreed
with the COMPANY in advance and shall only be to waste disposal sites approved
for the purpose.
(f) At all times during the CONTRACT the CONTRACTOR shall keep the WORKSITE
and its surroundings clean, tidy and in good order. The CONTRACTOR shall
remove any waste materials and faulty equipment as soon as reasonably practical.
(g) The WORK shall not be deemed to have been completed until the CONTRACTOR
has removed from the WORKSITE and its surroundings all waste, debris, scrap, left
over materials, and temporary structures and has delivered the WORKSITE to the
COMPANY in a state of good order and cleanliness. The degree of rehabilitation of
the WORKSITE shall be in accordance with the requirements of the CONTRACT.

30. MILESTONE ZERO

(1) Milestone Zero is a date nominated by the COMPANY prior to commencement of WORK.
On or before Milestone Zero the CONTRACTOR shall show that it has in place all of the
resources (PERSONNEL, EQUIPMENT and procedures) necessary to execute the
WORK in accordance with all the requirements of the CONTRACT.
(2) The COMPANY may at its discretion permit in writing the CONTRACTOR to defer
compliance with some of the Milestone Zero requirements of the CONTRACT until a later
date or dates.
(3) The CONTRACTOR shall not commence WORK in connection with any aspect of the
CONTRACT where the adequacy of resources has not been established or in particular
where any COMPANY specified requirements are to be resolved.
(4) Notwithstanding the above, the COMPANY may:
(a) suspend or terminate the CONTRACT if the CONTRACTOR does not fulfill the
requirements of Milestone Zero as referred to above. The COMPANY is not liable to
the CONTRACTOR for any cost due to non-compliance of Milestone Zero
requirement.
(b) without prejudice to the COMPANY'S other rights of recourse, withhold from
payment to the CONTRACTOR such sums as the COMPANY estimates to be
required by the CONTRACTOR to fulfill the obligations of Milestone Zero and where
such obligations have been deferred or in respect of which the CONTRACTOR is in
default.
(5) Equipment Integrity
The CONTRACTOR shall ensure that all EQUIPMENT/MATERIALS used in the execution
of the WORK or supplied and installed as part of the WORK shall be installed, inspected

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and properly certified if applicable and maintained all in accordance with the HSE
STANDARDS.

31. PUBLIC AND INDUSTRIAL RELATIONS AND PUBLICITY

(1) The CONTRACTOR shall maintain good relations at all times among the various
regulatory bodies and with the general public. The COMPANY shall act as prime initiator
in contacts with any Brunei Government departments or agencies on any matters relating
to the CONTRACT except for those covered under Clause headed PERMITS, LAWS AND
REGULATIONS.
(2) The CONTRACTOR shall maintain good industrial relations, and shall consult the
COMPANY when requested to do so on all matters relating to industrial relations,
including but not limited to, minimum rates of payments, allowances, amenities and
overtime so that the interests of the COMPANY shall not be prejudiced.
(3) The CONTRACTOR shall make no publicity releases or announcements concerning the
activities of the CONTRACTOR or participation with respect to the CONTRACT without
the prior agreement of the COMPANY. The CONTRACTOR shall require all
SUBCONTRACTORS and suppliers to comply with this requirement.
(4) The CONTRACTOR shall, and shall cause its SUBCONTRACTORS to, pay fair wages to
their employees in Brunei Darussalam.
(5) The COMPANY shall have the sole right of advertising upon or adjacent to COMPANY
owned WORKSITES in Brunei Darussalam and the CONTRACTOR shall not display or
permit the display of any advertisement without the COMPANY'S prior written consent.

32. BUSINESS ETHICS

(1) The CONTRACTOR acknowledges and understands the COMPANY’s “Statement of
General Business Principles” (SGBP) [a copy can be obtained by the CONTRACTOR
from the COMPANY]. The CONTRACTOR shall ensure that it meets the standards
expected of contractors, in particular those dealing with Business Integrity, as detailed in
the SGBP.
(2) The COMPANY shall be entitled to terminate the CONTRACT and to recover from the
CONTRACTOR the amount of any loss arising from such termination if:
(a) the CONTRACTOR or any SUBCONTRACTOR offers, gives or agrees to give, or
receives or agrees to receive, at any time, to or from any person, any gift or favour
or releases or agrees to release any obligation to or from any person as an
inducement or reward for:
(i) doing or forbearing to do (or for having done or forborne to do) any act which
relates to the obtaining or execution of the CONTRACT, or
(ii) showing or forbearing to show favour to any person in relation to any contract
with the COMPANY, OR
(b) the gifts or favours referred to in sub-clause (1) above have been offered by any
person or persons employed by the CONTRACTOR or SUBCONTRACTOR or
acting on their behalf (whether with or without their knowledge), OR
(c) the CONTRACTOR, Subcontractor or any person employed by either of them or
acting on their behalf has, in relation to any contract with the COMPANY,
(i) committed, abetted or attempted to commit any offence, or
(ii) given any fee or reward the receipt of which is an offence
under the Brunei Penal Code or Prevention of Corruption Act 1982 including any
amendment or re-enactment (or any similar law or enactment in force at either the
CONTRACTOR's place of business or the place for performance of any part of the
WORK outside Brunei Darussalam).

