REQUISITION NO.

3000495796 (IK)

SCHEDULE "A"

GENERAL TERMS AND CONDITIONS

TABLE OF CONTENTS

1. Definitions
2. CONTRACTOR Obligations
3. CONTRACTOR Personnel
4. CONTRACTOR Equipment
5. CONTRACTOR WORK Site Responsibility
6. Local Conditions
7. SAUDI ARAMCO Obligations
8. WORK Schedule and Progress Reports
9. WORK Commencement, Prosecution and Completion
10. Changes
11. Warranties and Remedy of Defects
12. Standards, Drawings and Specifications
13. Subcontracts
14. Standby Time
15. Distribution of Risks
16. Insurance
17. Environmental Impact
18. Title to Designs, Confidential Information and Patents
19. Claims Settlement; Disputes
20. Conflict of Interest
21. Suspension of WORK
22. Termination at SAUDI ARAMCO Convenience
23. Termination by SAUDI ARAMCO for Cause
24. Termination by CONTRACTOR
25. CONTRACTOR's Obligations Upon Suspension or Termination
26. Force Majeure
27. Publicity Releases
28. Arabic Translation
29. Government Relations Activities
30. General Provisions
31. Contractor’s Obligations to Compensate its Personnel
32. Contractor Vehicle Stickers and ID Cards

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 REQUISITION NO. 3000495796 (IK)

SCHEDULE "A"

GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

1.1 "Amendment" means any written alteration of this Contract expressly

designated as an amendment and signed by both parties. All
Amendments must be signed on behalf of Saudi Aramco, by the contract
signatory or the incumbent of the contract signatory's position.

1.2 "Company Representative" means a party or parties duly authorized by

SAUDI ARAMCO to act on behalf of SAUDI ARAMCO, with whom
CONTRACTOR may consult at all reasonable times, and whose
instructions, requests and decisions shall be binding on SAUDI ARAMCO
as to all matters pertaining to this Contract.

1.3 "Contractor Representative" means a party or parties duly authorized by

CONTRACTOR to act on behalf of CONTRACTOR, with whom SAUDI
ARAMCO may consult at all reasonable times, and whose instructions,
requests, and decisions shall be binding on CONTRACTOR as to all
matters pertaining to this Contract.

1.4 "Affiliated Contractor" means CONTRACTOR's affiliated company

responsible for performing services related to the FACILITIES outside of
Saudi Arabia under a separate agreement.

1.5 "FACILITIES" means the structures or items being constructed by

CONTRACTOR pursuant to this Contract.

1.6 "WORK" means all the work and services to be performed by

CONTRACTOR pursuant to this Contract.

1.7 "WORK Site" means all locations at which CONTRACTOR performs any
portion of the WORK.

1.8 The "Scheduled Completion Date" means the agreed date set forth in
Schedule "B" upon which the CONTRACTOR shall achieve Mechanical
Completion.

1.9 "Mechanical Completion" is defined in Paragraph 9.3.

1.10 "Critical Milestone Dates" means the agreed dates set forth in Schedule
"B", by which specified portions of the WORK are to be completed.

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 1.11 "Project Completion" shall be achieved when all Exception Items have
been completed or corrected by CONTRACTOR.
1.12 "Software" means all computer programs, procedures, rules and design
matter (e.g., flow charts, logic diagrams, and all other design
documentation) to be provided by CONTRACTOR under this Contract,
including but not limited to source code, file and design layout,
configuration data elements, assembler or compiler output, binary
machine usable code, and user manuals.
1.13 "Computer System" means hardware and associated Software to be
provided by CONTRACTOR under this Contract.
1.14 All dates and periods shall refer to the Gregorian calendar but the
corresponding Hijrah dates shall be provided.
1.15 “Licensor” and “Licensor’s Data” shall mean, respectively, the owner of a
proprietary process who has licensed to SAUDI ARAMCO the right to use
that process in the FACILITIES, and the designs, specifications, and
drawings related to the licensed process.

2. CONTRACTOR OBLIGATIONS
CONTRACTOR shall, in accordance with and subject to the terms and
conditions of this Contract, and, in particular, in conformity with Schedule "B":
2.1 Assist as necessary in the Affiliated Contractor's review of the drawings,
specifications and standards described in Paragraphs 12.1.8 through
12.1.17 of this Schedule ("SAUDI ARAMCO-provided Preliminary
Design") to ensure that it does not conflict with another drawing,
specification or standard referenced in this Contract.
2.1.1 Should the Affiliated Contractor notify SAUDI ARAMCO's affiliate
of such a conflict within six months after the effective date of their
agreement, and the resolution of such a conflict in accordance
with Paragraph 12.1 of this Schedule would result in increased
cost, SAUDI ARAMCO shall have the right to require that
CONTRACTOR implement either: a) the more expensive
drawing, specification or standard, in which case SAUDI
ARAMCO shall issue a Change Order which compensates
CONTRACTOR for the increased cost; or b) the less expensive
drawing, specification or standard, without additional
compensation. CONTRACTOR shall be entitled to no additional
compensation for such conflicts discovered more than six (6)
months after the effective date of the agreement between the
Affiliated Contractor and SAUDI ARAMCO's affiliate.

2.1.2 If at any time the resolution of such a conflict in accordance with

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 Paragraph 12.1 of this Schedule would result in decreased cost;
SAUDI ARAMCO shall have the right to require that
CONTRACTOR implement the more expensive drawing,
specification or standard, without additional compensation.

2.2 Construct and conduct final testing, inspection and checkout of the
FACILITIES.

2.3 Provide CONTRACTOR-supplied permanent materials and spare parts

for the FACILITIES, including but not limited to, procurement, fabrication,
inspection, expediting, customs clearance and transportation.

2.4 Provide commissioning and start-up assistance.

2.5 Perform quality management and inspection activities in design,

engineering, procurement, fabrication/construction, testing and
precommissioning.

2.6 Provide support facilities, machinery, construction plant and equipment

required to perform the WORK ("CONTRACTOR's equipment").

2.7 Provide all of the labor and supervision required to perform the WORK
("CONTRACTOR's personnel").

2.8 Obtain all permits, licenses and other governmental authorizations, which
are necessary for the performance of the WORK except for those which
must be obtained in SAUDI ARAMCO's name.

2.9 Provide proper security at the WORK Site and at CONTRACTOR's

materials yard acceptable to SAUDI ARAMCO.

2.10 Provide "as built" drawings and project record books, all in the English
language, to facilitate operation and maintenance of the FACILITIES.

2.11 Participate in regular WORK progress meetings to be scheduled by the

Company Representative.

2.12 Appoint one or more Contractor Representatives for the duration of the
WORK. At least one Contractor Representative able to speak, read, and
write English and able to read and interpret drawings and specifications
shall be present at the principal location(s) where the WORK is being
performed.

2.13 Perform all other obligations, work and services and furnish all other
things which are required by the terms of this Contract or which can
reasonably be inferred from the terms of this Contract as being necessary
for the successful and timely completion of the WORK.

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3. CONTRACTOR PERSONNEL

3.1 CONTRACTOR warrants that it has sufficient competent and fully

qualified personnel to execute the WORK in the manner and within the
time required by this Contract.

3.2 In obtaining additional personnel to supplement its permanent staff in the

performance of the WORK, CONTRACTOR shall give priority to qualified
Saudi Arab nationals and shall ensure that all its subcontractors, at
whatever tier, do the same.

3.3 If CONTRACTOR is unable to obtain sufficient numbers of qualified Saudi

Arab nationals to satisfy its requirements for the performance of the
WORK, CONTRACTOR shall obtain the additional personnel required by
recruiting them outside Saudi Arabia.

3.4 CONTRACTOR's expatriate personnel shall obtain the required

passports, visas, and permits necessary to gain entrance into and to exit
from Saudi Arabia.

3.5 CONTRACTOR shall not, during the course of the WORK, offer
employment to any Saudi Arab national who is at such time an employee
of SAUDI ARAMCO, without SAUDI ARAMCO's prior written consent.

3.6 All of CONTRACTOR's personnel and its subcontractors' personnel shall

have in their possession all required and properly validated licenses or
certificates prescribed by the Saudi Arab Government or SAUDI
ARAMCO as being necessary for the performance of those aspects of the
WORK to which they are assigned.

3.7 CONTRACTOR's personnel and the personnel of its subcontractors shall

comply with all applicable rules and instructions issued by SAUDI
ARAMCO and with generally acceptable standards of conduct for
expatriate personnel living and working in Saudi Arabia. Upon SAUDI
ARAMCO's written request, CONTRACTOR shall, at its own expense,
remove from involvement with or performance of the WORK and replace
at its own cost and expense any CONTRACTOR or subcontractor
personnel who fail to comply with the foregoing rules and instructions.

3.8 If not accomplished before the effective date of this Contract, within thirty
(30) days thereafter, CONTRACTOR shall submit to Company
Representative an organization chart for the WORK. Key personnel as
designated in the chart shall be assigned to the WORK and shall not be
removed or reassigned without SAUDI ARAMCO's prior written
permission.

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 3.9 Upon SAUDI ARAMCO's written request, CONTRACTOR shall remove
from involvement with or performance of the WORK and replace at its
own cost and expense any CONTRACTOR personnel determined to be
unsuitable by SAUDI ARAMCO.

3.10 CONTRACTOR agrees to defend, indemnify, and hold SAUDI ARAMCO

harmless from any expense, loss, damage, fine or penalty incurred by,
assessed against or demanded from SAUDI ARAMCO as a result of
CONTRACTOR's or any subcontractor's failure to fulfill the obligations set
forth in this Paragraph 3.

4. CONTRACTOR EQUIPMENT

All of CONTRACTOR's equipment and the equipment of its subcontractors shall

be suitable for the safe and efficient performance of the WORK. All such
equipment shall be subject to inspection from time to time by SAUDI ARAMCO.
Any such equipment which is found to be in an unsafe condition shall be
promptly removed from the WORK by CONTRACTOR and replaced or repaired
without additional cost to SAUDI ARAMCO and without delay in completion of
the FACILITIES.

5. CONTRACTOR WORK SITE RESPONSIBILITY

5.1 The establishment or construction by CONTRACTOR of all WORK-related

storage areas and temporary structures on or adjacent to SAUDI
ARAMCO premises must be authorized in advance by SAUDI ARAMCO
and shall be confined to areas specified by SAUDI ARAMCO. Authorized
temporary structures shall be provided by CONTRACTOR at its own
expense. If not accomplished prior to the effective date of this Contract,
promptly thereafter, CONTRACTOR shall submit to Company
Representative, for SAUDI ARAMCO's review, a plan for proposed
ancillary site facilities required by CONTRACTOR during performance of
the WORK. This plan shall include, but not be limited to, materials and
equipment storage facilities, site offices, sanitary facilities, vehicle parking
areas, temporary electrical supply locations and trash collection areas,
including proposed locations for each.

5.2 CONTRACTOR shall preserve and protect the environment at and

adjacent to the WORK site.

5.3 Except as may be otherwise provided in Schedule "B", CONTRACTOR

shall protect from damage all existing structures, improvements or utilities
at or near the WORK Site, and shall repair and restore any damage
thereto resulting from CONTRACTOR's failure to exercise reasonable
care in protecting the same during CONTRACTOR's performance of the

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 WORK. If CONTRACTOR fails or refuses to promptly repair any such
damage, SAUDI ARAMCO may perform such repairs, or have them
performed by others. Paragraph 15.2 shall control with respect to
CONTRACTOR's financial liability arising from or related to such damage.

5.4 CONTRACTOR shall provide and maintain for its personnel ample toilet
facilities at the WORK Site in accordance with applicable SAUDI
ARAMCO standards and specifications and current Saudi Arabian
Government regulations. Sanitary facilities shall be operational at all
times while there are personnel on the WORK Site.

