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INVITATION TO TENDER

(ITT)

FOR A CONTRACT FOR

Pipeline Construction and Emergency Response in AGOT PH and Aba.

Tender No. NG1801xxx

Shell Nigeria Gas Ltd (“COMPANY”)

DATE : 9th October 2018


Contents
SECTION I .......................................................................................................................................................................3
INSTRUCTIONS TO TENDERER .......................................................................................................................................3
1 DEFINITIONS .....................................................................................................................................................3
2 INTRODUCTION ................................................................................................................................................5
3 GENERAL REQUIREMENTS ................................................................................................................................6
4 PREPARATION OF TENDER..............................................................................................................................76
5 INSTRUCTIONS REGARDING FORMS SUBMITTED...........................................................................................87
6 RESULTS OF TENDERING...............................................................................................................................109
7 FURTHER INFORMATION ABOUT TENDERER OR TENDER ............................................................................109
SECTION II ....................................................................................................................................................................11
CONDITIONS OF TENDER .............................................................................................................................................11
1 CONDITIONS RELATING TO TENDER ...............................................................................................................11
2 COMPANY'S RIGHTS .......................................................................................................................................12
3 CLARIFICATION, EQUALITY OF INFORMATION AND ADDENDA......................................................................13
4 COMPANY’S CONFIDENTIALITY OBLIGATIONS ...............................................................................................14
5 PRIVACY OF PERSONAL DATA .....................................................................................................................1514
6 GENERAL BUSINESS PRINCIPLES .....................................................................................................................15
7 ANTI-BRIBERY AND CORRUPTION ..................................................................................................................15
SECTION III ...............................................................................................................................................................1716
FORMS APPLICABLE TO THE TENDER ......................................................................................................................1716
1 FORM OF ACKNOWLEDGEMENT ................................................................................................................1716
2 FORM OF TENDER.......................................................................................................................................1918
3 FORM FOR SCHEDULE OF PRICES ...................................................................... Error! Bookmark not defined.
4 FORM FOR QUALIFICATIONS TO THE CONTRACT TEMPLATE .....................................................................2120
5 FORM FOR ALTERNATIVE TENDERS ............................................................................................................2221
SECTION IV ...............................................................................................................................................................2322
CONTRACT TEMPLATE AND OTHER REQUIRED DOCUMENTS ........................................ Error! Bookmark not defined.
SECTION V....................................................................................................................... Error! Bookmark not defined.
SCOPE DESCRIPTION ....................................................................................................... Error! Bookmark not defined.
SECTION I

INSTRUCTIONS TO TENDERER

PLEASE READ THE INSTRUCTIONS IN THIS SECTION OF THE ITT CAREFULLY AS FAILURE TO COMPLY WITH THESE
PROCEDURES MAY INVALIDATE YOUR BID.

1 DEFINITIONS

Capitalised words and expressions have the following meanings when interpreting the ITT:

ACKNOWLEDGEMENT the form included in Section III – Form of Acknowledgement.


FORM

ADDENDUM or ADDENDA an addition to or clarification of the ITT issued by COMPANY.

AFFILIATE in reference to a PERSON, any other PERSON that: (a) directly or indirectly controls or is
controlled by the first PERSON; or (b) is directly or indirectly controlled by a PERSON
that also directly or indirectly controls the first PERSON. A PERSON controls another
PERSON if that first PERSON has the power to direct or cause the direction of the
management of the other PERSON, whether directly or indirectly, through one or more
intermediaries or otherwise, and whether by ownership of shares or other equity
interests, the holding of voting rights or contractual rights, by being the general partner
of a limited partnership, or otherwise. An AFFILIATE of COMPANY is also an AFFILIATE of
Royal Dutch Shell, plc.

ALTERNATIVE PROPOSAL an alternate technical or commercial (or both) proposal prepared and submitted by
TENDERER.

ANTI-BRIBERY LAWS all APPLICABLE LAWS that prohibit the bribery of, or the providing of unlawful
gratuities, facilitation payments, or other benefits to, any GOVERNMENT OFFICIAL or
any other PERSON, including: (a) the United States Foreign Corrupt Practices Act of
1977; and (b) the United Kingdom Bribery Act 2010.

APPLICABLE LAWS where applicable to a PERSON, property, or circumstance, and as amended from time
to time:
(a) statutes (including regulations enacted under those statutes);
(b) national, regional, provincial, state, municipal, or local laws;
(c) judgments and orders of courts of competent jurisdiction;
(d) rules, regulations, and orders issued by government agencies, authorities, and
other regulatory bodies; and
(e) regulatory approvals, permits, licenses, approvals, and authorisations.

COMPANY the entity identified on the cover page.

COMPANY GROUP COMPANY and:


(a) its co-venturers and joint ventures;
(b) any AFFILIATE of COMPANY, its joint ventures, or its co-venturers; and
(c) any director, officer, employee, or other individual working under the direct
control and supervision of COMPANY, its joint ventures, or co-venturers, or the
AFFILIATES of COMPANY, its joint ventures, or co-venturers.

COMPANY LEAD the person to which any and all communication with respect to this ITT must be made.

CONFIDENTIAL all data, reports, records, correspondence, notes, compilations, studies and other
INFORMATION information disclosed by either COMPANY or its AFFILIATES or TENDERER, and relating
to or in any way connected with this ITT, COMPANY, or any of their respective
AFFILIATES or their actual or proposed business activities, whether such information is
disclosed orally, in writing, in machine readable form or by any other means, whether
disclosed directly or indirectly, and regardless of whether such information is identified
as confidential, and includes any information ascertained by inspection by TENDERER or
its AFFILIATES of the premises or worksites of COMPANY or its AFFILIATES.

CONSEQUENTIAL LOSS (a) indirect or consequential losses; and (b) loss of production, loss of product, loss of
use, and loss of revenue, profit, or anticipated profit, whether direct, indirect, or
consequential, and whether or not the losses were foreseeable at the time of entering
into the TENDER.

CONTRACT the form included in Section IV – Contract Template and Other Required Documents.

GOVERNMENT OFFICIAL (a) any official or employee of any government, or any agency, ministry, or department
of a government (at any level); (b) anyone acting in an official capacity for a government
regardless of rank or position; (c) any official or employee of a company wholly or
partially controlled by a government (e.g. a state-owned oil company), political party, or
any official of a political party; (d) any candidate for political office, or any officer or
employee of a public international organisation (e.g. the United Nations or the World
Bank); and (e) any immediate family member (meaning a spouse, dependent child, or
household member) of any of the foregoing.

ITT or ITT DOCUMENTS this Invitation to Tender, including all documents listed in the table of contents and all
other documents incorporated by reference in those listed documents.

NOTICE means a communication to be delivered to COMPANY LEAD.

PERSON (a) a natural person; or (b) a legal person, including any individual, partnership, limited
partnership, firm, trust, body corporate, government, governmental body, agency, or
instrumentality, or unincorporated venture.

PERSONAL DATA any information relating to an identified or identifiable individual, unless otherwise
defined under APPLICABLE LAWS related to the protection of individuals, the processing
of such information, and security requirements for and the free movement of such
information.

SCOPE all activities and obligations to be performed by or on behalf of CONTRACTOR under the
CONTRACT, including those described in Section V.

TENDER the document prepared and submitted by TENDERER in response to, and in accordance
with the this ITT, and includes an ALTERNATE TENDER.

TENDERER GROUP TENDERER and:


(a) its joint venture partners and subcontractors;
(b) any AFFILIATE of TENDERER or its subcontractors; and
(c) any director, officer, employee, other PERSON, employed by or acting for and
on behalf of TENDERER, its subcontractors, or the AFFILIATES of TENDERER and its
subcontractors.

TENDER LETTER the form included in Section III – Form of Tender.

TENDERER the PERSON having confirmed its intent to submit a TENDER in accordance with the ITT,
and also includes any and all joint venture partners with which the party elects to join in
submitting its TENDER, and any subcontractors nominated by the party to provide any
part of the SCOPE. TENDERERS refers to each TENDERER to which COMPANY has sent an
ITT for the provision of SCOPE.

TENDER DEADLINE the date and time by which TENDERER must submit its TENDER.

TENDER PERIOD the period during which a TENDER may be submitted by a TENDERER, which period
commences on the date the ITT is issued by COMPANY and ends on the TENDER
DEADLINE.

2 INTRODUCTION

2.1 Invitation to Tender


COMPANY invites you to submit a TENDER for
Pipeline Construction and Emergency Response in AGOT PH and Aba.
This ITT is comprised of the following sections:
SECTION I INSTRUCTIONS TO TENDERER
SECTION II CONDITIONS OF TENDER
SECTION III FORMS APPLICABLE TO THE TENDER
SECTION IV CONTRACT TEMPLATE AND OTHER REQUIRED DOCUMENTS
SECTION V SCOPE DESCRIPTION

(a) This ITT is not an offer to contract with COMPANY and is subject to conditions of the TENDER [**and the
Confidentiality Agreement you have signed].

2.2 Particular Features of the SCOPE


The successful TENDERER will be responsible for the SCOPE. COMPANY will monitor and appraise the successful
TENDERER’s performance against the requirements of the CONTRACT and the successful TENDERER will be
required to supply information necessary to allow COMPANY to monitor and appraise the progress of the SCOPE.
2.3 Executive Summary

Pipeline Construction and Emergency Response in AGOT PH and Aba.

2.4 Key Objectives


(a) Pipeline Construction and Emergency Response in AGOT PH and Aba.
The proposed schedule is as set forth below. COMPANY may change any of these dates at its discretion without
liability. COMPANY will communicate any changes to TENDERERS promptly.

DATE EVENT/MILESTONE

12th October 2018 Submission of ACKNOWLEDGEMENT FORM


Tuesday 16th October [**F2F Meetings]
2018 Pre-tender clarification meeting and site visit to locations.
PRMS Ota 10am
29th October 2018 TENDER DEADLINE

The next Tender Board Award of CONTRACT Decision by COMPANY

15th November 2018 CONTRACT and required COMPANY documents signed with winning
TENDERER

1st December 2018 CONTRACT start date


TENDERER must be adhere to the dates shown above.
** Attendance of pre-tender clarification meeting and site visit is a NECESSARY REQUIREMENT and submitted bids
of vendors that did not attend the pre-tender clarification meeting and site visit SHALL NOT BE OPENED.

3 GENERAL REQUIREMENTS

3.1 Acknowledgement Form


TENDERER will submit the ACKNOWLEDGEMENT FORM to COMPANY not later 12th October 20188Return if
not Tendering If, after submitting the ACKNOWLEDGEMENT FORM, TENDERER decides not to submit a TENDER,
the entire ITT package must be returned to the COMPANY immediately.
3.2 Communications with Others

During the TENDER PERIOD, any communications in respect of this ITT must be made to COMPANY LEAD.
TENDERER will not communicate with any other PERSON at COMPANY regarding the ITT or related matters,
whether or not such PERSON was engaged in work leading up to the ITT or in the preparation of the ITT prior to
the TENDER DEADLINE.
3.3 Ownership

All copies of this ITT supplied by COMPANY to TENDERER remain the property of COMPANY and must be (i)
returned to COMPANY 5 days after TENDERER receives notification from COMPANY that TENDERER has been
unsuccessful or (ii) destroyed or deleted from electronic storage immediately upon notification from COMPANY.
3.4 Sufficiency of Tender
The submission of a TENDER confirms that TENDERER has satisfied them self, either independently or by proper
consultation with COMPANY, as to the extent and nature of the SCOPE which is the subject of the TENDER and all
requirements contained in this ITT, and that there is sufficient information to permit proper assessment of risks
and contingencies and all other circumstances which could otherwise affect a TENDER.

4 PREPARATION OF TENDER

4.1 Language of the Tender

The TENDER and its accompanying documents must be submitted entirely in the English language.
4.2 Currency of the Tender

(a) The currency used in the TENDER is must be the currency in which TENDERER will actually incur the
expenditure. For the sole purpose of this tender it will be in NAIRA

4.3 Validity Period


All details of the TENDER, including prices and rates, are to remain valid for acceptance for 90 days or any
reasonable revision to such period by COMPANY.

4.4 Legal Authority of Tenderer

(a) The TENDER must give the full legal name and registered office of TENDERER and, if applicable, the
jurisdiction in which it is registered or incorporated. The TENDER must be signed by its duly authorized
representative. If requested by COMPANY, TENDERER agrees to use COMPANY’s designated on-line tool to
sign with a digital signature, except where prohibited by APPLICABLE LAW. If signed digitally, TENDERER
agrees to waive any right to dispute the genuineness of the signature, or the admissibility of its TENDER or
COMPANY’s ITT where such challenge is based on the absence of a physical signature.

(b) If TENDERER proposes to perform SCOPE through another entity, such other entity will be a subcontractor
of TENDERER and TENDERER will remain obligated for such performance.

(c) A TENDER by a joint venture must state the full names of all parties to the joint venture and must be signed
by either an authorised representative with authority to sign on behalf of the joint venture or by an
authorized representative of each joint venture member, such that in either case all members are legally
bound. If SCOPE will be performed by a joint venture, each member must acknowledge joint and several
liability for the performance of the CONTRACT and of all TENDERER’s liabilities.

(d) COMPANY may request evidence of the authority of any PERSON signing on behalf of TENDERER.
4.5 Meetings with Company
There will be face to face meeting on 16th October at SNG PRMS Ilogbo road at Ota Ogun state.

4.6 Contents of the Tender

(a) The TENDER must follow the order and form provided in this ITT. [**All submitted documents are to be
initialled on each page, where possible.]

(b) The TENDER must include the following documents noted in Section III:

Form of TENDER
Schedule of Prices
Qualifications to the Contract Template
ALTERNATIVE TENDERS

(c) The TENDER must be submitted in all formats requested (for example, paper and digital storage media).
Where COMPANY has requested a paper version, the original of the paper version submitted to COMPANY
will prevail in the event of any inconsistency. By submitting a TENDER, TENDERER warrants that the paper
and digital versions are identical.

5 INSTRUCTIONS REGARDING FORMS SUBMITTED

5.1 Form of TENDER

The TENDER will be completed by TENDERER and will constitute an offer by TENDERER to enter into the CONTRACT
as the “CONTRACTOR” with COMPANY under the terms and conditions of the CONTRACT.

5.2 Schedule of Prices

(a) TENDERER must enter its rates, prices and other information onto the tables provided in the Schedule of
Prices. TENDERER may not alter the text or layout of the tables in any manner whatsoever.

(b) TENDERER will not include Value Added Tax (or equivalent sales tax, where applicable) in any prices/rates.

5.3 Qualifications to the Contract Template and Other Required COMPANY documents.

(a) COMPANY and its AFFILIATES, as purchasers on a global basis, have standardized contracting and
procurement processes. The ITT is accompanied by standard terms and conditions which take into account
the commercial interests relevant to the TENDER while maintaining a fair and reasonable position for all its
suppliers. Standard terms and conditions are intended to contain all necessary operative clauses and have
been drafted following due consideration of the marketplace. Utilization of standard terms permits fair
comparison of the TENDER relative to that of other potential suppliers. For this reason, COMPANY will not
entertain requests for changes to terms and conditions except under conditions noted below. COMPANY
will not accept requests for changes based on preferences.

(b) Any qualifications that are necessary to allow for performance of SCOPE must clearly set out by TENDERER
on a table provided by COMPANY, with proposed alternative terms and conditions. A mark-up or “red line”
of the CONTRACT is not acceptable to the COMPANY.

(c) The list of qualifications to the CONTRACT together with TENDERER’s commercial proposal will be used to
assess the competitiveness of the TENDER.

(d) COMPANY’s will not use any contract template or general terms and conditions proposed by TENDERER and
the submission of an alternate contract template or general terms and conditions will not satisfy the
requirement to propose alternative terms and conditions as specified above or an ALTERNATE TENDER.

(e) If the TENDER is qualified, the rates and prices are to be calculated and presented on the assumption that
COMPANY will accept all the qualifications. COMPANY reserves the right to disregard the TENDER if it is
qualified.
(f) COMPANY will not entertain further qualifications to the CONTRACT submitted post-award or otherwise
after the TENDER DEADLINE.

(g) Where applicable, the same requirements as above pertain to additional required COMPANY documents,
including the following:

(i) Parent Company Guarantee – A TENDERER may be required, where applicable, to cause its parent
company to provide additional financial or performance assurances at the outset of the CONTRACT,
or where required by occurrence of subsequent conditions specified by the CONTRACT.

(ii) Data Processing Agreement – Where SCOPE involves the processing of PERSONAL DATA by
TENDERER, if TENDERER is awarded the CONTRACT, a data processing agreement must be signed by
CONTRACTOR in addition to the CONTRACT.

(iii) IM/IT Agreement for IT Access and Security – Where SCOPE involves access by TENDERER to
COMPANY GROUP’s IT systems or infrastructure, if TENDERER is awarded the CONTRACT, an IM/IT
agreement must be signed by CONTRACTOR in addition to the CONTRACT.
5.4 Alternative Tender

(a) Where TENDERER feels it would be advantageous or more cost-effective to TENDERER or COMPANY, or
both, to deviate from the requirements set forth in this ITT, TENDERER may present such deviations as an
ALTERNATIVE TENDER, marked as such, and presented in addition to TENDERER’s principal TENDER.

(b) TENDERER is encouraged to develop and propose alternatives to the SCOPE that do not challenge the broad
concepts contained in it, if alternatives will reduce the CONTRACT price or improve the schedule or
operating economy with no sacrifice in quality. Any ALTERNATE TENDER must describe the nature and
extent of TENDERER’s proposed deviations and the resultant effect on the prices, schedules, commercial
terms and other aspects of TENDERER’s principal TENDER.

(c) Notwithstanding the foregoing, COMPANY’s consideration of any ALTERNATIVE TENDER is conditional upon
TENDERER’s submission of a principal TENDER in accordance with the terms of this ITT.
5.5 Delivery

TENDERS will be submitted at


The Secretary SNG Tender Board
NSC Reception
Shell Nigeria Gas Ltd
Plot 33 Mobolaji Johnson Avenue
Alausa- Ikeja-Lagos

5.6 Modifications to the Tender

TENDERER may modify or withdraw its TENDER through written NOTICE at any time between its submission and
the TENDER DEADLINE. Following withdrawal of its TENDER, TENDERER may submit a new TENDER, provided it is
submitted prior to the TENDER DEADLINE.
6 RESULTS OF TENDERING

When COMPANY takes a decision on the results of the ITT, TENDERER will be informed whether or not the TENDER
has been successful. No other information will be given on the progress of the TENDER evaluation.

7 FURTHER INFORMATION ABOUT TENDERER OR TENDER

7.1 Further Information

COMPANY reserves the right to request any further information it may deem necessary to evaluate the TENDER
and additional information necessary for the appraisal of the TENDER.

7.2 Visits
COMPANY may visit TENDERER for the purpose of obtaining further information or require that TENDERER visit
COMPANY’s offices or worksites.
7.3 Win-Win Discussions

COMPANY expects, after TENDERS have been received and evaluated, to explore with short-listed TENDERERS
means whereby mutual savings and commensurate benefits may be achieved. This process will be conducted
before the award of the CONTRACT.

7.4 Local Content Plan

When requested to be included as part of its TENDER, TENDERER will attach a written plan to provide
opportunities to local businesses consistent with the relevant provisions of the CONTRACT. The Local Content Plan
should include details requested to evaluate the Local Content Plan.

7.5 Permits

TENDERER will provide all permits required for the SCOPE, except where COMPANY has agreed in the SCOPE
DESCRIPTION to supply listed permits. Providing information regarding the SCOPE or COMPANY’s contemplation of
activities in connection with the SCOPE to any governmental authority or third party is not permitted. Where
material to the TENDER, COMPANY and TENDERER will discuss the means to obtain information on permits that
may be required and proceed only as approved by COMPANY.
SECTION II

CONDITIONS OF TENDER

1 CONDITIONS RELATING TO TENDER

(a) By submitting a TENDER:

(i) TENDERER accepts the terms and conditions set forth in this ITT, agrees to perform its obligations set
forth in this ITT, and further agrees that no other terms and conditions apply; and
(ii) COMPANY will not be deemed to have accepted a TENDER until TENDERER and COMPANY have
signed the CONTRACT for the supply of the SCOPE and then only for such SCOPE.

(b) The preparation and submission of a TENDER is at the sole expense of TENDERER. COMPANY is not liable for
any costs incurred by TENDERER, including costs and expenses of attending meetings or worksite visits.

(c) Acceptance of any TENDER by COMPANY is contingent upon COMPANY’s sole determination that it is in the
best interest of COMPANY to accept any such TENDER, in whole or in part. COMPANY may consider any
other considerations, including the following, in making its determination:

(i) The commercial and technical basis of TENDER;

(ii) TENDERER’s willingness to accept the terms and conditions set out in the CONTRACT without
qualification;

(iii) TENDERER’s personnel, efficiency, and experience in performing similar SCOPE;


(iv) TENDERER’s technical capability;

(v) TENDERER’s organization, structure, and proposed subcontractors;

(vi) TENDERER’s HSSE record and ability to adhere HSSE rules; and

(vii) TENDERER’s environmental performance/sustainable development capability.

(d) COMPANY makes no representations, covenants, warranties or guarantees, expressed or implied, other
than those expressly set forth herein. All warranties expressed or implied are specifically excluded, including
those based on custom, usage or industry practices, and those concerning acceptance of the lowest price
TENDERS.

(e) COMPANY MAKES NO REPRESENTATION OR WARRANTY AS TO THE ADEQUACY, ACCURACY, OR SUITABILITY


FOR ANY PURPOSE OF ANY INFORMATION SUPPLIED BY COMPANY TO TENDERER IN CONNECTION WITH
THIS ITT. COMPANY WILL NOT BE LIABLE FOR ANY LOSSES, COSTS, DAMAGES, EXPENSES OR THIRD PARTY
CLAIMS ARISING FROM OR IN RELATION TO THE USE OF THE INFORMATION BY TENDERER, EVEN IF
NEGLIGENT.

(f) COMPANY will not be responsible or liable for any act or omission of COMPANY in relation to this TENDER,
including any decision to:

(i) reject any or all proposals;


(ii) accept a TENDER (including a non-compliant TENDER) submitted by another TENDERER or a third
party; or

(iii) procure the supply of the SCOPE, in whole or in part, from a third party, and TENDERER.

(g) COMPANY will not be responsible for any losses, costs, damages, expenses, CONSEQUENTIAL LOSSES and
third party claims which TENDERER may sustain, incur or pay, or which may be brought against TENDERER.

(h) While performance of a portion of the SCOPE may be subcontracted by a successful TENDERER when
approved by COMPANY, TENDERER may not subcontract or assign any of its rights to TENDER or its
obligations under the ITT.

(i) TENDERER agrees to maintain confidentiality in regard to this ITT process and the contents of the ITT
DOCUMENTS. TENDERER acknowledges that the terms of the confidentiality agreement entered into
between TENDERER and COMPANY will apply to this ITT and all documents and information provided by
COMPANY to TENDERER hereunder.

(j) TENDERER may not disclose the ITT or any correspondence with COMPANY to any subcontractors without
COMPANY's consent. Where COMPANY consents to such disclosure, TENDERER agrees to bind the
subcontractors to the same written obligations as those assumed in this ITT

(k) By submitting a TENDER, TENDERER warrants that:

(i) as to any matter related to prices in the TENDER, they were arrived at independently, without
consultation, communication, agreement or understanding with any other PERSON participating in
the TENDER process or a third party for the purpose of restricting competition;

(ii) unless otherwise required by APPLICABLE LAWS, the quoted prices in the TENDER were not
knowingly disclosed by TENDERER, directly or indirectly, to any other PERSON participating in the
TENDER process or third party. TENDERER will keep the quoted prices confidential; and

(iii) no attempt has been made or will be made by TENDERER to induce any other person or firm to
submit or not to submit a TENDER for the purpose of restricting competition.

(l) TENDERER may reproduce the ITT only to the extent required to enable TENDERER to respond to this ITT.

(m) All submitted TENDERS will be retained by COMPANY and will not be returned to TENDERER.

(n) TENDERER will not make any public announcements or news releases pertaining to the acceptance by
COMPANY of its TENDER without the prior express written approval of COMPANY.

(o) Any conflict or inconsistency between this ITT and the provisions in this Section II will be resolved in favour
this Section II.

2 COMPANY'S RIGHTS

(a) COMPANY, in its sole discretion, reserves the right to:

(i) accept a non-compliant TENDER notwithstanding any material or immaterial, defect, error, or
deficiency in the TENDER;

(ii) not accept the lowest-cost compliant TENDER;


(iii) accept a TENDER submitted after the TENDER DEADLINE;

(iv) accept an ALTERNATE TENDER;

(v) accept a TENDER for the performance of all or a portion of the SCOPE;

(vi) enter into discussions or negotiations in respect of the SCOPE with one or more PERSONS
participating in the TENDER process or third parties at any time;
(vii) enter into one or more CONTRACTS for the performance of SCOPE with one or more PERSONS or any
third parties, upon the same or different terms and conditions as set forth in this ITT;

(viii) accept a TENDER subject to TENDERER entering into a subcontract with another PERSON
participating in the TENDER process or a third party where COMPANY wishes to have a specific
portion of the SCOPE performed by such other PERSON or third party under the supervision and
control of TENDERER;

(ix) request further information from or discuss with a TENDERER the terms of its TENDER for the
purposes of clarification or appraisal of the TENDER;

(x) terminate this ITT at any time and without prior notice to TENDERER and procure all or any portion
of the SCOPE from one or more of those PERSONS participating in the TENDER process or third
parties of COMPANY's choice upon the same or different terms and conditions as set forth in this ITT;
and

(xi) reject any or all TENDERS, even where such TENDERS are compliant with this ITT.

(b) COMPANY’s rejection may be on its sole discretion without providing its reasons to TENDERER, or may be
on specific grounds, including:

(i) TENDERER has not complied with the requirements set forth in this ITT;

(ii) there is a material or immaterial defect or error in the TENDER;

(iii) the TENDER is conditional, incomplete, irregular, unrealistic or otherwise deficient;

(iv) TENDERER does not have the capability to fully perform the SCOPE under the terms of the
CONTRACT;

(v) the TENDER may give rise to adverse cost consequences to COMPANY;

(vi) the TENDER is not received by COMPANY by the TENDER DEADLINE.

(c) COMPANY may extend, but is not obliged to extend, the TENDER DEADLINE before or after the TENDER
DEADLINE.

3 CLARIFICATION, EQUALITY OF INFORMATION AND ADDENDA

(a) TENDERER may seek clarification from COMPANY LEAD in order to complete the TENDER.

(i) Any questions or requests for clarification or information may only be submitted by e-mail.