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33. GENERAL LEGAL PROVISIONS

(1) Assignment of the Contract
(a) The CONTRACTOR shall not assign either the CONTRACT or any part of it or any
benefit or interest in or under it (except for an assignment of payments to the
CONTRACTOR'S bank) without the COMPANY's prior written consent. The
COMPANY shall be entitled to assign the CONTRACT or any part of it or any
benefit or interest under it to any of its ASSOCIATES.
(b) In respect of the WORK executed or of MATERIALS supplied by the
SUBCONTRACTOR, if a Subcontractor has undertaken towards the
CONTRACTOR any continuing obligation extending for a period exceeding that of
the guarantee period under the CONTRACT, the CONTRACTOR shall at the end of
the guarantee period notify the COMPANY of the continuing obligation and at the
request of the COMPANY, shall assign to the COMPANY the benefit of that
obligation for its unexpired duration.
(2) Waiver
Any failure or forebearance or delay or omission on the part of the COMPANY at any time
or from time to time to enforce or to require the strict adherence and performance of any
of the terms or conditions of the CONTRACT or of any breach arising under this
CONTRACT shall not constitute a waiver of such terms or conditions or breaches and/or
affect or impair such terms or conditions in any way or the right of the COMPANY at any
time to avail itself of such remedies as it may have for each and every breach of such
terms or conditions.
(3) Independence of the Contractor
The CONTRACTOR shall act as an independent contractor with respect to the
CONTRACT.
(4) Proper Law
The validity, construction and performance of this CONTRACT shall be governed by
English law.
(5) Legislation
Unless specified in the CONTRACT, reference to any legislation of Brunei Darussalam
shall be construed as reference to that legislation as respectively amended or re-enacted
at the commencement of the CONTRACT.
(6) Any dispute between the parties which is not resolved amicably shall be submitted to the
jurisdiction of the Courts of Brunei Darussalam.

34. SUBSTANCE ABUSE

(1) Before commencement of the WORK, the CONTRACTOR shall have established a drugs,
alcohol and substance abuse policy written in any language which may be appropriate.
The CONTRACTOR shall ensure that this policy is understood and observed by all
personnel and agents (including those of all SUBCONTRACTORS) engaged on the
WORK.
(2) The CONTRACTOR's drugs, alcohol and substance abuse policy shall as a minimum
provide that:
(a) all PERSONNEL and agents while performing the WORK or at any WORKSITE or
on any COMPANY premises shall be free from the influence of any alcohol or illegal
drugs or other prohibited substances;
(b) no PERSONNEL and agents shall use legal drugs illicitly nor shall they use,
possess, distribute, buy or sell alcohol or illegal drugs while performing the WORK
or at any WORKSITE or on any COMPANY premises;

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(c) any PERSONNEL or agents who are suspected of having consumed alcohol or
illegal drugs or other prohibited substances while performing the WORK shall be
required to undergo tests to detect such;
(d) any PERSONNEL and agents who are in breach of the provisions of sub-clauses 2
(a) or 2 (b) above or refuse to be tested in accordance with the provisions of sub-
clause 2 (c) above or who have been tested positive shall be subject to disciplinary
action which may include instant dismissal without compensation of any kind.
(3) The CONTRACTOR shall undertake not to provide to the COMPANY any personnel and
agents who have violated any of the provisions of sub-clause (2).
(4) The CONTRACTOR shall use its best endeavours to ensure that any personnel it recruits
would pass a drug test.
(5) Notwithstanding the Clause 34 (2), the COMPANY have the right to conduct random
testing on any of the PERSONNEL provided by the CONTRACTOR in the execution of
the CONTRACT. Any PERSONNEL tested positive for substance abuse shall be removed
immediately from the COMPANY’s WORKSITE(s) and shall be subject to the
CONTRACTOR’s disciplinary actions.

35. CUSTOMS CLEARANCE/DUTIES

(1) The CONTRACTOR shall be responsible for the importation and re-exportation of
MATERIALS and EQUIPMENT required for the proper performance of the WORK and for
all costs related thereto including customs duties.