5.5 Where applicable, all of CONTRACTOR's personnel and those of its

visitors, agents and subcontractors shall wear an identification card
issued by SAUDI ARAMCO on their outer garments whenever on the
WORK site. Such identification cards remain the property of SAUDI
ARAMCO and CONTRACTOR shall return them to SAUDI ARAMCO
upon Project Completion, or upon demand by Company Representative.

5.6 CONTRACTOR shall at all times keep the WORK Site neat, clean and
free of waste material and rubbish. CONTRACTOR shall, at the direction
of SAUDI ARAMCO, promptly remove from the WORK Site any surplus
equipment and materials not required for the WORK. Before completion
of the WORK and before final payment is made, CONTRACTOR shall,
unless otherwise provided in this Contract, at SAUDI ARAMCO's
direction, remove from the WORK Site at CONTRACTOR's expense all
equipment, temporary structures, rubbish, unused materials and other
such items. In the event of CONTRACTOR's failure to discharge the
foregoing obligation, SAUDI ARAMCO may accomplish the same or have
it accomplished by others, all at CONTRACTOR's expense.

5.7 It is understood that SAUDI ARAMCO may itself perform work at or near
the WORK Site, or have such work performed by others. CONTRACTOR
agrees to cooperate fully with SAUDI ARAMCO or any other contractor
performing such work, and not to interfere with the performance of such
work.

6. LOCAL CONDITIONS

6.1 CONTRACTOR acknowledges that it has thoroughly investigated, or has

had the opportunity to do so, and satisfied itself as to all general and local
conditions affecting the WORK, including, but not limited to: transportation
and access to the WORK Site, including the availability and conditions of
roads; topography and ground surface conditions at the WORK Site,
including the nature and quantity of surface and subsurface conditions,
materials or obstacles to be encountered to the extent such conditions are

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 not latent or concealed; disposal, handling and storage of materials;
availability and quality of labor, water and electric power, climatic
conditions, tides and ground water; and equipment, machinery and
materials required by CONTRACTOR prior to and during performance of
the WORK. The failure of CONTRACTOR to acquaint itself with these
conditions will not entitle CONTRACTOR to any additional compensation
and will not relieve it from the responsibility for meeting the Scheduled
Completion Date or the Critical Milestone Dates.

6.2 Should actual subsurface or other unknown physical conditions

encountered in the performance of the WORK differ materially from either
the conditions indicated in this Contract or the conditions which could
have been anticipated by an experienced contractor, CONTRACTOR
shall promptly, and before such conditions are altered, notify SAUDI
ARAMCO orally, followed by prompt written confirmation. SAUDI
ARAMCO shall promptly investigate such conditions and, if they will affect
CONTRACTOR’s costs or the Scheduled Completion Date or Critical
Milestone Dates, issue a Change Order pursuant to Paragraph 10 or an
Amendment, making appropriate adjustments.

7. SAUDI ARAMCO OBLIGATIONS

SAUDI ARAMCO shall, in accordance with and subject to the terms and
conditions of this Contract, and, in particular, in conformity with Schedule "B":

7.1 Perform SAUDI ARAMCO procurement responsibilities in accordance with

Schedule "G".

7.2 Obtain all permits, licenses, and other governmental authorizations which
must be obtained in SAUDI ARAMCO's name and which are necessary
for the performance of the WORK.

7.3 Allow CONTRACTOR access, subject to SAUDI ARAMCO's normal

security control and safety procedures, to the WORK Site as required for
the orderly performance of the WORK.

7.4 Obtain any rights-of-way that are determined by SAUDI ARAMCO to be

required for the performance of the WORK.

7.5 Appoint one or more Company Representatives.

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 7.6 Perform all other obligations required of it by the terms of this Contract in
such time and manner as to facilitate the orderly prosecution of the
WORK.

8. WORK SCHEDULE AND PROGRESS REPORTS

8.1 The CONTRACTOR shall plan, schedule and report WORK progress
using the Critical Path Method (CPM) and an automated scheduling
system reviewed and agreed to by the Company Representative.

8.2 Mobilization Schedule

Within thirty (30) days after this Contract’s effective date

CONTRACTOR shall submit a detailed schedule in a format to be
agreed by the Company Representative defining the
CONTRACTOR’s planned activities to be accomplished during the
first one hundred and twenty (120) days after this Contract’s effective
date. This schedule shall be updated weekly until acceptance of the
WORK Schedule by the Company Representative.

8.3 WORK Schedule

Within sixty (60) days after this Contract’s effective date,

CONTRACTOR shall submit for SAUDI ARAMCO’s review
CONTRACTOR’s WORK Schedule comprised of a CPM logic network
of detailed activities for the engineering and procurement phases of
the WORK and construction activities at a level of detail necessary to
show the CONTRACTOR’s approach for planning and executing the
construction phase of the WORK. CONTRACTOR shall incorporate
detailed construction activities into the WORK Schedule at least one
hundred twenty (120) days prior to start of construction activities,
providing a single integrated network of all phases of the work. The
WORK Schedule shall be updated at least monthly and
CONTRACTOR shall submit both hard copy and electronic files of the
following interrelated documents:

8.3.1 A Detailed Level CPM network logic diagram in precedence

diagram (PDM) format and bargraphs describing all the
significant activities to be accomplished to perform the WORK
and their restraints and dependencies, and with the critical path
(zero float) highlighted. Number of activities and activity
durations should be sufficient to ensure that the scope of work
is covered in the WORK Schedule to the satisfaction of the
Company Representative. CONTRACTOR shall separately list
and submit to Company Representative for review

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 all activities with a duration of more than twenty-five (25) work
days. Company Representative may, at his sole discretion,
require Contractor to break down activities with durations
longer than twenty-five (25) work days into their component
elements of work.

8.3.2 Tabulated lists of WORK Schedule activities containing for

each activity its number, description, discipline, FACILITY area,
duration (original and remaining) in work days, early and late
start and finish dates, total float, percent complete, required
man-hours and other resources, predecessors, and
successors; such lists shall be sorted as required by SAUDI
ARAMCO;

8.3.3 A Summary Level CPM time scaled network logic diagram and
bar graphs summarizing the Detailed Level CPM diagram
including restraints and dependencies and showing the Critical
Milestone Dates;

8.3.4 A Milestone Schedule in the form of a bar graph which

indicates the original, revised, and forecasted Critical Milestone
Dates and Scheduled Completion Date, and their current
ahead or behind schedule conditions noted as plus (+) or
minus (-) work days;

8.3.4.1 "Original" means Schedule "B" Critical Milestone

Dates as of the effective date of this Contract.

8.3.4.2 "Revised" means Schedule "B" Critical Milestone

Dates as modified by Amendment or Change
Order.

8.3.4.3 "Forecasted" means Schedule "B" Critical

Milestone Dates as projected by CONTRACTOR
in status reports.

8.3.5 Resources Requirement Forecasts in the form of a series of

graphic displays depicting manpower requirements (original
and remaining) by discipline and type and in the aggregate, in
man-hours of effort by month, and equipment requirements
(original and remaining) by month;

8.3.6 A Narrative Report in a format acceptable to SAUDI ARAMCO,

summarizing each month’s progress, areas of concern, delays
and solutions to the delays, and WORK scheduled to be
accomplished in the next month;

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8.4 The WORK Schedule shall be based upon and incorporate the Critical
Milestone Dates and the Scheduled Completion Date, and shall be
regularly updated or revised and resubmitted to SAUDI ARAMCO for
review so that it accurately reflects actual and forecasted WORK
progress, including the impact of executed Change Orders and
Amendments. CONTRACTOR shall perform the WORK in
accordance with the latest SAUDI ARAMCO-reviewed version of the
WORK Schedule, which shall serve as the basis for WORK progress
reporting and schedule controlling and forecasting, including the
determination of CONTRACTOR’s entitlement, if any, to a time
extension under Paragraph 8.9.

8.5 CONTRACTOR shall respond to, and when applicable incorporate,

SAUDI ARAMCO comments on initial and revised WORK Schedule
submittals and resubmit for review the modified WORK Schedule
including specific narrative responses to all SAUDI ARAMCO
comments within fifteen (15) days of receipt of SAUDI ARAMCO
comments.

8.6 CONTRACTOR’s failure to submit and update the WORK Schedule

as required in this Paragraph 8 shall entitle SAUDI ARAMCO to
withhold progress payments otherwise due CONTRACTOR until
CONTRACTOR complies with the Paragraph 8.

8.7 CONTRACTOR shall promptly notify SAUDI ARAMCO of any

anticipated or actual slippage in the performance of the WORK as
compared to the WORK Schedule and any currently due time
extensions, together with the extended completion date.

8.8 Upon SAUDI ARAMCO’s request, CONTRACTOR shall provide to

SAUDI ARAMCO all of CONTRACTOR’s calculations and documents
supporting the WORK Schedule and any other related schedules,
reports, and forecasts.

8.9 The Critical Milestone Dates and Scheduled Completion Date shall be
adjusted only when necessary to reflect any actual delay in the
performance of a work activity in the critical path either occasioned by
force majeure (as defined in Paragraph 26), or for which SAUDI
ARAMCO is responsible under this Contract. The Critical Milestone
Dates and Scheduled Completion Date shall not be adjusted for delay
if the affected activity is not in the critical path and the duration of the
delay does not exceed the activity’s total float as reflected in the latest
reviewed WORK Schedule. The Critical Milestone Dates shall be
adjusted only by Change Order or Amendment and the Scheduled
Completion Date shall be adjusted only by Amendment.

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9. WORK COMMENCEMENT, PROSECUTION AND COMPLETION

9.1 Except for WORK directly related to the actual physical installation of the
FACILITIES, CONTRACTOR shall commence the WORK promptly upon
the effective date of this Contract. CONTRACTOR shall commence the
remaining WORK promptly upon the receipt of a written "Notice to
Proceed" from the Company Representative, which notice shall, provided
CONTRACTOR has complied with all other contractual obligations, be
issued not later than the date specified in Schedule "B". CONTRACTOR
shall prosecute WORK completion with diligence and dispatch so that the
Critical Milestone Dates and Scheduled Completion Date are met and
Exception Items are promptly completed or corrected.
9.2 CONTRACTOR's failure to comply with Paragraph 9.1 above shall, unless
otherwise excused pursuant to this Contract, constitute a substantial
breach of this Contract; provided, however, that failure to achieve any
Critical Milestone Date shall not constitute a substantial breach if
CONTRACTOR promptly develops a revised WORK Schedule which
SAUDI ARAMCO approves and to which CONTRACTOR conforms within
seven (7) calendar days after receipt of SAUDI ARAMCO's approval (or
such longer period as SAUDI ARAMCO may authorize in writing).
9.3 "Mechanical Completion" shall be achieved for the FACILITIES, or any
separable portion thereof, when:
9.3.1 The FACILITIES, or portion thereof, are constructed in strict
compliance with all requirements of this CONTRACT, including
the successful completion of all required inspection, testing, and
precommissioning;
9.3.2 All utility and electric power systems are fully operational;
9.3.3 The WORK Site is in a clean and safe condition, with all surface
and subsea construction debris, equipment, and excess materials
removed; and
9.3.4 SAUDI ARAMCO has issued a Mechanical Completion
Acceptance Notice ("MCAN") for the FACILITIES, or a partial
MCAN for any portion thereof.
9.4 Not less than thirty (30) days prior to the date CONTRACTOR anticipates
Mechanical Completion will be achieved, CONTRACTOR shall notify
Company Representative of the anticipated date. When CONTRACTOR
considers that Mechanical Completion has been achieved, SAUDI
ARAMCO will inspect the FACILITIES as soon as practicable. If the
WORK is not in accord with this Contract, SAUDI ARAMCO shall so notify
CONTRACTOR, specifying the respects in which the WORK is deficient,
and CONTRACTOR shall promptly remedy the deficiency at his expense.