(ii) COMPANY may disregard, and not acknowledge or respond to any telephone or verbal queries.
(iii) Any response by COMPANY will be in the form of a question and answer pair, which will be e-mailed
to all suppliers participating in the TENDER concurrently, without revealing the identity of TENDERER
responsible for the original question or clarification, in the form of an ADDENDUM to the ITT.

(b) Where TENDERER finds errors or omissions in any aspect of the ITT DOCUMENTS, such matters must be
immediately submitted by e-mail to COMPANY LEAD. Where necessary, COMPANY will issue an
ADDENDUM to address any material errors or omissions, or COMPANY may otherwise respond with any
corrections to non-material errors or omissions to all TENDERERS concurrently via e-mail.

(c) Any request for clarification which is based on TENDERER’s own development of innovative
design/technical proposal will be treated as proprietary to that TENDERER and hence COMPANY’s response
to such will not be circulated to all other TENDERERS. TENDERER must notify COMPANY that its request for
clarification is in relation to its submission of an ALTERNATIVE TENDER and that the clarification is
proprietary in order to ensure confidentiality is maintained. COMPANY may determine that the request for
clarification is not proprietary to TENDERER.

(d) Any requests for clarification must be received at least 5 day(s) before the TENDER DEADLINE.

(e) COMPANY may, for any reason, modify the ITT by an ADDENDUM prior to the TENDER DEADLINE.
(i) All ADDENDA to the ITT will be numbered sequentially and TENDERER must acknowledge receipt of
all such ADDENDA to COMPANY LEAD by e-mail (or other required form of communication, if
specified) immediately upon receipt.

(ii) Each ADDENDUM will be issued to each PERSON participating in the TENDER. If TENDERER has
submitted its TENDER to COMPANY prior to the issuance of an ADDENDUM, TENDERER must re-
submit its TENDER to COMPANY based upon the revised ITT.

(iii) COMPANY may, at its sole discretion, revise the TENDER DEADLINE as a result of such modification
and resulting ADDENDUM. Except as COMPANY may revise the TENDER DEADLINE, no extension of
time and date by which the TENDER must be submitted will be granted.

(iv) Matters raised in ADDENDA will be included in any resulting CONTRACT without the necessity of
making any other adjustment to the ITT.

(f) The information contained in the ITT will be the basis for the TENDER and nothing will be deemed to change
or supplement the ITT, except as noted below, in connection with the ADDENDA.

4 COMPANY’S CONFIDENTIALITY OBLIGATIONS

(a) COMPANY will not disclose or permit a disclosure to a third party of the TENDER.

(b) COMPANY may disclose the TENDER only to the extent of the following:

(i) Disclosure is expressly permitted under the ITT;

(ii) TENDERER has requested or consented in writing to the disclosure; or

(iii) Disclosure is necessary to review the TENDER and is made only to those in COMPANY GROUP who
have agreed to be bound by any confidentiality provisions assumed by COMPANY.
(c) COMPANY will treat ALTERNATIVE TENDERS as confidential, only where marked as such. Where an
ALTERNATIVE TENDER is not marked confidential, COMPANY is entitled to reissue an ITT based on the
ALTERNATIVE TENDER without attribution to TENDERER.

5 PRIVACY OF PERSONAL DATA

(a) Information submitted as part of a TENDER may be distributed within COMPANY GROUP to:

(i) evaluate TENDERER’s overall capabilities and capacity to perform the SCOPE; and

(ii) evaluate competence of TENDERER’s proposed project leads.

(b) Where COMPANY receives PERSONAL DATA for the purposes noted above, or for other reasons, TENDERER
will alert COMPANY to the fact it has supplied PERSONAL DATA. COMPANY will implement appropriate
security measures to protect PERSONAL DATA against accidental or unlawful destruction or loss, alteration,
unauthorised disclosure, or access (including remote access), and to protect it against all other forms of
unlawful processing. TENDERER will not include PERSONAL DATA in the TENDER beyond what is strictly
necessary for the evaluation of TENDERER and its project leads.

(c) Where it is necessary for COMPANY to provide PERSONAL DATA to TENDERER, then TENDERER will provide
the safeguards described above. As a condition of award of any SCOPE that includes the processing of
PERSONAL DATA, TENDERER will be required to enter into a data processing agreement in COMPANY’s
usual form.

6 GENERAL BUSINESS PRINCIPLES

(a) TENDERER acknowledges that it has actual knowledge of:

(i) the Shell General Business Principles, available at: www.shell.com/sgbp, and the Shell Supplier
Principles, available at www.shell.com/suppliers; and

(ii) the Shell Global Helpline, available at:


http://www.shell.com/home/content/aboutshell/who_we_are/our_values/compliance_helpline/.

(b) In connection with all activities associated with the ITT, TENDERER agrees that it will adhere to the
principles contained in the Shell General Business Principles and Shell Supplier Principles (or where
TENDERER has adopted equivalent principles, to those equivalent principles).

(c) TENDERER will notify COMPANY immediately if it becomes aware of any behaviour by TENDERER GROUP in
relation to this TENDER which is, or may be, inconsistent with the Shell General Business Principles or the
Shell Supplier Principles, where applicable, or where TENDERER has adopted equivalent principles, their
equivalent. TENDERER will make use of the Shell Global Helpline to report any suspected violations of the
above.

7 ANTI-BRIBERY AND CORRUPTION

(a) In connection with all activities associated with the ITT, TENDERER represents that:

(i) it is knowledgeable about ANTI-BRIBERY LAWS applicable to the TENDER and will comply with those
laws; and
(ii) TENDERER has not made, offered, authorised, or accepted, and will not make, offer, authorise, or
accept, any payment, gift, promise, or other advantage, whether directly or through any other
PERSON, to or for the use or benefit of any GOVERNMENT OFFICIAL or any other PERSON where that
payment, gift, promise, or other advantage would: (A) comprise a facilitation payment; or (B) violate
the relevant ANTI-BRIBERY LAWS.

(b) TENDERER will immediately notify COMPANY if TENDERER receives or becomes aware of any request from a
GOVERNMENT OFFICIAL or any other PERSON that is prohibited by the preceding paragraph.

(c) TENDERER agrees that in the event that it comes under investigation or is found by any authority or body to
be in breach of (i) APPLICABLE LAWS; or (ii) ANTI-BRIBERY LAWS, after it has been awarded the CONTRACT
by COMPANY, the COMPANY reserves the right to withdraw the CONTRACT award and decline to sign the
CONTRACT with TENDERER.
SECTION III

FORMS APPLICABLE TO THE TENDER

1 FORM OF ACKNOWLEDGEMENT

To: Gbenga Ajayi

(a) We acknowledge receipt of the ITT and we agree to maintain confidentiality in regard to this ITT process
and the contents of the ITT DOCUMENTS [**in accordance with the signed Confidentiality Agreement dated
(INSERT DATE)].

(b) We confirm that: (Please in only one of the )

  We have received all the documents listed in the ITT Index without damage and in useable condition.
  The following listed ITT DOCUMENTS were not received and/or are damaged and unusable:

(c) We confirm that: (Please in only one of the )

  We intend to submit a bona fide TENDER in accordance with the specified requirements of the ITT by the
TENDER DEADLINE. We confirm our adherence to appropriate standards of business ethics and, in particular, we
have established procedures to prevent the making, receiving, providing or offering of any payment, gift, promise,
or other advantage which may violate ANTI-BRIBERY LAWS. Furthermore, we will comply with Shell’s “Life Saving
Rules”, available at http://www.shell.com/global/environment-society/safety/culture.html and other safety rules
when visiting any COMPANY GROUP premises.
  We do not wish to TENDER and therefore return all the ITT DOCUMENTS with this ACKNOWLEDGEMENT
FORM.

(d) We confirm that: (Please in only one of the )

  As of this date, we have no requirements to seek clarification of these ITT DOCUMENTS. We will request
clarification as soon as the need arises.
  We require clarification of the following:

(e) We request that you send all future communications in respect of this ITT to:

Company Name:

Mailing Address:

Courier Address:
Telephone Number:

Fax Number:

E-Mail Address:

Contact Person:

Yours truly,
[**INSERT NAME OF TENDERER]

Signed:
Name:
Title:
Date:
2 FORM OF TENDER

TENDERER NAME.-

Date 8th October 2018


Pipeline Construction and Emergency Response in AGOT PH and
Aba.
To Gbenga Ajayi

In accordance with the above referenced TENDER, the undersigned, on behalf of the TENDERER confirms:

(a) We have examined your entire ITT package including its forms, [**and the ADDENDA #*] and are
providing all completed required forms, and where applicable, optional forms, all of which are
listed below and in accordance with the requirements of your ITT we hereby offer to enter into a
CONTRACT with COMPANY on the terms and conditions set out in the CONTRACT in accordance
with the following .;

Form of TENDER

Schedule of Prices
Information Requested by COMPANY
Qualifications to the CONTRACT [**Optional, list only if included]
ALTERNATIVE TENDERS [**Optional, list only if included]
Other Information Requested by COMPANY

(b) We are able to commence the SCOPE within [**days] working days of award of CONTRACT and to complete
the SCOPE on or before the times stipulated in the CONTRACT.

(c) We agree that this TENDER constitutes a firm offer to COMPANY which CONTRACTOR will not withdraw
after the TENDER DEADLINE, unless the CONTRACT is not signed by COMPANY within 90 days of the TENDER
DEADLINE. The time for signing the CONTRACT may be extended by written agreement of COMPANY and
CONTRACTOR.

(d) We agree that COMPANY is not obliged to review or accept any new deviations to the provisions of the ITT,
including COMPANY’s CONTRACT, raised by us after the submittal of this TENDER.

(e) We certify that we have:

(i) examined and are fully familiar with all of the provisions of the ITT;

(ii) carefully checked and confirmed as accurate all of the words and figures shown in the pricing in this
TENDER;

(iii) carefully reviewed the accuracy of all statements in our TENDER; and
(iv) by careful examination of the ITT, satisfied ourselves as to the requirements of the ITT and all other
matters which can in any way affect the supply of the SCOPE or the cost thereof.

(f) We hereby agree that COMPANY will not be responsible for any errors or omissions on our part in preparing
this TENDER.
(g) We understand that COMPANY is not bound to accept the lowest-cost compliant or any TENDER, and
COMPANY may not assign a reason for rejection of any TENDER.

(h) We agree that any costs incurred by us in the course of preparation of this TENDER are entirely of our own
account.

(i) We accept that future unsolicited re-TENDERS of any kind may result in our disqualification.

(j) We confirm that all insurances required by us under the proposed contract are currently in force or will be
provided in sufficient time to permit commencement of the CONTRACT.

(k) We confirm that we [are/are not] a subsidiary of another company.

(l) We certify that this is a bona-fide TENDER, intended to be competitive, and that we have not fixed or
adjusted the amount of the TENDER by or under or in accordance with any agreement or arrangement with
any PERSON not directly involved with its preparation. We further certify that we have not performed, and
will not:
(i) communicate to any PERSON the amount of the proposed TENDER except in confidence for
obtaining insurance premium quotations in connection with the TENDER;
(ii) enter into any agreement or arrangement with any other person that either we will refrain from
tendering or discuss the amount of any TENDER to be submitted; or

(iii) offer, pay or give or agree to pay or give any sum of money or valuable consideration to any PERSON
for any act of the type described above.

(m) We agree that the COMPANY has the right, in its sole discretion, and at any time, to change the ITT, cancel,
delay or otherwise not proceed to award the CONTRACT based on this ITT.

(n) We confirm actual knowledge of:

(i) the Shell General Business Principles, available at: www.shell.com/sgbp, and the Shell Supplier
Principles, available at www.shell.com/suppliers; and

(ii) the Shell Global Helpline, available at:


http://www.shell.com/home/content/aboutshell/who_we_are/our_values/compliance_helpline/

(o) In connection with all activities associated with the ITT, we agree to adhere to the principles contained in
the Shell General Business Principles and Shell Supplier Principles (or where we have adopted equ ivalent
principles, to those equivalent principles). We will notify COMPANY LEAD immediately if we become aware
of any behaviour by TENDERER GROUP which is, or may be, inconsistent with the Shell General Business
Principles or the Shell Supplier Principles, or where applicable, our equivalent principles.

[**INSERT NAME OF TENDERER]


Signed:
Name:
Title:
Date:
3 FORM FOR QUALIFICATIONS TO THE CONTRACT TEMPLATE

The following table lists all the TENDERER’s proposed qualifications to the CONTRACT.
QUALIFICATION REFERENCE IN TEXT OF TENDERER’S QUALIFICATION REASON TENDERER HAS
NO. CONTRACT REQUESTED THE
QUALIFICATION

1 [Tenderer to [Tenderer to insert text of Clause it wishes


insert Section, to change and indicate the change desired
Article and Clause by using the ‘track changes’ function.]
number]

2
4 FORM FOR ALTERNATIVE TENDERS

TENDERER’S PROPOSED ALTERNATIVES TO THE CONTRACT

EFFECT ON TENDER IF
ALTERNATIVE IS ACCEPTED

REFERENCE IN DESCRIPTION OF PROPOSED REASON FOR CONTRACT TIME AND MANNER OF


CONTRACT ALTERNATIVE INCLUDING PROPOSING PRICE PERFORMANCE
SUGGESTED MODIFICATION TO ALTERNATIVE
CONTRACT DOCUMENTS
CALL OFF CONTRACT

FOR PURCHASE OF GOODS AND SERVICES

Between

[**insert]

and

[**insert]

[**insert SHARP Contract ID#]

TABLE OF CONTENTS
SECTION II – DEFINITIONS AND INTERPRETATION .......................................................................... 264
1 DEFINITIONS ...................................................................................................................... 264
SECTION IIIA – SPECIAL TERMS AND CONDITIONS........................................................................ 3310
1 PURCHASE ORDERS.......................................................................................................... 3310
2 REQUIREMENTS PERTAINING TO SCOPE........................................................................... 3310
3 REQUIREMENTS PERTAINING TO GOODS ......................................................................... 3310
4 REQUIREMENTS PERTAINING TO SERVICES ...................................................................... 3512
5 COMPENSATION, PAYMENT, AND INVOICING .................................................................. 3613
6 QUALITY ASSURANCE ....................................................................................................... 3714
7 COMPANY PROVIDED ITEMS, INFORMATION SYSTEMS, AND FRAMEWORK AGREEMENTS3714
8 VARIATIONS ..................................................................................................................... 3915
9 INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE ...................................................... 3915
10 REMEDIAL ACTIONS ..................................................................................................... 3916
11 EMERGENCY RESPONSE AND ENVIRONMENTAL SERVICES CATEGORY TERMS .............. 3916
12 LIMITATION OF LIABILITY AND EXCLUSIONS ................................................................. 4218
SECTION IIIB – GENERAL TERMS AND CONDITIONS...................................................................... 4420
1 PERFORMANCE ................................................................................................................ 4420
2 TAXES .............................................................................................................................. 4420
3 LIENS ............................................................................................................................... 4420
4 SUSPENSION .................................................................................................................... 4420
5 TERMINATION.................................................................................................................. 4521
6 LIQUIDATED DAMAGES .................................................................................................... 4622
7 LIABILITIES AND INDEMNITIES.......................................................................................... 4622
8 INSURANCE...................................................................................................................... 4824
9 COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS.... 4925
10 CONFIDENTIALITY ........................................................................................................ 5328
11 INTELLECTUAL PROPERTY............................................................................................. 5329
12 FINANCIAL AND PERFORMANCE AUDIT ........................................................................ 5530
13 RELATIONSHIP OF PARTIES ........................................................................................... 5531
14 CONTRACTOR PERSONNEL AND SUBCONTRACTING ..................................................... 5631
15 ASSIGNMENT ............................................................................................................... 5631
16 FORCE MAJEURE .......................................................................................................... 5632
17 NOTICES....................................................................................................................... 5732
18 GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES ............................................ 5732
19 ADDITIONAL LEGAL PROVISIONS .................................................................................. 5934
SECTION IV –SCOPE DESCRIPTION ............................................................................................... 6036
SECTION V – SCHEDULE OF PRICES ............................................................................................ 10037
SECTION VI – INSURANCE REQUIREMENTS ................................................................................ 10138
SECTION VII – HSSE REQUIREMENTS.......................................................................................... 10340
PART A ...................................................................................................................................... 10340
PART B ...................................................................................................................................... 10744
THIS CONTRACT IS MADE ON [**insert date] BETWEEN:
[**SHELL COMPANY],
whose registered office is at [**, (**) **, **] (“COMPANY”),
and
[**CONTRACTOR],
whose registered office is at [**, (**) **, **] (“CONTRACTOR”),
THE PARTIES AGREE AS FOLLOWS
SECTION I – FORMATION OF CONTRACT and NOTICE PARTIES

SCOPE is described in part as [**insert a high level description of SCOPE], and is described in more detail
in the CONTRACT.

The CONTRACT PRICE is set out in the schedule of prices.

The CONTRACT has an effective date of [**date] and will terminate on [**date].

Notices under the CONTRACT must be made in the manner set out in the general terms and conditions
and delivered:
To COMPANY:
[**include details]
To CONTRACTOR:
[**include details]

Signatories

For and on behalf of [**insert full Shell name] For and on behalf of [**insert full CONTRACTOR
name]

______________________________ ______________________________

Name: Name:
Position: Position:
SECTION II – DEFINITIONS AND INTERPRETATION

1 DEFINITIONS
Capitalised words and expressions have the following meanings when interpreting the CONTRACT:
ACCEPTANCE COMPANY accepts SCOPE in writing or is deemed to have accepted SCOPE in
the manner specified by the CONTRACT.
AFFILIATE in reference to a PERSON, any other PERSON that: (a) directly or indirectly
controls or is controlled by the first PERSON; or (b) is directly or indirectly
controlled by a PERSON that also directly or indirectly controls the first
PERSON. A PERSON controls another PERSON if that first PERSON has the
power to direct or cause the direction of the management of the other
PERSON, whether directly or indirectly, through one or more intermediaries or
otherwise, and whether by ownership of shares or other equity interests, the
holding of voting rights or contractual rights, by being the general partner of a
limited partnership, or otherwise. Any AFFILIATE of Royal Dutch Shell, plc is an
AFFILIATE of COMPANY.
AGENCY those CONTRACTOR PERSONNEL who are not direct employees, but are
PERSONNEL working under the direct control and supervision of CONTRACTOR GROUP.
ANTI-BRIBERY LAWS all APPLICABLE LAWS that prohibit the bribery of, or the providing of unlawful
gratuities, facilitation payments, or other benefits to, any GOVERNMENT
OFFICIAL or any other PERSON, including: (a) the United States Foreign Corrupt
Practices Act of 1977; and (b) the United Kingdom Bribery Act 2010.
APPLICABLE LAWS where applicable to a PERSON, property, or circumstance, and as amended
from time to time: (a) statutes (including regulations enacted under those
statutes); (b) national, regional, provincial, state, municipal, or local laws;
(c) judgments and orders of courts of competent jurisdiction; (d) rules,
regulations, and orders issued by AUTHORITIES; and (e) regulatory approvals,
permits, licences, approvals, and authorisations.
AUTHORITIES the government and any county, municipality, local government, or other
political subdivision, instrumentality, ministry, or department which has
jurisdiction over any part of SCOPE, or any county, municipality, local
government or other political subdivision thereof.
BOOKS AND books, accounts, contracts, records, and documentation, in electronic format,
RECORDS or otherwise, in respect of the CONTRACT and performance of SCOPE.
COMPANY GROUP COMPANY and: (a) its CO-VENTURERS and JOINT VENTURES; (b) any AFFILIATE
of COMPANY, its JOINT VENTURES, or its CO-VENTURERS; and (c) any director,
officer, employee, or other individual working under the direct control and
supervision of COMPANY, its JOINT VENTURES, or CO-VENTURERS, or the
AFFILIATES of COMPANY, its JOINT VENTURES, or CO-VENTURERS. A reference
to COMPANY GROUP includes a reference to each of its members severally.
COMPANY items of materials, equipment, services, or facilities, provided by COMPANY to
PROVIDED ITEMS CONTRACTOR to perform SCOPE.
CONFIDENTIAL all technical, commercial, photographic or other information, and all
INFORMATION documents and other tangible items that record information, whether on
paper, in machine readable format, by sound or video, by way of samples or
otherwise, relating to a PERSON’s business, including WORK PRODUCT,
PERSONAL DATA, and SCOPE provided to that PERSON, business plans,
property, way of doing business, business results or prospects, the terms,
negotiations, and existence of the CONTRACT, proprietary software, IP RIGHTS,
and business records. A reference to COMPANY GROUP’S CONFIDENTIAL
INFORMATION includes WORK PRODUCT and the terms, negotiations, and
existence of the CONTRACT.
CONSEQUENTIAL (a) indirect or consequential losses; and (b) loss and/or deferral of production,
LOSS loss of product, loss of use, and loss of revenue, profit, or anticipated profit,
whether direct, indirect, or consequential, and whether or not the losses were
foreseeable at the time of entering into the CONTRACT.
CONTRACT PRICE the total amount payable by COMPANY to CONTRACTOR in accordance with
the CONTRACT.
CONTRACTOR any machinery, plant, tools, equipment, goods, materials, supplies, and other
EQUIPMENT items (including all appropriate associated spare parts, storage containers,
packing, and securing) owned or contracted for by CONTRACTOR GROUP,
provided title has not passed and will not pass to COMPANY under the
CONTRACT.
CONTRACTOR CONTRACTOR and: (a) its SUBCONTRACTORS; (b) any AFFILIATE of
GROUP CONTRACTOR or its SUBCONTRACTORS; and (c) any director, officer, employee,
other PERSON or AGENCY PERSONNEL employed by or acting for and on behalf
of CONTRACTOR, its SUBCONTRACTORS, or the AFFILIATES of CONTRACTOR and
its SUBCONTRACTORS. A reference to CONTRACTOR GROUP includes a
reference to each of its members severally.
CONTRACTOR any individual provided by CONTRACTOR GROUP, whether directly or
PERSONNEL indirectly, and assigned to work in connection with the performance of SCOPE,
whether or not an employee of CONTRACTOR GROUP.
CO-VENTURER any PERSON who is a party to a joint operating agreement, unitisation
agreement, including a JOINT VENTURE, or similar agreement: (a) with
COMPANY or any of its AFFILIATES; and (b) which agreement is related to
SCOPE performed under the CONTRACT. A reference to CO-VENTURERS
includes a reference to each CO-VENTURER severally and to its respective
successors and permitted assigns.
EMERGENCY special circumstances that require CONTRACTOR to respond to an actual or
RESPONSE MODE potential SPILL or DISCHARGE after COMPANY has provided notice of the event
to CONTRACTOR.
FORCE MAJEURE the events qualifying as a force majeure event as expressly set out in the
EVENT CONTRACT.
GOODS goods, materials, products, and equipment to be supplied by CONTRACTOR
under the CONTRACT.
GOVERNMENT (a) any official or employee of any government, or any agency, ministry, or
OFFICIAL department of a government (at any level); (b) anyone acting in an official
capacity for a government regardless of rank or position; (c) any official or
employee of a company wholly or partially controlled by a government (e.g. a
state-owned oil company), political party, or any official of a political party;
(d) any candidate for political office, or any officer or employee of a public
international organisation (e.g. the United Nations or the World Bank); and (e)
any immediate family member (meaning a spouse, dependent child, or
household member) of any of the foregoing.
GROSS NEGLIGENCE any act or failure to act (whether sole, joint, or concurrent) that is so great as to
cause harm to people, property, or the environment and that: (a) seriously and
substantially deviates from a diligent course of action; or (b) is in reckless
disregard of or wanton indifference to a risk known or so obvious that it should
have been known.
HAZARDOUS any substance or waste, other than oil (as defined in the U.S.A. Oil Pollution Act
SUBSTANCE of 1990, or other APPLICABLE LAWS in any other applicable jurisdiction),
defined as hazardous or toxic under APPLICABLE LAWS.
HSSE STANDARDS (a) all HSSE policies, manuals, standards, rules, and procedures, as
communicated to CONTRACTOR, by or on behalf of COMPANY, designed to
manage HSSE risks during performance of SCOPE under the CONTRACT; (b) all
APPLICABLE LAWS relating to HSSE; and (c) any other rules and procedures
(whether issued by COMPANY GROUP or otherwise) in force at a relevant
COMPANY GROUP WORKSITE at the time of performance of SCOPE.
INDEMNIFY release, save, indemnify, defend, and hold harmless.
INDIRECT TAXES any of the following: (a) value added tax; (b) goods and services tax; or (c) sales
tax or a similar levy.
INSOLVENCY EVENT if a PERSON: (a) stops or suspends, or threatens to stop or suspend, payment
of all or a material part of its debts, or is unable to pay its debts as they fall
due; (b) ceases or threatens to cease to carry on all or a substantial part of its
business; (c) begins negotiations for, starts any proceedings concerning,
proposes or makes any agreement for the reorganisation, compromise,
deferral, or general assignment of, all or substantially all of its debts; (d) makes
or proposes an arrangement for the benefit of some or all of its creditors of all
or substantially all of its debts; (e) takes any step with a view to the
administration, winding up, or bankruptcy of that PERSON; (f) is subject to an
event in which all or substantially all of its assets are subject to any steps taken
to enforce security over those assets or to levy execution or similar process,
including the appointment of a receiver, trustee in bankruptcy, or similar
officer; or (g) is subject to any event under the law of any relevant jurisdiction
that has an analogous or equivalent effect to any of the INSOLVENCY EVENTS
listed above.
INSURANCE Section VI, setting out the types and amounts of policies of insurance required
REQUIREMENTS and related matters.
IP RIGHTS all patents, copyright, database rights, design rights, rights in CONFIDENTIAL
INFORMATION, including know-how and trade secrets, inventions, moral
rights, trademarks and service marks (all whether registered or not and
including all applications for any of them and all equivalent rights in all parts of
the world), whenever and however arising for their full term, and including any
divisions, re-issues, re-examinations, continuations, continuations-in-part, and
renewals.
JOINT VENTURE any entity: (a) which itself is not an AFFILIATE OF COMPANY; (b) in which an
AFFILIATE OF COMPANY has a direct or indirect ownership interest; and (c) the
activities of which are related to SCOPE.
LIABILITIES liabilities for all claims, losses, damages, costs (including legal fees), and
expenses.
LIQUIDATED amounts agreed in the CONTRACT, that CONTRACTOR must pay to COMPANY if
DAMAGES certain events or obligations as specified in the CONTRACT are not achieved or
not timely achieved.
OSRO an oil spill removal organisation, classified and certified by the applicable
governmental authority such as the Coast Guard in the USA.
OTHER any other contractor engaged by COMPANY GROUP to perform work at the
CONTRACTOR WORKSITE.
OTHER OTHER CONTRACTOR and: (a) its subcontractors; (b) any AFFILIATE of OTHER
CONTRACTOR CONTRACTOR or its subcontractors; and (c) any director, officer, employee,
GROUP other PERSON, or agency personnel employed by or acting for and on behalf of
OTHER CONTRACTOR, its subcontractors, or the AFFILIATES of OTHER
CONTRACTOR and its subcontractors; with the exception of any members of
COMPANY GROUP and CONTRACTOR GROUP. A reference to OTHER
CONTRACTOR GROUP includes a reference to each OTHER CONTRACTOR
severally.
OTHER PERMITTED (a) JOINT VENTURES; and (b) SHELL CONTRACTORS.
BUYER
PERSON a natural person or a legal entity, including any partnership, limited
partnership, limited liability company, corporation, firm, trust, body corporate,
government, governmental body or agency, or unincorporated venture.
PERSONAL DATA any information relating to an identified or identifiable individual, unless
otherwise defined under APPLICABLE LAWS related to the protection of
individuals, the processing of such information, and security requirements for
and the free movement of such information.
PURCHASE ORDER a written order issued as permitted by the CONTRACT from COMPANY to
CONTRACTOR to purchase SCOPE.
RESTRICTED countries or states that are subject to comprehensive trade sanctions or
JURISDICTION embargoes (as may be amended by the relevant AUTHORITIES from time to
time).
RESTRICTED PARTY (a) any PERSON targeted by national, regional, or multilateral trade or
economic sanctions under APPLICABLE LAWS; (b) any PERSON designated on
the United Nations Financial Sanctions Lists, European Union (EU) or EU
Member State Consolidated Lists, US Department of the Treasury Office of
Foreign Assets Control Lists, US State Department Non-proliferation Sanctions
Lists, or US Department of Commerce Denied Persons List, in force from time
to time; or (c) any AFFILIATES of such PERSONS; and (d) any PERSON acting on
behalf of a PERSON referred to in the foregoing.
SCOPE the GOODS to be delivered or the SERVICES to be performed, as the case may
be, by or on behalf of CONTRACTOR under this CONTRACT, and all other
activities and obligations to be performed by or on behalf of CONTRACTOR
under this CONTRACT.
SERVICES services to be supplied by CONTRACTOR under the CONTRACT, including the
results of those services.
SHELL a PERSON acting as contractor of an AFFILIATE of Royal Dutch Shell plc.
CONTRACTOR
SOFTWARE any software forming part of SCOPE or necessary for the intended use of
SCOPE, including, as applicable, the database and all machine codes, binaries,
object codes or source codes, whether in a machine or human readable form,
and all improvements, modifications, and updates, flow charts, logic diagrams,
passwords, and output tapes, and any future updates, releases, and generally
available associated software items, together with the licence to use them or
ownership rights in them.
SPILL any actual or potential DISCHARGE of oil or HAZARDOUS SUBSTANCES from or
on COMPANY GROUP property.
STANDARDS OF with reference to SCOPE and the performance of SCOPE, the sound standards,
PRACTICE methods, skill, care, techniques, principles, and practices that are recognised
and generally accepted in the international oil, gas, and petrochemical
industry.
STANDYBY MODE ordinary circumstances under which CONTRACTOR performs obligations
related to SCOPE, in the absence of an actual SPILL or DISCHARGE.
SUBCONTRACT any contract between CONTRACTOR and a SUBCONTRACTOR or between a
SUBCONTRACTOR and another SUBCONTRACTOR of any tier for the
performance of any part of SCOPE, including any call off under framework
agreements of COMPANY or an AFFILIATE of COMPANY and supply agreements
for materials.
SUBCONTRACTOR any party to a SUBCONTRACT, other than COMPANY and CONTRACTOR,
including any employers of AGENCY PERSONNEL (except as explicitly provided
otherwise).
TAXES all taxes, duties, levies, import, export, customs, stamp or excise duties
(including clearing and brokerage charges), charges, surcharges, withholdings,
deductions, or contributions that are imposed or assessed by any competent
authority of the country where SCOPE is performed or any other country in
accordance with APPLICABLE LAWS.
TRADE CONTROL all APPLICABLE LAWS concerning the import, export, or re-export of goods,
LAWS software, or technology, or their direct product, including: (a) applicable
customs regulations, Council Regulation (EC) No. 428/2009; (b) any sanction
regulations issued by the Council of the European Union; (c) the International
Traffic in Arms Regulations ("ITAR"); (d) the Export Administration Regulations
("EAR"); and (e) the regulations and orders issued or administered by the US
Department of the Treasury, Office of Foreign Assets Control in relation to
export control, anti-boycott, and trade sanctions matters.
VARIATION a modification or alteration of, addition to, or deletion of, all or part of SCOPE.
VARIATION a proposal prepared by CONTRACTOR in respect of a VARIATION in which it
ASSESSMENT provides full detail of the following: (a) the impact of the proposed VARIATION
on SCOPE; (b) a detailed schedule for the performance of adjusted SCOPE;
(c) the effect on the CONTRACT PRICE (if any), determined in accordance with
the CONTRACT; and (d) any other information COMPANY concludes is
necessary for its evaluation.
VARIATION ORDER a written order for a VARIATION authorised by COMPANY.
WILFUL a deliberate act or omission, the consequences of which were foreseen or
MISCONDUCT foreseeable, that was intended to cause harm to people, property, or the
environment.
WORK PRODUCT any and all information, reports, data, drawings, computer programs, source
and object codes, program documentation, spread sheets, presentations,
analyses, results, conclusions, findings, solutions, calculations, studies,
concepts, codes, manuals, inventions, business models, designs, prototypes,
magnetic data, flow charts, recommendations, working notes, specifications or
other information, documents, or materials, which arise out of or are made,
created, or generated for COMPANY, as a part of SCOPE, or which are made,
created, or generated from or using COMPANY GROUP's CONFIDENTIAL
INFORMATION or COMPANY GROUP’s IP RIGHTS.
WORKSITE lands, waters, and other places on, under, in, or through which SCOPE or
activities in connection with SCOPE are to be performed, including
manufacturing, fabrication, or storage facilities, offshore installations, floating
construction equipment, vessels, offices, workshops, camps, or messing
facilities. WORKSITE does not include any lands, waters, or other places used
during transportation to and from WORKSITES.
SECTION IIIA – SPECIAL TERMS AND CONDITIONS