36. INTELLECTUAL PROPERTY RIGHTS

(1) The COMPANY and the CONTRACTOR shall identify any patent or proprietary or
protected right which they are providing for the purposes of the CONTRACT at the time
that such patent or proprietary or protected right is so provided. Neither the COMPANY
nor the CONTRACTOR shall have the right of use other than for the purpose of the
WORK, whether directly or indirectly, of any Intellectual Property or process so provided
by the other party.
Intellectual Property includes, without prejudice to its generality, patents, designs,
trademarks, know-how and copyrights.
(2) The COMPANY reserves the sole right to seek patents in any country in the world on any
item invented during the term of the CONTRACT as a direct result of the WORK. The
CONTRACTOR agrees to notify promptly the COMPANY of any potentially patentable
ideas conceived during the term of or as a direct result of working under the CONTRACT.
The CONTRACTOR agrees to provide co-operation in all efforts by the COMPANY to
obtain such patents, and will be reimbursed a reasonable charge for the extra time and
expense required. The COMPANY agrees to grant the CONTRACTOR a royalty free
licence either to use any patents developed out of the CONTRACT or to permit a
SUBCONTRACTOR to manufacture or otherwise use the patents for the ultimate use only
of the CONTRACTOR.
(3) The COMPANY agrees either to promptly patent at the expense of the COMPANY any
item arising under the CONTRACT or to give the CONTRACTOR a written release of the
item to the CONTRACTOR. The CONTRACTOR agrees to grant the COMPANY and its
ASSOCIATES a royalty free irrevocable licence to use any patent obtained by the
CONTRACTOR on any item arising under the CONTRACT.
(4) The CONTRACTOR shall, both during the term of the CONTRACT and after its
termination or expiry, hold harmless and indemnify the COMPANY and its ASSOCIATES
from and against all loss, damage and expense arising from any claim for infringement of
Intellectual Property in existence or to be granted on an application prior to the final
Certificate of Completion with respect to the WORK or the date of discontinuation or
termination of the CONTRACT as referred to in Clause headed DISCONTINUANCE AND
TERMINATION, whichever is the earlier, with respect to or arising out of:

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(a) the WORK;

(b) the use in the WORK or any part thereof of any process or part thereof chosen by
the CONTRACTOR other than at the COMPANY'S specific request;
(c) the use in the WORK or any part thereof of any designs, drawings and/or
specifications not prepared/supplied by the COMPANY;
(d) the incorporation or use in the WORK or any part thereof of any item of
MATERIALS or part thereof;
(e) the use of drawings, specifications, requisitions, calculations and other documents
prepared by the CONTRACTOR and/or any SUBCONTRACTOR under the
CONTRACT;
(f) the manufacture, sale or use of EQUIPMENT and construction techniques used by
the CONTRACTOR.
(5) In the event of any process or item of MATERIALS or part thereof as referred to in sub-
clauses (4) (b) and (c) of this Clause are held to constitute infringement and its use barred
or prevented the CONTRACTOR shall at its own expense and after consultation with the
COMPANY either procure for the COMPANY the right to continue at no cost to the
COMPANY using such process or item of MATERIALS or part thereof, or replace the
same with a non-infringing process or item(s) of MATERIALS, or modify it so it becomes
non-infringing.
Any such replacement or modification shall not result in a variation in the CONTRACT.
(6) In the event of any claim or action brought against the COMPANY arising out of the
matters referred to in sub-clause (4) herein, the CONTRACTOR shall be promptly notified
thereof and shall, at its own expense, conduct all negotiations for the settlement of the
same, and any litigation that may arise therefrom. The COMPANY will not, unless and
until the CONTRACTOR shall have failed to take over the conduct of the negotiations or
litigation, make any admission which might be prejudicial thereto. Notwithstanding the
aforesaid conduct by the CONTRACTOR of such negotiations or litigation shall be
conditional upon the CONTRACTOR having first given to the COMPANY such reasonable
security as shall from time to time be required by the COMPANY to cover the amount
ascertained or agreed as estimates, as the case may be, of any compensation, damages,
expenses or cost for which the COMPANY may be held liable.
The COMPANY shall, at the request of the CONTRACTOR, afford all available assistance
for the purpose of contesting any such claims or actions and shall be repaid by the
CONTRACTOR all reasonable expenses incurred in so doing.

37. INFORMATION SECURITY

(1) Where CONTRACTOR is required in the performance of the CONTRACT access to
COMPANY'S Information Assets in the form of electronically stored information,
information systems and communication systems, and computing equipment and facilities
the CONTRACTOR shall comply with Information Security Procedure of the COMPANY.
(2) CONTRACTOR shall ensure that its PERSONNEL have the appropriate access authority
approved by the COMPANY prior to carrying out the WORK. Access authorisation granted
by the COMPANY shall be to individual CONTRACTOR'S PERSONNEL only and may not
be transferred to or shared with any person.

38. EMPLOYMENT AND TRAINING

(1) The CONTRACTOR shall employ, wherever possible, suitably qualified Brunei Citizens to
manage and carry out the WORK. The CONTRACTOR shall prepare an organization
chart indicating which positions will be filled at the start of the CONTRACT by citizens and
permanent residents of Brunei, and which positions are planned to be filled during the
term of the CONTRACT by such persons. The CONTRACTOR shall provide details of any

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training programmes for such persons which are planned to be carried out during the term
of the CONTRACT.
(2) The CONTRACTOR shall provide the COMPANY with all necessary information to enable
the COMPANY to monitor the progress of the CONTRACTOR towards implementation of
the CONTRACTOR'S employment and training plans for citizens and permanent residents
of Brunei.