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 9.5 SAUDI ARAMCO may, at its option, issue a MCAN or partial MCAN with a
list of items ("Exception Items") which are incomplete, defective or
otherwise not in accordance with this Contract and which do not affect
safe and orderly start-up and operation of the FACILITIES. The issuance
of such a notice shall not relieve CONTRACTOR of its obligation to
remobilize, if necessary, and complete or correct such items at no cost to
SAUDI ARAMCO, or preclude SAUDI ARAMCO from adding additional
Exception Items.

9.6 Following the issuance of a MCAN or partial MCAN, CONTRACTOR shall

perform start-up and commissioning assistance by providing labor and
equipment up to the limits set forth in Schedule "B", as directed in writing
by the Company Representative, until the FACILITIES have been
successfully operated, but in no event longer than six (6) months after
Mechanical Completion. Compensation for such WORK shall be paid in
accordance with Schedule "C" unit rates, and shall not be included in the
Contract Price.

9.7 SAUDI ARAMCO shall have the right to take possession of, and use for
any purpose, any part of the FACILITIES at any time prior to Mechanical
Completion after so notifying CONTRACTOR. Such taking possession or
use shall not be deemed to be SAUDI ARAMCO's acknowledgement of
Mechanical Completion and shall in no way limit or waive
CONTRACTOR's obligations. If such taking possession or use affects
CONTRACTOR's costs or the time required for completing the WORK,
SAUDI ARAMCO will initiate an Amendment or Change Order making any
required adjustment to the Critical Milestone Dates, the Scheduled
Completion Date, or the compensation due CONTRACTOR. However,
should such taking possession or use result from CONTRACTOR's failure
to prosecute the WORK according to the WORK Schedule,
CONTRACTOR shall not be entitled to any such adjustment.

10. CHANGES

10.1 At any time, the Company Representative may direct CONTRACTOR to

make a change within the general scope of this Contract ("Change") such
as, but not limited to, alterations of the FACILITIES or changes in the
sequence of performance of the WORK, and CONTRACTOR shall
perform the WORK as changed. Such Changes shall be set forth in
writing ("Change Order") in accordance with Paragraph 10.2. Except as
provided in Paragraph 10.5, each Change Order shall be signed by both
parties. All WORK involved in a Change shall be performed in
accordance with the terms and conditions of this Contract, and shall not
otherwise affect the existing rights or obligations of the parties except as
expressly provided in this Contract or in a signed Change Order.

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10.2 In addition to describing the Change, a Change Order shall include:
10.2.1 Any adjustment in the Critical Milestone Dates resulting from the
Change; and
10.2.2 The lump sum price of or the basis for determining any increase
in the compensation due CONTRACTOR or credit due SAUDI
ARAMCO as a result of the Change, if any.
10.3 If a Change may result in a request for an increase in the compensation
due CONTRACTOR, or a request for an adjustment to the Scheduled
Completion Date or Critical Milestone Dates, CONTRACTOR shall
promptly notify the Company Representative orally, followed by prompt
written notification within five (5) working days after SAUDI ARAMCO
communicates the Change. In no event shall CONTRACTOR proceed
with the WORK involved in the Change without a Change Order or an
Amendment or an express written direction to proceed from SAUDI
ARAMCO pursuant to Paragraph 10.5 below. If CONTRACTOR proceeds
with the additional WORK involved in such a Change without a Change
Order or an Amendment, CONTRACTOR shall not be entitled to any
additional compensation for the WORK performed nor to any adjustment
of the Scheduled Completion Date and/or any of the Critical Milestone
Dates as a result of the Change and CONTRACTOR shall be deemed to
have irrevocably waived any claim in relation thereto.
10.4 Compensation for WORK performed under a Change Order, or credit to
SAUDI ARAMCO for WORK deleted by a Change Order shall be
calculated and paid or offset in accordance with Schedule "C".
10.5 Before SAUDI ARAMCO and CONTRACTOR agree to the amount of
the compensation due to CONTRACTOR or credit due to SAUDI
ARAMCO and/or adjustments to the Scheduled Completion Date
and/or Critical Milestone Dates, or agree whether direction from
SAUDI ARAMCO constitutes a Change, SAUDI ARAMCO may direct
CONTRACTOR, in writing, to proceed with the WORK as changed and
CONTRACTOR shall proceed with the WORK. CONTRACTOR's
performance of such WORK shall not prejudice its position that such
direction constitutes a Change, that the Scheduled Completion Date
and/or Critical Milestone Dates should be adjusted, or that
CONTRACTOR should receive additional compensation for such
WORK; or SAUDI ARAMCO' position that it is entitled to a credit or
that CONTRACTOR is not entitled to additional compensation or an
extension of time or that the direction does not represent a Change in
the WORK. Such disputes shall be resolved in accordance with
Paragraph 19 of this Schedule “A”.

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 CONTRACTOR shall not comply with verbal requests directed at changes
in the WORK. If CONTRACTOR believes that any verbal notice or
instruction received from SAUDI ARAMCO will involve an adjustment to
the compensation due CONTRACTOR, or a request for an adjustment to
the Scheduled Completion Date or Critical Milestone Dates, or integrity of
the WORK, it shall require that the notice or instruction be given in writing
and shall comply with the provisions of Paragraphs 10.1 and 10.2 of this
Schedule. Any costs incurred by CONTRACTOR to perform verbal
changes shall be at the CONTRACTOR’s expense, and CONTRACTOR
shall waive any and all rights to claim from SAUDI ARAMCO for such
costs or additional time to perform the WORK as a result of compliance by
CONTRACTOR with such verbal changes.
10.6 CONTRACTOR shall review and evaluate the SAUDI ARAMCO-provided
Preliminary Design, the FACILITIES performance specifications, and the
other drawings, specifications and standards referenced in this Contract
to identify possible cost reductions. In the event CONTRACTOR identifies
and documents a proposal (“Proposal”) which will result in a net reduction
in SAUDI ARAMCO’s total cost for the design, procurement and
construction of the FACILITIES (“Net Cost Reduction”) and which requires
a Change Order to implement, SAUDI ARAMCO may, in its sole
discretion, issue a Change Order implementing the Proposal.
CONTRACTOR’s Proposal shall contain at least a description of the
existing and proposed Contract requirements and an assessment of the
consequences of implementing the Proposal, including an estimate of the
Net Cost Reduction. Should SAUDI ARAMCO determine, in its sole
discretion, to implement the Proposal, the Change Order price shall
include the compensation due CONTRACTOR or credit due SAUDI
ARAMCO as a result of the Change, plus compensation equal to one-half
(fifty percent) of the absolute value of the Net Cost Reduction. SAUDI
ARAMCO’s decision to adopt or reject the Proposal shall be final and
binding on both parties. This Paragraph 10.6 shall not apply to Proposals
that involve the substitution of SAUDI ARAMCO-supplied materials for
CONTRACTOR-supplied materials.
10.7 If SAUDI ARAMCO selects the compensation method described in
Paragraph 2.2.1 of Schedule “C” as the basis for compensation,
CONTRACTOR shall provide SAUDI ARAMCO, along with the
Change Order Price Proposal, a sufficiently detailed breakdown of the
proposed Change Order Price along with copies of all related
Vendor/Subcontractor quotations for the materials/equipment added or
any amount of discount or rebate CONTRACTOR would receive from
Vendor(s)/Subcontractor(s), directly or indirectly, for the said
materials/equipment and the cost to be ultimately incurred by
CONTRACTOR, directly or indirectly, after all direct and indirect

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 discounts and/or rebates to CONTRACTOR. CONTRACTOR shall
make available all related records and documents for SAUDI
ARAMCO review.

10.8 Notwithstanding Schedule “C”, which provides that WORK performed

or deleted pursuant to a Change Order shall be paid upon completion,
SAUDI ARAMCO shall have the right to elect that the Change Order
Price be paid on a progress or milestone basis by referencing one of
the following subparagraphs on the Change Order, provided the
Change Order Price exceeds $500,000 and the Change will take more
than six months to complete:
10.8.1 CONTRACTOR shall separately invoice SAUDI ARAMCO for
the portion of the Change Order Price allocated to the milestone
events specified on an attachment to the Change Order upon
the achievement of such events, as certified by the Company
Representative’s certification that it is complete.

10.8.2 On or before the tenth day of each Gregorian month during the
progress of the Change, CONTRACTOR shall separately
invoice SAUDI ARAMCO for a proportionate part of the Change
Order Price attributable to work on such Change completed
during the preceding month and not included on previous
invoices. CONTRACTOR shall submit a statement with its
invoice signed by Company Representative, which in
reasonable detail, estimates and itemizes the percentage of the
Change completed during the preceding month. In case of
disagreement, Company Representative’s determination as to
the percentage of work on the Change completed shall control.

11. WARRANTIES AND REMEDY OF DEFECTS

11.1 CONTRACTOR warrants (1) that the FACILITIES shall be fabricated and
constructed in accordance with all applicable designs, drawings and
specifications and good and efficient fabrication, construction and craft
practices; (2) that the FACILITIES as fabricated and constructed shall be
free from defects in workmanship and fit for the purposes intended; (3)
that the Computer System shall operate in accordance with the
performance and other criteria contained in Schedule "B"; and (4) that the
CONTRACTOR supplied materials for the FACILITIES shall be
merchantable, fit for the purposes intended, free of defects in design,
material, or workmanship, and conform to the standards and
specifications contained in Schedule "B" and any additional standards and
specifications agreed to by SAUDI ARAMCO and CONTRACTOR.
CONTRACTOR does not warrant the FACILITIES against failure due to
faulty operation by SAUDI ARAMCO, conditions of service more severe
than specified in Schedule "B", unsuitability or defect of SAUDI ARAMCO-

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 supplied materials which have not been modified, altered or refurbished
by CONTRACTOR, or unsuitability or defect in COMPANY-Supplied
Licensor Data or Licensor process design; provided, however, that such
unsuitability or defect was not reasonably detectable by CONTRACTOR.
11.2 Any reproducible or documentable recurring error which causes the
Computer System not to operate in accordance with the requirements of
Schedule "B" shall constitute a breach of warranty hereunder. A
reproducible error is defined as a chain of events that can be executed
upon request. A documentable recurring error is an error that appears
repetitively but cannot be reproduced upon request. For purposes of this
warranty, SAUDI ARAMCO will maintain a log in which failures;
descriptions of failures, time and the observing person are recorded.
When a given failure has occurred three (3) times, it shall be deemed a
documentable recurring error.
11.3 If at any time during a one (1) year period after CONTRACTOR corrects
or completes all Exception Items, if any, relating to a MCAN or partial
MCAN, it is discovered that the FACILITIES covered by that MCAN or
partial MCAN, or any of their constituent parts or units, or the incorporated
CONTRACTOR supplied materials, do not meet the foregoing warranties,
CONTRACTOR shall, at no cost to SAUDI ARAMCO, promptly perform or
arrange for the performance of any remedial work required to make the
FACILITIES conform to such warranties, including remobilization to the
WORK Site, the removal of non-conforming WORK, the purchase of
replacement materials originally supplied by CONTRACTOR, and
reinstallation as may be necessary. With respect to any Computer
System, CONTRACTOR's remedial work shall not be considered prompt
unless CONTRACTOR provides a qualified service representative at the
installation site within twenty four (24) hours, after receipt of the
necessary travel authorizations and Saudi Arab Visa, plus reasonable
travel time not exceeding two (2) days if the service representative is not
in Saudi Arabia, of CONTRACTOR's receipt of SAUDI ARAMCO's written
notice of warranty claim.
11.4 If CONTRACTOR fails to start or arrange for the start of any remedial
work promptly after receipt of notice from SAUDI ARAMCO to do so, or
fails to perform or cause the performance of such work continuously and
with due diligence to completion, SAUDI ARAMCO may, at its option and
without prejudice to any other rights or remedies which may be available
to it, perform such work either itself or through others at CONTRACTOR's
expense.
11.5 If CONTRACTOR performs remedial work, the provisions of Paragraph 11
shall apply to such work for a period of one (1) year from the date it is
completed. However, the total warranty period shall in no case be
extended beyond two (2) years from the date of Project Completion.
11.6 CONTRACTOR, for SAUDI ARAMCO's benefit, shall obtain a warranty
pass-through statement from its vendors stating substantially that:

