Exclusivity Agreement

This Exclusivity Agreement (hereafter referred to as EA) is made and entered into the 30 th
of October 2015.
BETWEEN
PETROLEUM EQUIPMENT ASSEMBLY AND METAL STRUCTURE JOINT STOCK
COMPANY, a company organized and existing under the laws of the Socialist Republic of
Vietnam and having its office at 02 Nguyen Huu Canh Str., Thang Nhat Ward, Vung Tau City,
Vietnam (hereinafter referred to as "PVC-MS").
AND
SIGURROS SDN BHD, a company organized and existing under the laws of Malaysia and
having its office at No.56, Jalan Seri Putra Bandar Seri Putra,43000, Kajang, Selangor
Darul Ehsan, Malaysia, (hereinafter referred to as "SGRSB")
Each of, PVC-MS and SGRSB being referred to as a Party, and jointly as the Parties
1.

Background
A.

The Parties have experience, competency, manpower and facilities in the field
of oil and gas projects.

B.

Design, procurement, construction, installation and commissioning LOOP

pipeline (EPC2) for GPP Ca Mau Project (hereinafter referred to as the
Project) belonging to PetroVietnam Gas (hereinafter referred to as the
Company).

C.

As local company, PVC-MS will be invited to bid for the Project and wish to
engage SGRSB exclusively as subcontractor for the scope of work (SOW)
defined herein.

D.

The brief SOW will be the Transportation, Installation and Pre Commissioning
of 28 subsea pipe-line that include shore approach up to shoreline and
subsea hot tapping work (herein after referred to as SOW).

E.

SGRSB has the required competency and experience and match with
requirement for the said SOW for the Project.

Parties hereto are hereby desirous to enter into an Exclusive Agreement (EA) for
mutual beneficial cooperation in general with the terms and conditions hereinafter
appearing.

2.

3.

Scope of the EA
A.

SGRSB will submit to PVC-MS the Technical Proposal following definitive

SOW defined for the Bidding of Project.

B.

Following the commercial terms of the ITB, SGRSB will submit to PVC-MS
the price schedule or Commercial Proposal based on the SOW defined for
the Project.

C.

Subject to Clause 5 herein, PVC-MS shall appoint SGRSB as the exclusive

Subcontractor for the SOW defined.

D.

SGRSB rights and responsibilities for its SOW shall be back-to-back with that
of the terms and condition set out in the main Contract between PVC-MS and
Company, if the contract for the Project is awarded.

E.

The main contract terms for payment shall be discussed later.

Subcontract Agreement
In the event PVC-MS is successfully awarded the contract for the Project, the Parties
shall enter within thirty (30) days after the date of award, enter into a Subcontract
Agreement for SGRSB to be the Subcontractor for the SOW.

4.

Mode of Implementing this EA:

A.

B.

5.

After receiving the ITB from the Company, PVC-MS will provide to SGRSB
with the interim scope of work to be performed by each Party and such scope
shall be mutually agreed by the Parties.
Following 4.A above, the Parties shall appoint the focal person from each
Party for liason purposes.

Termination
This EA shall be automatically terminated by any of the following event occurs:
A.
Mutual written consent of both Parties;
B.
PVC-MS Board of Directors decision not proceed with the Project;

C.
D.

6.

GOVERNING LAW AND JURISDICTION

A.
B.

7.

PVC-MS fails to get the contract award for the Project; and
Subcontract Agreement entered into by the Parties

This EA shall be governed by, and construed in accordance with, the English
Laws.
All disputes arising out of or in connection with this EA shall be finally settled
in neutral country such as Singapore, under the Rules of Arbitration of the
English Laws by one (1) arbitrator appointed by each Party in accordance
with the said rules.

COUNTERPARTS
This EA may be executed in counterparts, each of which so executed will be an
original, but together will constitute one and the same instrument.

8.

ENTIRE UNDERSTANDING
This EA constitutes the entire understanding and agreement between the Parties in
respect of the subject matter herein and supersedes all previous agreements
between the Parties whether in written or oral.

9.

EFFECTIVE DATE
A.

This EA is made in 2 (two) original copies, which are sufficiently stamped and
have legal force and equally binding between the Parties after each Party has
placed its signature.

B.

This EA shall become valid and in force upon its signing by the Parties.

IN WITNESS THERE OF, the Parties hereto have hereunto caused this EA to be executed in
their respective names by their duly authorised representative this day and year as written
first above written.
PETROLEUM EQUIPMENT ASSEMBLY AND
METAL STRUCTURE JOINT STOCK
COMPANY (PVC-MS)

SIGUR ROS SDN BHD

Mohd Shafiee bin Surip

Head of Marketing & Commercial