39. POSSESSION OF WORKSITE

(1) This Clause applies to WORKSITE occupied by the COMPANY under the provisions of its
Petroleum Mining Agreements with the Government of Negara Brunei Darussalam where
WORK is to be performed on such WORKSITE.
(2) If the CONTRACT does not specify the extent of the sections of the WORKSITE and the
order in which they are from time to time to be given to the CONTRACTOR, the
COMPANY shall, at the effective date of the CONTRACT, grant to the CONTRACTOR
possession of so much of the WORKSITE as may be required to enable the
CONTRACTOR to commence and proceed with the WORK in accordance with the
programme referred to in Clause headed SCHEDULING hereof and will from time to time
as the WORK proceeds grant to the CONTRACTOR possession of such further portions
of the WORKSITE as may be required to enable the CONTRACTOR to proceed with the
WORK with due dispatch in accordance with the said programme.
(3) If the CONTRACTOR suffers delay or incurs cost from failure on the part of the
COMPANY to grant possession in accordance with the terms of sub-clause (2) herein, the
CONTRACTOR may request the COMPANY to issue a VARIATION.
(4) The CONTRACTOR shall bear all expenses and charges for special or temporary
wayleaves required by it in connection with access to the WORKSITE.
(5) The possession of the WORKSITE mentioned in sub-clause (2) herein shall not be
exclusive to the CONTRACTOR but only such as will enable it to perform the WORK.

40. USE OF CONTRACTOR'S EQUIPMENT BY OTHERS

(1) The CONTRACTOR shall, if so requested by the COMPANY REPRESENTATIVE, make
available to other contractors, the COMPANY or any other body nominated by the
COMPANY any of the CONTRACTOR'S EQUIPMENT used to perform the WORK. The
COMPANY REPRESENTATIVE shall authorise a VARIATION for any delay the
CONTRACTOR suffers thereby and for a reasonable sum to reimburse any extra cost
incurred by the CONTRACTOR.

41. PARENT COMPANY GUARANTEE

(1) The CONTRACTOR'S ultimate holding company or companies shall provide the
COMPANY with a Parent Company Guarantee in the form contained in the Appendix to
these GENERAL CONDITIONS OF CONTRACT. Any such guarantee given by more than
one ultimate holding company shall be given jointly and severally by such companies. The
COMPANY shall not be obliged to make any payments under the CONTRACT to the
CONTRACTOR until it has received a Parent Company Guarantee in compliance with this
Clause. Any such guarantee shall apply to the CONTRACT and remain valid until the final
guarantee period provided for in the Clause headed Responsibility for the Work hereof
has expired.

42. SECURITY OF WORK

(1) The CONTRACTOR shall in connection with the WORK provide and maintain at its own
cost all necessary security measures which shall include but are not limited to, lights,
guards, fencing, watching and any buoys, navigation lights and marks when and where

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necessary or required by the COMPANY or by any duly constituted authority, for the
protection of the WORK, or for the safety and convenience of the public or others. The
CONTRACTOR shall thereby ensure that no unauthorised person enters the WORKSITE.

43. DRAWINGS AND DOCUMENTS

(1) The CONTRACTOR shall submit to the COMPANY for review and comment all relevant
documents including but not limited to sketches, drawings, reports, and recommendations.
These documents shall be submitted to the COMPANY in sufficient time to allow the
COMPANY the time specified in SECTION 7 – JOB INSTRUCTIONS (or if no time is
specified, a reasonable time) to review and comment upon them and to allow the
CONTRACTOR to comply with such comments, and re-submit the documents as
aforesaid without delaying performance of the WORK.
(2) Upon award of the CONTRACT the COMPANY shall furnish the CONTRACTOR with 1
(one) reproducible copy of the Drawings referred to in SECTION 5 – SPECIFICATION
AND DRAWINGS and 2 (two) copies of the CONTRACT Documents free of charge to the
CONTRACTOR. The CONTRACTOR shall provide and make at its own expense any
further copies required by it and maintain sufficient copies of same in order to fulfill its
obligation under the CONTRACT.
(3) The CONTRACTOR shall furnish the COMPANY with 3 (three) copies of the Drawings
and specification prepared by the CONTRACTOR or any SUBCONTRACTOR and 3
(three) copies of any revisions of said drawings from time to time during the progress of
the WORK.
(4) Upon completion of the whole of the WORK or any part thereof the CONTRACTOR shall
provide the COMPANY with 1 (one) good quality reproducible copy and 3 (three)
COMPANY approved copies of final as-built details of all Drawings in respect of the
WORK.
(5) The CONTRACT HOLDER shall have full power and authority to supply to the
CONTRACTOR from time to time during the progress of the WORK such modified or
further drawings and instructions as shall in his opinion be necessary for the purpose of
the proper and adequate construction, completion and maintenance of the WORK and the
CONTRACTOR shall carry out and be bound by same.
(6) One continuously updated copy of the Drawings and CONTRACT Documents furnished to
the CONTRACTOR as aforesaid shall be kept by the CONTRACTOR on the WORKSITE
and the same shall at all reasonable times be available for inspection and use by the
CONTRACT HOLDER and any other person authorised by him in writing.
(7) References in this Clause to drawings, documents, etc. shall include those items in
whatever format they are produced.