1 PURCHASE ORDERS

(a) SCOPE is to be purchased through separate PURCHASE ORDERS. Each PURCHASE ORDER is a
stand-alone contract between the parties to the PURCHASE ORDER. Each PURCHASE ORDER
incorporates the terms of this CONTRACT.

(b) No terms in CONTRACTOR’s quotation, acknowledgment, confirmation accepting the PURCHASE


ORDER, invoice, specification, or similar document will form part of the agreement between the
parties. CONTRACTOR waives any right to rely on such terms and conditions.

(c) COMPANY may issue separate PURCHASE ORDERS for SCOPE. Where COMPANY is an AFFILIATE of
Royal Dutch Shell plc, then AFFILIATES of COMPANY and OTHER PERMITTED BUYERS in
CONTRACTOR’s jurisdiction may also issue PURCHASE ORDERS for SCOPE in their own name. For
PURCHASE ORDERS issued by AFFILIATES of COMPANY or OTHER PERMITTED BUYERS, references
to “COMPANY” in this CONTRACT will refer to the issuer of the PURCHASE ORDER. Only the issuer
of the PURCHASE ORDER will have any liability in connection with that PURCHASE ORDER.

2 REQUIREMENTS PERTAINING TO SCOPE

(a) This CONTRACT is non-exclusive and carries no requirement for COMPANY to place any orders or
purchase any minimum quantities. COMPANY may acquire same or similar SCOPE from other
suppliers.

(b) Time is of the essence for the performance of SCOPE.

(c) Any information supplied by COMPANY is the property of COMPANY and will not be used by
CONTRACTOR for any purpose other than for performance of the CONTRACT.

3 REQUIREMENTS PERTAINING TO GOODS


3.1 GOODS Warranties

(a) CONTRACTOR guarantees that GOODS supplied in connection with the performance of SCOPE will
be: (i) without fault, defect, or deficiency; (ii) new on delivery, unless otherwise specified in the
CONTRACT; (iii) fit for use for any purpose specified in the CONTRACT; and (iv) in strict
conformance with the CONTRACT and any specification, drawing, or other description supplied by
COMPANY to CONTRACTOR and agreed to as part of the CONTRACT.

(b) Unless a different period is specified in the SCOPE DESCRIPTION, CONTRACTOR’s warranty for
GOODS applies to all defects arising within [**24 months] of COMPANY’s ACCEPTANCE of GOODS.

(c) Following ACCEPTANCE by COMPANY of the GOODS, the warranties set out in this Article are in
lieu of all other warranties expressed or implied by statute, common law, custom, usage, or
otherwise.
3.2 Information to Accompany GOODS
CONTRACTOR must include with the GOODS any information required by the CONTRACT to be
supplied with the GOODS, and any information required to be included by APPLICABLE LAWS and
STANDARDS OF PRACTICE.
3.3 Quantity of GOODS

(a) CONTRACTOR will deliver the GOODS in the quantity agreed in the CONTRACT, or to the extent
not specified, in the quantity communicated to CONTRACTOR by COMPANY.

(b) CONTRACTOR’s prior determination of quantity is not binding on COMPANY where


CONTRACTOR’s or COMPANY’s own investigation reveals a discrepancy between amounts
originally determined by CONTRACTOR to have been delivered and the amount actually delivered.
Where COMPANY disputes CONTRACTOR’s determination of quantity delivered, CONTRACTOR
will fully cooperate in resolving the matter.
3.4 Delivery, Risk, and Title to GOODS

(a) CONTRACTOR retains risk of loss of and damage to the GOODS until delivery is complete in
accordance with the INCOTERMS in any case where INCOTERMS are specified, otherwise when
COMPANY takes physical possession of the GOODS.

(b) Title to the GOODS will pass to COMPANY at the earlier of: (i) risk of loss of and damage to the
GOODS passing to COMPANY; or (ii) as COMPANY makes payment for the GOODS.

(c) Where COMPANY makes milestone payments, title to the GOODS will proportionally pass to
COMPANY at the time of each payment. As GOODS are paid for prior to delivery, CONTRACTOR
will segregate them from other property and mark them as belonging to COMPANY.

(d) Any transfer of title or risk will be without prejudice to COMPANY's right to refuse to accept the
GOODS in case of non-conformity with the requirements of the CONTRACT.
3.5 Origin of GOODS
No deviation is permitted from named manufacturers, specified manufacturing locations, or
countries of origin of GOODS, except with COMPANY’s prior written consent.
3.6 Packaging and Loading of GOODS
CONTRACTOR will pack the GOODS so that they may be transported and unloaded safely.
CONTRACTOR represents that, on delivery, the GOODS will have been accurately described,
classified, marked, and labelled, in accordance with the CONTRACT, all APPLICABLE LAWS, and
STANDARDS OF PRACTICE.
3.7 Other GOODS Requirements
If the GOODS are perishable or have a life expectancy of a fixed duration, or if circumstances are
known to CONTRACTOR that would adversely affect the life span of the GOODS, CONTRACTOR will
promptly advise COMPANY in writing of all appropriate information in that regard. CONTRACTOR
will deliver GOODS to COMPANY that have a reasonable life expectancy considering the intended
use or specified minimum life expectancy.
3.8 Hazardous or Dangerous GOODS
(a) CONTRACTOR will ensure that the GOODS comply with the requirements of APPLICABLE LAWS. To
the extent the GOODS contain toxic, corrosive, or hazardous (dangerous) materials, CONTRACTOR
will advise COMPANY of any hazard inherent in the GOODS.

(b) CONTRACTOR will ensure that a proper notice accompanies each delivery of GOODS and that it
includes information regarding safety, environment, and health hazards, including toxicity,
flammability, reactivity, and corrosiveness, together with handling and storage requirements,
actions to be taken in case of fire or spillage, and health precautions to be observed.

4 REQUIREMENTS PERTAINING TO SERVICES


4.1 SERVICES Warranties

(a) CONTRACTOR warrants that all SERVICES supplied in connection with the performance of SCOPE
will be: (i) performed in accordance with the CONTRACT; (ii) fit for use for any purpose specified in
the CONTRACT; and (iii) free from any defect or deficiency.

(b) Unless a different period is specified in the SCOPE DESCRIPTION, CONTRACTOR’s warranty for
SERVICES applies to all defects arising within [**12 months] of COMPANY’s ACCEPTANCE of the
SERVICES.

(c) Following ACCEPTANCE by COMPANY of the SERVICES, the warranties set out in this Article are in
lieu of all other warranties expressed or implied by statute, common law, custom, usage, or
otherwise.
4.2 Additional SERVICES Assurances

(a) CONTRACTOR will supply SERVICES as described in the CONTRACT and in the locations designated
in the CONTRACT.

(b) CONTRACTOR will supply SERVICES diligently, efficiently, and carefully, in a good and professional
manner, and in accordance with the CONTRACT and all STANDARDS OF PRACTICE.

(c) CONTRACTOR will provide all skills, labour, supervision, equipment, goods, materials, supplies,
transport, and storage required for the SERVICES.
4.3 CONTRACTOR PERSONNEL in Connection with SERVICES

(a) In performing any SERVICES, CONTRACTOR will only use CONTRACTOR PERSONNEL who are
properly permitted, qualified, suitably trained, competent, skilled, and experienced in accordance
with all STANDARDS OF PRACTICE and as required by the CONTRACT. CONTRACTOR will ensure
members of CONTRACTOR GROUP, in particular responders, performing all or part of SCOPE have
"HAZWOPER" training at a level appropriate to the activities those individuals will perform.

(b) CONTRACTOR will verify all relevant qualifications and experience of CONTRACTOR PERSONNEL,
including all requirements of APPLICABLE LAWS and the CONTRACT.

(c) Where required by COMPANY, CONTRACTOR will perform at its own expense security background
checks and obtain entry credentials for CONTRACTOR PERSONNEL on COMPANY GROUP
WORKSITES.
(d) CONTRACTOR is responsible for CONTRACTOR PERSONNEL used in connection with SERVICES,
including the direction, transport, payment, board, lodging, and permits which may be required.
CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES resulting from the failure by any
member of CONTRACTOR GROUP to pay or timely pay any salary or other remunerations to
CONTRACTOR PERSONNEL.
4.4 Items Provided in Connection with SERVICES
Items provided in connection with SERVICES will comply with requirements specified for GOODS
in the CONTRACT, or if no requirements are specified, then warranties specified under
APPLICABLE LAWS. CONTRACTOR retains risk of loss and damage for items provided until
ACCEPTANCE of the SERVICES by COMPANY, unless COMPANY takes care and custody of the
items.
4.5 SERVICES at COMPANY GROUP WORKSITES
When performing SERVICES at COMPANY GROUP WORKSITES, CONTRACTOR will:
(i) maintain areas where SERVICES are performed in a safe and reasonably clean condition at
all times;
(ii) avoid unreasonably interfering with the operations of COMPANY GROUP, OTHER
CONTRACTORS, and third parties;
(iii) cooperate with OTHER CONTRACTORS and permit them reasonable access to areas were
SERVICES are performed; and
(iv) properly remove and dispose of all waste and debris related to SERVICES in accordance with
APPLICABLE LAWS and HSSE STANDARDS.
4.6 CONTRACTOR EQUIPMENT

(a) CONTRACTOR will ensure that all CONTRACTOR EQUIPMENT used to perform any SERVICES are at
all times inspected, calibrated, and maintained in accordance with manufacturers’ guidelines,
APPLICABLE LAWS, and STANDARDS OF PRACTICE.

(b) CONTRACTOR will protect, maintain, repair, store, and manage consistent with HSSE STANDARDS
all CONTRACTOR EQUIPMENT at COMPANY GROUP WORKSITES and all consumables related to
CONTRACTOR EQUIPMENT.

5 COMPENSATION, PAYMENT, AND INVOICING


5.1 Consideration
COMPANY agrees to pay the CONTRACT PRICE to CONTRACTOR in the currency requested by
COMPANY, if not otherwise specified in the SCHEDULE OF PRICES, and at the times and in the
manner specified in this Article. The CONTRACT PRICE is all-inclusive except for value added tax or
sales tax. The CONTRACT PRICE is subject to adjustment only by means of a VARIATION ORDER or
to reflect third party charges for SCOPE less any discounts.
5.2 Invoicing and Payment
(a) CONTRACTOR will invoice only after ACCEPTANCE of SCOPE, except as otherwise provided in the
CONTRACT. CONTRACTOR will include as a separately listed item on the invoice CONTRACTOR’s
cost, including any discounts extended to CONTRACTOR, for purchases or rentals necessary to
perform SCOPE.

(b) COMPANY will pay CONTRACTOR any undisputed amount within [**60 days] [Drafting Note: If
Shell’s annual aggregate spend with the contractor is <$100,000, contractor is an MWBE
contractor in the US, a First Nations contractor in Canada, a small contractor in Australia or India,
or any contractor in Poland or France, please review the Payment Terms Guidance document and
revise the payment term accordingly before sending the contract to the counterparty.] after
receipt of a correct and adequately supported invoice. An invoice is considered unsupported
when COMPANY cannot reasonably verify the legitimacy or accuracy of the invoice using the
information provided by CONTRACTOR or if supporting documentation is missing.

(c) COMPANY may use certain electronic tools and services for notifications of completion of SCOPE,
invoicing, payment of invoices, and other related transactions. CONTRACTOR will use the tools
and services identified in the CONTRACT or otherwise by COMPANY and will make its information
technology systems compatible with those tools and services. For tools and services facilitated by
a third party provider, CONTRACTOR will enter into contracts with the relevant provider.

(d) Payment of an invoice is not: (i) by itself an accord and satisfaction, or otherwise a limitation of
the rights of the parties in connection with the matter; or (ii) evidence that SCOPE was performed
in accordance with the CONTRACT.
5.3 Disputed Invoices and Adjustments
If COMPANY disputes an invoice, COMPANY may withhold payment of any disputed part of an
invoice and pay only the undisputed part. COMPANY may, on notice to CONTRACTOR, set off any
liabilities between CONTRACTOR and COMPANY arising out of the CONTRACT or any other
agreement. Any exercise by COMPANY of its rights under this provision will be without prejudice
to any other rights or remedies available to COMPANY.

6 QUALITY ASSURANCE
CONTRACTOR must have quality assurance programs in place adequate to support its
performance of SCOPE.

7 COMPANY PROVIDED ITEMS, INFORMATION SYSTEMS, AND FRAMEWORK AGREEMENTS


7.1 COMPANY PROVIDED ITEMS Used in Connection with Completion of SCOPE

(a) CONTRACTOR will use COMPANY PROVIDED ITEMS where specified in the CONTRACT. COMPANY
will provide COMPANY PROVIDED ITEMS at its own cost as of the dates set out in the CONTRACT
or as otherwise agreed in writing between the parties.

(b) In connection with COMPANY PROVIDED ITEMS, CONTRACTOR will:


(i) be responsible for all ordering, scheduling, receiving, unloading, and handling;
(ii) exercise due care and diligence to safeguard and avoid damage;
(iii) provide suitable and safe storage;
(iv) except to the extent of any reasonable wear and tear, have risk of loss of and damage to
COMPANY PROVIDED ITEMS when in CONTRACTOR’s care, custody, or control; and
(v) keep a monthly inventory of their receipt, location, and return.

(c) CONTRACTOR will visually inspect all COMPANY PROVIDED ITEMS, check all supporting
documentation, and notify COMPANY of any discrepancy or damage within three days of receipt.
In the absence of any notification, all COMPANY PROVIDED ITEMS will be deemed to have been
delivered in a complete and undamaged state except for any discrepancy or damage that could
not have been discovered by a visual inspection.

(d) Where COMPANY PROVIDED ITEMS are not specified in the CONTRACT, but are subsequently
offered to CONTRACTOR, CONTRACTOR will use reasonable endeavours to use COMPANY
PROVIDED ITEMS and will provide a credit for the value of any cost-savings and reduced SCOPE.

(e) Any COMPANY PROVIDED ITEMS remain the property of COMPANY and will not be used by
CONTRACTOR for any purpose other than for the CONTRACT.
7.2 Access to COMPANY Systems, Information, or Infrastructure
In the event that performance of SCOPE requires CONTRACTOR or CONTRACTOR PERSONNEL to
access COMPANY GROUP’s technical information, information technology, or resources (including
COMPANY’s infrastructure), CONTRACTOR will sign and comply with COMPANY’s standard terms
and conditions for access and security, unless other terms applicable to the CONTRACT were
agreed on by the parties in writing.
7.3 COMPANY’s Other Framework Agreements

(a) COMPANY or AFFILIATES of COMPANY have framework agreements in place with third party
contractors for purchasing the GOODS and SERVICES which may permit CONTRACTOR to call off
through a purchase contract.

(b) COMPANY and CONTRACTOR will reasonably cooperate to utilise framework agreements where
called for as a part of SCOPE, or where the parties identify opportunities to improve or decrease
costs of SCOPE.

(c) In that case, CONTRACTOR agrees to enter into purchase contracts through framework
agreements with the applicable third party contractors in CONTRACTOR’s own name and capacity.
CONTRACTOR will be responsible for all obligations it assumes in a purchase contract.
CONTRACTOR will INDEMNIFY COMPANY for any LIABILITIES arising out of CONTRACTOR’s period
as contract holder of the purchase contract.

(d) All purchase contracts under COMPANY’s framework agreements will be deemed to be regular
SUBCONTRACTS of CONTRACTOR. All provisions of this CONTRACT regarding CONTRACTOR’s
SUBCONTRACTS, apply to purchase contracts that CONTRACTOR enters into under COMPANY’s
framework agreements.

(e) CONTRACTOR is not relieved of any obligation to COMPANY in connection with SCOPE by virtue of
using COMPANY’s framework agreements.
8 VARIATIONS
COMPANY may request, or CONTRACTOR may initiate, a VARIATION ASSESSMENT for reasons of
emergency, safety, or other reasonable necessity. CONTRACTOR is not entitled to a VARIATION for
matters that were included in SCOPE, or matters that CONTRACTOR agreed to perform or take
into account in connection with the CONTRACT. COMPANY may reject or accept the VARIATION
ASSESSMENT by issuing a VARIATION ORDER.

9 INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE

(a) To confirm SCOPE complies with the CONTRACT, CONTRACTOR will perform all tests and
inspections required by the CONTRACT, APPLICABLE LAWS and, unless otherwise specified in the
CONTRACT, STANDARDS OF PRACTICE.

(b) CONTRACTOR will request ACCEPTANCE from COMPANY: i) of GOODS by completion of delivery;
or ii) of SERVICES by writing on completion of SCOPE. COMPANY will not unreasonably delay any
response to a request for ACCEPTANCE. Where any SCOPE has not otherwise been accepted or
rejected by COMPANY in writing, ACCEPTANCE will be deemed to have occurred 30 days after
GOODS or the results of SERVICES have been placed in commercial use by COMPANY GROUP.
Other than to start the period for any warranty of limited duration, ACCEPTANCE does not limit or
waive any remedies.

10 REMEDIAL ACTIONS
If defects in SCOPE are discovered, CONTRACTOR will provide a plan to remedy the defects and
will remedy the defects in an expeditious manner. Without prejudice to other remedies it may
have, COMPANY may perform or have others perform some or all of the remedial actions, and
CONTRACTOR will pay or promptly reimburse COMPANY for all costs CONTRACTOR would have
been liable for under the CONTRACT where: (i) emergency situations or other HSSE risks require
the immediate performance of remedial actions; (ii) CONTRACTOR presents a plan which does not
provide for expeditious completion of warranty work; or (iii) CONTRACTOR does not timely
complete the actions according to the agreed schedule. CONTRACTOR’s warranties against
defects are assignable, and CONTRACTOR will assign to COMPANY all manufacturers’ warranties
or will pursue for COMPANY or its assignee all warranties that cannot be assigned.

11 EMERGENCY RESPONSE AND ENVIRONMENTAL SERVICES CATEGORY TERMS


11.1 Additional CONTRACTOR Obligations Related to SCOPE

(a) CONTRACTOR will provide GOODS and SERVICES necessary to meet the requirements of
COMPANY’s site contingency plans for SPILLS or DISCHARGES. CONTRACTOR is responsible for
providing all personal protective equipment necessary to perform SCOPE.

(b) EMERGENCY RESPONSE MODE activities CONTRACTOR may be required to perform under the
CONTRACT may include:
(i) coordination of resource mobilisation;
(ii) containment, neutralisation, decontamination, recovery, and clean-up;
(iii) site assessment, including air monitoring as instructed by COMPANY, and restoration;
(iv) repackaging or removal of materials;
(v) transportation, storage, treatment, or disposal of wastes; and
(vi) engineering or technical services, including sampling, analysis, design, engineering,
construction, or related services.

(c) STANDYBY MODE activities that CONTRACTOR may be required to perform under the CONTRACT
may include:
(i) design, engineering, or fabrication of equipment to be deployed in response to a SPILL or
DISCHARGE
(ii) environmental or other consultancy services, or inspection services;
(iii) preparedness evaluation or participation in readiness tests or drills;
(iv) preventive and routine maintenance of equipment;
(v) standby of CONTRACTOR PERSONNEL and equipment in anticipation of immediate need;
and
(vi) after action reviews, or other site safety services, as requested by COMPANY.

(d) If CONTRACTOR does not already possess an OSRO classification and certification, then
CONTRACTOR agrees to obtain them within [**XX] days of entering into the CONTRACT.
(i) CONTRACTOR must maintain its OSRO classification and certification throughout the
duration of the CONTRACT.
(ii) At the end of each year, beginning in the year the CONTRACT is entered into by the parties,
CONTRACTOR will provide COMPANY evidence of its OSRO classification and of equipment
deployment exercises.

(e) CONTRACTOR will maintain and, at COMPANY’s request, provide COMPANY with all records and
documentation in respect of CONTRACTOR PERSONNEL and CONTRACTOR EQUIPMENT,
equipment deployed, containment, removal, storage, or actions related to substances and
HAZARDOUS SUBSTANCES in the event of a SPILL or DISCHARGE.

(f) CONTRACTOR will maintain a telephone service at which it can be contacted by COMPANY GROUP
at all times, including holidays and weekends. At each location where SCOPE will be performed,
CONTRACTOR will provide COMPANY three telephone numbers for communication and will
designate a contact PERSON.

(g) When COMPANY notifies CONTRACTOR of a SPILL or DISCHARGE, CONTRACTOR will immediately
notify COMPANY of CONTRACTOR’s ability to provide immediate response. In accordance with 40
CFR 112, CONTRACTOR will maintain a maximum one-hour response time where CONTRACTOR is
identified as the primary response provider.

(h) Upon COMPANY’s request, CONTRACTOR will participate in training and drill exercises in
connection with SCOPE.
11.2 Additional COMPANY Obligations Related to SCOPE

(a) COMPANY will deliver to CONTRACTOR a copy its site contingency plans for the locations where
SCOPE will be performed. CONTRACTOR will request from COMPANY other information necessary
for the performance of SCOPE as needed.