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 "Seller and Buyer understand that Buyer is contracting with Seller for the
purchase of goods hereunder for ultimate transfer to, and use by, the
Saudi Arabian Oil Company (SAUDI ARAMCO) in Saudi Arabia.
Therefore, Seller agrees that, in any event, all rights of Buyer for any
failure to meet specifications, or for any other breach of warranty shall run
to the benefit of and be fully enforceable by SAUDI ARAMCO."
12. STANDARDS, DRAWINGS AND SPECIFICATIONS
12.1 CONTRACTOR shall keep at the WORK Site a copy of all drawings,
specifications and standards for the FACILITIES. Anything mentioned in
specifications and not shown on drawings, or shown on drawings and not
mentioned in specifications, shall be of like effect as if shown or
mentioned in both. In case of conflict between or within the drawings,
specifications or standards, the matter shall be promptly submitted to
Company Representative, and subject to Paragraph 2.1 of this Schedule,
the conflict shall be resolved in accordance with the following order of
precedence:
12.1.1 FACILITIES performance specifications;
12.1.2 SAUDI ARAMCO-provided Waivers;
12.1.3 SAUDI ARAMCO Engineering Standards (SAES's);
12.1.4 SAUDI ARAMCO Materials Systems Specifications (SAMSS's);
12.1.5 SAUDI ARAMCO Standard Drawings;
12.1.6 SAUDI ARAMCO Drafting Manual (SADM);
12.1.7 SAUDI ARAMCO Engineering Procedures (SAEP's);
12.1.8 SAUDI ARAMCO-provided Design Notes;
12.1.9 SAUDI ARAMCO-provided Material Selection Diagrams;
12.1.10 SAUDI ARAMCO-provided Process Flow Diagrams;
12.1.11 SAUDI ARAMCO-provided Heat and Material Balances;
12.1.12 SAUDI ARAMCO-provided Process Piping and Instrument
Diagrams;
12.1.13 SAUDI ARAMCO-provided Equipment Data Sheets;
12.1.14 SAUDI ARAMCO-provided Equipment Technical Specifications;
12.1.15 Other SAUDI ARAMCO-provided Design Specifications;
12.1.16 SAUDI ARAMCO-provided Plot Plans;

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 12.1.17 SAUDI ARAMCO-provided Licensor Data; and
12.1.18 Other drawings, specifications or standards referenced in the
Contract. If the conflict is between or within the documents in
this Paragraph 12.1.18, the most stringent drawing,
specification or standard shall control.
12.2 Dimensions and locations of existing and proposed installations and
appurtenances shown on the SAUDI ARAMCO-provided drawings are
approximate only. All dimensions and locations relating to existing and
proposed installations shall be checked by CONTRACTOR at the WORK
Site before starting the WORK.

12.3 During the performance of the WORK, Contractor shall maintain a set
of construction drawings to reflect the current as-built status of the
FACILITIES. Following Mechanical Completion, CONTRACTOR shall
furnish to SAUDI ARAMCO one set of final as-built Computer Aided
Drafting Design (CADD) drawings in full compliance with the SAUDI
ARAMCO Drafting Manuals. CONTRACTOR shall provide such
additional types and quantities of drawings as may be specified in
Schedule “B”.

13. SUBCONTRACTS
13.1 Subcontracts for the performance of any portion of the WORK shall be
procured only after CONTRACTOR has received written authorization
from SAUDI ARAMCO that CONTRACTOR may subcontract that portion
of the WORK. If not accomplished prior to the effective date of this
Contract, then promptly thereafter, CONTRACTOR shall prepare and
submit to the Company Representative for SAUDI ARAMCO's approval
CONTRACTOR's subcontracting plan specifically identifying those
portions of the WORK which CONTRACTOR proposes to subcontract. In
procuring subcontracts, CONTRACTOR shall select subcontractors solely
on the basis of financial and technical considerations.

13.2 After receiving SAUDI ARAMCO's written authorization that a portion of

the WORK may be subcontracted, CONTRACTOR shall, before procuring
any subcontract for part or all of that portion of the WORK, submit a
notification to SAUDI ARAMCO containing the following information:

13.2.1 If the proposed subcontractor is a sole proprietorship or

partnership, the name(s) and address(es) of the proprietor or all
members of the partnership, as the case may be.

13.2.2 If the proposed subcontractor is a corporation, the place of its

incorporation or formation and its corporate headquarters.

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 13.2.3 The name and address of the proposed subcontractor's principal
bank and a copy of the subcontractor's latest audited financial
statement.

13.2.4 Evidence acceptable to SAUDI ARAMCO of the proposed

subcontractor's safety and technical qualifications to perform the
WORK to be subcontracted.

SAUDI ARAMCO shall, in a timely manner, review the information and,

provided that the proposed subcontractor is, in SAUDI ARAMCO's
opinion, not safety qualified, technically competent, or financially able to
perform the WORK to be subcontracted, SAUDI ARAMCO shall advise
CONTRACTOR in writing of its non-objection to the proposed
subcontractor. If SAUDI ARAMCO objects to the proposed subcontractor,
CONTRACTOR shall either itself accomplish the WORK which would
have been performed by the proposed subcontractor or shall select
another subcontractor to which SAUDI ARAMCO has no objection.
13.3 CONTRACTOR shall ensure that all subcontractors selected by
CONTRACTOR abide by and observe, to the same extent required of
CONTRACTOR, all applicable SAUDI ARAMCO regulations, and
CONTRACTOR agrees to insert or cause to be inserted into all
subcontracts provisions to that effect.

13.4 In the event of any substantial breach of this Contract by CONTRACTOR

and without regard to whether SAUDI ARAMCO terminates this Contract
or a portion of the WORK pursuant to Paragraph 23, CONTRACTOR
shall, if SAUDI ARAMCO requests, assign to SAUDI ARAMCO all of its
rights under all subcontracts entered into by CONTRACTOR, and SAUDI
ARAMCO may, to the extent permitted by applicable law and after prior
written notice to CONTRACTOR, enforce directly against any such
subcontractor all rights of CONTRACTOR under such subcontract. All
subcontracts entered into by CONTRACTOR shall contain a provision
whereby the subcontractor agrees and consents to such assignment by
CONTRACTOR to SAUDI ARAMCO.

13.5 CONTRACTOR shall include in every subcontract under this Contract a

provision prohibiting any further subcontracting of any portion of the
WORK by the subcontractor unless the subcontractor first obtains the
approval of CONTRACTOR. CONTRACTOR shall not give such approval
without first obtaining the approval of SAUDI ARAMCO. If SAUDI
ARAMCO gives such approval, CONTRACTOR shall ensure that all
further subcontracts entered into by its subcontractor:

13.5.1 are entered into only after receipt by CONTRACTOR of the

information described in Paragraph 13.2 and CONTRACTOR's

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 notification to the subcontractor of its non-objection to the
subcontractor selected on the basis described in Paragraph 13.2;

13.5.2 contain a provision prohibiting any further subcontracting of any

portion of the WORK without first obtaining the approval of
CONTRACTOR, which approval may be given only in accordance
with the provisions of this Paragraph.

13.6 CONTRACTOR shall be fully responsible to SAUDI ARAMCO for the acts
and omissions of all its subcontractors at whatever tier, and their
personnel. CONTRACTOR shall manage, schedule and coordinate the
work of all its subcontractors so as to meet the Scheduled Completion
Date and Critical Milestone Dates. Nothing in this Contract shall create
any contractual relation between SAUDI ARAMCO and any subcontractor
unless SAUDI ARAMCO elects to exercise its rights under Paragraph
13.4. SAUDI ARAMCO's approval to subcontract any portion of the
WORK and SAUDI ARAMCO's non-objection to CONTRACTOR's
subcontractor selection shall not relieve CONTRACTOR of any of its
obligations under this Contract.

14. STANDBY TIME

14.1 SAUDI ARAMCO shall not be liable for or charged by CONTRACTOR for
lost time ("Standby Time") due to CONTRACTOR's inability to supply
materials, equipment and/or personnel, malfunction of CONTRACTOR's
equipment, inclement weather conditions, or, subject to the specific
exceptions in Paragraph 14.3 force majeure. Compensation for Standby
Time shall be payable only for periods in which CONTRACTOR's
equipment or personnel are committed exclusively to the WORK, are
ready for immediate use in the WORK, but cannot be used in performing
the WORK due to circumstances within the sole control of SAUDI
ARAMCO; provided, however, that in all such cases, CONTRACTOR
shall, whenever possible, reschedule such personnel or equipment for
use elsewhere so as to minimize Standby Time.

14.2 CONTRACTOR shall immediately notify Company Representative orally

when CONTRACTOR first anticipates Standby Time may occur, and shall
confirm such notification in writing as soon as practicable. Compensation
for Standby Time shall be payable under the terms of this Contract only
for Standby Time of which SAUDI ARAMCO has been notified as
provided herein. SAUDI ARAMCO reserves the right to reject any request
for compensation for Standby Time in the absence of such timely notice.

14.3 SAUDI ARAMCO shall pay CONTRACTOR's request for compensation

for Standby Time caused by acts of war (declared or undeclared), riots
and civil commotion, hostilities, insurrection or blockades, which occur in
the Middle East.

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 14.4 All requests for compensation for Standby Time must be substantiated by
daily time sheets prepared by CONTRACTOR stating the reasons
therefor and submitted to Company Representative for confirmation no
later than the following scheduled work day. Verified Standby Time will be
paid for by SAUDI ARAMCO only if falling on a scheduled work day.

15. DISTRIBUTION OF RISKS

The distribution of risks between SAUDI ARAMCO and CONTRACTOR set forth
in Paragraphs 15.1 through 15.3 hereunder are subject to the specific exclusions
set forth in Paragraph 15.4.

15.1 Property Associated with the FACILITIES

15.1.1 CONTRACTOR shall be responsible for all materials in its
custody until they are delivered to the WORK Site where they will
be incorporated into the FACILITIES. CONTRACTOR shall, up to
a limit of $10,000 per occurrence ($50,000 per occurrence if the
loss or damage occurs offshore), compensate SAUDI ARAMCO
for loss of, or damage to, SAUDI ARAMCO-supplied materials,
and shall hold SAUDI ARAMCO free and harmless from liability
for any loss of, or damage to, materials supplied by
CONTRACTOR or third parties.

15.1.2 Subject to the exclusions set forth in Paragraph 15.1.4, SAUDI

ARAMCO shall be responsible for all materials after they are
delivered to the WORK Site where they will be incorporated into
the FACILITIES; provided that CONTRACTOR shall be
responsible for the first $10,000 per occurrence ($50,000 per
occurrence if the loss or damage occurs offshore) for loss of, or
damage to, these materials.

15.1.3 If prior to Project Completion, all or any part of the FACILITIES

are lost, damaged or destroyed, SAUDI ARAMCO may direct
CONTRACTOR by Change Order to carry out the reconstruction,
repair or replacement WORK, including the removal of debris,
and CONTRACTOR shall promptly undertake the WORK so
directed.

Subject to the exclusions set forth in Paragraph 15.1.4, SAUDI

ARAMCO shall compensate CONTRACTOR for such WORK in
accordance with Paragraph 10; provided that: a) CONTRACTOR
shall be responsible for the first $10,000 per occurrence ($50,000
per occurrence if the loss or damage or destruction occurs
offshore); and b) no profit or fee shall be allowed for such WORK
if the loss, damage or destruction is due to the failure of

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 CONTRACTOR or its subcontractors or the employees or agents
of any of them having broad supervision or direction of the
WORK to observe and exercise the standard of care necessary
to assure that the original WORK was performed in accordance
with sound and generally accepted engineering and construction
practices. To the extent that SAUDI ARAMCO is not liable for the
loss, damage or destruction under Paragraph 15.1.4,
CONTRACTOR shall carry out the reconstruction, repair or
replacement work directed by SAUDI ARAMCO at
CONTRACTOR's sole cost and expense.