44. SETTING OUT

(1) The CONTRACTOR shall be responsible for the true and proper setting-out of the WORK
in relation to original points, lines and levels of reference given by the COMPANY in
writing and for the correctness of the position, levels, dimensions and alignment of all
parts of the WORK and for the provision of all necessary instruments, appliances and
labour in connection therewith.
If, at any time during the progress of the WORK, any error shall appear or arise in the
position, levels, dimensions or alignment of any part of the WORK, the CONTRACTOR
shall, at its own expense, rectify such error to the satisfaction of the COMPANY, unless
such error is based on incorrect data supplied in writing by the COMPANY, in which case
the expense of rectifying the same shall be borne by the COMPANY. The checking of any
setting-out or of any line or level by the COMPANY shall not in any way relieve the
CONTRACTOR of its responsibility for the correctness thereof and the CONTRACTOR
shall protect and preserve all benchmarks, sight-rails, pegs and other things used in
setting-out the WORK.

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45. FOSSILS, ARTICLES DISCOVERED

(1) All fossils, coins, articles of value or antiquity and structures and other remains or things of
geological or archaeological interest discovered on the WORKSITE shall as between the
COMPANY and the CONTRACTOR be deemed to be the absolute property of the
COMPANY. The CONTRACTOR shall take all necessary precautions to prevent its
workmen or any other persons from removing or damaging any said article or thing and
shall immediately on discovery thereof inform the COMPANY of the discovery and carry
out, at the expense of the COMPANY, the COMPANY'S instructions regarding disposal of
same.
(2) Any costs of recovery or costs arising from unauthorized removal of fossils, articles etc
shall be for the account of the CONTRACTOR.

46. LABOUR ON WORKSITE IN BRUNEI

(1) The CONTRACTOR shall, so far as is reasonably practicable, having regard to local
conditions, provide on the WORKSITE, to the satisfaction of the COMPANY, an adequate
supply of drinking water and sanitary facilities for the use of the CONTRACTOR and the
COMPANY.
(2) The CONTRACTOR shall not, otherwise than in accordance with the Statutes,
Ordinances and Government Regulations or Orders for the time being in force, import,
sell, give, barter or otherwise dispose of any alcoholic liquor, or drugs, or permit to suffer
any such importation, sale, gift, barter or disposal by its SUBCONTRACTORS, agents or
employees.
(3) The CONTRACTOR shall not give, barter or otherwise dispose of to any person or
persons, any arms or ammunition of any kind or permit or suffer the same as aforesaid.
(4) The CONTRACTOR shall in all dealings with personnel in its employment have due
regard to all recognised festivals, days of rest and religious or other customs.
(5) In the event of any outbreak of illness of an epidemic nature the CONTRACTOR shall
comply with and carry out such regulations, orders and requirements as may be made by
the Government, or the local medical or sanitary authorities or the COMPANY's Chief
Medical Officer for the purpose of dealing with and overcoming same.
(6) The CONTRACTOR shall at all times take all reasonable precautions to prevent any
unlawful, riotous or disorderly conduct by or amongst its employees and for the
preservation of peace and protection of persons and property in the neighbourhood of the
WORK.
(7) The CONTRACTOR shall, if required by the COMPANY deliver to the COMPANY a return
in detail in such form and at such intervals as the COMPANY may prescribe showing the
supervisory staff and the numbers of the several classes of labour from time to time
employed by the CONTRACTOR on the WORKSITE and such information in respect of
EQUIPMENT as the COMPANY may require.
(8) The CONTRACTOR shall be responsible for observance by its SUBCONTRACTORS of
the foregoing provisions.

47. MARKING OF WORK

(1) Without prejudice to the provisions of Clause headed OWNERSHIP and any other
provision of the CONTRACT in the event that the property in any part of the WORK
passes to the COMPANY before delivery, the CONTRACTOR shall so far as is
practicable and to the reasonable satisfaction of the COMPANY set that part of the WORK
aside and/or distinctly mark it as the property of the COMPANY. The CONTRACTOR shall
ensure that any insurances with respect to that part of the WORK shall remain effective
until delivery and if the COMPANY so requires, name the COMPANY as co-insured in the
aforesaid insurance.

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48. LIQUIDATED DAMAGES FOR DELAY

(1) If the CONTRACTOR shall fail to complete the WORK or any specifically identified part of
the WORK within the time prescribed by the CONTRACT, the CONTRACTOR shall pay
the COMPANY the sum stated in SECTION 8 – SCHEDULE OF PRICES as liquidated
damages which are mutually agreed and not as penalty for such default by the
CONTRACTOR for every day or part of a day which shall elapse between the time
prescribed by the CONTRACT for completion and the date of certified completion of the
WORK or any specifically identified part of it as the case may be. The COMPANY may,
without prejudice to any other method of recovery, set off the amount of such liquidated
damages from any moneys due or which may become due to the CONTRACTOR. The
payment or deduction of such damages shall not relieve the CONTRACTOR from its
obligations to complete the WORK, or from any other of its obligations and liabilities under
the CONTRACT.
(2) The amount of any liquidated damages payable for delay shall be in addition to any
damages, liquidated or otherwise payable by CONTRACTOR because the WORK or any
part of it fails to achieve any performance values guaranteed by the CONTRACT.