(b) In the event of a SPILL or DISCHARGE, COMPANY will immediately notify CONTRACTOR and will
provide the relevant details to CONTRACTOR, including any special hazards known to COMPANY
that are related to performance of SCOPE. Before or after providing notice to CONTRACTOR,
COMPANY may, in its discretion and at its own cost, take measures it considers necessary to
preserve or protect human health or safety or the environment.

(c) COMPANY will be responsible for response coordination and instructions in the event of a SPILL or
DISCHARGE. COMPANY will communicate instructions and relevant information to CONTRACTOR.
11.3 Additional HSSE Requirements

(a) The parties will provide relevant health and safety information to individuals who handle, use, or
may be exposed to chemical substances.

(b) CONTRACTOR will have an MSDS available at the WORKSITE for each chemical substance it
provides to COMPANY or utilizes on the WORKSITE to perform SCOPE. If CONTRACTOR ships
chemical substances to COMPANY, it will provide the most current MSDS related to those
substances to COMPANY’s representative at the location where the substances were shipped.

(c) Prior to performing any SCOPE, CONTRACTOR will examine the location where SCOPE is to be
performed to assess potential difficulties or hazards in performing SCOPE, whether arising from
the location, premises conditions, proximity to other facilities, equipment, or other structures.
CONTRACTOR will provide COMPANY a copy of its assessment upon COMPANY’s request.
11.4 Professional Liability and Additional Insurance
In addition to other insurance requirements in the CONTRACT, if the SERVICES to be performed by
CONTRACTOR include medical assistance, then CONTRACTOR will arrange professional indemnity
insurance or medical malpractice insurance, with a limit of not less than USD $1,000,000 per
occurrence or any higher amount required by APPLICABLE LAW.
11.5 Offshore Response Requirements
[**Drafting Note: This provision only applies when CONTRACTOR may provide emergency
response or environmental services at any offshore location. If offshore services are not involved,
delete this clause.]

(a) COMPANY will INDEMNIFY CONTRACTOR GROUP for LIABILITIES relating to the costs of recovery
of property, including any resulting debris, provided by CONTRACTOR GROUP if it is lost
overboard during transportation, lifting, or handling on behalf of COMPANY. This indemnity will
not apply if the loss was caused by any negligence or breach of duty by CONTRACTOR GROUP.
(i) Costs under this sub-article for which CONTRACTOR may be INDEMNIFIED include heavy
lifting, uncovering and removal of the property and, where applicable, work at or below the
water line, diving support, and transportation to and from the agreed onshore base,
together with all costs of a similar nature. Liability for property and debris removal will
include all direct and indirect costs incurred to comply with APPLICABLE LAWS.
(ii) If a claim under this sub-article arises as a consequence of the negligence or breach of duty,
whether statutory or otherwise, of CONTRACTOR GROUP, COMPANY may elect to perform
the recovery or may be required to do so to comply with its statutory obligations. In that
case, CONTRACTOR agrees to reimburse COMPANY for all costs incurred by COMPANY to
retrieve the property lost overboard.

(b) Where CONTRACTOR performs SERVICES at any offshore location, COMPANY’s obligations under
the CONTRACT to INDEMNIFY CONTRACTOR for damage to or loss of property, or for pollution or
contamination emanating from the well or reservoir or from property of COMPANY GROUP, will
be limited to property or pollution within a 500-metre radius from the offshore location.

12 LIMITATION OF LIABILITY AND EXCLUSIONS

(a) CONTRACTOR’s liability for damages claims by COMPANY for breach of the CONTRACT or for
negligence will not exceed an amount equal to [**two times] the CONTRACT PRICE, being for this
purpose is the amount payable by COMPANY assuming complete performance of the CONTRACT.

(b) CONTRACTOR’s liability will not be limited by this Article for any LIABILITIES arising in connection
with CONTRACTOR’s obligations in the following areas and these amounts will not be counted in
assessing whether the limitation has been reached:
(i) CONTRACTOR's responsibilities to pay its TAXES, including, if applicable, any obligation to
INDEMNIFY COMPANY GROUP for such TAXES, provided in Article 2 of Section IIIB;
(ii) CONTRACTOR's responsibilities to remedy defects in title and LIENS, provided in Article 3 of
Section IIIB;
(iii) amounts payable by CONTRACTOR to COMPANY for termination provided in Article 5 of
Section IIIB;
(iv) allocated LIABILITIES for people, property, pollution, own CONSEQUENTIAL LOSSES, punitive
LIABILITIES, fines, and penalties, or LIABILITIES to third parties provided in Article 7 of
Section IIIB;
(v) insurances provided in Article 8 of Section IIIB, and the INSURANCE REQUIREMENTS
SECTION;
(vi) APPLICABLE LAWS, Shell General Business Principles, ANTI-BRIBERY LAWS, PERSONAL DATA
laws, and HSSE STANDARDS (Article 9 of Section IIIB);
(vii) CONFIDENTIAL INFORMATION provided in Article 10 of Section IIIB;
(viii) IP RIGHTS of COMPANY and third parties provided in Article 11 of Section IIIB;
(ix) amounts payable to COMPANY as a result of audit findings in Article 12 of Section IIIB; or
(x) any LIQUIDATED DAMAGES.
(c) CONTRACTOR’s liability limitation will not be reduced by the price or value of SCOPE performed
during the course of the CONTRACT. CONTRACTOR’s liability limitation under this Article will in no
event limit CONTRACTOR’s obligation to perform the SCOPE in accordance with the CONTRACT.

(d) CONTRACTOR’s liability will not be limited by this Article in respect of:
(i) a deliberate refusal to provide SCOPE to COMPANY in breach of the CONTRACT in favour of
other commercial opportunities;
(ii) claims based on WILFUL MISCONDUCT of any member of CONTRACTOR GROUP;
(iii) claims based on GROSS NEGLIGENCE of any member of CONTRACTOR GROUP’s managerial
or senior supervisory personnel;
(iv) illegal or unlawful acts; or
(v) any liability that cannot be excluded or limited under APPLICABLE LAWS.

(e) The limitations or exclusions in this Article will exclude or limit such liability not only in contract
but also in tort, including negligence or otherwise at law.
SECTION IIIB – GENERAL TERMS AND CONDITIONS

1 PERFORMANCE

(a) CONTRACTOR will participate in business performance reviews to discuss HSSE performance,
CONTRACTOR's financial condition and other key performance indicators (KPIs).

(b) The frequency of business performance reviews will be established by the SCOPE DESCRIPTION or,
alternatively, by COMPANY's representative.

2 TAXES
2.1 CONTRACTOR TAXES
CONTRACTOR will be responsible for payment of all TAXES, and any interest, fines, or penalties
for which CONTRACTOR GROUP is liable for: (a) income, capital gains, and wages; and (b) import
or export of CONTRACTOR EQUIPMENT, or the movement of CONTRACTOR PERSONNEL.
2.2 INDIRECT TAXES
If INDIRECT TAXES apply, CONTRACTOR will add them to the invoice as a separate item, and
COMPANY will pay them in addition to the CONTRACT PRICE.
2.3 Withholding

(a) Where required under APPLICABLE LAWS, COMPANY will withhold, or deduct and pay over to
relevant AUTHORITIEs, TAXES from amounts payable to CONTRACTOR. CONTRACTOR
acknowledges that any sum withheld or deducted will, for the purpose of the CONTRACT, be
deemed to have been paid to CONTRACTOR and that the sum is a corresponding discharge of
COMPANY´s liability to CONTRACTOR under the CONTRACT.

(b) Where COMPANY makes a withholding or deduction as required by APPLICABLE LAWS, COMPANY
will provide CONTRACTOR with credit notes upon receipt from the Federal Inland Revenue Service
(“FIRS”) or appropriate tax authority.

(c) If CONTRACTOR holds a valid exemption certificate, it will provide copies or further information to
substantiate an entitlement to avoid the withholding, which COMPANY may then rely on to apply
the exemption.

3 LIENS

(a) CONTRACTOR warrants good and clear title to SCOPE supplied.

(b) CONTRACTOR will not permit CONTRACTOR GROUP to place any LIENS or claim any LIENS.

(c) CONTRACTOR will immediately notify COMPANY and promptly remove any LIENS by
CONTRACTOR GROUP.

4 SUSPENSION
(a) COMPANY may suspend the CONTRACT or part of SCOPE for cause by written notice with
immediate effect pending COMPANY’s decision on termination where COMPANY concludes it has
grounds to terminate the CONTRACT for cause. Where suspending for cause, CONTRACTOR will
not be entitled to any VARIATION or other compensation.

(b) COMPANY may suspend the CONTRACT or part of SCOPE for convenience at its own discretion
with seven days’ prior written notice. CONTRACTOR may seek a VARIATION if actions required by
suspension impact the schedule or timing of SCOPE.

(c) COMPANY may at any time withdraw by written notice all or part of a suspension, and
CONTRACTOR will resume performance.

5 TERMINATION
5.1 Termination by COMPANY for cause

(a) COMPANY may terminate the CONTRACT or part of SCOPE for cause by written notice with
immediate effect if:
(i) in connection with performance of the CONTRACT, CONTRACTOR GROUP breaches its own
Business Principles, or if it has no equivalent principles, then Shell's Business Principles;
(ii) CONTRACTOR GROUP violates ANTI-BRIBERY LAWS, applicable competition laws, TRADE
CONTROL LAWS, other APPLICABLE LAWS, or HSSE STANDARDS or causes COMPANY to be
in violation of those laws or HSSE STANDARDS;
(iii) CONTRACTOR GROUP becomes a RESTRICTED PARTY; or
(iv) CONTRACTOR is subject to an INSOLVENCY EVENT.

(b) COMPANY may terminate the CONTRACT or part of SCOPE for cause where COMPANY determines
CONTRACTOR materially breached a term or condition of the CONTRACT other than those set out
in the preceding paragraph. COMPANY will first provide written notice which may require
CONTRACTOR to remedy the breach, or COMPANY may terminate the CONTRACT if COMPANY
determines the breach is not capable of timely remedy, or it is not subsequently remedied.
1.15.2Termination by COMPANY for convenience

(b)(a) COMPANY may terminate the CONTRACT or part of SCOPE for convenience at its own discretion
with 30 days’ prior written notice.
5.25.3Termination by CONTRACTOR for cause

(a) CONTRACTOR may terminate the CONTRACT if COMPANY fails to pay an undisputed amount to
CONTRACTOR that is properly presented, due, and payable for more than 60 days and exceeds
5% of the CONTRACT PRICE, assuming complete performance of the CONTRACT, subject to:
(i) CONTRACTOR giving COMPANY with prior written notice specifying the unpaid amount
which is due and payable for more than 60 days and requiring it to be paid within a further
period of 45 days of such notice; and
(i)(ii) COMPANY failure to cure or provide proper grounds for non-payment during the notice
period.

(b) CONTRACTOR's termination rights do not apply to non-payment in the case of COMPANY's valid
exercise of set off rights.
5.35.4CONTRACTOR Obligations on Termination
On any termination, CONTRACTOR will promptly cease performance, give access to SCOPE in
progress, avoid unreasonable interference with others, and take reasonable steps to allow
COMPANY to complete SCOPE, including turning over all documentation for SCOPE and
SOFTWARE which was to be supplied in connection with the CONTRACT.
5.45.5Compensation in the Event of Termination

(a) If COMPANY terminates the CONTRACT or part of SCOPE for cause, COMPANY will determine and
pay (subject to valid set offs) the amounts owed to CONTRACTOR for SCOPE properly performed
in accordance with the CONTRACT prior to termination.

(b) If COMPANY terminates the whole of the CONTRACT for convenience or CONTRACTOR validly
terminates for non-payment, COMPANY will also pay reasonable, unavoidable, and auditable
demobilisation costs that COMPANY has specifically agreed elsewhere in the CONTRACT to pay on
termination for convenience by COMPANY.
5.55.6Exclusive Reasons for Termination
The parties waive any right to terminate, rescind, or otherwise end the CONTRACT on grounds
other than those set out in the CONTRACT.

6 LIQUIDATED DAMAGES
Any LIQUIDATED DAMAGES set out in the CONTRACT are genuine pre-estimates of the losses that
may be sustained by failure of performance. COMPANY may claim demonstrated general
damages in any case where LIQUIDATED DAMAGES are unenforceable.

7 LIABILITIES AND INDEMNITIES


1.17.1CONTRACTOR GROUP People and Property
CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES in respect of death, injury, or
disease of any person in CONTRACTOR GROUP; and damage to or loss of property owned by
CONTRACTOR GROUP and COMPANY PROVIDED ITEMS while in CONTRACTOR GROUP’s care,
custody, or control.
7.17.2COMPANY GROUP People and Property
COMPANY will INDEMNIFY CONTRACTOR GROUP for LIABILITIES in respect of death, injury, or
disease of any person in COMPANY GROUP; and damage to or loss of property owned by
COMPANY GROUP (except for COMPANY PROVIDED ITEMS while in CONTRACTOR GROUP’s care,
custody, or control).
7.27.3LIABILITIES for Pollution
(a) CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES related to pollution or
contamination emanating from premises of and property owned or leased by CONTRACTOR
GROUP, including CONTRACTOR EQUIPMENT; and COMPANY PROVIDED ITEMS while in
CONTRACTOR GROUP’s care, custody, or control.

(a)(b) COMPANY will INDEMNIFY CONTRACTOR GROUP for LIABILITIES related to pollution or
contamination emanating from property owned by COMPANY GROUP (except for COMPANY
PROVIDED ITEMS while in CONTRACTOR GROUP’s care, custody, or control) and COMPANY
GROUP’s well or reservoir.
7.37.4Indemnity for Own CONSEQUENTIAL LOSS

(a) COMPANY will INDEMNIFY CONTRACTOR GROUP for LIABILITIES for COMPANY GROUP’s own
CONSEQUENTIAL LOSS.

(a)(b) CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES for CONTRACTOR GROUP’s own
CONSEQUENTIAL LOSS.

(b)(c) A party’s own CONSEQUENTIAL LOSS does not include LIABILITIES to third parties or LIQUIDATED
DAMAGES, where applicable.
7.47.5Applicability of Obligations to INDEMNIFY in Case of Negligence, GROSS NEGLIGENCE, WILFUL
MISCONDUCT, or other Circumstances

(a) The requirements in the preceding four sub-articles of this Article, for a party to INDEMNIFY for
LIABILITIES for people, property, pollution, or CONSEQUENTIAL LOSS apply:
(i) to the maximum extent permitted by APPLICABLE LAWS;
(i)(ii) regardless of the cause of the LIABILITIES; and
(ii)(iii) regardless of the negligence, breach of statutory or other duty, or other fault of the
indemnified party.

(b) The requirements in the preceding four sub-articles of this Article, for a party to INDEMNIFY for
LIABILITIES for people, property, pollution, or CONSEQUENTIAL LOSS do not apply to:
(i) LIABILITIES that did not arise in connection with the CONTRACT or that are unrelated to the
SCOPE of the CONTRACT;
(i)(ii) LIABILITIES caused by GROSS NEGLIGENCE of managerial or senior supervisory personnel or
WILFUL MISCONDUCT of (A) any PERSON in CONTRACTOR GROUP where a PERSON in
CONTRACTOR GROUP claims INDEMNIFICATION or (B) any PERSON in COMPANY GROUP
where a PERSON in COMPANY GROUP claims INDEMNIFICATION; or
(ii)(iii) fines, punitive or exemplary damages, or penalties payable to any governmental or non-
governmental third party by (A) any PERSON in CONTRACTOR GROUP where a PERSON in
CONTRACTOR GROUP claims INDEMNIFICATION or (B) any PERSON in COMPANY GROUP
where a PERSON in COMPANY GROUP claims INDEMNIFICATION.
(c) The requirements in the preceding four sub-articles of this Article to INDEMNIFY for LIABILITIES
for people, property, pollution, or CONSEQUENTIAL LOSS, do not apply to LIABILITIES arising from
disclosure of CONFIDENTIAL INFORMATION and LIABILITIES related to IP RIGHTS.
7.57.6LIABILITIES to Third Parties

(a) Except to the extent other indemnity provisions in this CONTRACT apply:
(i) CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES to third parties in
proportion to the negligence or other fault of CONTRACTOR GROUP; and
(i)(ii) COMPANY will INDEMNIFY CONTRACTOR GROUP for LIABILITIES to third parties in
proportion to the negligence or other fault of COMPANY GROUP.

(b) For the purpose of this Article, “third party” means any party that is not a PERSON in COMPANY
GROUP or CONTRACTOR GROUP.
7.67.7Mutual Waiver and Indemnity

(a) This mutual waiver and indemnity provision applies:


(i) in the event COMPANY GROUP has any agreement at the relevant time with any OTHER
CONTRACTOR that may be relevant to SCOPE or is performed at a WORKSITE where
CONTRACTOR GROUP is present performing SCOPE; and
(i)(ii) to the extent the agreement includes a similar obligation as that provided in this sub-article
requiring an OTHER CONTRACTOR to directly or indirectly INDEMNIFY CONTRACTOR
GROUP.

(b) If this mutual waiver and indemnity provision applies, CONTRACTOR will INDEMNIFY OTHER
CONTRACTOR GROUPS for LIABILITIES related to the CONTRACT in respect of:
(i) death, injury, or disease of any person in CONTRACTOR GROUP;
(i)(ii) damage to or loss of property owned by CONTRACTOR GROUP; and
(ii)(iii) CONSEQUENTIAL LOSS of CONTRACTOR GROUP.

(c) CONTRACTOR will ensure that its insurers will waive any rights of recourse and subrogation rights
against OTHER CONTRACTOR GROUPS in respect of the indemnities given herein.

(d) The indemnities given by CONTRACTOR to OTHER CONTRACTOR GROUPS in this mutual waiver
and indemnity provision are intended to be enforceable by those OTHER CONTRACTOR GROUPS
that have included a similar obligation as that provided in this sub-article requiring an OTHER
CONTRACTOR to directly or indirectly INDEMNIFY CONTRACTOR GROUP. If APPLICABLE LAWS do
not allow OTHER CONTRACTOR GROUPS to enforce any of these indemnities, COMPANY is
entitled to enforce the indemnities against CONTRACTOR on OTHER CONTRACTOR’s behalf.

8 INSURANCE
1.18.1Requirements
(a) Prior to commencement of performance, CONTRACTOR will arrange at its own expense at least
the types and limits of insurance specified in the INSURANCE REQUIREMENTS, which are required
to be in effect throughout the duration of the CONTRACT.

(b) COMPANY may require CONTRACTOR to provide certificates of insurance, evidence of policy
exclusions and endorsements acceptable to COMPANY, or other proof of insurance. COMPANY
GROUP reviewing or accepting any certificate, insurer, or terms or limits of insurance proposed by
CONTRACTOR GROUP, will not relieve CONTRACTOR GROUP of any obligations or LIABILITIES.
8.2 Excess Insurance
All insurance limits included in the INSURANCE REQUIREMENTS may be fulfilled through any
combination of primary and excess (umbrella) insurance obtained in accordance with this Article.
8.3 Additional Insured
Except for Employer’s Liability or Worker’s Compensation Insurance, CONTRACTOR, will to the
maximum extent permitted by APPLICABLE LAWS, include COMPANY GROUP as an additional
insured on all insurance policies applicable to performance of the CONTRACT, but only to the
extent of CONTRACTOR’s obligations to INDEMNIFY COMPANY GROUP under the CONTRACT.
8.4 Subrogation Waiver
All insurance policies applicable to performance of the CONTRACT will, to the maximum extent
permitted by APPLICABLE LAWS, be endorsed to provide that underwriters waive any rights of
recourse, including subrogation rights, against COMPANY GROUP, but only to the extent
CONTRACTOR is obligated to INDEMNIFY COMPANY GROUP under the CONTRACT.
8.5 Deductibles and Precedence
CONTRACTOR is responsible for paying all deductibles on the insurances stipulated in the
INSURANCE REQUIREMENTS and all insurance is primary in relation to insurance COMPANY
GROUP may have in place.

9 COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS


1.19.1APPLICABLE LAWS

(a) CONTRACTOR will comply with APPLICABLE LAWS in the performance of the CONTRACT and will
notify COMPANY of any material breaches.
9.2 Business Principles

(a) CONTRACTOR acknowledges that it has actual knowledge of:


(i) the Shell General Business Principles, available at www.shell.com/sgbp, and the Shell
Supplier Principles, available at www.shell.com/suppliers;
(ii) the Shell Code of Conduct, available at http://www.shell.com/codeofconduct; and
(iii) the Shell Global Helpline, available at http://www.shell.com/globalhelpline.

(b) CONTRACTOR agrees that CONTRACTOR GROUP will adhere to and notify of violations of the
principles contained in the Shell General Business Principles and Shell Supplier Principles (or
where CONTRACTOR has adopted equivalent principles, to those equivalent principles) in all its
dealings with or on behalf of COMPANY in connection with this CONTRACT and related matters.

(c) If CONTRACTOR GROUP supplies staff that work on behalf of COMPANY or represent COMPANY,
CONTRACTOR commits that the staff will behave in a manner that is consistent with the Shell
Code of Conduct.
9.3 Anti-Bribery and Corruption

(a) CONTRACTOR represents that, in connection with this CONTRACT and related matters:
(i) it is knowledgeable about ANTI-BRIBERY LAWS applicable to the performance of the
CONTRACT, including the Corrupt Practices and Other Related Offences Act, Laws of the
Federation of Nigeria 2004; Criminal Code Act Cap. 38, Laws of the Federation of Nigeria
2004; the Penal Code (Northern States) Federal Provisions Act Cap.P3, Laws of the
Federation of Nigeria, 2004; the Economic and Financial Crimes Commission
(Establishment) Act Cap. E.1, Laws of the Federation of Nigeria, 2004, (all as amended from
time to time), and will comply with all such laws; and
(ii) CONTRACTOR GROUP has not made, offered, authorised, or accepted, and will not make,
offer, authorise, or accept, any payment, gift, promise, or other advantage, whether
directly or through any other PERSON, to or for the use or benefit of any GOVERNMENT
OFFICIAL or any other PERSON where that payment, gift, promise, or other advantage
would: (A) comprise a facilitation payment; or (B) violate the relevant ANTI-BRIBERY LAWS.

(b) CONTRACTOR will immediately notify COMPANY if CONTRACTOR receives or becomes aware of
any request from a GOVERNMENT OFFICIAL or any other PERSON that is prohibited by the
preceding paragraph.

(c) CONTRACTOR will maintain adequate internal controls and procedures to ensure compliance with
ANTI-BRIBERY LAWS, including the ability to demonstrate compliance through adequate and
accurate recording of transactions in its BOOKS AND RECORDS.

(d) COMPANY will have the right to confirm compliance with ANTI-BRIBERY LAWS and record keeping
by audit. CONTRACTOR will keep BOOKS AND RECORDS available for audit while the CONTRACT is
in effect and thereafter for ten years following termination of the CONTRACT.

(e) CONTRACTOR will conduct due diligence on CONTRACTOR GROUP's ability to comply with ANTI-
BRIBERY LAWS proportionate to the identified risk which CONTRACTOR will establish by reference
to the then current Corruption Perception Index, as published by Transparency International.

(f) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES arising out of CONTRACTOR
GROUP’s breach of ANTI-BRIBERY LAWS or any related undertakings under this Article.
9.4 Export and Trade Controls

(a) CONTRACTOR will comply with, all applicable TRADE CONTROL LAWS and provide COMPANY with
necessary data to comply TRADE CONTROL LAWS.

(b) CONTRACTOR will ensure that, except with the prior written consent of COMPANY: (i) COMPANY
PROVIDED ITEMS are not exported, provided, or made available to any RESTRICTED JURISDICTION
or RESTRICTED PARTIES; (ii) CONTRACTOR PERSONNEL with access to COMPANY GROUP’s
technical information, information technology resources (including COMPANY GROUP’s
infrastructure), or COMPANY GROUP WORKSITES, are not RESTRICTED PARTIES or nationals of a
RESTRICTED JURISDICTION; and (iii) CONTRACTOR will not utilise SUBCONTRACTORS that are
RESTRICTED PARTIES.
9.5 PERSONAL DATA Protection

(a) CONTRACTOR will, and will ensure that CONTRACTOR GROUP will, implement all appropriate
security measures to protect PERSONAL DATA against accidental, unlawful, or unauthorized (i)
destruction (ii) loss, (iii) alteration, (iv) disclosure, or (v) access (including remote access).
CONTRACTOR will, and will ensure that CONTRACTOR GROUP will, protect PERSONAL DATA
against all other forms of unlawful processing, including unnecessary collection, transfer, or
processing, beyond what is strictly necessary for the performance of SCOPE.

(b) Prior to any transfer of PERSONAL DATA by CONTRACTOR, CONTRACTOR will impose all
obligations on CONTRACTOR GROUP as required by the CONTRACT and APPLICABLE LAWS.

(c) Where COMPANY GROUP PERSONAL DATA is transferred or gathered from the European
Economic Area and CONTRACTOR is located in a country that has not been deemed to provide an
adequate level of protection for personal data within the meaning of Regulation (EU) 2016/679 of
the European Commission, CONTRACTOR will either: (i) enter into standard contractual clauses
with COMPANY as adopted or approved by the European Commission in line with Regulation (EU)
2016/679; or (ii) confirm that it has fully implemented binding corporate rules that provide
adequate safeguards as required by Regulation (EU) 2016/679, or has a similar program that is
recognised as providing an adequate level of protection in accordance with Regulation (EU)
2016/679.

(d) CONTRACTOR will inform COMPANY through the Shell Global Helpline at
https://shell.alertline.eu/gcs/welcome, within 72 hours, if it detects or reasonably suspects that
an accidental, unlawful, or unauthorized (i) destruction (ii) loss, (iii) alteration, (iv) disclosure, or
(v) access (including remote access) of COMPANY GROUP PERSONAL DATA has occurred.
9.6 Health, Safety, Security, and Environment (“HSSE”)

(a) In performing SCOPE at COMPANY GROUP WORKSITES, or other location if specified in the HSSE
STANDARDS, CONTRACTOR will, and will ensure that CONTRACTOR GROUP will, at all times:
(i) pursue Shell’s HSSE principle of Goal Zero;
(i)(ii) comply with Shell’s “Life Saving Rules”, available at http://www.shell.com/lifesavingrules;
and
(ii)(iii) comply with other applicable HSSE STANDARDS.

(b) COMPANY may require CONTRACTOR to remove, at no additional cost to COMPANY, any
CONTRACTOR PERSONNEL from any COMPANY GROUP WORKSITE or from the performance of
SCOPE, for violation, in the opinion of COMPANY, of HSSE STANDARDS.