15.1.4 In no event shall SAUDI ARAMCO be liable for:

a. cost of making good faulty or defective workmanship or

material not supplied by SAUDI ARAMCO;

b. cost of making good fault, defect, error or omission in

design, plan or specification not provided by SAUDI
ARAMCO;

c. electrical or mechanical breakdown or loss of service;

d. wear and tear or gradual deterioration due to rust, corrosion,

erosion or exposure; or

e. loss due to disappearance or shortage where such loss is

only revealed by the making of an inventory;

provided that the foregoing exclusions shall not apply to physical

damage caused by these excluded events.
15.1.5 CONTRACTOR shall release and hold harmless SAUDI
ARAMCO, SAUDI ARAMCO's other contractors, their
subcontractors, and the employees or agents of any of them from
liability resulting from loss of, damage or destruction to
CONTRACTOR's or its subcontractors' tools and equipment
(including "Marine Craft" as defined in Paragraph 16.1.4) ,
whether owned or rented, and wherever located, which are used
or intended for use in performing the WORK even if such loss,
damage or destruction results from SAUDI ARAMCO's
negligence, or the negligence of SAUDI ARAMCO's other
contractors, their subcontractors, or the employees or agents of
any of them. SAUDI ARAMCO shall release and hold harmless
CONTRACTOR, its subcontractors and the employees or agents
of any of them from liability in excess of $10,000 per occurrence
where such liability results from loss of, damage or destruction to
SAUDI ARAMCO's tools and equipment, whether owned or
rented, and wherever located, which are used or intended for use

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 in performing the WORK even if such loss, damage or destruction
results from CONTRACTOR's negligence, or the negligence of
CONTRACTOR's subcontractors, or the personnel or agents of
any of them.
15.1.6 Upon the payment of any claim for which SAUDI ARAMCO is
liable hereunder, SAUDI ARAMCO shall be subrogated to all the
rights and remedies of CONTRACTOR arising out of such claim.
The word "occurrence" shall mean any one loss, disaster or
casualty or series of losses, disasters or casualties arising out of
one event. In respect of the perils of flood, earthquake or
windstorm, one event shall be construed to be all losses arising
during a continuous period of 72 hours.
15.1.7 SAUDI ARAMCO assumes liability for and shall indemnify and
hold CONTRACTOR harmless against loss of, damage to, or
destruction of the FACILITIES, materials incorporated into the
FACILITIES, and materials to be incorporated into the
FACILITIES (all of which are collectively referred to hereafter as
“Construction Materials”) to the extent such loss, destruction or
damage is not recoverable under the CONTRACTOR’s or its
subcontractors’ insurance coverage, if such loss, damage or
destruction occurs in the Middle East and is directly or indirectly
caused by or results from: war; invasion; acts of foreign enemies;
hostilities (whether war be declared or not); military or usurped
power; or confiscation, nationalization, requisition or destruction
of or damage to the Construction Materials by or under the order
of any government or public or local authority. In the event of a
claim under this Subparagraph, settlement shall be based on the
cost of repair or replacement, whichever is less, of the
Construction Materials lost, damaged or destroyed with
Construction Materials of like kind and quality (meaning
alternative or substitute by equivalent as distinguished from
reproduction or identical) without deduction for depreciation, but
not exceeding the actual expenditure for repair or replacement. If
repair or replacement is not made within two years from the date
of loss, damage or destruction, the value of such Construction
Materials shall be the actual cash value at the time and place of
loss. Construction Materials shall be considered to be lost if
confiscation, nationalization, or requisition exceeds twelve (12)
continuous months.
15.2 SAUDI ARAMCO's Other Property
15.2.1 CONTRACTOR shall compensate SAUDI ARAMCO for loss of or
damage to SAUDI ARAMCO's other property which results from
the negligence or willful misconduct of CONTRACTOR or its
subcontractor in the performance of the WORK. Where such loss
or damage is the result of the joint negligence or willful

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 misconduct of CONTRACTOR and/or its subcontractors with any
other party including SAUDI ARAMCO, CONTRACTOR's duty to
compensate SAUDI ARAMCO shall be in proportion to
CONTRACTOR's and its subcontractors' allocable share of such
joint negligence or misconduct.
15.2.2 As used herein, SAUDI ARAMCO's other property shall include,
but not be limited to:
a. SAUDI ARAMCO's units, systems, structures, plant and
equipment existing separately from the FACILITIES;
b. any part of the FACILITIES which is part of the WORK which
has been terminated; and
c. all or any part of the FACILITIES from and after the date
SAUDI ARAMCO assumes custody and control thereof
pursuant to Paragraph 9.7.
15.2.3 Subject to the provisions of Paragraph 17 CONTRACTOR's duty
to compensate SAUDI ARAMCO under Paragraph 15.2.1 shall
not exceed the amount recoverable by CONTRACTOR or its
subcontractors under the insurance required to be carried by
CONTRACTOR and its subcontractors pursuant to Paragraph
16.1 or the amount which would have been recoverable under
such insurance if all conditions, requirements, and warranties
imposed on the insured by the insurer are being or had been met.
SAUDI ARAMCO shall hold CONTRACTOR, its subcontractors
and the personnel or agents of any of them free and harmless
from liability to SAUDI ARAMCO for loss or damage exceeding
the amounts so recoverable.
15.3 Third Parties
CONTRACTOR shall indemnify, defend and hold harmless
SAUDI ARAMCO, its affiliates, and the personnel or agents of
any of them (hereafter individually and collectively referred to as
"indemnitee") from claims, demands, and causes of action
asserted against the indemnitee by any person (including, without
limitation, CONTRACTOR's and indemnitee's employees,
CONTRACTOR's subcontractors and employees of such
subcontractors, and any other third party) for personal injury or
death and for loss of or damage to property and resulting from
the negligence or willful misconduct hereunder of
CONTRACTOR, its subcontractors or the employees or agents of
any of them, and except as provided in 15.3.3, without regard to

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 whether any acts or omissions of other parties contributed to the
personal injury or death, or loss of or damage to property.
15.3.2 SAUDI ARAMCO shall indemnify, defend and hold harmless
CONTRACTOR and its subcontractors from claims, demands
and causes of action asserted against CONTRACTOR and its
subcontractors by any person (except CONTRACTOR's
personnel and the personnel of CONTRACTOR's subcontractors)
for personal injury or death, or for loss of or damage to property
(except CONTRACTOR's property and the property of
CONTRACTOR's subcontractors), and resulting from the
negligence or willful misconduct hereunder of SAUDI ARAMCO,
its employees or agents.
15.3.3 Where personal injury, death or loss of or damage to property
referred to in Paragraphs 15.3.1 or 15.3.2 is the result of the joint
negligence or willful misconduct of SAUDI ARAMCO and any
other party, including CONTRACTOR, CONTRACTOR's duty of
indemnification under Paragraph 15.3.1 shall be diminished by,
and SAUDI ARAMCO's duty of indemnification under Paragraph
15.3.2 shall be limited to, SAUDI ARAMCO's allocable share of
such joint negligence or misconduct.
15.4 Consequential Damages and Criminal Misappropriation
15.4.1 CONTRACTOR, its agents and subcontractors shall not be liable
to SAUDI ARAMCO nor shall SAUDI ARAMCO be liable to
CONTRACTOR, its agents and subcontractors, for any
consequential damages, including but not limited to loss of profit
or products, whether such liability is based, or claimed to be
based upon any breach of either party's obligations under this
Contract, or whether such liability is based, or claimed to be
based, upon any negligent act or omission of a party, its
personnel, agents, appointed representatives or subcontractors.

15.4.2 CONTRACTOR shall indemnify, defend and hold SAUDI

ARAMCO harmless from any and all claims, losses, expenses
and damages arising from or related to any criminal
misappropriation or misapplication by any of CONTRACTOR's
personnel of any property, whether tangible or intangible,
occurring during the course of or in connection with the
performance of the WORK. CONTRACTOR shall obtain similar
indemnities running to SAUDI ARAMCO from each subcontractor.

16. INSURANCE

16.1 CONTRACTOR shall carry and maintain in force at all times during the
term of this Contract the following insurances:

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 16.1.1 Workers' Compensation and Employer's Liability

Employer's Liability and such Worker's Compensation Insurance

or similar social insurance as shall be necessary and adequate to
cover all CONTRACTOR's personnel while engaged in the
performance of the WORK under this Contract.

16.1.2 Comprehensive General Liability

Its normal and customary comprehensive general liability

insurance coverage with policy limits of at least one million U. S.
Dollars (US $1,000,000) for personal injury, death or property
damage resulting from each occurrence and covering all of
CONTRACTOR's operations under this Contract.
CONTRACTOR represents and warrants that the aforesaid
insurance covers, without limitation, loss of or damage to SAUDI
ARAMCO's other property for which CONTRACTOR is
responsible pursuant to Paragraph 15.2.

16.1.3 Automobile Liability

Automobile liability insurance covering owned, non-owned and

hired motor vehicles, with limits of at least one million U. S.
Dollars (US $1,000,000) for personal injury, death, or property
damage resulting from each occurrence.

16.1.4 Marine Insurance

Marine insurance with policy limits adequate to cover and protect:

(i) the full value of CONTRACTOR's vessels, barges, boats, tugs
and all other marine equipment (hereinafter "Marine Craft"), if
any, engaged in the WORK; (ii) injury to or death of the personnel
engaged in WORK on such Marine Craft and; (iii) any other
liability that may result from the operation of such Marine Craft.

16.2 SAUDI ARAMCO and CONTRACTOR agree that the insurance

coverages listed under Paragraph 16.1 are minimum coverages required
to be purchased by CONTRACTOR under this Contract. Should any loss
occur for which CONTRACTOR is responsible, CONTRACTOR shall,
except as provided in Paragraph 15.2.3, be liable for the full amount of the
loss, including the amount in excess of CONTRACTOR's insurance limits
and including the amount of any deductible specified in CONTRACTOR's
insurance policy.

16.3 If requested by SAUDI ARAMCO, CONTRACTOR shall have its insurance

carrier(s) furnish to SAUDI ARAMCO insurance certificates specifying the
types and amounts of coverage in effect and the expiration dates of each

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 policy, and a statement that no insurance will be canceled or materially
changed without thirty (30) days prior written notice to SAUDI ARAMCO.
If requested by SAUDI ARAMCO, CONTRACTOR shall permit SAUDI
ARAMCO to examine the original insurance policies or at SAUDI
ARAMCO's option, CONTRACTOR shall furnish SAUDI ARAMCO with
copies of insurance policies certified by the carrier(s) as being true and
complete copies of the original policies. SAUDI ARAMCO's approval of or
non objection to CONTRACTOR's insurance certificates or policies shall
not relieve CONTRACTOR of any obligation or liability under this
Contract.

16.4 In all insurance coverage purchased by CONTRACTOR pursuant to

Paragraph 16.1, CONTRACTOR shall have the insurance carriers waive
all rights of subrogation against SAUDI ARAMCO, its affiliated companies
and any of their officers, directors, employees, agents and appointed
representatives. In addition to the foregoing, and if the provisions of
Paragraph 16.1.4 apply, CONTRACTOR shall have its marine insurance
carriers waive all rights of subrogation against SAUDI ARAMCO's other
contractors, their subcontractors, and the personnel or agents of any of
them. Comprehensive General and Automobile Liability and Marine
Liability Insurance policies shall designate SAUDI ARAMCO as an
additional insured as regards SAUDI ARAMCO's liabilities for WORK
performed by CONTRACTOR pursuant to this Contract. Such policies
shall contain a cross liability clause so that SAUDI ARAMCO and
CONTRACTOR are regarded as third parties to each other.