49. OPERATING AND MAINTENANCE INSTRUCTIONS

(1) The CONTRACTOR shall furnish to the COMPANY before completion of the WORK full
Operating and Maintenance Instructions (including but not limited to Manufacturer's
recommendations, details and source of spare parts, Manufacturer's manuals and so
forth) which together with the as-built drawings supplied under the Clause headed
DRAWINGS AND DOCUMENTS shall be in sufficient detail in the COMPANY'S opinion to
enable the COMPANY to maintain, dismantle, reassemble, refurbish and adjust all parts
of the WORK. Unless otherwise agreed, a Certificate of Completion shall not be given
under Clause headed COMPLETION hereof until such instructions are provided.

50. COMPLETION TESTS

(1) Without prejudice to Clause headed INSPECTION AND TESTING hereof if the
CONTRACT provides that the WORK or any part of it shall undergo completion tests then
the CONTRACTOR shall give the COMPANY the period of notice specified in the
CONTRACT (or if none is stated not less than fourteen (14) days prior notice) of
readiness to commence testing, and shall agree with the COMPANY the times of testing.
In all cases the CONTRACTOR shall give the COMPANY three (3) copies of the full test
procedures for each test to be carried out not later than six (6) weeks before the start of
the test in question.
(2) 'Completion tests' as used in this Clause shall mean all the performance test runs and trial
operation periods that have to be successfully performed under the CONTRACT.
(3) If the COMPANY does not attend any such test then the test shall proceed in their
absence and the certified copies of the test results shall be deemed to be a correct record
thereof. In any event the CONTRACTOR shall provide the COMPANY with three (3)
certified copies of the test results and all associated test reports.
(4) The COMPANY shall provide such facilities and utilities as are specified in the
CONTRACT to enable Completion Tests to be carried out.
(5) If in the opinion of the COMPANY the tests are being unduly delayed he may by written
notice call upon the CONTRACTOR to carry out such tests within fourteen (14) days of
receipt of the said notice, and the CONTRACTOR shall carry out the said tests within the
said period and notify the COMPANY the time of testing. If the CONTRACTOR fails to
make such tests within the aforesaid period, the COMPANY may proceed to perform them
at the risk and expense of the CONTRACTOR unless the CONTRACTOR has given the
COMPANY a prior written statement that the aforesaid test will damage all or part of the

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WORK. In the event that COMPANY carries out such tests in spite of CONTRACTOR'S
prior written statement, any damage to the WORK shall be for the COMPANY'S account.
(6) As and when the WORK or any separate part of it shall have passed all the Completion
Tests referred to in this Clause the COMPANY shall notify the CONTRACTOR
accordingly.
Notification that the WORK or any part of the WORK has passed Completion Tests shall
not relieve the CONTRACTOR from any liability or obligation under the CONTRACT nor
shall it constitute a Certificate of Completion under Clause headed COMPLETION.
(7) If the WORK or any part of it fails the Completion Tests the COMPANY shall so notify the
CONTRACTOR and may state reasons for the failure. The CONTRACTOR shall with all
speed remedy the defect and/or bring the performance up to such levels as are
guaranteed in the CONTRACT. The CONTRACTOR shall then repeat the tests at its own
cost under the same terms and conditions.
(8) If the WORK or any part of it fails the Completion Tests or any repetition thereof under
sub-clause (7) herein, the COMPANY may:-
(a) order a further repetition of the said tests under the terms of sub-clause (7) herein,
or
(b) reject the WORK or the part thereof if the test results show that the WORK or the
part of it in question fails to meet the performance or the agreed tolerances
specified in the CONTRACT, or if there are none if the results show that the WORK
or the part of it in question is not in accordance with the CONTRACT, or
(c) agree to take over the WORK or part of it in question subject to the COMPANY
receiving such liquidated damages for diminution of value as may be provided for in
the CONTRACT or failing such provision, as may be agreed by the parties or failing
agreement, at the sole discretion of the COMPANY.
(9) No Certificate of Completion shall be given under the Clause headed COMPLETION
hereof until the WORK has either passed all the Completion Tests or has been taken over
pursuant to sub-clause (8) (c) herein.
(10) If any repairs, corrections or replacement of WORK during the guarantee period under
Clause headed RESPONSIBILITY FOR THE WORK hereof are of such a nature that they
may, in the COMPANY'S reasonable opinion, affect the fitness for purpose of the WORK
then the COMPANY may require the Completion Tests to be repeated in which case such
tests shall be carried out as provided in this Clause and the CONTRACT.
(11) Any testing, failure to test or repetition of test shall, unless with the prior written consent of
the COMPANY not constitute a waiver of the COMPLETION DATE.

51. FACTORY TESTS

(1) Without prejudice to Clause headed INSPECTION AND TESTING hereof, if the
CONTRACT provides that any part of the WORK shall undergo factory tests the
CONTRACTOR shall give the COMPANY the period of notice specified in the
CONTRACT (or if none is stated not less than fourteen (14) days prior notice) of
readiness to test and shall agree with the COMPANY the time and place of the tests. In
all cases the CONTRACTOR shall give the COMPANY three copies of the full test
procedures to be carried out not later than six weeks before the start of the tests in
question.
(2) The COMPANY shall give reasonable notice of its requirements and the CONTRACTOR
shall ensure that the said requirements shall be included in all tests to be carried out at
places under CONTRACTOR'S and/or its SUBCONTRACTORS control.
(3) The CONTRACTOR shall carry out such factory tests in accordance with the test
procedures notified to the COMPANY. If the COMPANY does not attend any such test,
then the test shall proceed in their absence and the certified copies of the test results shall