(c) CONTRACTOR is responsible for the adequacy, stability, and safety of all its operations and
methods necessary for the performance of SCOPE at all WORKSITES, or other location if specified
in the HSSE STANDARDS. CONTRACTOR is solely responsible for determining the nature and scope
of HSSE risks associated with the performance of SCOPE and for managing those risks.
9.7 Local Content and Opportunity

(a) CONTRACTOR will abide by and comply, and cause its SUBCONTRACTORS to comply, with all
APPLICABLE LAWS on Nigerian content, which is defined in the Nigerian Oil & Gas Industry
Content Development Act to mean “the quantum of composite value added to or created in the
Nigerian economy by a systematic development of capacity and capabilities through the
deliberate utilisation of Nigerian human, material resources, and services in the Nigerian oil and
gas industry”. CONTRACTOR will also maximise Nigerian Content in performance of SCOPE.

(b) CONTRACTOR will promote the sustainable development of Nigerian businesses as suppliers and
service providers, establish training programs when specified by COMPANY, as well as utilise, as
much as possible, goods and services procured from Nigerian markets.

(c) Any contravention of the Nigerian Oil and Gas Industry Content Development Act or failure by
CONTRACTOR to comply with its Nigerian content obligations as outlined in the CONTRACT, will
entitle COMPANY to terminate the CONTRACT. CONTRACTOR will include the provisions of this
Article in all its SUBCONTRACTS.
[**Drafting Note: The following sub-article on worker welfare will apply to the following categories:
• Engineering & Maintenance Services
• Real Estate (Corporate)
For all other categories, you may delete the following sub-article on worker welfare.]
9.8 WORKER WELFARE PLAN

(a) For the purpose of this sub-article, “WORKER WELFARE PLAN” means a plan prepared by
CONTRACTOR which fully incorporates the COMPANY’s Worker Welfare elements and which will
identify worker welfare risks and detailed activities to mitigate such risks, including identifying
actions, responsible parties and target dates. CONTRACTOR confirms that it has received a copy,
or otherwise taken note, of COMPANY’S Worker Welfare elements.

(b) CONTRACTOR will provide a WORKER WELFARE PLAN to the COMPANY for review prior to
deployment of CONTRACTOR PERSONNEL for the performance of SCOPE. CONTRACTOR will revise
the WORKER WELFARE PLAN as and when required, including for any SCOPE not covered by the
original WORKER WELFARE PLAN. If at any time, COMPANY reasonably determines that the
WORKER WELFARE PLAN is inadequate, CONTRACTOR will revise the WORKER WELFARE PLAN
accordingly. The CONTRACTOR will provide all revisions to the WORKER WELFARE PLAN to
COMPANY for review.

(c) CONTRACTOR is solely responsible for implementing the WORKER WELFARE PLAN and
CONTRACTOR will, and will cause CONTRACTOR GROUP to, comply with the WORKER WELFARE
PLAN, including subsequent revisions.

(d) CONTRACTOR will assign a Worker Welfare focal point to support the implementation of the
WORKER WELFARE PLAN.
10 CONFIDENTIALITY
10.1 Obligations in Connection with CONFIDENTIAL INFORMATION

(a) CONTRACTOR will, and will ensure that CONTRACTOR GROUP will, not disclose or permit a
disclosure to a third party of COMPANY GROUP’s CONFIDENTIAL INFORMATION without the prior
written consent of COMPANY and will use COMPANY GROUP's CONFIDENTIAL INFORMATION only
in connection with performance of the CONTRACT.

(a)(b) Information that CONTRACTOR can prove at disclosure is public knowledge, in the possession of
CONTRACTOR without binder of secrecy, or developed independently of COMPANY’s
CONFIDENTIAL INFORMATION is not CONFIDENTIAL INFORMATION. Restrictions on disclosure of
COMPANY’s CONFIDENTIAL INFORMATION will cease if CONTRACTOR can prove that the
information has become part of the public knowledge through no fault of CONTRACTOR GROUP
or is subsequently disclosed to CONTRACTOR without an obligation of confidentiality by a third
party who has the legal right to do so.

(a)(c) On COMPANY’s request, CONTRACTOR will return promptly any CONFIDENTIAL INFORMATION
and delete it from electronic storage, and delete or destroy all extracts or analyses that reflect any
CONFIDENTIAL INFORMATION.
10.2 CONTRACTOR Information
Except where the obligation is expressly stated elsewhere in the CONTRACT or through a separate
agreement, COMPANY GROUP will not have an obligation of non-disclosure or non-use regarding
information provided by CONTRACTOR GROUP.
10.3 External Communications
CONTRACTOR must obtain written approval from COMPANY before proceeding with any external
communications in connection with the CONTRACT, disclosure of business relationships, or use of
COMPANY’s trademarks.

11 INTELLECTUAL PROPERTY
1.111.1 COMPANY’s IP RIGHTS

(a) Except for IP RIGHTS vested with CONTRACTOR as provided below, all ownership rights, title, and
interest in and to SCOPE and WORK PRODUCT, including IP RIGHTS, will vest with and be assigned
to COMPANY or its nominee promptly upon creation or generation. This CONTRACT does not
grant CONTRACTOR GROUP any rights, title, or interest in or to COMPANY GROUP’s IP RIGHTS,
other than those set out in the CONTRACT.

(a)(b) CONTRACTOR, warranting that it is entitled to do so, grants to COMPANY GROUP the irrevocable,
non-exclusive, perpetual, worldwide, royalty-free right and licence, with the right to grant sub-
licences, to possess, use and modify any of CONTRACTOR’s IP RIGHTS embodied in SCOPE and
WORK PRODUCT to the extent necessary to allow COMPANY GROUP to possess, use, exploit, and
modify SCOPE and WORK PRODUCT, including the right to import, export, operate, sell, maintain,
and repair SCOPE. CONTRACTOR warrants that any possession or use of SCOPE or of
CONTRACTOR’s IP RIGHTS will not infringe the IP RIGHTS of any third party.
11.2 IP RIGHTS derived from COMPANY’s IP RIGHTS

(a) IP RIGHTS created by modifications, amendments, enhancements, or improvements (including


tailor-made to the specifications of COMPANY) to COMPANY GROUP’s IP RIGHTS, or made using
COMPANY GROUP’s CONFIDENTIAL INFORMATION:
(i) will vest with COMPANY or its nominee when created; and
(ii) are assigned, along with all rights, title, and interest in those IP RIGHTS by CONTRACTOR to
COMPANY or assignee.

(b) CONTRACTOR irrevocably waives, and will cause CONTRACTOR GROUP to irrevocably waive, any
related moral or similar, non-transferable rights that any PERSONS in CONTRACTOR GROUP may
have.

(c) CONTRACTOR will execute, and will cause CONTRACTOR GROUP to execute documents, and take
all other steps as may reasonably be necessary to document the ownership of COMPANY or its
nominee in the IP RIGHTS to allow COMPANY to secure, protect, and enforce those rights for the
benefit and full use of COMPANY GROUP.
11.3 CONTRACTOR’s IP RIGHTS

(a) COMPANY’s ownership rights in SCOPE under this article will not extend to CONTRACTOR
GROUP’s IP RIGHTS that:
(i) pre-existed the performance under the CONTRACT;
(ii) are developed independently from performance of the CONTRACT; or
(iii) are used by CONTRACTOR in connection with or to perform the CONTRACT, but are not
based on or arising out of COMPANY GROUP’s IP RIGHTS or CONFIDENTIAL INFORMATION.

(b) CONTRACTOR warrants that any WORK PRODUCT related to the CONTRACT will be the original
work of CONTRACTOR GROUP. CONTRACTOR warrants that the possession, use, or distribution by
COMPANY GROUP and their customers or nominees of WORK PRODUCT or of any other materials
made available to COMPANY by CONTRACTOR GROUP in connection with SCOPE, will not infringe
or misappropriate the IP RIGHTS of any third party.
11.4 Safekeeping
CONTRACTOR will hold all original documents comprising WORK PRODUCT in safekeeping and will
maintain BOOKS AND RECORDS evidencing the process of independent creation. At COMPANY’s
request, CONTRACTOR will deliver to COMPANY any WORK PRODUCT related to SCOPE designed
for COMPANY.
11.5 Indemnity

(a) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees, transferees, and sub-licensees
permitted by this CONTRACT for any LIABILITIES resulting from any claim that the ownership
possession or use of any SCOPE or WORK PRODUCT infringes or misappropriates the IP RIGHTS of
any third party.
(a)(b) CONTRACTOR will not, without the prior written consent of COMPANY, settle or compromise any
infringement claim if the settlement or compromise obligates COMPANY GROUP to part with any
property, assume any obligation (including the payment of money), grant any licence or other
rights, or be subject to any injunction by reason of the settlement or compromise.
11.6 Substitution on Infringement
Where items, designs, processes, methods, information, SCOPE, WORK PRODUCT specified or
delivered by CONTRACTOR and used or proposed to be used by COMPANY GROUP or its
nominees, are held to constitute infringement or misappropriation of a third party’s IP RIGHTS
and their use is wholly or partially prevented, CONTRACTOR will promptly at its own expense
either procure the right to use the same or replace them with non-infringing items, designs,
processes, methods, information, materials, goods, or services of at least equivalent functionality.

12 FINANCIAL AND PERFORMANCE AUDIT

(a) COMPANY will have the right to audit: (i) invoiced charges and proper invoicing; (ii) other BOOKS
AND RECORDS; and (iii) the performance of any other of CONTRACTOR’s obligations under the
CONTRACT, where capable of being verified by audit.

(a)(b) Based on the findings of the audit, the parties will settle any amounts charged incorrectly within
45 days of any audit finding; and CONTRACTOR will provide or re-perform any SCOPE where the
requirement to do so is identified by any audit within 45 days of any audit finding.

(b)(c) CONTRACTOR will keep BOOKS AND RECORDS available for audit for the longer of the following
periods: (i) five years following termination of the CONTRACT or any longer period as required by
APPLICABLE LAWS; or (ii) two years after the period expires on any obligation of CONTRACTOR to
perform or re-perform any SCOPE.

(c)(d) If a longer period is specified in the CONTRACT for retention of relevant BOOKS AND RECORDS for
compliance with ANTI-BRIBERY LAWS, CONTRACTOR will comply with that requirement.

13 RELATIONSHIP OF PARTIES
13.1 Independent CONTRACTOR
CONTRACTOR is an independent contractor in all aspects of performance under the CONTRACT.
CONTRACTOR is responsible for the method and manner of performance to achieve the results
required by the CONTRACT.
13.2 No Business Relationship

(a) Neither the CONTRACT nor its performance creates a partnership, joint venture or fiduciary
relationship. No party is appointed as an agent of the other. The CONTRACT does not permit
CONTRACTOR to make any commitment on behalf of COMPANY GROUP.

(a)(b) CONTRACTOR and CONTRACTOR PERSONNEL are not to be considered employees of COMPANY
GROUP and are not eligible to participate in any of COMPANY GROUP’s employee benefit plans.
CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES related to claims for private
or governmental benefits by CONTRACTOR GROUP.
14 CONTRACTOR PERSONNEL AND SUBCONTRACTING
14.1 Responsibility

(a) CONTRACTOR is responsible for any SCOPE performed by and all activities, omissions, and
defaults of any SUBCONTRACTOR and all CONTRACTOR PERSONNEL as if they were the activities,
omissions, or defaults of CONTRACTOR.
14.2 Condition to SUBCONTRACT

(a) CONTRACTOR may not subcontract any part of its obligations under the CONTRACT except as
agreed in writing by COMPANY.
14.3 Formation and Content of SUBCONTRACTS; Further Requirements

(a) CONTRACTOR will ensure that SUBCONTRACTS are in all material respects consistent with the
terms and conditions of the CONTRACT.

15 ASSIGNMENT
An assignment or novation by a party of all or part of the CONTRACT requires the written consent
of the other party, except that COMPANY may assign and novate all or part of the CONTRACT to
an AFFILIATE without the consent of CONTRACTOR by giving written notice to CONTRACTOR.

16 FORCE MAJEURE

(a) COMPANY and CONTRACTOR are each excused from performance of the affected part of an
obligation of the CONTRACT while performance is prevented by a FORCE MAJEURE EVENT unless
the event was contributed to by the fault of the party or was due to circumstances that could
have been avoided or mitigated by the exercise of reasonable diligence.

(b) Only the following are FORCE MAJEURE EVENTS:


(i) riots, wars, blockades, or threats or acts of sabotage or terrorism;
(ii) earthquakes, floods, fires, named hurricanes or cyclones, tidal waves, tornadoes;
(iii) radioactive contamination, epidemics, maritime or aviation disasters;
(iv) strikes or labour disputes at a national or regional level or involving labour not forming part
of CONTRACTOR GROUP or COMPANY GROUP, which materially impair the ability of the
party claiming force majeure to perform the CONTRACT;
(v) government sanctions, embargoes, mandates, or laws that prevent performance;
(vi) except as expressly provided otherwise in the CONTRACT, inability of a party to timely
obtain licences, permits, or AUTHORITIES’ consent, required for performance; or
(vii) non-performance of a party’s SUBCONTRACTOR where the SUBCONTRACTOR has been or is
affected by one of the above FORCE MAJEURE EVENTS. However, performance will only be
excused under this sub-paragraph if the parties to the CONTRACT agree that substitute
performance by another SUBCONTRACTOR is impracticable under the circumstances.
(c) A party whose performance is delayed or prevented will: (i) notify the other party without delay;
and (ii) use all reasonable endeavours to mitigate the effects.

(d) COMPANY may terminate the CONTRACT or part of SCOPE if any FORCE MAJEURE EVENT results
in a delay that exceeds 90 consecutive or 180 cumulative days.

17 NOTICES
All notices or other communications under the CONTRACT must be in English and in writing, and:
(i) delivered by hand; (ii) sent by prepaid courier; (iii) sent by registered post; or (iv) sent by email
with confirmation receipt requested. Notices and communications are effective when actually
delivered at the address specified in the CONTRACT.

18 GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES


18.1 Governing Law
This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its
subject matter or formation, including any non-contractual disputes or claims, will be exclusively
governed by and construed in accordance with the laws of the Federal Republic of Nigeria,
excluding conflict of law rules and choice of law principles that provide otherwise. The United
Nations Convention on the International Sale of Goods will not apply to this CONTRACT.
18.2 Dispute Resolution
[**Drafting Note: Unless both parties to the CONTRACT are Nigerian, select dispute resolution
Alternative 1, and delete Alternative 2. If both parties to the CONTRACT are Nigerian, you may use
Alternative 2, and delete Alternative 1. If in doubt, consult Legal.]
[**Alternative 1. Delete Alternative 2 if this dispute resolution provision is used.]

(a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or
formation, whether in tort, contract, under statute, or otherwise, including any question
regarding its existence, validity, interpretation, breach, or termination, and including any non-
contractual claim, will be finally and exclusively resolved by arbitration under the arbitration rules
of the London Court of International Arbitration (“LCIA”) Administered Rules for Arbitration (the
“RULES”).

(b) The arbitral tribunal, to be appointed in accordance with the RULES, will consist of one arbitrator.
However, if either party asserts the amount in controversy exceeds USD $5 million, then the
tribunal will consist of three arbitrators.

(c) The seat of the arbitration will be London, England.

(d) The language of the arbitration will be English.

(e) The International Bar Association (IBA) Rules on the Taking of Evidence in International Arbitration
will apply to the arbitration.

(f) Each party waives, to the fullest extent permitted by law, any right under the laws of any
jurisdiction:
(i) to apply to any court or other judicial authority to determine any preliminary point of law;
and
(ii) to appeal or otherwise challenge the award, other than on the same grounds on which
recognition and enforcement of an award may be refused under Article V of the United
Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of
1958 (“The New York Convention”).

(g) Nothing in this Article will be construed as preventing any party from seeking conservatory or
similar interim relief from any court with competent jurisdiction. Any award rendered by the
arbitral tribunal will be made in writing and will be final and binding on the parties. The parties
will carry out the award without delay. Judgment upon any award or order may be entered in any
court having jurisdiction. All aspects of the arbitration will be considered confidential.
[**Alternative 2. Delete Alternative 1 above if this dispute resolution provision is used.]

(a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or
formation, whether in tort, contract, under statute, or otherwise, including any question
regarding its existence, validity, interpretation, breach, or termination, and including any non-
contractual claim, will be finally and exclusively resolved by arbitration under the Arbitration and
Conciliation Act, Cap. A18, Laws of the Federation of Nigeria, 2004 (“the ACT”), and any
amendments to the ACT.

(h)(b) The arbitral tribunal, to be appointed in accordance with the ACT, will consist of one arbitrator.
However, if either party asserts the amount in controversy exceeds USD $5 million, then the
tribunal will consist of three arbitrators.

(i)(c) The seat of the arbitration will be Lagos, Nigeria.

(j)(d) The language of the arbitration will be English.

(k)(e) The International Bar Association (IBA) Rules on the Taking of Evidence in International Arbitration
will apply to the arbitration.

(l)(f) Each party waives, to the fullest extent permitted by law, any right under the laws of any
jurisdiction:
(i) to apply to any court or other judicial authority to determine any preliminary point of law;
and
(ii) to appeal or otherwise challenge the award, other than on the same grounds on which
recognition and enforcement of an award may be refused under Article V of the United
Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of
1958 (“The New York Convention”).

(m)(g) Nothing in this Article will be construed as preventing any party from seeking conservatory or
similar interim relief from any court with competent jurisdiction. Any award rendered by the
arbitral tribunal will be made in writing and will be final and binding on the parties. The parties
will carry out the award without delay. Judgment upon any award or order may be entered in any
court having jurisdiction. All aspects of the arbitration will be considered confidential.
18.3 Specific Performance
COMPANY is entitled to specific performance of the CONTRACT.

19 ADDITIONAL LEGAL PROVISIONS

(a) The parties retain their rights and remedies under APPLICABLE LAWS, subject to any provisions in
the CONTRACT that provide otherwise.

(b) A provision of the CONTRACT is not waived unless made in writing by an authorised
representative of the waiving party.

(c) Provisions that state that they survive or by their nature are intended to survive completion of
performance or termination of the CONTRACT do so, along with all remedies attached to them.

(d) Amendments to the CONTRACT must be made in writing and signed by the parties’ authorised
representatives in order to be binding.

(e) CONTRACTOR GROUP or COMPANY GROUP not a party to the CONTRACT, but conferred rights in
it are entitled to enforce those rights but are not required to consent to amend or terminate
those rights.

(f) The CONTRACT sets forth the entire agreement between the parties concerning its subject matter
and supersedes any other agreements or statements pertaining to the same subject matter,
except those agreements or statements expressly referenced in the CONTRACT as included. Any
confidentiality agreement pertaining to the subject matter will remain in effect according to its
terms, unless the CONTRACT provides that it is terminated or replaced.

(g) The CONTRACT may be signed in any number of counterparts, all of which constitute a single
instrument.

(h) If requested by COMPANY, CONTRACTOR agrees to use COMPANY’s designated on-line tool to
sign with a digital signature, except where prohibited by APPLICABLE LAW. If signed digitally,
COMPANY and CONTRACTOR agree to waive any right to dispute the genuineness of the
signature, or the admissibility of the CONTRACT where such challenge is based on the absence of
a physical signature.
SECTION IV –SCOPE DESCRIPTION

ARTICLE 1 - GENERAL

1.1 The purpose of this CONTRACT, the WORK of the CONTRACTOR is to meet the following
needs of COMPANY:

(a) Provision of Emergency Pipeline Repair services, if and when needed, in a timely and
professional manner to existing Pipeline Networks in Agbara area, Ota area, Aba
area or on the proposed Pipeline Network in Port Harcourt area
(b) Connection of new customers to the above pipeline networks or modify the
infrastructure in existing Customers’ facilities.
(c) Provision of civil, mechanical, electrical and instrumentation services that may be
required from time to time to assure the integrity of existing Assets in the areas of
COMPANY operations.
1.2 COMPANY shall issue PURCHASE ORDERS to the CONTRACTOR for the various work items
above except for emergency repair, which can be activated by a phone call.

1.3 The CONTRACTOR shall mobilize within 3 days upon receiving a PURCHASE ORDER or within
24hrs of receiving instruction by phone in the case of an Emergency response, with all
necessary manpower, material, equipment and facilities required to complete the work.
Mobilization effort may require the contractor to prepare temporary access routes along/ to
the pipeline Rights of Way, where necessary.

1.4 The execution of the CONTRACT shall be performed under a CALL-OFF services contract for
which COMPANY does not guarantee a minimum workload.

1.5 CONTRACTOR warrants that experienced and competent personnel will execute WORK in a
safe manner to the required standards, using good Work Practices.

1.6 CONTRACTOR shall use its best endeavors to maximize the employment of staff from the local
communities for the execution of the WORKS.

1.7 The CONTRACT language shall be English. CONTRACTOR’S personnel shall be capable of
speaking, understanding, reading and writing the English Language.

1.8 CONTRACTOR’S equipment and vehicles shall be clearly marked to distinguish it from
COMPANY property.

1.9 The CONTRACTOR shall strictly comply with all relevant Laws, Rules, Regulations and any
statutory modification made thereto.

1.10 The services under the contract shall include but is not limited to the following:
The provision of all necessary logistical support, transport, manpower and
equipment for the completion of the works
 Mobilization to site for pipeline emergency repairs with all manpower, equipment
and materials required to complete the WORK within 24 hours for Land locations
and 48 hours for Swamp locations of receiving the instruction to mobilize.
Clearing of access routes to repair sites as required.
Replacement / construction of pipeline as required.
 Installation and commissioning Customers Stations and pipeline as required.
 Supply of essential material required for facility repairs.
 Supply of high pressure, high volume pumps, water tanks and personnel to assist
with pipeline pigging operations.
 Leak tests and hydotest of repaired or constructed pipelines, as required
 Mechanical works
Supply of Valves and other piping/ pipeline fittings and accessories for
Customer Stations installation, Valve pits and pipeline.

Civil works to recover pipeline Row

 Removal of squatters etc from proposed RoW or existing Row.

Pipeline construction

 Procurement of services or items from local or oversea sources

1.11 MECHANICAL WORKS

1.11.1 TEMPORARY PIPELINE LEAK REPAIR BY CLAMPING

1.11.2 PERMANENT PIPELINE LEAK REPAIR


i. Full- encircling pressure containing sleeve,
i.ii. Pipe section replacement (by venting and purging),
i.iii. Pipe section replacement by HOT TAP & Stopple method,
i.iv. Pipe section Replacement at road, rain and river crossing
i.v. Pipeline pig trap upgrade works

1.11.3 PIPELINE REPLACEMENT


i. Pipeline replacement including short delivery lines
i.ii. Pipeline replacement at inshore environment

1.11.4 MISCELLANEOUS PIPELINE LEAK REPAIR WORKS


a) PIPELINE CLEANING
i. De-watering of cleaned pipeline with compressed air into a storage
tank.
i.ii. Leak Test with inhibited water

a)b) MATERIAL HANDLING & COATING


i. Pipe / Material collection
i.ii. Pipe / material coating (Asphalting, Polyethylene & Concrete)

a)c)EXCAVATION AND RELATED WORKS


i. Ditching –Manual
i.ii. Ditching – Power Shovel
i.iii. Trench protection by cofferdam
i.iv. Trench protection by sheet piles
i.v. Trench protection by sand bags
i.vi. Dredging
a)d) TEMPORARY PIPELINE ISOLATION
i. HOT TAP & Stopple method
i.ii. Pipe freezing

a)e)NITROGEN SERVICES
i. Nitrogen supply to site
i.ii. Nitrogen purging of pipeline

a)f) PROVISION OF TEMPORARY LINE FOR CONTINUOUS GAS DELIVERY

1.11.5 PIPELINE STRUCTURAL WORKS


i. Manifold caging
i.ii. Piled pipe support
i.iii. Floor panels (grating) replacement
i.iv. Handrails replacement

1.11.6 MATERIALS, EQUIPMENT & PERSONNEL RATES


i. Material rates
i.ii. Ancillary services on cost plus basis
i.iii. Equipment rental rates
i.iv. Personnel rates
i.v. Standby rates

1.11.7 CONNECTION OF NEW CUSTOMERS


i. Design
i.ii. Procurement
i.iii. Installation of Customer Station
i.iv. Construction
i.v. Commissioning

ARTICLE 2 – DETAILED SCOPE OF WORK

2.1 GENERAL

The CONTRACTOR shall perform the works in accordance with the terms and conditions of the
contract. The scope shall include all works necessary for the emergency repair of the gas
pipelines and extension of the existing pipelines to emergent customers in Agbara, Ota, Aba
and Port Harcourt areas. The pipeline size range, wall thickness and material specifications
are provided in Appendix 1 of this section

2.2 MOBILIZATION

Upon notification by COMPANY and/ or the receipt of a PURCHASE ORDER from COMPANY,
the CONTRACTOR shall mobilize to site from the Base, which shall be located at Lagos, Ota,
Aba, Port Harcourt OR Warri. The mobilization shall commence and be completed with three
3 days following notification for Land Locations and 1 week for Swamp locations.
Mobilization shall include but no limited to the following: mobilization of all logistical support,
manpower, equipment, materials and consumables deemed necessary for the completion of
the works. Minimum requirements are detailed in Appendices 2 & 3.

2.3 PIPELINE DESCRIPTION

Pipelines includes in this contract conform to one or more of the detailed descriptions detailed
in Appendix 1.

2.4 PIPELINE REPAIRS

Execution of a SERVICE ORDER for repairs to the pipelines shall be performed using one or a
combination of the following methods and shall also be deemed to include mobilization to site,
excavation of the pipeline as required, removal of coating, cleaning of pipeline section, repair,
coating repair, re-coating, backfill, and site clean-up:
i. Leak repair by fitting a Clamp
i.ii. Leak repair by section replacement
i.iii. Removal of line blockage by section replacement
i.iv. Removal of mechanical damage by section replacement
i.v. Replacement of defective pipelines.
i.vi. Repair / replacement of pipeline fittings
i.vii. HOT TAP by-pass operations
i.viii. Pig Trap Upgrades
When a section replacement or live hook-up is required, the contents shall either be purged or
isolated using HOT TAP stopple plugs. The use of purging or stopple plugging techniques for
section replacement shall be dependent upon operational considerations at the time of repair
and approval by COMPANY of the Work Method.

2.5 WELD PROCEDURE QUALIFICATION

The CONTRACTOR shall pre-qualify the welding procedures to be used during the repairs.
Procedures shall be required for the welding and Hot Tap stopple Tee’s to the carrier pipe, full
encirclement split Tee’s to the carrier pipe and line pipe but welds. It is also recommended that
the CONTRACTOR maintains a list of pre-qualified welders that can be mobilized to site on
short notice.