16.5 If CONTRACTOR subcontracts any part of the WORK, CONTRACTOR

shall not require subcontractors to insure against liability waived by
SAUDI ARAMCO pursuant to Paragraphs 15.1.2, 15.2.3 and 15.4.
CONTRACTOR shall require its subcontractors to maintain insurances
specified in the subcontracts, and shall further require that provisions
giving SAUDI ARAMCO the rights specified in Paragraphs 16.3 and 16.4
be included in such subcontracts.
17. ENVIRONMENTAL IMPACT
17.1 CONTRACTOR shall use its best efforts to prevent and take all
reasonable precautions to avoid pollution or contamination of the land, air
or water arising out of CONTRACTOR's or its subcontractors'
performance of the WORK. Should there be a discharge or escape of any
appreciable quantity of pollutants or contaminants during the performance
of the WORK, CONTRACTOR shall immediately notify SAUDI ARAMCO
so that SAUDI ARAMCO may take the necessary action to contain,
control, recover or disperse the substance.
17.2 CONTRACTOR assumes all liability for and shall defend, indemnify, and
hold SAUDI ARAMCO harmless from expenses incurred in the control
and removal of, any and all pollution or contamination of the land, air or
water arising from spills or discharges of all solid, liquid and gaseous

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 wastes, including but not limited to asbestos, polychlorinated biphenyls
(PCB), chemicals, fuels, lubricants, motor oils, pipe dope, paints, solvents,
bilge, garbage and other like materials wholly in CONTRACTOR's or its
subcontractors' possession and control and directly associated with
CONTRACTOR's or any subcontractor's equipment and facilities.
CONTRACTOR shall defend, indemnify, and hold SAUDI ARAMCO
harmless from all claims, losses, expenses or damages in connection with
such pollution or contamination. CONTRACTOR shall lend every
reasonable assistance to SAUDI ARAMCO in handling, controlling or
cleaning up such pollutants or contaminants.
17.3 Subject to the following proviso, SAUDI ARAMCO assumes liability for
and shall defend, indemnify, and hold CONTRACTOR harmless against
all claims, losses, expenses or damages, to the extent they are not
recoverable under CONTRACTOR's insurance coverage carried pursuant
to Paragraph 16.1, both in connection with personal injury, including
death, of any person (except CONTRACTOR's personnel or the
personnel of any subcontractor) and in connection with damage to
property (except the property of CONTRACTOR or any subcontractor or
the personnel of either of them) when the injury, death or damage is
caused by pollution or contamination resulting from the discharge or
escape, during the performance of the WORK, of crude oil or other like
pollutants or contaminants, or pollutants or contaminants other than as
provided in Paragraph 17.2. This indemnity shall be effective whether or
not the discharge or escape is caused or alleged to have been caused in
whole or in part by the negligence or default of CONTRACTOR; provided,
however, that this indemnity shall not be applicable to, and
CONTRACTOR shall be solely responsible for, any claims, losses,
expenses or damage arising out of the negligence or default of
CONTRACTOR or any subcontractor up to a maximum of U. S. Dollars
Five Hundred Thousand (US $500,000) in the aggregate in respect of all
such incidents.

17.4 CONTRACTOR shall lend every reasonable assistance to SAUDI

ARAMCO in handling, controlling or cleaning up any discharge or escape
of pollutants or contaminants as provided in Paragraph 17.3. If the
discharge or escape arises out of the negligence or default of
CONTRACTOR or any subcontractor, CONTRACTOR's assistance will be
at CONTRACTOR's expense, up to a maximum of U. S. Dollars One
Hundred Thousand (US$100,000), and such expense shall be borne by
CONTRACTOR in addition to any amounts for which CONTRACTOR may
be liable under said Paragraph 17.3. Costs to CONTRACTOR in excess
of such maximum shall be borne by SAUDI ARAMCO. If the pollution or
contamination is not the result of the negligence or default of
CONTRACTOR or any subcontractor, the costs of such assistance shall
be borne by SAUDI ARAMCO.

17.5 At the same time the initial WORK Schedule is prepared as provided in
Paragraph 8.1, CONTRACTOR shall prepare and submit to SAUDI
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 ARAMCO a contingency plan designed for use if any appreciable quantity
of pollutants or contaminants should be discharged or escape during the
performance of the WORK. The contingency plan shall include: actions to
be taken should such an incident occur; provisions for the notification of
SAUDI ARAMCO and others; the delegation of responsibility for the
direction (subject always to SAUDI ARAMCO's overall direction and
control) of efforts to contain, control, recover or disperse the pollutants or
contaminants; and safety procedures to be followed.

17.6 CONTRACTOR shall, at SAUDI ARAMCO's direction remove from the

work site (including the sea or sea bed located in Saudi Arabian territorial
waters), at CONTRACTOR's expense all CONTRACTOR equipment
(including incapacitated or sunken vessels) hauled material, temporary
structures, rubbish, unusual materials or other such items. In the event of
CONTRACTOR's failure to discharge the foregoing obligation SAUDI
ARAMCO may accomplish the same or have it accomplished by others,
all at CONTRACTOR's expense.

CONTRACTOR shall comply with regulations issued under or by

international environmental conventions and regulatory bodies which the
Saudi Arab Government has adopted.

18. TITLE TO DESIGNS, CONFIDENTIAL INFORMATION AND PATENTS

18.1 All technical data, standards, specifications, designs, drawings and the
like furnished to CONTRACTOR are and shall continue to be the property
of SAUDI ARAMCO. Neither CONTRACTOR nor any subcontractor shall
reproduce or copy any such materials in whole or in part except as
required to perform the WORK. All such material together with all
reproductions or copies of it shall be returned to SAUDI ARAMCO upon
Project Completion or termination of this Contract.

18.2 Except for such designs, drawings and calculations as are considered
proprietary by CONTRACTOR and of which SAUDI ARAMCO is given
notice as provided below, all designs, drawings and calculations
developed by CONTRACTOR, its subcontractors or suppliers, and all
Software initially and specifically developed by CONTRACTOR or its
subcontractors or suppliers, under this Contract shall at all times be the
property of SAUDI ARAMCO. SAUDI ARAMCO shall have the unlimited
and unrestricted right to use or possess such material for whatever
purpose. CONTRACTOR shall not incorporate or procure any material
considered proprietary by CONTRACTOR or its subcontractors or
suppliers into designs or drawings developed under this Contract without
first informing SAUDI ARAMCO of the nature of the proprietary material
and obtaining SAUDI ARAMCO's approval of its incorporation or its
procurement. Unless otherwise directed by SAUDI ARAMCO,

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 CONTRACTOR shall keep all designs, drawings and calculations in a
neat and legible manner as required by SAUDI ARAMCO and, following
completion of the WORK, shall surrender the originals of all material to
SAUDI ARAMCO. Except as provided above, no design or drawing
developed under this Contract may be duplicated in whole or in part by
CONTRACTOR without first obtaining the written consent of SAUDI
ARAMCO.

18.3 Except as described in Paragraph 18.2, Software and enhancements

developed by CONTRACTOR or its subcontractors or suppliers for the
Computer System are the property of the CONTRACTOR. An
enhancement is Software which improves the Computer System, but
which is not described in Schedule "B" and not specifically developed for
the Computer System. CONTRACTOR hereby grants SAUDI ARAMCO a
royalty free, non-exclusive, perpetual, nontransferable license to use all
such Software and enhancements on the Computer System and to make
copies of the Software and enhancements for use only with the Computer
System.

18.4 If any design, drawing or Software developed under this Contract results
in any device, idea, process, or technology, whether patentable or not, all
rights to that device, idea, process, or technology shall be the property of
SAUDI ARAMCO. Accordingly, CONTRACTOR shall execute any patent
applications, assignments, releases, plans, drawings, papers, and/or
instruments which SAUDI ARAMCO may require in order to fully enjoy the
provisions of this Paragraph; provided, however, that SAUDI ARAMCO
shall reimburse CONTRACTOR for any costs incurred by CONTRACTOR
in assisting SAUDI ARAMCO in the perfection of the latter's rights
hereunder. CONTRACTOR represents that all CONTRACTOR
personnel, including agency personnel, and the personnel of its
subcontractors have agreed to assign to CONTRACTOR all discoveries,
inventions and improvements made.
18.5 Except as authorized in writing by the disclosing party, neither party to this
Contract nor their personnel, agents or any subcontractor shall duplicate,
use, or disclose any information supplied by the disclosing party during
the course of the WORK so long as, and to the extent that, the information
does not become part of the public domain, does not correspond to
information furnished or made known to the other party by a third party
without restriction as to its use, or was not within the other party’s
possession at the time of disclosure by the disclosing party.
18.6 CONTRACTOR shall limit its disclosure of any information supplied by
SAUDI ARAMCO during the course of the WORK to those of its personnel
who require it for the performance of the WORK. If SAUDI ARAMCO
designates any other person who may receive such information,
CONTRACTOR shall obtain from each such person a written agreement

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 obligating them with respect to such information to the same extent that
CONTRACTOR is obligated under this Contract.
18.7 CONTRACTOR warrants that any designs, drawings and calculations
developed, any Software developed or procured, and any materials
procured, by CONTRACTOR under this Contract shall not infringe any
valid patent, copyright or trade secret owned or controlled by any other
party. As regards such designs, drawings, calculations, Software, and
materials, CONTRACTOR shall defend, indemnify, and hold SAUDI
ARAMCO harmless from any losses, expenses or damages arising out of
or incurred by reason of any actual or alleged infringement of any patent,
copyright or trade secret. If SAUDI ARAMCO’s right to use such designs,
drawings, calculations, Software, or materials is enjoined as a result of a
claim of infringement, CONTRACTOR shall either procure for SAUDI
ARAMCO the right to use the infringing item, replace the infringing item
with a substantially compatible and functionally equivalent non-infringing
item, or remove the infringing item and compensate SAUDI ARAMCO for
the costs associated with procuring a suitable substitute.
18.8 SAUDI ARAMCO warrants that the use by CONTRACTOR in its
performance of the WORK of the technical data, standards, specifications
and similar information furnished by SAUDI ARAMCO to CONTRACTOR
for use in accomplishing the WORK shall not infringe any valid patent,
copyright or trade secret owned or controlled by any other party. As
regards such information SAUDI ARAMCO shall defend, indemnify, and
hold CONTRACTOR harmless from any losses, expenses or damages
arising out of or incurred by reason of any actual or alleged infringement
of any patent, copyright or trade secret.
18.9 CONTRACTOR agrees that it will not transmit, disclose, ship, export, or
re-export either directly or indirectly any technical data (including but not
limited to models, prototypes, blueprints, operating manuals, or technical
services) furnished to it by SAUDI ARAMCO or its affiliated companies
pursuant to this Contract, or any direct product based on or resulting there
from (including but not limited to equipment, plant, process or service) to:
(1) any of the countries to which the written assurance provisions of the
United States Export Administration Regulations may apply now or in the
future, (2) any other country, entity or destination to which the
transmission, disclosure, shipment, export or re-export of technical data or
direct product based on or resulting therefrom is proscribed under the
laws or regulations of the United States. CONTRACTOR agrees to obtain
an undertaking identical in terms to the foregoing from any subcontractor
performing work under this Contract which is given access to any
technical data furnished by SAUDI ARAMCO or its affiliated companies.
18.10 Any agreements between CONTRACTOR and SAUDI ARAMCO entered
into prior to the effective date of this Contract relating to the secrecy or
confidentiality of information exchanged between CONTRACTOR and

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 SAUDI ARAMCO shall survive the execution of this Contract, in
accordance with the terms of such agreements.
18.11 Within thirty (30) days after this Contract's effective date, CONTRACTOR
shall submit to the Company Representative CONTRACTOR's plan
describing how CONTRACTOR will protect SAUDI ARAMCO's
confidential information as required by this Paragraph 18.
19. CLAIMS SETTLEMENT; DISPUTES
19.1 CONTRACTOR shall inform SAUDI ARAMCO, promptly following its
occurrence or discovery, of any item or event which CONTRACTOR
knows, or reasonably should know, may result in a request for an
extension of time for completing the WORK or any separate portion
thereof, or for additional or reduced compensation under this Contract.
SAUDI ARAMCO and CONTRACTOR shall endeavor to satisfactorily
resolve the matter. Should it not be disposed of to CONTRACTOR's
satisfaction, CONTRACTOR shall forthwith deliver a written notice of all
elements of the claim in triplicate to SAUDI ARAMCO at the following
address:
The Manager
Contracting Department
Attention: Supervisor, Claims & Contract Control Unit
Saudi Arabian Oil Company
P.O. Box 1500
Dhahran 31311
Saudi Arabia

19.2 Any claim of CONTRACTOR against SAUDI ARAMCO for an extension of

time for completion of the WORK or any separable portion thereof, or for
additional compensation of any kind under this Contract, shall be deemed
conclusively to have been waived by CONTRACTOR unless notice of said
claim is set forth in writing by CONTRACTOR and filed with SAUDI
ARAMCO within thirty (30) days after the conditions which give rise to the
claim become known, or reasonably should have become known, to
CONTRACTOR. Within sixty (60) days after SAUDI ARAMCO's receipt of
the notice of said claim, CONTRACTOR shall file with SAUDI ARAMCO a
written analysis of all elements of the claim accompanied by itemized
supporting data identifying, to the extent practicable, the effect on time for
completion of the WORK or any separable portion thereof and the amount
of additional compensation claimed by CONTRACTOR. Failure by
CONTRACTOR to so file such written analysis with supporting data within
said sixty (60) days period shall be deemed conclusively to be a waiver of
all of CONTRACTOR's rights to any such extension of time for completion
or to additional compensation.