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be deemed to be a correct record thereof. In any event the CONTRACTOR shall provide
the three (3) certified copies of the test results and all associated test reports.
(4) The CONTRACTOR shall provide at its own cost all things necessary to carry out the said
tests.
(5) As and when the part of the WORK in question shall have passed the factory tests
referred to in this Clause the COMPANY shall notify the CONTRACTOR accordingly.
Notification that a part of the WORK has passed factory tests shall not relieve the
CONTRACTOR from any liability or obligation under the CONTRACT nor shall it
constitute a Certificate of Completion under Clause headed COMPLETION.
(6) If the part of the WORK in question fails the said factory tests then the COMPANY shall so
notify the CONTRACTOR, and shall state reasons for the failure. The CONTRACTOR
shall with all speed make good the defect and (unless the COMPANY dispenses with
further tests) repeat the tests at its own cost under the same terms and conditions.
(7) Unless the COMPANY shall otherwise direct, no part of the WORK that has to undergo
factory tests shall be delivered to the COMPANY until it has passed the factory tests in
question.
(8) Any delays as a result of the said factory tests or re-testing required by the COMPANY
shall not be regarded as a waiver by the COMPANY of any of its rights under the
CONTRACT or at law.

52. EXTRAORDINARY TRAFFIC

(1) The CONTRACTOR shall use all reasonable means to prevent any of the highways, water
ways or bridges, locks, sea walls, harbour works or navigation marks communicating with
or on the routes to the WORKSITE from being damaged, or obstructed by any traffic of
the CONTRACTOR or any of its SUBCONTRACTORS and in particular shall select
routes, choose and use vehicles and vessels and restrict and distribute loads and cargoes
so that any such traffic as will inevitably arise from the moving of EQUIPMENT and
MATERIALS from and to the WORKSITE shall be limited, as far as reasonably possible,
and so that no unnecessary damage or obstructions may be occasioned to such highways
and other routes as aforesaid.
(2) Should it be found necessary for the CONTRACTOR to move any loads of MATERIALS,
EQUIPMENT, machinery or pre-constructed units or parts of units of WORK over part of
any highway or other routes works as described in sub-clause (1) herein the moving
whereof is likely to damage any highway or such other routes unless special protection or
strengthening (the "Protection") is carried out, the CONTRACTOR shall before moving the
load on to such highway or other routes give notice to the COMPANY
REPRESENTATIVE of the weight and other particulars of the load to be moved and its
proposals for the Protection. Unless within fourteen (14) days of the receipt of such notice
the COMPANY shall by counter-notice direct that such protection or strengthening is
unnecessary, then the CONTRACTOR will carry out such proposals or any modifications
thereof that the COMPANY shall require and, unless there is an item or are items in
SECTION 8 – SCHEDULE OF PRICES for pricing by the CONTRACTOR of the
necessary works for the protection or strengthening aforesaid, the proper costs thereof
shall be paid by the COMPANY to the CONTRACTOR pursuant to Clause headed
VARIATION.
(3) If during the performance of the WORK or at any time thereafter the CONTRACTOR shall
receive any claim arising out of the performance of the WORK in respect of damage or
obstruction of the highways or any other routes as described in sub-clause (1) herein, it
shall immediately report same to the COMPANY REPRESENTATIVE and thereafter the
CONTRACTOR shall negotiate the settlement of and pay all sums due in respect of such
claims subject to Clause headed RESPONSIBILITIES AND INDEMNITIES and shall
indemnify the COMPANY in respect thereof and in respect of all claims, proceedings,
damages, costs, charges and expenses in relation thereto. Should however such damage
or injury as foresaid be the direct result of complying with the COMPANY
REPRESENTATIVE'S direction pursuant to sub-clause (2) herein that such protection or

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SECTION 3 – GENERAL CONDITIONS OF CONTRACT

strengthening is unnecessary, then the COMPANY shall negotiate the settlement of and
pay all sums due in respect of such claims.

53. COMPUTER SOFTWARE

(1) Where the CONTRACTOR uses any computer software programme or firmware
microcode written or modified by the CONTRACTOR either to perform the WORK or to do
any task in connection with the WORK then the CONTRACTOR shall on request at any
time during the WORK or up to six (6) years after a Certificate of Completion is given for
the whole of the WORK at no cost to the COMPANY make such computer software
programme or such firmware microcode together with any necessary source code (in
whatever form it is recorded or stored) available to the COMPANY at the COMPANY'S
head office in Seria or at any other location agreed to by the COMPANY so that the
COMPANY may use such programme to verify the WORK or any task in connection with
the WORK. The CONTRACTOR shall give or cause the COMPANY to be given at no cost
to the COMPANY any necessary licence for such computer software programme or
firmware microcode or source code to enable the COMPANY to perform such verification
and the COMPANY shall use such computer software programme or firmware microcode
or source code for such verification and no other purpose.