2.6 PUMPING OPERATIONS

The CONTRACTOR shall, when necessary, provide pumping equipment to assist COMPANY
with pipeline operations such as the removal of stuck pigs and auxiliary water pumping
facilities. On receipt of a PURCHASE ORDER, the CONTRACTOR shall mobilize the following
to site:
Reciprocating pump units capable of producing 10bbl/ min at a pressure of 60bar
Centrifugal pump to feed reciprocating pumps at 20bbl/ min at atmospheric pressure
 Water tanks of 250bbl minimum capacity
Operating crews for pumping equipment
The CONTRACTOR shall be responsible for equipment operation, pump hook-up to
COMPANY facilities and the supply of water. It shall be the responsibility of the CONTRACTOR
to provide individual procedures for such operations for approval by COMPANY.

2.7 MATERIAL SUPPLY

The CONTRACTOR shall, when necessary, provide materials at the request of COMPANY on
a cost plus basis in accordance with Section III – Article 5 and Schedule H. Such items shall
include but not limited to
Line pipes
Valves
Flanges
Gaskets
Stud bolts
Pigs
All material shall be accompanied by authentic documentation including ex-works price,
shipping costs, customs payments and material certification.
All valves or any material or item considered to be critical to assure Asset Integrity shall be
supplied from a vendor recommended by COMPANY. COMPANY shall issue a Vendor(s) list
to advise the CONTRACTOR of all recommended vendors from time to time. Payment for all
such materials or items shall be paid for on a cost plus basis with the mark-up as specified in
Section III – Article5, Schedule H.

2.8 PIPELINE REPLACEMENT

It may become necessary that small sections of pipeline or the entire length of short pipelines
require replacement. The CONTRACTOR shall mobilize to site all necessary manpower,
equipment, materials and consumables to complete such operations. The CONTRACTOR shall
provide as a minimum the following facilities to COMPANY.
Collection of materials from Vendors or other COMPANY stores
 Transportation of materials to yard and site locations
 Yard grit blasting of linepipes
 Yard coating of line pipes
Yard welding and fabrication shop
 Topographical survey facilities for routing and laying of pipeline
 Drafting facilities for producing as built drawings.
Complete pipe lay barge and spread
 X-ray inspection and equipment
 Pressure testing equipment
All works shall be performed as per specifications detailed in Appendix 4

2.9 CONNECTION OF NEW CUSTOMERS

a) Design
1. Preliminary & Full Preparatory Survey of plan and profile drawing
1.2. Line Layout and connection (hook-up) details, building in future flexibility as
necessary.
1.3. Corrosion Protection: CONTRACTOR shall exercise due care to protect the integrity
of existing CP system, hook-up new pipeline and confirm CP protection for new
pipeline segments.

a)b) Procurement
1. Turbine Meters & Flow volume correctors. (This will attract a separate price if
requested by COMPANY and payment for this item will be in NGN on a cost plus
basis.)
1.2. Pipeline fitting, valves, tees, reducers, elbows, bends, e.t.c.
a)c)Installation of Customer Station
1. Modification as necessary
1.2. Concrete Base
1.3. Fabrication and installation of in-let and out let spools
1.4. Earthing & Lightning protection
1.5. Fencing & roofing
1.6. Painting of the Customer Stations fencing and above ground pipes
1.7. Modification of Vent Stack and or installation of a new vent Stack as necessary
1.8. Touch-up painting
1.9. Commissioning

a)d) Construction
Extension of pipeline to emergent customers will involve, but is not limited to the
following
1. Transportation of line pipes
1.2. Right of Way clearing, stringing of pipes, ditching, welding, Hot Tap connection
(where necessary and separately priced), 100 per cent Radiography, Field Coating
/ Coating repairs, Lowering, Holiday testing, Backfilling, Road crossings, Trust
boring as necessary, location of existing services on the road shoulders or the Right
of Way, concrete Valve pits for every customer and identified future customer.
1.3. Corrosion protection
1.4. Provision of site security to secure personnel, equipment and material where
necessary
1.5. Quality control services

a)e)Demobilization
1. Close-out all punch-list items
1.2. As-built documentation
1.3. Material reconciliation
1.4. Site restoration. Please note that cost for this item is included in the WORK item
that caused the need for site restoration to arise.
1.5. Removal of all equipment and excess materials from site to COMPANY storage or
to approved waste dump.
2.10 COMMUNICATION

The CONTRACTOR shall provide communication for each of the activities referred to above.
Communication shall be established by GSM telephone where GSM network service is
available or by radio between operational site and COMPANY office.

2.11 MECHANICAL AND CIVIL REPAIRS

It may become necessary to execute other mechanical/ civil repairs, which may occur within
COMPANY facilities not covered herein. Such WORK shall be scoped by COMPANY
representative and payment shall be based on the evaluation of the actual equipment, materials
and manpower requirement.

ARTICLE 3 – OBLIGATION OF COMPANY

3.1 It shall be the responsibility of COMPANY to identify the work location, scope the work and
inform the CONTRACTOR by PURCHASE ORDER.

3.2 It shall be the responsibility of COMPANY to provide route maps where available to the
CONTRACTOR

3.3 COMPANY shall at its discretion provide the line pipe materials and Pildco clamps to the
CONTRACTOR.

ARTICLE 4 – OBLIGATION OF THE CONTRACTOR

4.1 The CONTRACTOR shall take responsibility for any damage caused to COMPANY facilities,
third parties whether directly or indirectly connected to the WORK or to the environment where
such damages arises as a result or fault of the CONTRACTOR.

4.2 The CONTRACTOR shall be responsible for obtaining necessary permits or payment of
easements from the Local or State governments to do the work

4.3 The CONTRACTOR shall be responsible for procuring Work Permits for any personnel working
for the CONTRACTOR.

4.4 The CONTRACTOR shall be responsible for obtaining the necessary permits from COMPANY
AUTHORIZED REPRESENTATIVE or COMPANY Facility Operators before proceeding with the
WORK. A hot work permit shall be raised for the approval of COMPANY AUTHORIZED
REPRESENTATIVE and to ascertain other requirements if necessary.

ARTICLE 5 –CONTRACTOR PERSONNEL

5.1 CONTRACTOR personnel shall be dedicated exclusively for the WORK.


5.2 CONTRACTOR shall provide all necessary personnel required for execution of the WORK

5.3 CONTRACTOR shall provide all sufficient pool of labor to respond to any WORK ORDER
throughout the duration of the CONTRACT.

5.4 CONTRACTOR shall be responsible for the provision of all necessary WORK/ SERVICES and
facilities in support of his personnel to enable the CONTRACTOR fulfill his obligations pursuant
to this CONTRACT, including but not limited to housing, workshop, storage, transport and all
other items not expressly required by virtue of this agreement.

5.5 CONTRACTOR’s arrangements for medical examination of his staff shall generally conform to
COMPANY’s recommended General Medical Standards of Fitness. Staff may be medically
examined at intervals related to age but never exceeding a period of two years at
CONTRACTOR’s expense.

5.6 CONTRACTOR shall provide at his own expense, all, inoculations, certificates, passports, visas,
work and residence permits and the like for all his personnel for presentation, information and
approval of COMPANY.

5.7 CONTRACTOR shall keep a full record of employee’s safety training and certification, which
shall be produced for inspection by COMPANY at any time.

5.8 COMPANY shall have the right to call for replacement of any or the entire CONTRACTOR’s
PERSONNEL on ground of technical incompetence, negligence, misbehavior or inability of the
personnel to speak the English language. The replacement shall be carried out with minimum
delay and at no cost to COMPANY. In the event that it is impossible for the CONTRACTOR to
execute the replacement at once, COMPANY have the right to direct the CONTRACTOR to
cease operations and pay the CONTRACTOR no compensations other than the amount due at
the moment of cessation.

5.9 CONTRACTOR shall ensure that at all times at least one qualified industrial first-aider is present
on the work location. Any such first aider shall have been pre-qualified within the last two
years by a recognized body. At least one first aider at the work site shall be trained in the
treatment of burns and poisoning. The names of the first aider shall be prominently displayed
at the work sites. All staff engaged in the execution of the WORK shall have attended a basic
first aid course.

ARTICLE 6 –EQUIPMENT TO BE PROVIDED BY THE CONTRACTOR

6.1 CONTRACTOR shall provide all tools, plant, equipment, utilities, portable water, materials and
consumables and all that is required for the execution of the WORK.

6.2 The CONTRACTOR PRICE shall be deemed to include all costs associated with the maintenance
and replacement of such equipment and for all consumable supplies (including fuel) throughout
the execution of the WORK.
6.3 CONTRACTOR undertakes that all tools, plant and equipment to be used in the executing the
WORK shall be in accordance with COMPANY standards and shall be from the original and
reputable manufacturer.

Where tools, plants and equipment of inadequate specification are used, and loss or damage
results, COMPANY shall hold the CONTRACTOR fully responsible and shall terminate the
CONTRACT at its sole discretion.

ARTICLE 7 –MATERIALS

7.1 COMPANY may wish to supply materials, equipment or other goods which at the
commencement of the CONTRACT were the responsibility of the CONTRACTOR to provide.
COMPANY shall have the right to supply andy such materials, equipment or other goods
provided that:

a) The materials, equipment, consumables or other goods have not already being
purchase by the CONTRACTOR or
a)b) Materials, equipment, consumables or other goods which have been purchase by the
CONTRACTOR do not conform to the requirements of the CONTRACT.
Before such supply, COMPANY and the CONTRACTOR shall agree the terms of such supply.
In the event of such supply by COMPANY, a variation shall be authorised to reduce the
CONTRACT PRICE by the value of such materials, equipment, consumables or other goods
supplied by COMPANY using the rates and prices in Section III- SCHEDULE OF PRICES or such
other rates as the parties may agree.
7.2 All materials supplied by the CONTRACTOR shall be inspected and approved by COMPANY
or any other afrestorationppointed representative before it is put to use. Materials shall include,
but not limited to pipe coating, machine, pig balls, land and water equipment, lifting and
excavation equipment, test pumps, fresh water, survey equipment, site accommodation and
every other physical property necessary for the completion of the WORK.

7.3 CONTRACTOR’S consumables and fuel for vehicles shall not constitute materials under the
CONTRACT.

7.4 COMPANY will supply line pipes for 4” 6” and 12” lines while CONTRACTOR may be
required to procure small lengths of other pipe sizes.

ARTICLE 8 – CONTRACTOR’S SITE ESTABLISHMENT

8.1 CONTRACTOR shall be responsible for the provision of all necessary temporary site
establishment and facilities for the execution and completion of the WORK.

8.2 Site Establishment and facilities shall comply in all respects with COMPANY Regulations and
Standards.
8.3 CONTRACT PRICES shall be deemed to include but not limited to the costs of all consumables,
supplies, fuel, lighting, power and other utilities for maintenance and repairs of such facilities
throughout the CONTRACT.

8.4 Upon completion of the WORK or PURCHASE ORDER, the CONTRACTOR shall restore the
areas used for temporary site facilities and utilities to their original condition at no cost to
COMPANY.

ARTICLE 9 – CONTRACTOR’S RECORDS

9.1 A daily record of WORK activities and all events on site shall be maintained by the
CONTRACTOR for submission to COMPANY on request.

9.2 a daily attendance register stating names of personnel, date and hours of attendance shall be
kept by the CONTRACTOR for inspection by COMPANY at any time.

9.3 CONTRACTOR shall inform COMPANY in writing of any incidents occurring during the
execution of the WORK, giving prompt notification of any damage or loss, which has been
suffered.

Appendix 1

PIPELINE RANGE AND MATERIAL GRADE

DIAMETER WALL THICKNESS PIPE GRADE


4 0.237” APL 5LX-52
6 0.280” Ditto
12 0.406” Ditto
Pipelines in existing COMPANY assets in Agbara, Ota, PH and Aba range as described above. There
are some pipes and tubes which on surface facilities which are smaller that the above pipe sizes. It is
possible that the CONTRACTOR may be required to install large diameter pipes during the duration
of the WORK.

Pipelines in existing COMPANY assets in Agbara, Ota, Aba are mainly on Land location. All pipelines
are Polyethylene coated. However some sections of pipelines are in Swamp locations and are therefore
concrete weight coated. The minimum depth to top of pipe is 1m for Land locations. For Swamp
locations the minimum depth to top of pipe is 0.6m to the consolidated mud.
Appendix 2

MINIMUM SPREAD REQUIREMENT FOR LEAK REPAIR (LAND LOCATIONS)

Equipment Requirement (Yes or No)

Clamping Section replacement Section replacement


by Flushing by Hot-tapping
Back hoe Yes Yes Yes
Prime mover No Yes Yes
Trailer No Yes Yes
Self Loading Truck Yes Yes Yes
Crane No Yes Yes
Crew bus No Yes Yes
Welding sets No Yes Yes
Hot-tap equipment No No Yes
Hot- tap consumables No No Yes
Pipeline Clamps Yes Yes No
Flushing pumps No Yes No
Generators No Yes Yes
Compressors No Yes Yes
Grit blasting units No Yes Yes
Oxy acetylene torch No Yes Yes
Line up clamps No Yes Yes
Cold cutter No Yes Yes
Mobile X- ray dark room No Yes Yes
Argon welding set No Yes Yes
Set of Portable tool box Yes Yes Yes

Note: Hot tap equipment shall be as per appendix 1


ADDITIONAL REQUIREMENTS IF DEEMED NECESSARY

Equipment Requirement (Yes or No)

Clamping Section replacement Section replacement


by Flushing by Hot-tapping

Pilling rig Yes Yes Yes


Timber mats Yes Yes Yes

Appendix 3
MINIMUM SPREAD REQUIREMENT FOR LEAK REPAIR (SWAMP LOCATIONS)

Equipment Requirement (Yes or No)


Clamping Section replacement Section replacement
by Flushing by Hot-tapping
Swamp crane Yes Yes Yes
Swamp buggy with back hoe Yes Yes Yes
Swamp carrier Yes Yes Yes
Ramp barge Yes Yes Yes
Crew boat Yes Yes Yes
Welding sets No Yes Yes
Hot-tap equipment No No Yes
Hot- tap consumables No No Yes
Pipeline Clamps Yes Yes No
Flushing pumps No Yes No
Fast boats Yes Yes Yes
Generators No Yes Yes
Compressors No Yes Yes
Grit blasting units No Yes Yes
Oxy acetylene torch No Yes Yes
Cold cutter No Yes Yes
Mobile X- ray dark room No Yes Yes
Argon welding set No Yes Yes
Set of Portable tool box Yes Yes Yes
Appendix 3 (Contd.)

ADDITIONAL REQUIREMENTS IF DEEMED NECESSARY

Equipment Requirement (Yes or No)


Clamping Section replacement Section replacement
by Flushing by Hot-tapping
House boat Yes Yes Yes
Generator barge Yes Yes Yes
Water barge Yes Yes Yes
Fuel barge Yes Yes Yes
Pilling rig Yes Yes Yes
Timber mats Yes Yes Yes

Appendix 4

COMPANY CONSTRUCTION STANDARDS

The CONTRACTOR shall execute the WORK in accordance with COMPANY Standard Constriction
Specifications and, appropriate professional codes indicated below, in a safe and environmentally
sound manner. The CONTRACTOR shall ensure that copies of the applicable specifications are in their
possession.

Applicable specifications, standards and codes of practices are detailed below:


Clarification for using Tables 1.0 through Table 42.0 in Schedule of Prices
General (applies to all tables)
1. Swamp rates are the same irrespective of the location of the swamp site in Nigeria.
1.2. All equipment to be used for the WORK must have Shell premobilization certificate (premob
certificate) before they can be used for the WORK. The cost of getting good equipment that
can pass premobilization screening is included in the rates for the equipment.
1.3. All rates for equipment include the use of competent personnel to operate the said
equipment. The rates also include provision for fuel and all other cost charges, etc.
associated with the use of the equipment for the duration of the specified use. COMPANY
shall not accept any additional cost aside from the stated rate for use of the said equipment.
1.4. All rates for all activities or services in the ensuing tables includes equipment. personnel,
fuel, consumables, and any other resource or cost associated or incidental to the
performance or provision of the said activity or service. Exceptions must be clearly stated
and cannot be assumed by CONTRACTOR or COMPANY.
1.5. Use of crane for one day work is premised on a maximum continuous duration of 12 hours.
1.6. COMPANY will not accept additional cost from CONTRACTOR for any activity/ service
irrespective of the site condition, community disturbance or the absence of it, weather,
labour/ union activity, etc.
1.7. COMPANY will not pay CONTRACTOR for doing the WORK for a longer duration or for
intentionally or unintentionally delaying the WORK. NO additional revenue will accrue to
CONTRACTOR if WORK is delayed whatever the reason for it. COMPANY can sanction
CONTRACTOR for delay in completion the WORK as agreed in the PURCHASE ORDER (PO).
1.8.
Table 1.0 (FP Survey, Clearing, removal of structures/ refuse and excavation)
Items 1.10 – must meet requirements of Shell geomatics team
Items 1.20 requires CONTRACTOR to removal/ clear the RoW of all vegetative matter and dispose
same as specified by prevailing law in the area. This could mean disposal at government approved
waste management centres.
Item 1.30 requires CONTRACTOR to fulfil all responsibility in item 1.20 but is not limited to removal
of vegetative matter along. Item 1.30 also requires removal of rubbish or waste and all material
along the RoW.
Item 1.20 and 1.30 cannot be used for same stretch of Row at the same time.
Item 1.40, 1.50 and 1.60 requires CONTRACTOR to carryout manual excavation of the cleared ROW
to a depth that assures a minimum cover of 1.0m, 1.2m and 1.5m after pipe is buried respectively
regardless of the line size. Hence if item 1.40 (1m minimum cover) is applied to a four (4”) inch line,
that is 100mm nominal bore), then the total depth would be 1m plus 100mm or 1.1m before pipe is
dropped. For a twelve (12”) inch line under same conditions, the total depth before the line is
dropped is 1.3m.
Items 1.40, 1.50 and 1.60 cannot be used simultaneously for same section of line. Please note that
the width of the excavation is 1m in all cases.

Items 1.70, 1.80, 1.90 are same as 1.40, 1.50 and 1.60 in all aspects except that tractor or power
shovel is required for these items.
Item 1.100 and item 1.10 are same except that item 1.100 requires the CONTRACTOR to carry out
the service in a swamp.

Item 1.110 and item 1.20 are same except that item 1.110 requires the CONTRACTOR to carry out
the service in a swamp.

Item 1.120, 1.130, 1.140 and item 1.70, 1.80 and 1.90 are same except that item 1.120, 1.130, 1.140
requires the CONTRACTOR to carry out the service in a swamp.

Table 2.0 (Collection of line pipes or other material)


Item 2.10 requires CONTRACTOR to collect line pipes and or other load using a self-loader with eight
(8) ton load capacity and an onboard crane (attached to the self-loader) with lift capability of three
(3) tons from a location in Ogun and Lagos area and offload the pipes and or loads within the Ogun
and Lagos area in a single day. The total weight to be carried using an eight (8) ton self-loader is
4800kg. The number of pipes to be carried by the self-loader for each size of pipe is given in table A
below:

average pipe length 12 meters

Table A
Weight/ Kg Weight of 12m nos. of pipes to be carried nos. of pipes to be
Pipe
(Schedule pipe (Schedule by 8-ton self-loader after carried by 30-ton truck
diameter
40) 40) 40% derating after 40% derating
2" 5.44 65.28 73 275
4" 16.08 192.96 24 93
6" 28.26 339.12 14 53
8" 42.55 510.6 9 35
10" 60.29 723.48 6 24
12" 73.86 886.32 5 20

Maximum Weight of load Maximum Weight of load


(Kg) (Kg)
Other loads 4800 18000

Notes

1 Derating of truck stated capacity is required due to bad roads, poor vehicle conditions
and other unfavourable conditions on Nigerian roads
2 Self-loader is required to have a crane that can carry 3 tons max SWL. This should be de-
rated by 60% to 1.2 ton while working on site except a valid certificate validates the 3-ton
load carry capacity of the onboard crane.
3 Self-loader required is long frame type

75
4 30 ton truck has a cargo bay about 40 ft long
5 Collection/ Offloading of line pipes include a trip from load location to offloading
location and back to load location
6 to be paid per complete km of pipeline hydrotested plus rate for banded lengths. e.g
3.2km (3 x rate per km plus 1 x rate for 0m to250m
7 to be paid per complete km of pipeline pigged/ dried plus rate for banded lengths. e.g
3.2km (3 x rate per km plus 1 x rate for 0m to250m
N/A Not Applicable

Definitions
CS Customer Station
Generic CS 3mmscf/d Cs or less
Large Capacity CS 10mmscf/d or 20mmscf/d CS

Please note that an estimated of the duration for use of the self-loader is to be done prior to
commencement of the WORK and agreed to both parties. CONTRACTOR must present self-loader
with premob certificates issued by COMPANY. Poorly equipped or maintained self-loader will not be
accepted by COMPANY even if CONTRACTOR has already paid for use of the self-loader. During the
performance of the WORK, COMPANY can elect to extend the use the self-loader for an additional
period of time and this will be communicated to the CONTRACTOR during the WORK. COMPANY will
not be liable to pay for additional days if CONTRACTOR is unable to complete the WORK during the
stipulate time in the PO.

Item 2.20 and item 2.10 are same except that item 2.20 requires the CONTRACTOR to carry out the
service with a 30-ton trailer and as such the trailer is not required to have an on-board crane of any
sort. CONTRACTOR may be required to hire a crane to load and offload the trailer. However, the
cost of hiring the crane is not included in this item. It is a separate item and will be paid for by
COMPANY separately.
Item 2.30 and 2.40 mirror item 2.10 and 2.20 respectively except that item 2.30 and 2.40 apply to
Oyigbo, River State, Nigeria.

Item 2.50 and 2.60 mirror item 2.10 and 2.20 respectively except that item 2.50 and 2.60 apply to
Kidney Island or Shell IA area, in Port Harcourt, River State, Nigeria.

Item 2.70 and 2.80 mirror item 2.10 and 2.20 respectively except that item 2.70 and 2.80 apply to
Onne or any other area in Rivers State, Nigeria.

Item 2.90 and 2.100 mirror item 2.10 and 2.20 respectively except that item 2.90 and 2.100 apply to
Warri or any other area in Delta State, Nigeria.

Table 3.0 (Crane)


Item 3.10 requires CONTRACTOR to supply and use a ten (10) ton crane to lift/ unload pipes and or
any other load in Lagos and Ogun states. This item includes rates for all personnel, equipment,

76
services, costs etc. required to complete the service/ activity for one day. The use of a crane to load
a self-loader is not permitted as the self-loader is expected to lift own load and unload own load.
Crane would be deployed where the load is above the capacity of a self-loader (3 ton) or the size of
the load requires use of a separate crane. In such a case a trailer would be used to move the load
from one site to another site if required. etc.
Item 3.20 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a twenty (20) ton
crane.

Item 3.30 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a thirty (30) ton
crane.

Item 3.40 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a fifty (50) ton
crane.

Item 3.50 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a hundred (100)
ton crane.

Item 3.60 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a ten (10) ton
crane in Delta State.

Item 3.70 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a twenty (20) ton
crane in Delta State.

Item 3.80 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a thirty (30) ton
crane in Delta State.

Item 3.90 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a fifty (50) ton
crane in Delta State.

Item 3.100 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a hundred (100)
ton crane in Delta State.

Item 3.110 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a ten (10) ton
crane in Rivers and Abia States.

Item 3.120 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a twenty (20) ton
crane in Rivers and Abia States.

Item 3.130 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a thirty (30) ton
crane in Rivers and Abia States.

Item 3.140 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a fifty (50) ton
crane in Rivers and Abia States.

Item 3.150 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a hundred (100)
ton crane in Rivers and Abia States.

Item 3.160 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a ten (10) ton
crane in any land location in Nigeria not defined above.

77
Item 3.170 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a twenty (20) ton
crane in any land location in Nigeria not defined above.

Item 3.180 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a thirty (30) ton
crane in any land location in Nigeria not defined above.

Item 3.190 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a fifty (50) ton
crane in any land location in Nigeria not defined above.

Item 3.200 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a hundred (100)
ton crane in any land location in Nigeria not defined above.

Item 3.210 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a two hundred
and fifty (250) ton crane in any land location in Nigeria not defined above.

Item 3.220 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a ten (10) ton
crane in any swamp location in Nigeria.

Item 3.230 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a twenty (20) ton
crane in any swamp location in Nigeria.

Item 3.240 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a thirty (30) ton
crane in any swamp location in Nigeria.

Item 3.250 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a fifty (50) ton
crane in any swamp location in Nigeria.

Item 3.260 mirrors all conditions in item 3.10 but requires CONTRACTOR to deploy a hundred (100)
ton crane in any swamp location in Nigeria.

Table 4.0 (Stringing of line pipes)


Item 4.10 requires CONTRACTOR to string a joint of two (2”) inch, three (3”) inch or four (4”) inch
pipes along the ROW for all land locations in Nigeria. It includes all resources, personnel,
consumables, etc. required to complete this activity. COMPANY will not accept additional cost from
CONTRACTOR for this activity/ service irrespective of the site condition, community disturbance or
the absence of it, weather, labour/ union activity, etc. CONTRACTOR is paid per joint of pipe.
Item 4.20 mirrors all conditions in item 4.10 but requires CONTRACTOR to string six (6”) inch lines.
Item 4.30 mirrors all conditions in item 4.10 but requires CONTRACTOR to string eight (8”) inch lines.
Item 4.40 mirrors all conditions in item 4.10 but requires CONTRACTOR to string twelve (12”) inch
lines.

Item 4.50 mirrors all conditions in item 4.10 but requires CONTRACTOR to string 2”, 3” or 4” pipes in
any Swamp location in Nigeria.

Item 4.60 mirrors all conditions in item 4.10 but requires CONTRACTOR to string six (6”) inch lines in
any Swamp location in Nigeria.

78
Item 4.70 mirrors all conditions in item 4.10 but requires CONTRACTOR to string eight (8”) inch lines
in any Swamp location in Nigeria.

Item 4.80 mirrors all conditions in item 4.10 but requires CONTRACTOR to string twelve (12”) inch
lines in any Swamp location in Nigeria.

Table 5.0 (Welding (Conventional) of line pipes)


Item 5.10 requires CONTRACTOR to weld a joint of two (2”) inch, three (3”) inch or four (4”) inch
pipes/joints along the ROW or facility for all land locations in Nigeria using conventional welding. It
includes all resources, equipment, personnel, consumables, weld repair, etc. required to complete
this activity. COMPANY will not accept additional cost from CONTRACTOR for this activity/ service
irrespective of the site condition, community disturbance or the absence of it, weather, labour/
union activity, etc. CONTRACTOR is paid per joint of welded pipe.
Item 5.20 mirrors all conditions in item 5.10 but requires CONTRACTOR to weld six (6”) inch joints.
Item 5.30 mirrors all conditions in item 5.10 but requires CONTRACTOR to weld eight (8”) inch joints.
Item 5.40 mirrors all conditions in item 5.10 but requires CONTRACTOR to weld twelve (12”) inch
joints.