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 19.3 Should CONTRACTOR and SAUDI ARAMCO be unable to agree upon a
settlement of any claim, the matter shall be treated as an unresolved
dispute in accordance with Schedule "E".

19.4 Should any dispute arise between SAUDI ARAMCO and CONTRACTOR
during CONTRACTOR's performance of the WORK, CONTRACTOR
shall, unless SAUDI ARAMCO directs otherwise, continue to perform the
WORK and any additional WORK, which SAUDI ARAMCO may direct
CONTRACTOR to perform.

20. CONFLICT OF INTEREST

20.1 CONTRACTOR shall comply with the terms and conditions incorporated
in SAUDI ARAMCO’s Supplier Code of Conduct, which is hereby
incorporated by reference.

20.2 Except for customary promotional material and occasional business

entertainment, limited in value in any instance to the reasonable cost of a
business meal, and other than as specifically authorized under the terms
of this Contract, CONTRACTOR shall not give, offer, or accept, and
warrants that it has not given, offered or accepted, directly or indirectly
any money, personal services, credit or other thing of value, to or from:

20.2.1 SAUDI ARAMCO or its affiliated or related companies, or

20.2.2 Any of their agents, independent contractors or subcontractors,

or

20.2.3 The employees of any of the foregoing, or

20.2.4 The family members (parents, spouse, children) of any of the

foregoing,

in order to influence the award of this or any other contract that has been
or may be awarded by SAUDI ARAMCO, or their terms, performance,
administration, extension or termination.

20.3 SAUDI ARAMCO prohibits any former SAUDI ARAMCO employee who
held a position within SAUDI ARAMCO at the level of Department Head or
higher from being employed by, performing services for, entering into a
consultancy services agreement with, or acquiring any ownership interest
in any company that does or seeks to do business with SAUDI ARAMCO
for a period of two (2) years following their employment with SAUDI
ARAMCO. CONTRACTOR agrees that it shall not hire, employ, engage
as a consultant, procure the services of, or allow acquisition of any
ownership interest of CONTRACTOR or any affiliated CONTRACTOR
entity by any current employee, or by any former employee who has held
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 a position within SAUDI ARAMCO at the level of ‘”department head”’ or
higher. The restriction pertaining to former employees shall be valid for a
period of two (2) years following the time that such individual is no longer
an employee of SAUDI ARAMCO. Exceptions to this restriction may be
granted in writing by the SAUDI ARAMCO Conflict of Interest & Business
Ethics Committee.

20.4 Any violation of this Paragraph 20 shall constitute a substantial breach of

this Contract which, without prejudice to SAUDI ARAMCO's right to
enforce any other remedy provided by law, shall allow SAUDI ARAMCO
to terminate this Contract for default and claim damages including, but not
limited to, any increased costs incurred by SAUDI ARAMCO as a result of
such breach.

21. SUSPENSION OF WORK

21.1 SAUDI ARAMCO may at any time, with or without cause, suspend
performance of the WORK or any part thereof by giving CONTRACTOR
prior notice specifying the WORK to be suspended and the effective date
of such suspension. CONTRACTOR shall cease all activity on
suspended WORK on the effective date of suspension but shall continue
to prosecute any unsuspended WORK. CONTRACTOR shall take all
actions necessary to maintain and safeguard the suspended WORK.
SAUDI ARAMCO shall not be liable for loss of anticipated profits or for
any damages or any other costs incurred with respect to suspended
WORK during the period of suspension, provided that when the
suspension is without cause, SAUDI ARAMCO shall pay reasonable,
auditable and verifiable costs which:
21.1.1 Are incurred for the purpose of safeguarding the WORK and
materials and equipment in transit to or at the WORK Site;
21.1.2 Are incurred for such CONTRACTOR or subcontractor personnel,
or for such CONTRACTOR or subcontractor equipment, which
CONTRACTOR continues to maintain, at SAUDI ARAMCO's
request, at the WORK Site; or
21.1.3 Are otherwise reasonable and unavoidable costs of suspending
the WORK and of reassembling personnel and equipment.
21.2 SAUDI ARAMCO may, at any time, authorize resumption of all or any part
of the suspended WORK by giving notice to CONTRACTOR specifying
the part of WORK to be resumed and the effective date of the resumption.
Suspended WORK shall be promptly resumed by CONTRACTOR after
receipt of such notice. Upon resumption of the suspended WORK,

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 SAUDI ARAMCO shall initiate a Change Order pursuant to Paragraph 10 or an
Amendment, as appropriate, describing any required adjustments to the
Scheduled Completion Date, Critical Milestone Dates or compensation to
CONTRACTOR that result from the suspension of the WORK under this
Paragraph.

22. TERMINATION AT SAUDI ARAMCO CONVENIENCE

22.1 SAUDI ARAMCO may at any time and at its sole convenience terminate
this Contract or any part of the WORK by giving written notice to
CONTRACTOR specifying the extent and the effective date of the
termination ("Termination Date"). Should SAUDI ARAMCO terminate this
Contract or any part of the WORK in accordance with this Paragraph 22,
CONTRACTOR shall immediately stop performance of the terminated
WORK, and demobilize within ninety (90) days unless otherwise directed
by SAUDI ARAMCO.

22.2 Subject to the provisions of Paragraph 22.3, CONTRACTOR shall accept

in full and final settlement of all CONTRACTOR entitlements of any kind
for performance of terminated WORK up to the Termination Date and
arising from any termination under this Paragraph 22 compensation
("Termination Compensation") for:

a. All reasonable, auditable and verifiable costs necessarily incurred by

CONTRACTOR on or before the Termination Date attributable to
terminated WORK; and

b. All reasonable, auditable and verifiable costs necessarily incurred by

CONTRACTOR after the Termination date as a direct result of the
termination including, but not limited to, costs arising from
compliance with CONTRACTOR's obligations in this Paragraph and
Paragraph 25; and
c. An amount equal to ten percent (10%) of the sum of the amounts
due under Paragraphs 22.2a and 22.2b.
22.3 Termination Compensation shall be subject to Schedule "C" retention
requirements, shall be reduced by all amounts previously paid to
CONTRACTOR under Schedule "C" for performance of terminated
WORK before the Termination Date (even if resulting in a credit to SAUDI
ARAMCO), and shall exclude compensation for depreciation, liquidation,
the unexpired portion of leases for capital equipment and facilities, or
other capital costs attributable to WORK not to be performed as a result of
the termination. The amount due under Paragraph 22.2 shall exclude
compensation paid by CONTRACTOR to any affiliated subcontractor or
vendor to settle their entitlements of any kind arising from terminated

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 WORK to the extent such compensation is not a reasonable, auditable
and verifiable cost of such subcontractor or vendor attributable to
terminated WORK. Specifically, compensation in the nature of Paragraph
22.2c shall not be reimbursed by SAUDI ARAMCO in respect of such
subcontractors or vendor. The Termination Compensation due under
Paragraph 22.2 less reductions and exclusions under this Paragraph
22.3, shall in no event exceed the Contract Price less amounts previously
paid to CONTRACTOR under Schedule "C".

a. The term "affiliated" shall mean directly or indirectly controlled by the

CONTRACTOR, any parent entity which ultimately, directly or
indirectly, controls the CONTRACTOR, and any entity controlled by
such parent.

b. The term "control" shall mean the possession, directly or indirectly, of

a twenty five percent (25%) or more beneficial ownership interest in
another entity.

22.4 CONTRACTOR shall promptly invoice SAUDI ARAMCO for compensation

due under this Paragraph 22, in the format of amounts due under
Paragraphs 22.2a, 22.2b, and 22.2c, less reductions and exclusions
under Paragraph 22.3. SAUDI ARAMCO shall promptly pay such
amounts upon receipt and verification of CONTRACTOR's invoice.
Notwithstanding any other provision of this Contract, SAUDI ARAMCO
shall have the right to audit all of CONTRACTOR's records for the
purpose of verifying compensation paid for terminated WORK, including
lump sum and work unit rate compensation paid pursuant to Schedule
"C".

23. TERMINATION BY SAUDI ARAMCO FOR CAUSE

23.1 Should CONTRACTOR commit a substantial breach of this Contract,

SAUDI ARAMCO may demand, in writing, that CONTRACTOR comply
with the terms of this Contract. If within ten (10) days after receipt of such
a demand, CONTRACTOR has failed to take satisfactory steps to comply,
or if within thirty (30) days CONTRACTOR has not remedied the breach,
SAUDI ARAMCO may without prejudice to the exercise of any other rights
or remedies which may be available to it, terminate this Contract or any
part of the WORK by giving CONTRACTOR notice to that effect. Should
CONTRACTOR commit an act of bankruptcy, or seek legal or equitable
relief for reasons of insolvency, or become unable to meet its financial
obligations, SAUDI ARAMCO may, without prejudice to the exercise of
any other rights or remedies which may be available to it, terminate this
Contract by giving CONTRACTOR notice to that effect. Termination shall
be effective on the date specified in SAUDI ARAMCO's termination notice
but in no event prior to CONTRACTOR's actual receipt of such notice.

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 23.2 On the day on which termination under Paragraph 23.1 becomes
effective, CONTRACTOR shall stop performance of the terminated
WORK. SAUDI ARAMCO shall retain all amounts which are then due and
payable to CONTRACTOR plus reimbursements due CONTRACTOR for
its reasonable and auditable costs incurred in the performance of the
WORK required by Paragraph 25. If the cost to SAUDI ARAMCO of
completing the terminated WORK is greater than the compensation
SAUDI ARAMCO would have paid CONTRACTOR for completing such
WORK pursuant to this Contract, then SAUDI ARAMCO shall deduct the
difference from the retained amounts. If the difference exceeds the
retained amounts, CONTRACTOR shall pay SAUDI ARAMCO that
difference less the retained amounts.