54. COMPUTER VIRUSES

(1) The CONTRACTOR warrants that:
(a) software (including all information supplied in diskette from) supplied to the
COMPANY pursuant to this CONTRACT; and
(b) software (including information supplied in diskette form) used by the
CONTRACTOR on the COMPANY'S Computer Systems;
shall be in good working order, free of all viruses and will operated and perform on the
COMPANY's Computer Systems and in accordance with the software documentation.
(2) Without prejudice to sub-clause (1) herein, the CONTRACTOR hereby undertakes and
agrees that it shall scan, verify and check in accordance with sub-clause (3) herein any
and all computer software delivered to or obtained from the COMPANY to ensure that it is
free from any computer virus.
(3) Scanning, verification and checking of the software shall be carried out, or procured, by
the CONTRACTOR, at the CONTRACTOR's expense, immediately prior to its delivery to
the COMPANY, or as the case may be, immediately after obtaining it from the
COMPANY, and in any event, at the last practicable moment before such delivery or first
practicable moment after such obtaining.
The CONTRACTOR agrees to supply at its own expense to the COMPANY at the
COMPANY'S request and within twenty-four (24) hours of such request the detailed
results of such scanning verification and checking together with evidence of the methods
used in such scanning, verification and checking.
(4) The CONTRACTOR's warranty in sub-clause (1) herein and its obligations in sub-clause
(2) and (3) herein shall extend to any subsequent releases of software by the
CONTRACTOR and to the supply by the CONTRACTOR of any upgrades.
(5) In the event that any virus infection is discovered during the scanning, verification and
checking carried out pursuant to sub-clause (2) herein, the CONTRACTOR agrees to
inform the COMPANY immediately and the CONTRACTOR and the COMPANY shall
meet as soon as reasonably practicable thereafter to agree what action to take.
(6) Sub-clauses (1) to (5) herein shall not absolve the CONTRACTOR from any obligation it
has either under the CONTRACT or in law.

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SECTION 3 – GENERAL CONDITIONS OF CONTRACT

APPENDIX TO CLAUSE 41

PARENT COMPANY GUARANTEE

To: Brunei Shell Petroleum Company Sendirian Berhad,

Seria KB3534,
BRUNEI DARUSSALAM.

Dear Sir,

In consideration of Brunei Shell Petroleum Company Sendirian Berhad ("the COMPANY") granting
CONTRACT Number (#CON_NO#) ("the CONTRACT") to
____________________________________________________ ("the CONTRACTOR") and in
consideration of the sum of $1 payable by the COMPANY to us on demand, we,
_____________________________________________ ("the GUARANTOR") being the ultimate
parent company of the CONTRACTOR guarantee unconditionally and irrevocably as a primary
obligation to the COMPANY and not as a surety that the CONTRACTOR shall perform all its
obligations and liabilities contained in and in accordance with the CONTRACT.
If the CONTRACTOR shall fail to so perform any of its obligations under the CONTRACT, or to fulfil
any of its liabilities arising out of or in connection with the same, the GUARANTOR hereby
undertakes at the option of the COMPANY:
1) upon 14 (fourteen) days' notice in writing from the COMPANY of its intention to make a
claim under this Guarantee, forthwith to perform such obligations or liabilities on the
same terms and conditions as stated in the CONTRACT mobilising and using for that
purpose sufficient personnel and technical skill;
or 2) to reimburse the COMPANY the costs incurred by the COMPANY in itself performing the
said obligations and fulfilling the said liabilities;
or 3) to reimburse the COMPANY the costs incurred by the COMPANY in having the said
obligations performed and liabilities fulfilled by another contractor;
and 4) to indemnify the COMPANY in respect of any loss, costs and expense incurred as a
result of the CONTRACTOR's failure to perform the CONTRACT.
This Guarantee shall apply to the CONTRACT including all indulgences, variations, alterations,
incorrect payments, or extensions of time as may be made, given, conceded or agreed under the
CONTRACT, or any guarantee period and extension(s) thereto, whether or not the GUARANTOR
receives notice of the same and the GUARANTOR hereby waives all need for notice of the same and
shall also be valid in respect of any party to which the CONTRACT may be transferred by the
COMPANY, in whole or in part, pursuant to the terms thereof.
The giving of time by the COMPANY or the neglect or forbearance by the COMPANY in requiring or
enforcing the GUARANTOR's obligations under this Guarantee or the CONTRACTOR's obligations
under CONTRACT Number (#CON_NO#) or other indulgence shall not in any way prejudice such
obligations.
The GUARANTOR shall be jointly and severally liable to the COMPANY together with any other
guarantor who gives a similar parent company guarantee to the COMPANY. Furthermore this
guarantee shall be in addition to and shall not be in any way prejudiced or affected by any other form
of security that the COMPANY has or may at any future time have for the performance of the
CONTRACT.
This Guarantee shall be governed by and construed in accordance with English Law and all parties
agree to subject any disputes that may arise under or in connection with this Guarantee to the
jurisdiction of the courts of Negara Brunei Darussalam.

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SECTION 3 – GENERAL CONDITIONS OF CONTRACT

SIGNATURE ON BEHALF :
OF PARENT COMPANY
(the GUARANTOR)

SIGNATORY'S NAME :

TITLE OF SIGNATORY :

DATE :

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