Item 5.50 mirrors all conditions in item 5.10 but requires CONTRACTOR to weld 2”, 3” or 4” pipes in
Swamp locations in Nigeria.

Item 5.60 mirrors all conditions in item 5.10 but requires CONTRACTOR to weld six (6”) inch joint in
any Swamp location in Nigeria.

Item 5.70 mirrors all conditions in item 5.10 but requires CONTRACTOR to weld eight (8”) inch joint
in any Swamp location in Nigeria.

Item 5.80 mirrors all conditions in item 5.10 but requires CONTRACTOR to weld twelve (12”) joints
lines in any Swamp location in Nigeria.

Table 6.0 (Welding TIG (Argon) of line pipes)


Item 6.10 requires CONTRACTOR to weld a joint of two (2”) inch, three (3”) inch or four (4”) inch
pipes/joints along the ROW or company facility for all land locations in Nigeria using Tungsten Inert
Gas welding (TIG) also known as (Argon welding). It includes all resources, equipment, personnel,
consumables, weld repair, etc. required to complete this activity. COMPANY will not accept
additional cost from CONTRACTOR for this activity/ service irrespective of the site condition,
community disturbance or the absence of it, weather, labour/ union activity, etc. CONTRACTOR is
paid per joint of welded pipe.

Item 6.20 mirrors all conditions in item 6.10 but requires CONTRACTOR to weld six (6”) inch joints.
Item 6.30 mirrors all conditions in item 6.10 but requires CONTRACTOR to weld eight (8”) inch joints.
Item 6.40 mirrors all conditions in item 6.10 but requires CONTRACTOR to weld twelve (12”) inch
joints.

79
Item 6.50 mirrors all conditions in item 6.10 but requires CONTRACTOR to weld 2”, 3” or 4” pipes in
Swamp location in Nigeria.

Item 6.60 mirrors all conditions in item 6.10 but requires CONTRACTOR to weld six (6”) inch lines in
any Swamp location in Nigeria.

Item 6.70 mirrors all conditions in item 6.10 but requires CONTRACTOR to weld eight (8”) inch lines
in any Swamp location in Nigeria.

Item 6.80 mirrors all conditions in item 6.10 but requires CONTRACTOR to weld twelve (12”) inch
lines in any Swamp location in Nigeria.

Table 7.0 (NDT of line pipes)


Item 7.10 requires CONTRACTOR to complete Non-destructive testing of a welded joint of two (2”)
inch, three (3”) inch or four (4”) inch pipes/joints along the ROW or company facility for all land
locations in Nigeria. One hundred percent (100%) NDT test is required for all joints. Radiography will
be used for 4” joints while radiography and or other NDT methods can be used for 3” and 2” joints.
The cost of NDT includes reshoot, etc. as required. It includes all resources, equipment, personnel,
consumables, etc. required to complete this activity. COMPANY will not accept additional cost from
CONTRACTOR for this activity/ service irrespective of the site condition, community disturbance or
the absence of it, weather, labour/ union activity, etc. CONTRACTOR is paid per joint of pipe.
Item 7.20 mirrors all conditions in item 7.10 but requires CONTRACTOR to complete NDT on six (6”)
inch lines.

Item 7.30 mirrors all conditions in in item 7.10 but requires CONTRACTOR to complete NDT on eight
(8”) inch lines.

Item 7.40 mirrors all conditions in item 7.10 but requires CONTRACTOR to complete NDT on twelve
(12”) inch lines.

Item 7.50 mirrors all conditions in item 7.10 but requires CONTRACTOR to complete NDT in Swamp
locations in Nigeria.

Item 7.60 mirrors all conditions in item 7.10 but requires CONTRACTOR to complete NDT on six (6”)
inch lines in any Swamp location in Nigeria.

Item 7.70 mirrors all conditions in item 7.10 but requires CONTRACTOR to complete NDT on eight
(8”) inch lines in any Swamp location in Nigeria.

Item 7.80 mirrors all conditions in item 7.10 but requires CONTRACTOR to complete NDT on twelve
(12”) inch lines in any Swamp location in Nigeria.

Table 8.0 (Lowering of Line Pipes)


Item 8.10 requires CONTRACTOR to lower two (2”) inch, three (3”) inch or four (4”) inch pipes along
the ROW into the ditch for all land locations in Nigeria. It includes all resources, equipment,
personnel, consumables, etc. required to complete this activity. COMPANY will not accept additional

80
cost from CONTRACTOR for this activity/ service irrespective of the site condition, community
disturbance or the absence of it, weather, labour/ union activity, etc. CONTRACTOR is paid per joint
of lowered pipe.
Item 8.20 mirrors all conditions in item 8.10 but requires CONTRACTOR to lower six (6”) inch lines.
Item 8.30 mirrors all conditions in item 8.10 but requires CONTRACTOR to lower eight (8”) inch lines.
Item 8.40 mirrors all conditions in item 8.10 but requires CONTRACTOR to lower twelve (12”) inch
lines.

Item 8.50 mirrors all conditions in item 8.10 but requires CONTRACTOR to lower 2”, 3” or 4” pipes in
Swamp locations in Nigeria.

Item 8.60 mirrors all conditions in item 8.10 but requires CONTRACTOR to lower six (6”) inch lines in
any Swamp location in Nigeria.

Item 8.70 mirrors all conditions in item 8.10 but requires CONTRACTOR to lower eight (8”) inch lines
in any Swamp location in Nigeria.

Item 8.80 mirrors all conditions in item 8.10 but requires CONTRACTOR to lower twelve (12”) inch
lines in any Swamp location in Nigeria.

Table 9.0 (Backfilling of line pipes - 1.00m plus D using native earth)
Item 9.10 requires CONTRACTOR to backfill lowered pipe already in ditches with a 1.0m minimum
cover above buried pipe which could be two (2”) inch, three (3”) inch or four (4”) inch pipes along
the ROW for all land locations in Nigeria using the native earth previously removed in the location
during the excavation stage. It includes all resources, equipment, personnel, consumables, etc.
required to complete this activity. COMPANY will not accept additional cost from CONTRACTOR for
this activity/ service irrespective of the site condition, community disturbance or the absence of it,
weather, labour/ union activity, etc. CONTRACTOR is paid per meter of backfilled line.
Item 9.20 mirrors all conditions in item 9.10 but requires CONTRACTOR to backfill six (6”) inch lines.
Item 9.30 mirrors all conditions in item 9.10 but requires CONTRACTOR to backfill eight (8”) inch
lines.

Item 9.40 mirrors all conditions in item 9.10 but requires CONTRACTOR to backfill twelve (12”) inch
lines.

Item 9.50 mirrors all conditions in item 9.10 but requires CONTRACTOR to backfill 2”, 3” or 4” lines in
Swamp locations in Nigeria.

Item 9.60 mirrors all conditions in item 9.10 but requires CONTRACTOR to backfill six (6”) inch lines
in any Swamp location in Nigeria.

Item 9.70 mirrors all conditions in item 9.10 but requires CONTRACTOR to backfill eight (8”) inch
lines in any Swamp location in Nigeria.

81
Item 9.80 mirrors all conditions in item 9.10 but requires CONTRACTOR to backfill twelve (12”) inch
lines in any Swamp location in Nigeria.

Table 10.0 (Backfilling of line pipes - 1.50m plus D using native earth)
Item 10.10 requires CONTRACTOR to backfill lowered pipe already in ditches with a 1.5m minimum
cover above buried pipe which could be two (2”) inch, three (3”) inch or four (4”) inch pipes along
the ROW for all land locations in Nigeria using the native earth previously removed in the location
during the excavation stage. It includes all resources, equipment, personnel, consumables, etc.
required to complete this activity. COMPANY will not accept additional cost from CONTRACTOR for
this activity/ service irrespective of the site condition, community disturbance or the absence of it,
weather, labour/ union activity, etc. CONTRACTOR is paid per meter of backfilled line.
Item 10.20 mirrors all conditions in item 10.10 but requires CONTRACTOR to backfill six (6”) inch
lines.

Item 10.30 mirrors all conditions in item 10.10 but requires CONTRACTOR to backfill eight (8”) inch
lines.

Item 10.40 mirrors all conditions in item 10.10 but requires CONTRACTOR to backfill twelve (12”)
inch lines.

Item 10.50 mirrors all conditions in item 10.10 but requires CONTRACTOR to backfill 2”, 3” or 4” lines
in Swamp locations in Nigeria.

Item 10.60 mirrors all conditions in item 10.10 but requires CONTRACTOR to backfill six (6”) inch
lines in any Swamp location in Nigeria.

Item 10.70 mirrors all conditions in item 10.10 but requires CONTRACTOR to backfill eight (8”) inch
lines in any Swamp location in Nigeria.

Item 10.80 mirrors all conditions in item 10.10 but requires CONTRACTOR to string twelve (12”) inch
lines in any Swamp location in Nigeria.

Table 11.0 (Backfilling of line pipes - 1.00m plus D using river sand)
Item 11.10 requires CONTRACTOR to backfill lowered pipe already in ditches with a 1.0m minimum
cover above buried pipe which could be two (2”) inch, three (3”) inch or four (4”) inch pipes along
the ROW for all land locations in Nigeria using river sand. The river sand would have to be brought
to site and placed on the ditch by the CONTRACTOR. It includes all resources, equipment, personnel,
consumables, etc. required to complete this activity. COMPANY will not accept additional cost from
CONTRACTOR for this activity/ service irrespective of the site condition, community disturbance or
the absence of it, weather, labour/ union activity, etc. CONTRACTOR is paid per meter of backfilled
line.
Item 11.20 mirrors all conditions in item 11.10 but requires CONTRACTOR to backfill six (6”) inch
lines.

Item 11.30 mirrors all conditions in item 11.10 but requires CONTRACTOR to backfill eight (8”) inch
lines.

82
Item 11.40 mirrors all conditions in item 11.10 but requires CONTRACTOR to backfill twelve (12”)
inch lines.

Item 11.50 mirrors all conditions in item 11.10 but requires CONTRACTOR to backfill 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 11.60 mirrors all conditions in item 11.10 but requires CONTRACTOR to backfill six (6”) inch
lines in any Swamp location in Nigeria.

Item 11.70 mirrors all conditions in item 11.10 but requires CONTRACTOR to backfill eight (8”) inch
lines in any Swamp location in Nigeria.

Item 11.80 mirrors all conditions in item 11.10 but requires CONTRACTOR to backfill twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 12.0 (Backfilling of line pipes - 1.50m plus D using river sand)
Item 12.10 requires CONTRACTOR to backfill lowered pipe already in ditches with a 1.5m minimum
cover above buried pipe which could be two (2”) inch, three (3”) inch or four (4”) inch pipes along
the ROW for all land locations in Nigeria using river sand. The river sand would have to be brought
to site and placed on the ditch by the CONTRACTOR. It includes all resources, equipment, personnel,
consumables, etc. required to complete this activity. COMPANY will not accept additional cost from
CONTRACTOR for this activity/ service irrespective of the site condition, community disturbance or
the absence of it, weather, labour/ union activity, etc. CONTRACTOR is paid per meter of backfilled
line.
Item 12.20 mirrors all conditions in item 12.10 but requires CONTRACTOR to backfill six (6”) inch
lines.

Item 12.30 mirrors all conditions in item 12.10 but requires CONTRACTOR to backfill eight (8”) inch
lines.

Item 12.40 mirrors all conditions in item 12.10 but requires CONTRACTOR to backfill twelve (12”)
inch lines.

Item 12.50 mirrors all conditions in item 12.10 but requires CONTRACTOR to backfill 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 12.60 mirrors all conditions in item 12.10 but requires CONTRACTOR to backfill six (6”) inch
lines in any Swamp location in Nigeria.

Item 12.70 mirrors all conditions in item 12.10 but requires CONTRACTOR to backfill eight (8”) inch
lines in any Swamp location in Nigeria.

Item 12.80 mirrors all conditions in item 12.10 but requires CONTRACTOR to backfill twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 13.0 (Pigging to clean pipeline (0m – 50m) – All locations)

83
Item 13.10 requires CONTRACTOR to pig or clean completed two (2”) inch, three (3”) inch or four
(4”) inch diameter pipeline that is less than or equal to fifty (50) meters long of all construction or
environmental debris inside the welded line. The CONTRACTOR is required to send as many pigs as
required into the completed line to completely remove all items in the line. There is no additional
pay accruing to the CONTRACTOR for sending additional pigs to clean the line. All pig traps,
compressor(s), fuel, personnel, consumables, and every other resource required to be mobilized,
used and engaged in the completion of this activity/ service is already included in the rate.
CONTRACTOR is to be paid a lump sum for completing this activity.
For example, scope/ payment for pigging a 4” line that is, 20m, 15m, 30m or 50m long would be as
follows:

s/n description units remark


1. Item 13.10 Lumpsum rate for pigging to clean -0m to 50m Applies for 0-50m

Item 13.20 mirrors all conditions in item 13.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines.

Item 13.30 mirrors all conditions in item 13.10 but requires CONTRACTOR to pig/ clean eight (8”)
inch lines.

Item 13.40 mirrors all conditions in item 13.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines.

Item 13.50 mirrors all conditions in item 13.10 but requires CONTRACTOR to pig/clean 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 13.60 mirrors all conditions in item 13.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines in any Swamp location in Nigeria.

Item 13.70 mirrors all conditions in item 13.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines in any Swamp location in Nigeria.

Item 13.80 mirrors all conditions in item 13.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 14.0 (Additional resource for Pigging to clean pipeline (51m to 250m) - All locations)
Item 14.10 is premised on the assumption that provision has already been made for all pig traps,
compressor(s), fuel, personnel, consumables, and every other resources required to be mobilized,
used and engaged in the completion of item 13.10 for two (2”) inch, three (3”) inch or four (4”) inch
diameter pipeline over a length not more than 50m has already been made. Consequently, item
14.10 provides for additional resources (consumables, personnel, fuel and any other resource, etc.)
required to extend the service in item 13.10 from 50 m to 250 meters. Item 14.10 can only be used if
item 13.10 is already used and the said line is longer than 50 m but less than or equal to 250m.
CONTRACTOR is to be paid per meter for completing this activity.
For example, scope/ payment for pigging to clean a 6” line that is 230m long would be as follows:

84
s/n description units remark
1. Item 13.20 Lumpsum rate for pigging to clean -0m to 50m Applies for 0-50m
2. Item 14.20 180m x per meter rate for pigging to clean -51m to 250m Applies for 51 to 230m

Item 14.20 mirrors all conditions in item 14.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines.

Item 14.30 mirrors all conditions in item 14.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines.

Item 14.40 mirrors all conditions in item 14.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines.

Item 14.50 mirrors all conditions in item 14.10 but requires CONTRACTOR to pig/clean 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 14.60 mirrors all conditions in item 14.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines in any Swamp location in Nigeria.

Item 14.70 mirrors all conditions in item 14.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines in any Swamp location in Nigeria.

Item 14.80 mirrors all conditions in item 14.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 15.0 (Additional resource for Pigging to clean pipeline (251m to 1000m) - All locations)
Item 15.10 is premised on the assumption that provision has already been made for all pig traps,
compressor(s), fuel, personnel, consumables, and every other resources required to be mobilized,
used and engaged in the completion of item 13.10 for two (2”) inch, three (3”) inch or four (4”) inch
diameter pipeline over a length not more than 50m has already been made. Consequently, item
15.10 provides for additional resources (consumables, personnel, fuel and any other resource, etc.)
required to extend the service in item 13.10 from 251 m to 1000 meters. Item 15.10 can only be
used if item 13.10 and item 14.10 are already used and the said line is longer than 250 m but less
than or equal to 1000m. CONTRACTOR is to be paid per meter for completing this activity.

For example, scope/payment for pigging to clean a 4” line that is 670m long would be as follows:

s/n description units remark


1. Item 13.10 Lumpsum rate for pigging to clean -0 to 50m Applies for 0-50m
2. Item 14.10 200m x per meter rate for pigging to clean 51m to Applies for 51 to 250m
250m
3 Item 15.10 420m x per meter rate for pigging to clean 251m to Applies for 251m to
1000m 670m

85
Item 15.20 mirrors all conditions in item 15.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines.

Item 15.30 mirrors all conditions in item 15.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines.

Item 15.40 mirrors all conditions in item 15.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines.

Item 15.50 mirrors all conditions in item 15.10 but requires CONTRACTOR to pig/clean 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 15.60 mirrors all conditions in item 15.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines in any Swamp location in Nigeria.

Item 15.70 mirrors all conditions in item 15.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines in any Swamp location in Nigeria.

Item 15.80 mirrors all conditions in item 15.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 16.0 (Additional resource for Pigging to clean pipeline (above 1000m) - All locations)
Item 16.10 is premised on the assumption that provision has already been made for all pig traps,
compressor(s), fuel, personnel, consumables, and every other resources required to be mobilized,
used and engaged in the completion of item 13.10 for two (2”) inch, three (3”) inch or four (4”) inch
diameter pipeline over a length not more than 50m has already been made. Consequently, item
16.10 provides for additional resources (consumables, personnel, fuel and any other resource, etc.)
required to extend the service in item 13.10 above 1000 meters. Item 16.10 can only be used if item
13.10, item 14.10 and item 15.10 are already used and the said line is longer than 1000 m.
CONTRACTOR is to be paid per kilometre for completing this activity

For example, scope/payment for pigging a 12” line installed on a swamp that is 1670m long would
be as follows:

s/n description units remark


1. Item 13.80 Lumpsum rate for pigging to clean -0 to 50m Applies for 0-50m
2. Item 14.80 200m x per meter rate for pigging to clean 51m to Applies for 51 to 250m
250m
3 Item 15.80 750m x per meter rate for pigging to clean 251m to Applies for 251m to
1000m 1000m
4 Item 16.80 0.67km x per km rate for pigging to clean above Applies for 0.67km
1000m

Item 16.20 mirrors all conditions in item 16.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines.

86
Item 16.30 mirrors all conditions in item 16.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines.

Item 16.40 mirrors all conditions in item 16.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines.

Item 16.50 mirrors all conditions in item 16.10 but requires CONTRACTOR to pig/clean 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 16.60 mirrors all conditions in item 16.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines in any Swamp location in Nigeria.

Item 16.70 mirrors all conditions in item 16.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines in any Swamp location in Nigeria.

Item 16.80 mirrors all conditions in item 16.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 17.0 (Hydrotesting of pipeline (0m – 50m) – All locations)


Item 17.10 requires CONTRACTOR to hydrotest two (2”) inch, three (3”) inch or four (4”) inch in
diameter which is less than or equal to fifty (50) meters long. The CONTRACTOR is required to repeat
the hydrotest until a satisfactory result is obtained and certified as acceptable by COMPANY. There is
no additional pay accruing to the CONTRACTOR for repeating the test due to an unsatisfactory, failed
or unacceptable test. COMPANY will advise the required pressure prior to commencement of the
hydrotest. All pumps, water, test header, pressure test recorder, chart, equipment, fuel, personnel,
consumables, and every other resource required to be mobilized, used and engaged in the
completion of this activity/ service is already included in the rate. CONTRACTOR is to be paid a
lumpsum rate for completing this activity.
For example, scope/payment for hydrotesting a 4” line that is 20m, 15m, 35m or 50m long would be
as follows:

s/n description units remark


1. Item 17.10 Lumpsum rate for hydrotesting 0 to 50m 0-50m

Item 17.20 mirrors all conditions in item 17.10 but requires CONTRACTOR to hydrotest six (6”) inch
lines.

Item 17.30 mirrors all conditions in item 17.10 but requires CONTRACTOR to hydrotest eight (8”)
inch lines.

Item 17.40 mirrors all conditions in item 17.10 but requires CONTRACTOR to hydrotest twelve (12”)
inch lines.

Item 17.50 mirrors all conditions in item 17.10 but requires CONTRACTOR to hydrotest 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

87
Item 17.60 mirrors all conditions in item 17.10 but requires CONTRACTOR to hydrotest six (6”) inch
lines in any Swamp location in Nigeria.

Item 17.70 mirrors all conditions in item 17.10 but requires CONTRACTOR to hydrotest eight (8”)
inch lines in any Swamp location in Nigeria.

Item 17.80 mirrors all conditions in item 17.10 but requires CONTRACTOR to hydrotest twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 18.0 (Additional resource for Hydrotesting of pipeline (51m to 250m) - All locations)

Item 18.10 is premised on the assumption that provision has already been made for all pumps,
water, test header, pressure test recorder, chart, equipment, fuel, personnel, consumables, and
every other resource required to be mobilized, used and engaged in the completion of item 17.10
for two (2”) inch, three (3”) inch or four (4”) inch diameter pipeline over a length not more than 50m
has already been made. Consequently, item 18.10 provides for additional resources (consumables,
personnel, fuel and any other resource, etc.) required to extend the service in item 17.10 from 51 m
to 250 meters. Item 18.10 can only be used if item 17.10 is already used and the said line is longer
than 50 m but less than or equal to 250m. CONTRACTOR is to be paid per meter for completing this
activity.

For example, scope/payment for hydrotesting a 4” line that is 165m long would be as follows:

s/n description units remark


1. Item 17.10 Lumpsum rate for hydrotesting - 0 to 50m Applies for 0-50m
2. Item 18.10 115m x per meter rate for hydrotesting - 51m to 250m Applies for 51 to 165m

Item 18.20 mirrors all conditions in item 18.10 but requires CONTRACTOR to hydrotest six (6”) inch
lines.

Item 18.30 mirrors all conditions in item 18.10 but requires CONTRACTOR to hydrotest eight (8”)
inch lines.

Item 18.40 mirrors all conditions in item 18.10 but requires CONTRACTOR to hydrotest twelve (12”)
inch lines.

Item 18.50 mirrors all conditions in item 18.10 but requires CONTRACTOR to hydrotest 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 18.60 mirrors all conditions in item 18.10 but requires CONTRACTOR to hydrotest six (6”) inch
lines in any Swamp location in Nigeria.

Item 18.70 mirrors all conditions in item 18.10 but requires CONTRACTOR to hydrotest eight (8”)
inch lines in any Swamp location in Nigeria.

Item 18.80 mirrors all conditions in item 18.10 but requires CONTRACTOR to hydrotest twelve (12”)
inch lines in any Swamp location in Nigeria.

88
Table 19.0 (Additional resource for Hydrotesting of pipeline (251m to 1000m) - All locations)
Item 19.10 is premised on the assumption that provision has already been made for all pumps,
water, test header, pressure test recorder, chart, equipment, fuel, personnel, consumables, and
every other resource required to be mobilized, used and engaged in the completion of item 17.10
for two (2”) inch, three (3”) inch or four (4”) inch diameter pipeline over a length not more than 50m
has already been made. Consequently, item 19.10 provides for additional resources (consumables,
personnel, fuel and any other resource) required to extend the service in item 17.10 from 250 m to
1000 meters. Item 19.10 can only be used if item 17.10 and item 18.10 are already used and the said
line is longer than 250 m but less than or equal to 1000m. CONTRACTOR is to be paid per meter for
completing this activity.

For example, scope/payment for hydrotesting a 4” line that is 725m long would be as follows:

s/n description units remark


1. Item 17.10 Lumpsum rate for hydrotesting - 0 to 50m 0-50m
2. Item 18.10 200m x per meter rate for hydrotesting - 51m to 250m 51 to 250m
3 Item 19.10 475m x per meter rate for hydrotesting -251 to 1000m 251m – 725m

Item 19.20 mirrors all conditions in item 19.10 but requires CONTRACTOR to hydrotest six (6”) inch
lines.

Item 19.30 mirrors all conditions in item 19.10 but requires CONTRACTOR to hydrotest eight (8”)
inch lines.

Item 19.40 mirrors all conditions in item 19.10 but requires CONTRACTOR to hydrotest twelve (12”)
inch lines.

Item 19.50 mirrors all conditions in item 19.10 but requires CONTRACTOR to hydrotest 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 19.60 mirrors all conditions in item 19.10 but requires CONTRACTOR to hydrotest six (6”) inch
lines in any Swamp location in Nigeria.

Item 19.70 mirrors all conditions in item 19.10 but requires CONTRACTOR to hydrotest eight (8”)
inch lines in any Swamp location in Nigeria.

Item 19.80 mirrors all conditions in item 19.10 but requires CONTRACTOR to hydrotest twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 20.0 (Additional resource for Hydrotesting of pipeline (above 1000m) - All locations)
Item 20.10 is premised on the assumption that provision has already been made for all pumps,
water, test header, pressure test recorder, chart, equipment, fuel, personnel, consumables, and
every other resource required to be mobilized, used and engaged in the completion of item 17.10
for two (2”) inch, three (3”) inch or four (4”) inch diameter pipeline over a length not more than 50m
has already been made. Consequently, item 20.10 provides for additional resources (consumables,
personnel, fuel and any other resource, etc.) required to extend the service in item 17.10 above

89
1000 meters. Item 20.10 can only be used if item 17.10, item 18.10 and item 19.10 are already used
and the said line is longer than 1000m. CONTRACTOR is to be paid per kilometre for completing this
activity.
For example, scope/payment for hydrotesting a 4” line that is 2965m long would be as follows:

s/n description units remark


1. Item 17.10 Lumpsum rate for hydrotesting - 0 to 50m 0-50m
2. Item 18.10 200m x per meter rate for hydrotesting - 51m to 250m 51 to 250m
3 Item 19.10 750m x per meter rate for hydrotesting -251 to 1000m 251m – 1000m
4 Item 20.10 1.965km x per km rate for hydrotesting -above 1000m 1001m – 2965m

Item 20.20 mirrors all conditions in item 20.10 but requires CONTRACTOR to hydrotest six (6”) inch
lines.

Item 20.30 mirrors all conditions in item 20.10 but requires CONTRACTOR to hydrotest eight (8”)
inch lines.

Item 20.40 mirrors all conditions in item 20.10 but requires CONTRACTOR to hydrotest twelve (12”)
inch lines.

Item 20.50 mirrors all conditions in item 20.10 but requires CONTRACTOR to hydrotest 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 20.60 mirrors all conditions in item 20.10 but requires CONTRACTOR to hydrotest six (6”) inch
lines in any Swamp location in Nigeria.

Item 20.70 mirrors all conditions in item 20.10 but requires CONTRACTOR to hydrotest eight (8”)
inch lines in any Swamp location in Nigeria.