24. TERMINATION BY CONTRACTOR

24.1 Should SAUDI ARAMCO commit a substantial breach of this Contract,

CONTRACTOR may demand, in writing, that SAUDI ARAMCO comply
with the terms of this Contract. If within ten (10) days after receipt of such
a demand, SAUDI ARAMCO has failed to take satisfactory steps to
comply, or within thirty (30) days SAUDI ARAMCO has not remedied the
breach, CONTRACTOR may, without prejudice to the exercise of any
other rights or remedies which may be available to it, terminate this
Contract by giving SAUDI ARAMCO notice to that effect. Should SAUDI
ARAMCO commit an act of bankruptcy, or seek legal or equitable relief for
reasons of insolvency, or become unable to meet its financial obligations,
CONTRACTOR may, without prejudice to the exercise of any other rights
or remedies which may be available to it, terminate this Contract by giving
SAUDI ARAMCO notice to that effect. Such termination shall be effective
on the date SAUDI ARAMCO receives CONTRACTOR's notice.

24.2 Should CONTRACTOR terminate this Contract pursuant to Paragraph

24.1, SAUDI ARAMCO shall pay and CONTRACTOR shall accept in full
and final settlement of all obligations, losses, costs, lost profits and
damages connected with such termination the amounts calculated in
accordance with Paragraph 22.

25. CONTRACTOR OBLIGATIONS UPON SUSPENSION OR TERMINATION

CONTRACTOR shall minimize all costs to SAUDI ARAMCO resulting from such
termination or suspension. Unless otherwise directed in writing by SAUDI
ARAMCO, CONTRACTOR shall enter into no further contracts or other
obligations, and immediately make every reasonable effort to terminate or
suspend contracts or other obligations, other than as may be required to
complete those portions of the WORK not suspended or terminated. If SAUDI
ARAMCO so directs, CONTRACTOR shall execute and deliver all documents
required to fully vest in SAUDI ARAMCO CONTRACTOR's rights in contracts
and other obligations. CONTRACTOR shall take any action that may be

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 necessary, or that SAUDI ARAMCO may direct, for the protection and
preservation of WORK in progress.
26. FORCE MAJEURE
26.1 If either party is rendered unable, wholly or in part, by force majeure to
perform its obligations under this Contract, it is agreed that performance
of such obligations by such party, so far as they are affected by force
majeure, shall be excused from the inception of any such inability until it is
corrected, but for no longer period. The party claiming an inability to
perform shall, immediately after the occurrence of the force majeure
event, notify the other party orally of the nature, date of inception and
expected duration of the force majeure and the extent to which it will
prevent the party giving such notice from performing its obligations under
this Contract. The party giving notice shall confirm such notification in
writing as soon as practicable. The party claiming inability to perform
shall promptly correct such inability to the extent it may be corrected
through the exercise of reasonable diligence.

26.2 The term "force majeure" as used in this Contract shall mean any act,
event, cause or occurrence rendering a party unable to perform its
obligation which is not within the reasonable control and not caused by
the negligence or fault of such party.

26.3 The following are specifically excluded as force majeure and shall not
constitute a basis for claims for WORK Schedule extensions or costs, or
both, under this Contract:

26.3.1 Late performance by a subcontractor caused by a shortage of

supervisors or labor, inefficiencies, or similar occurrences;

26.3.2 Late delivery of CONTRACTOR-supplied equipment or materials

by supplier and caused by congestion at a manufacturer's plant
or elsewhere, an oversold condition of the market, inefficiencies,
or similar occurrences; or

26.3.3 Any inability to obtain Iqamas or visas or renewal of Iqamas or

visas for expatriate workers.

The exclusions in Paragraphs 26.3.1 and 26.3.2 shall not apply, however,
where a subcontractor or supplier (i) is unable to perform due to force
majeure as described in Paragraph 26.2 and (ii) an acceptable alternative
source of service, equipment or materials is unavailable.

26.4 Should the WORK be delayed for more than forty-five (45) consecutive
days as a result of force majeure, SAUDI ARAMCO shall either suspend
the WORK affected pursuant to Paragraph 21 or terminate this Contract

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 or the portion of the WORK involved pursuant to Paragraph 22. Except
for certain costs incurred after the forty-fifth (45th) consecutive day as a
result of termination or suspension of the WORK as specifically provided
in Paragraphs 21 and 22, and except as provided for in Paragraph 14,
neither party shall be liable to the other for costs incurred by the other as
a result of any delay or failure to perform arising out of force majeure.

27. PUBLICITY RELEASES

Should CONTRACTOR or any of its subcontractors desire to publish or release

any publicity or public relations materials of any kind concerning or relating to
this Contract or to CONTRACTOR's or its subcontractors' activities in connection
with this Contract, CONTRACTOR shall first submit such material to SAUDI
ARAMCO for review. CONTRACTOR shall not publish or release, and shall
ensure that its subcontractors do not publish or release, any such material
without SAUDI ARAMCO's prior approval.

28. ARABIC TRANSLATION

Certain sections of this Contract may not have been translated into Arabic at the
date of signature. Except where expressly stated otherwise, it is the intention of
the parties that these sections be promptly translated into Arabic and
incorporated into the Contract. Until such time as they are translated, the
English text of those provisions shall constitute the sole statement of the
agreement between the parties in regard to the matters covered therein.
Because of their technical nature, attachments to Schedules C & G have not
been translated into Arabic.

29. GOVERNMENT RELATIONS ACTIVITIES

CONTRACTOR shall be fully responsible for conducting all government relations

activities within Saudi Arabia on its own behalf and for its personnel.
Government relations activities shall include, without limitation, all contacts with
the Saudi Arab Government, its agencies and officials, concerning matters
arising out of or connected with CONTRACTOR's performance of this Contract.
If requested by CONTRACTOR, SAUDI ARAMCO may provide general
guidance to assist CONTRACTOR in the conduct of such government relations
activities; provided that SAUDI ARAMCO shall not be liable for any loss, claim or
award as a result of providing such guidance to CONTRACTOR.
CONTRACTOR shall hold SAUDI ARAMCO harmless from any loss, claim, or
award resulting from CONTRACTOR's failure to perform its obligations under
this Paragraph.

30. GENERAL PROVISIONS

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30.1 This Contract shall be binding upon and inure to the benefit of the
successors and assigns of the parties to this Contract; however, this

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 Contract may neither be assigned nor transferred, either in whole or in
part, by CONTRACTOR without first obtaining the written consent of
SAUDI ARAMCO.
30.2 No benefit or right accruing to either party under this Contract shall be
waived unless the waiver is reduced to writing and signed by both parties
to this Contract. The waiver, in one instance, of any act, condition or
requirement stipulated in this Contract shall not constitute a continuing
waiver or a waiver of any other act, condition or requirement or a waiver
of the same act, condition or requirement in other instances, unless
specifically so stated.

30.3 Failure of any party to exercise any of its rights under this Contract shall in
no way constitute a waiver of those rights, nor shall such failure excuse
the other party from any of its obligations under this Contract. Neither
COMPANY's exercise of any of its rights of review, inspection or testing,
nor CONTRACTOR's submission or updating, or COMPANY's review,
revision, certification, acceptance or approval, of documents prepared by
CONTRACTOR, shall have the effect of amending, modifying, or limiting
in any way the CONTRACTOR's obligations under this Contract, nor the
effect of acknowledging or warranting that the designs, plans, or WORK
Schedules contained in such documents are feasible or achievable.

30.4 CONTRACTOR shall be an independent contractor with respect to the

WORK under this Contract. Neither CONTRACTOR, any subcontractor
nor the personnel of either of them shall be deemed to be the servants,
agents or employees of SAUDI ARAMCO.

30.5 This Contract shall not be deemed for the benefit of any third party nor
shall it give any person not a party to this Contract any right to enforce its
provisions.

30.6 The warranty, liability, indemnity and confidentiality (including publicity

releases) provisions of this Contract shall survive its termination or final
settlement. The provisions of this Contract relating to termination and
dispute settlement (including choice of law and arbitration) shall survive its
termination, but not its final settlement.

30.7 This Contract supersedes all previous contracts, correspondence and

understandings between the parties concerning the WORK, except for
those understandings or agreements described in Paragraph 18.10 of
Schedule "A" and constitutes their entire agreement concerning the ORK
to be performed hereunder. It shall not be amended except by a writing
signed by both of the parties. No promise, agreement, representation or
modification to this Contract shall be of any force or effect between the
parties, unless set forth or provided for in this Contract, a Change Order
or an Amendment.

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 30.8 In the event CONTRACTOR fails to perform any of its obligations under
this Contract, SAUDI ARAMCO may, upon fourteen (14) days prior written
notice, and without prejudice to any other remedies permitted by law or
this Contract, perform the CONTRACTOR's obligations, or cause them to
be performed, at CONTRACTOR's expense.

30.9 Where this Contract requires compliance with applicable SAUDI ARAMCO
specifications, standards, manuals, procedures, and similar documents
which were developed by SAUDI ARAMCO's predecessor, the Arabian
American Oil Company (ARAMCO), CONTRACTOR agrees to comply
with the corresponding ARAMCO specifications, standards, manuals,
procedures and similar documents.

31. CONTRACTOR’S OBLIGATIONS TO COMPENSATE ITS PERSONNEL

31.1 CONTRACTOR shall submit a letter with each invoice to the Company
Representative, in a form acceptable to SAUDI ARAMCO, certifying
that all of CONTRACTOR’s personnel have been paid their salaries
and benefits for the preceding month.

31.2 If the CONTRACTOR fails to submit the completed certification letter

referenced above, SAUDI ARAMCO will notify the CONTRACTOR.
Upon receipt of the notice from SAUDI ARAMCO, CONTRACTOR
shall promptly perform or arrange for the performance of the corrective
action required to comply with the requirements of Paragraph 31.1
within ten (10) days from the receipt of the notice.

31.3 In the event that CONTRACTOR fails to submit the letter or fails to
meet his obligations to his personnel, SAUDI ARAMCO shall consider
this a substantial breach of Contract. SAUDI ARAMCO shall, in
addition to other remedies at law or specified in this contract, retain all
amounts that are due and owing to CONTRACTOR under this contract
between the parties until the breach of Contract has been remedied.

32. CONTRACTOR VEHICLE STICKERS AND ID CARDS

CONTRACTOR agrees to comply with SAUDI ARAMCO’s requirements in

regard to restricted and non-restricted vehicle stickers and ID cards as
follows:

32.1 CONTRACTOR shall comply with General Instruction 710.001 for

SAUDI ARAMCO identification cards (“ID cards”) and General
Instruction 710.007 for Restricted and Non-Restricted Area vehicle
stickers.

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32.2 CONTRACTOR shall use designated SAUDI ARAMCO application
forms or systems in applying for ID cards or vehicle stickers.

32.3 CONTRACTOR shall obtain the required approval from the Company
Representative for its requests before the WORK begins.

32.4 CONTRACTOR shall obtain only one ID card for each employee at a
time.

32.5 CONTRACTOR shall renew ID cards at least 10 days before each

card’s expiration date.

32.6 CONTRACTOR shall immediately report any loss of SAUDI ARAMCO

ID cards to SAUDI ARAMCO’s Area ID office or Area Industrial
Security Department.

32.7 CONTRACTOR shall retrieve ID cards from all employees and sub-
contractor employees upon completion of the WORK or termination of
the Contract.

32.8 CONTRACTOR shall retrieve SAUDI ARAMCO ID cards, especially

plant ID cards, from employees leaving Saudi Arabia for any period
and deposit the same with the nearest SAUDI ARAMCO ID office.

32.9 CONTRACTOR shall report in writing to SAUDI ARAMCO’s area ID

office if any CONTRACTOR employee has left the CONTRACTOR’s
employment without surrendering his SAUDI ARAMCO ID card.
CONTRACTOR agrees that it shall then be subject to, and shall pay,
fines assessed by SAUDI ARAMCO’s Area Industrial Security
Organization in accordance with applicable General Instructions.

32.10 CONTRACTOR agrees that ID cards not timely returned shall be

subject to a fine consistent with applicable General Instructions.

32.11 CONTRACTOR shall appoint a qualified Saudi Arab National to act as

a liaison officer between CONTRACTOR and the SAUDI ARAMCO ID
office.

END OF SCHEDULE "A"

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