Item 20.80 mirrors all conditions in item 20.10 but requires CONTRACTOR to hydrotest twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 21.0 (Pigging/ dewatering of pipeline (0m – 50m) – All locations)


Item 21.10 requires CONTRACTOR to pig/ dewatering two (2”) inch, three (3”) inch or four (4”) inch
diameter pipeline that is less than or equal to fifty (50) meters long after hydrotesting to remove all
traces of water inside the welded line. The CONTRACTOR is required to send as many pigs as
required into the line to completely remove all water in the line. There is no additional pay accruing
to the CONTRACTOR for sending additional pigs to clean the line. All pig traps, compressor(s), fuel,
personnel, consumables, and every other resource required to be mobilized, used and engaged in
the completion of this activity/ service is already included in the rate. CONTRACTOR is to be paid a
lump sum for completing this activity.
For example, scope/payment for pigging/dewatering a 4” line that is 15m, 25m, 36m or 50m long
would be as follows:

90
s/n description units remark
1. Item 21.10 Lumpsum rate for pigging/dewatering - 0 to 50m 0-50m

Item 21.20 mirrors all conditions in item 21.10 but requires CONTRACTOR to hydrotest six (6”) inch
lines.

Item 21.30 mirrors all conditions in item 21.10 but requires CONTRACTOR to hydrotest eight (8”)
inch lines.

Item 21.40 mirrors all conditions in item 21.10 but requires CONTRACTOR to hydrotest twelve (12”)
inch lines.

Item 21.50 mirrors all conditions in item 21.10 but requires CONTRACTOR to hydrotest 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 21.60 mirrors all conditions in item 21.10 but requires CONTRACTOR to hydrotest six (6”) inch
lines in any Swamp location in Nigeria.

Item 21.70 mirrors all conditions in item 21.10 but requires CONTRACTOR to hydrotest eight (8”)
inch lines in any Swamp location in Nigeria.

Item 21.80 mirrors all conditions in item 21.10 but requires CONTRACTOR to hydrotest twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 22.0 (Additional resource for Pigging/dewatering pipeline (51m to 250m) - All locations)
Item 22.10 is premised on the assumption that provision has already been made for all pig traps,
compressor(s), fuel, personnel, consumables, and every other resources required to be mobilized,
used and engaged in the completion of item 21.10 for two (2”) inch, three (3”) inch or four (4”) inch
diameter pipeline over a length not more than 50m has already been made. Consequently, item
22.10 provides for additional resources (consumables, personnel, fuel and any other resource, etc.)
required to extend the service in item 21.10 from 50 m to 250 meters. Item 22.10 can only be used if
item 21.10 is already used and the said line is longer than 50 m but less than or equal to 250m.
CONTRACTOR is to be paid per meter for completing this activity.
For example, scope/ payment for pigging/dewatering a 8” line that is 175m long would be as follows:

s/n description units remark


1. Item 21.30 Lumpsum rate for pigging/dewatering -0m to 50m Applies for 0-50m
2. Item 22.30 125m x per meter rate for pigging/dewatering -51m to Applies for 51 to 175m
250m

Item 22.20 mirrors all conditions in item 22.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines.

Item 22.30 mirrors all conditions in item 22.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines.

91
Item 22.40 mirrors all conditions in item 22.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines.

Item 22.50 mirrors all conditions in item 22.10 but requires CONTRACTOR to pig/clean 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 22.60 mirrors all conditions in item 22.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines in any Swamp location in Nigeria.

Item 22.70 mirrors all conditions in item 22.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines in any Swamp location in Nigeria.

Item 22.80 mirrors all conditions in item 22.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 23.0 (Additional resource for Pigging/dewatering pipeline (251m to 1000m) - All locations)
Item 23.10 is premised on the assumption that provision has already been made for all pig traps,
compressor(s), fuel, personnel, consumables, and every other resources required to be mobilized,
used and engaged in the completion of item 21.10 for two (2”) inch, three (3”) inch or four (4”) inch
diameter pipeline over a length not more than 50m has already been made. Consequently, item
23.10 provides for additional resources (consumables, personnel, fuel and any other resource, etc.)
required to extend the service in item 21.10 from 250 m to 1000 meters. Item 23.10 can only be
used if item 21.10 and item 22.10 are already used and the said line is longer than 250 m but less
than or equal to 1000m. CONTRACTOR is to be paid per meter for completing this activity.
For example, scope/ payment for pigging/dewatering a 4” line that is 840m long would be as follows:

s/n description units remark


1. Item 21.10 Lumpsum rate for pigging/dewatering -0m to 50m Applies for 0-50m
2. Item 22.10 200m x per meter rate for pigging/dewatering -51m to Applies for 51 to 250m
250m
3 Item 23.10 590m x per meter rate for pigging/dewatering - 251m to Applies for 251 to
1000m 840m

Item 23.20 mirrors all conditions in item 23.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines.

Item 23.30 mirrors all conditions in item 23.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines.

Item 23.40 mirrors all conditions in item 23.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines.

Item 23.50 mirrors all conditions in item 23.10 but requires CONTRACTOR to pig/clean 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

92
Item 23.60 mirrors all conditions in item 23.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines in any Swamp location in Nigeria.

Item 23.70 mirrors all conditions in item 23.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines in any Swamp location in Nigeria.

Item 23.80 mirrors all conditions in item 23.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 24.0 (Additional resource for Pigging/dewatering pipeline (above 1000m) - All locations)

Item 24.10 is premised on the assumption that provision has already been made for all pig traps,
compressor(s), fuel, personnel, consumables, and every other resources required to be mobilized,
used and engaged in the completion of item 21.10 for two (2”) inch, three (3”) inch or four (4”) inch
diameter pipeline over a length not more than 50m has already been made. Consequently, item
24.10 provides for additional resources (consumables, personnel, fuel and any other resource, etc.)
required to extend the service in item 21.10 above meters. Item 24.10 can only be used if item
21.10, item 22.10 and item 23.10 are already used and the said line is longer than 1000m.
CONTRACTOR is to be paid per kilometre for completing this activity.

For example, scope/ payment for pigging/dewatering a 6” line that is 7800m long would be as
follows:

s/n description units remark


1. Item 21.20 Lumpsum rate for pigging/dewatering -0m to 50m Applies for 0-50m
2. Item 22.20 200m x per meter rate for pigging/dewatering -51m to Applies for 51 to 250m
250m
3 Item 23.20 750m x per meter rate for pigging/dewatering - 251m to Applies for 251 to
1000m 1000m
4 Item 24.20 6.8km x per km rate for pigging/dewatering -above Applies from 1001m to
1000m 7800m

Item 24.20 mirrors all conditions in item 24.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines.

Item 24.30 mirrors all conditions in item 24.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines.

Item 24.40 mirrors all conditions in item 24.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines.

Item 24.50 mirrors all conditions in item 24.10 but requires CONTRACTOR to pig/clean 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 24.60 mirrors all conditions in item 24.10 but requires CONTRACTOR to pig/clean six (6”) inch
lines in any Swamp location in Nigeria.

93
Item 24.70 mirrors all conditions in item 24.10 but requires CONTRACTOR to pig/clean eight (8”) inch
lines in any Swamp location in Nigeria.

Item 24.80 mirrors all conditions in item 24.10 but requires CONTRACTOR to pig/clean twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 25.0 (Miscellaneous pipeline items 1 - All locations)


General comments for table 25.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 25.0. Only the stated lumpsum rates will be paid to
CONTRACTOR for performance of the activity or services listed in Table 25.0.

Table 26.0 (Miscellaneous pipeline items 2 - All locations)


General comments for table 26.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 26.0. Only the stated rates per meter will be paid to
CONTRACTOR for performance of the activity or services listed in Table 26.0.

Table 27.0 (Supply of Nitrogen to site 1 - All locations)


General comments for table 26.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 27.0. Only the stated rates per each item will be paid to
CONTRACTOR for performance of the activity or services listed in Table 27.0.

Despite the forgoing, CONTRCTOR may be paid for vehicles (4 x4 pickup truck or self-loader) for use
in conveying the nitrogen bottles or the Nitrogen crates to site if no other provision to use this
equipment had been made as part of the WORK or PO. COMPANY will make exclusive decision on
the use of transport.

Table 28.0 (Purging of pipeline - All locations)


General comments for table 28.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 28.0. Only the stated rates per meter will be paid to
CONTRACTOR for performance of the activity or services listed in Table 28.0.

94
COMPANY will only pay for fully purged lines.

Table 29.0 (Discrete items for Customer Stations work (generic CS) - All locations)
General comments for table 29.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 29.0. Only the stated lumpsum rates will be paid to
CONTRACTOR for performance of the activity or services listed in Table 29.0.

Table 30.0 (Consolidated lumpsum for Customer Stations work (generic CS) - All locations)
General comments for table 30.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 30.0. Only the stated consolidated lumpsum will be paid to
CONTRACTOR for performance of the activity or services listed in Table 30.0.

The consolidated lumpsum in Table 30.0 is the sum of all rates in Table 29.0.

Table 31.0 (Discrete items for Customer Stations work (Large Capacity CS) - All locations)
General comments for table 31.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 31.0. Only the stated lumpsum rates will be paid to
CONTRACTOR for performance of the activity or services listed in Table 31.0.

Table 32.0 (Consolidated lumpsum for Customer Stations work (Large Capacity CS) - All locations)
General comments for table 32.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 32.0. Only the stated consolidated lumpsum will be paid to
CONTRACTOR for performance of the activity or services listed in Table 32.0.

The consolidated lumpsum in Table 32.0 is the sum of all rates in Table 31.0.

Table 33.0 (Provision of additional pipeline Services - All locations)


General comments for table 33.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in

95
performing the items listed in Table 33.0. Only the stated lumpsum rates will be paid to
CONTRACTOR for performance of the activity or services listed in Table 33.0.

Table 34.0 (Backfilling of line pipes - 1.20m plus D using native earth)
Item 10.10 requires CONTRACTOR to backfill lowered pipe already in ditches with a 1.2m minimum
cover above buried pipe which could be two (2”) inch, three (3”) inch or four (4”) inch pipes along
the ROW for all land locations in Nigeria using the native earth previously removed in the location
during the excavation stage. It includes all resources, equipment, personnel, consumables, etc.
required to complete this activity. COMPANY will not accept additional cost from CONTRACTOR for
this activity/ service irrespective of the site condition, community disturbance or the absence of it,
weather, labour/ union activity, etc. CONTRACTOR is paid per meter of backfilled line.
Item 34.20 mirrors all conditions in item 34.10 but requires CONTRACTOR to backfill six (6”) inch
lines.

Item 34.30 mirrors all conditions in item 34.10 but requires CONTRACTOR to backfill eight (8”) inch
lines.

Item 34.40 mirrors all conditions in item 34.10 but requires CONTRACTOR to backfill twelve (12”)
inch lines.

Item 34.50 mirrors all conditions in item 34.10 but requires CONTRACTOR to backfill 2”, 3” or 4” lines
in Swamp locations in Nigeria.

Item 34.60 mirrors all conditions in item 34.10 but requires CONTRACTOR to backfill six (6”) inch
lines in any Swamp location in Nigeria.

Item 34.70 mirrors all conditions in item 34.10 but requires CONTRACTOR to backfill eight (8”) inch
lines in any Swamp location in Nigeria.

Item 34.80 mirrors all conditions in item 34.10 but requires CONTRACTOR to string twelve (12”) inch
lines in any Swamp location in Nigeria.

Table 35.0 (Backfilling of line pipes - 1.20m plus D using river sand)
Item 35.10 requires CONTRACTOR to backfill lowered pipe already in ditches with a 1.0m minimum
cover above buried pipe which could be two (2”) inch, three (3”) inch or four (4”) inch pipes along
the ROW for all land locations in Nigeria using river sand. The river sand would have to be brought
to site and placed on the ditch by the CONTRACTOR. It includes all resources, equipment, personnel,
consumables, etc. required to complete this activity. COMPANY will not accept additional cost from
CONTRACTOR for this activity/ service irrespective of the site condition, community disturbance or
the absence of it, weather, labour/ union activity, etc. CONTRACTOR is paid per meter of backfilled
line.
Item 35.20 mirrors all conditions in item 35.10 but requires CONTRACTOR to backfill six (6”) inch
lines.

96
Item 35.30 mirrors all conditions in item 35.10 but requires CONTRACTOR to backfill eight (8”) inch
lines.

Item 35.40 mirrors all conditions in item 35.10 but requires CONTRACTOR to backfill twelve (12”)
inch lines.

Item 35.50 mirrors all conditions in item 35.10 but requires CONTRACTOR to backfill 2”, 3” or 4”
pipes in Swamp locations in Nigeria.

Item 35.60 mirrors all conditions in item 35.10 but requires CONTRACTOR to backfill six (6”) inch
lines in any Swamp location in Nigeria.

Item 35.70 mirrors all conditions in item 35.10 but requires CONTRACTOR to backfill eight (8”) inch
lines in any Swamp location in Nigeria.

Item 35.80 mirrors all conditions in item 35.10 but requires CONTRACTOR to backfill twelve (12”)
inch lines in any Swamp location in Nigeria.

Table 36.0 (Provision of additional services - All locations)


General comments for table 36.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 36.0. Payment for provision of items in Table 36.0 will be based
on what the CONTRACTOR expended in providing the service plus an additional percentage of the
cost incurred. Only the stated cost expended by the CONTRACTOR plus the stated percentage of
the cost will be paid to CONTRACTOR for performance of the activity or services listed in Table 36.0.

For example, if CONTRACTOR spend NGN100 (all-inclusive cost) for delivering an item procured
overseas to COMPANY Lagos office, the contractor is entitled to receive N100 plus NGN100 x
percentage in item 36.30 (overseas procurement)
COMPANY will only pay for items with valid receipts. No receipts no pay

Table 37.0 (Miscellaneous pipeline items 1 - All locations)


General comments for table 37.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 37.0. Only the stated lumpsum rates will be paid to
CONTRACTOR for performance of the activity or services listed in Table 37.0.
Item 37.10 is applicable to all pipeline construction activities once per year per Asset team.
COMPANY has two asset teams; namely, the Agbara/Ota Asset team and the ABA/PH Asset team.
CONTRACTOR may be paid for mobilizing for work in the Agbara/Ota Asset team and still be paid
same in ABA/PH Asset team provided the CONTRACTOR maintenance presence and has worked on
both Asset teams within the period. Item 37.10 also enables CONTRACTOR to maintain emergency
readiness throughout the year in the Asset Team where the CONTRACTOR is mobilized to work.

97
Item 37.20 is applicable when CONTRACTOR is required to respond to a pipeline emergency. This
requires a rapid onsite presence of the CONTRACTOR to arrest, prevent or mitigate negative or
adverse condition which is affecting or stopping the normal pipeline operations from continuing.
Pipeline emergency may likely pose Health, Safety and Environmental threats. CONTRACTOR is
required to mobilize to site and commence work intended to restore normal pipeline operations
within 24hrs at the most after receiving a request to do so from COMPANY rep. A telephone call/
email from COMPANY nominated rep to CONTRACTOR reps is enough to mobilized CONTRACTOR
and commit COMPANY to pay for the service.
Item 37.30 mirrors all conditions in item 37.20 but requires CONTRACTOR to install a clamp on the
leaking pipeline section.

Item 37.40 requires CONTRACTOR to mobilize all material, labour/ personnel, activity, procurement,
fuel, equipment, tools, all consumables, and every other resource required to be mobilized, used
and or engaged to enable the CONTRACTOR install a pipeline across a River anywhere in Nigeria.
Item 37.50 mirrors all conditions in item 37.10 but requires CONTRACTOR to work on Swamp
environment.

Item 37.60 mirrors all conditions in item 37.20 but requires CONTRACTOR to work on Swamp
environment.

Item 37.70 mirrors all conditions in item 37.30 but requires CONTRACTOR to work on Swamp
environment.

Item 37.80 enables CONTRACTOR to mobilize for Customer Station Installation at any nominated
site. It is not applicable for removing of CS or returning CS to a site where a CS had been installed. It
is only applicable for installation of new CS on a new site. This item includes all equipment,
personnel, HSSE provisions to enable CONTRACTOR meet requirements of COMPANY HSSE
requirements. This item is paid per site.

Table 38.0 (Clamping - All locations)


General comments for table 38.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 38.0. Only the stated lumpsum rates per clamp will be paid to
CONTRACTOR for performance of the activity or services listed in Table 38.0.

Table 39.0 (Full encirclement sleeve repair - All locations)


General comments for table 39.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 39.0. Only the stated lumpsum rates per sleeve will be paid to
CONTRACTOR for performance of the activity or services listed in Table 39.0.

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Table 40.0 (Mechanical works - All locations)
General comments for table 40.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. Consequently,
CONTRACTOR will not be paid separately or additionally for providing the above requirements in
performing the items listed in Table 40.0. Only the stated lumpsum rates will be paid to
CONTRACTOR for performance of the activity or services listed in Table 40.0.

Table 41.0 (Personnel rates for Adhoc work (per day) 1 - All locations)
General comments for table 41.0: All items include all material, labour/ personnel, activity,
procurement, fuel, equipment, tools, all consumables, and every other resource required to be
mobilized, used and or engaged in the completion of the said activity/ service. CONTRACTOR cannot
separately claim accommodation, leave, salary, healthcare benefits, retirement benefits or any other
cost associated with hiring the personnel required for the said service as these are already included.
Consequently, CONTRACTOR will not be paid separately or additionally for providing the above
requirements in performing the items listed in Table 41.0. Only the stated lumpsum rates per day
will be paid to CONTRACTOR for performance of the activity or services listed in Table 41.0.

Table 42.0 (Equipment rates for Adhoc work (per day) 1 - All locations)
General comments for table 41.0: All items include all material, labour/ personnel, activity,
servicing, maintenance, hiring, procurement, fuel, equipment, tools, all consumables, and every
other resource or service required to be mobilized, used and or engaged in the use of the said
equipment for performance of the required service. CONTRACTOR cannot separately claim any
expense, costs, etc. for use of the required equipment or any other cost associated with hiring,
mobilizing, demobilizing the required equipment or for the performance of the WORK or PO as these
are already.

Consequently, CONTRACTOR will not be paid separately or additionally for providing the above
requirements in performing the items listed in Table 42.0. Only the stated lumpsum rates per day
will be paid to CONTRACTOR for performance of the activity or services listed in Table 42.0.

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SECTION V – SCHEDULE OF PRICES
[**User Note: Include Schedule of Prices here]

100
SECTION VI – INSURANCE REQUIREMENTS

1 TYPES AND AMOUNTS OF INSURANCE TO BE PROVIDED BY CONTRACTOR:


1.1 Employer’s Liability and Worker's Compensation Insurance

(a) CONTRACTOR will arrange employer’s liability coverage for personal injury to or death of
employees of CONTRACTOR, who are engaged in the performance of SCOPE, to the minimum
limit required by any applicable legislation, including extended cover (where required) for
working offshore, but in any case, in an amount not less than USD $1,000,000 per occurrence.

(b) CONTRACTOR will arrange worker’s compensation only where required in the jurisdiction in
which SCOPE is to be supplied or where required in the locale where CONTRACTOR
PERSONNEL are employed.
1.2 General Third Party Liability Insurance
CONTRACTOR will arrange third party liability insurance, including coverage for sudden and
accidental pollution and contractual liability, for any incident or series of incidents covering
the operations of CONTRACTOR in the performance of the CONTRACT, in an amount not less
than USD $5,000,000 per occurrence.
1.3 Third Party and Passenger Liability Insurance
CONTRACTOR will arrange third party and passenger liability insurance as may be required by
applicable law or similar regulation in the countries of use for motor vehicles used by
CONTRACTOR in connection with the execution of SCOPE, in an amount not less than USD
$1,000,000 per occurrence.
1.4 Marine Insurance

(a) If any of SCOPE supplied under the CONTRACT involves the provision of vessels by
CONTRACTOR or is performed on or over navigable waters, CONTRACTOR will require the
owner or operator of those vessels to arrange the following additional insurances:
(i) marine hull and machinery (“H&M”) or property insurance, including war risk coverage
and, to the extent not provided below, collision liability in respect of all vessels used by
CONTRACTOR GROUP in the performance of SCOPE in an amount not less than the full
value of all vessels, craft, or floating equipment owned or hired by CONTRACTOR
GROUP; and
(ii) protection and indemnity (“P&I”) liability insurance for each vessel used in the
performance of SCOPE including, but not limited to, coverage for injuries to or death of
masters, mates, and crews, wreck and debris removal, collision and (if applicable)
tower’s liabilities not covered under the H&M insurance, third party injury, and
property damage liability, excess collision liabilities, and pollution liabilities.

(b) The policy limit for this insurance must be not less than the following United States dollars per
occurrence limits:

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type/category of vessel/watercraft minimum limits minimum limits
outside US for US operations
standard limits for USD $50,000,000 USD $150,000,000
vessels/watercraft, except as
otherwise noted below
drilling vessels, heavy lift vessels, and USD $250,000,000 USD $ 500,000,000
pipe laying vessels
other vessels/rigs classified as
mobile offshore units and not falling
into one of the other categories
vessels not engaged in the service of USD $20,000,000 USD $50,000,000
tankers, offshore oil rigs, service or
installation of pipelines and single
point mooring buoys
small craft (< 1000 gt) or inland craft USD $10,000,000 USD $20,000,000
(rivers and littoral areas), which are
not engaged in the service of tankers,
offshore oil rigs, service or installation
of pipelines and single point mooring
buoys

(c) Vessels involved in specialised operations within the meaning of the P&I Club rules will carry a
limit of not less than USD $100,000,000 for such special operations to cover loss or damage to
third party installations.
1.5 Aircraft Liability Insurance
If any of SCOPE supplied under the CONTRACT involves the provision of aircraft by
CONTRACTOR, or aircraft is used by CONTRACTOR GROUP in connection with the execution of
SCOPE, CONTRACTOR will arrange or require its SUBCONTRACTORS to arrange aircraft liability
insurance with a minimum limit of USD $150,000,000 per occurrence, unlimited as to the
number of occurrences.
1.6 Additional Insurance Requirements
CONTRACTOR will arrange such further insurance as may be required under APPLICABLE
LAWS.

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SECTION VII – HSSE REQUIREMENTS

PART A

PURPOSE
This Section is intended to provide both mandatory HSSE requirements which CONTRACTOR
GROUP must comply with in execution of SCOPE and minimum required elements for the
management of HSSE risks.
In setting out requirements, COMPANY GROUP assumes no liability for CONTRACTOR’s HSSE
responsibilities.

ADDITIONAL DEFINED TERMS


Where used in this Section, the following capitalised words and expressions will have the
following meanings. Other capitalized words in this Section have the meaning given to them in
the DEFINITIONS AND INTERPRETATION Section of the CONTRACT.
ALARP (As Low As Reasonably Practicable) meaning such level of reduction of risk
where the cost and effort of further reduction measures becomes unreasonably
disproportionate to the additional risk reduction obtained.

CONTRACT HSSE PLAN a document prepared by CONTRACTOR which describes the HSSE activities for
each phase of the SCOPE which are necessary to meet the HSSE STANDARDS.
The document will address HSSE risk management, associated controls,
personnel competence , personnel with performance assessments, and
continuous improvement initiative.
EMERGENCY RESPONSE The activity of mitigating the consequences of an INCIDENT and facilitating the
return to normal operations.
HAZARD an agent with the potential to cause harm to people, damage to assets, or an
impact on the environment or community.
HIGH POTENTIAL INCIDENT an INCIDENT which has a consequence with a severity rating to people, the
environment, assets or reputation of 4 or 5 on COMPANY Risk Assessment
Matrix (RAM). A HIGH POTENTIAL INCIDENT can result in injury or illness to
people or damage to assets, the environment or COMPANY GROUP’s
reputation, or it can be a near miss.
HSSE CRITICAL ACTIVITY an activity necessary for the development, implementation or maintenance of a
Barrier established for managing Hazards with COMPANY RAM red risks or
yellow 5A or 5B risks.
HSSE CRITICAL ROLE a job that can impact significantly on the execution of an HSSE critical activity at
the front line operational or planning/supervisory level.
HSSE-MS (HSSE Management System) meaning a documented system comprising the
structure, practices, procedures, processes, resources and responsibilities that a
business does to manage and meet its HSSE objectives.
INCIDENT an unplanned event or chains of events that result or could result, as in the case
of near misses, in injury or illness to people or damage to assets, the
environment or reputation.

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PERMIT TO WORK (PTW) a written system used to control and approve work and to communicate work
requirements. It identifies the individuals who are responsible for specifying
controls, verifying conditions at the work site authorising the work, and records
by signature their understanding of these controls and duties.
SIGNIFICANT INCIDENT an INCIDENT that has a consequence with a severity rating to people, the
environment, assets or reputation of 4 or 5 on COMPANY Risk Assessment
Matrix (RAM).

COMPLIANCE WITH COMPANY GROUP WORKSITE REQUIREMENTS


In connection with performance of the CONTRACT, CONTRACTOR will adhere to the following
requirements:

CONTRACTOR in performing SCOPE will conduct all activities in accordance with the COMPANY HSSE-
MS, the elements of which are further detailed below.

Where CONTRACTOR identifies that there are risks associated with SCOPE which are not covered by
the HSSE STANDARDS, or where CONTRACTOR concludes the HSSE STANDARDS may be
inadequate, CONTRACTOR will immediately notify COMPANY. CONTRACTOR will thereafter
diligently work with COMPANY to agree on additional or revised HSSE STANDARDS prior to
proceeding with the relevant part of the SCOPE.

HSSE MANAGEMENT SYSTEM (HSSE-MS)


CONTRACTOR’s Obligation for an HSSE-MS

CONTRACTOR will effectively implement the HSSE-MS provided by COMPANY. At COMPANY’s


request, and without limiting CONTRACTOR’s obligations, CONTRACTOR will provide to
COMPANY information documenting CONTRACTOR’s implementation of the HSSE-MS for
review by COMPANY.

COMPANY has the right to verify the overall effectiveness of the HSSE-MS in place, including
interfaces with SUBCONTRACTORS.

CONTRACTOR will reasonably cooperate with COMPANY where required to assure that where the
HSSE-MS is certified by a recognised body, it remains in place during the entirety of the
performance of the SCOPE.
General HSSE requirements to be implemented from the HSSE-MS

CONTRACTOR will at all times demonstrate its commitment to HSSE and will ensure that all
managerial and senior supervisory personnel of CONTRACTOR GROUP:
be mindful of HSSE risks
demonstrate visible HSSE leadership through communication, worksite visits, participation in
HSSE activities, HSSE interventions, and feedback
motivate, coach, and develop personnel in effective HSSE management; and
hold individuals accountable to comply with HSSE STANDARDS and CONTRACTOR’s own
manuals, standards, rules and procedures.

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CONTRACTOR will establish and maintain the resources needed, including people, equipment,
materials, information, and time, to implement COMPANY HSSE-MS and comply with
APPLICABLE LAWS.
CONTRACTOR will identify HSSE CRITICAL ROLES, accompanying competence requirements
and related assurance requirements. These will be subject to approval by COMPANY
prior to the start of performance of SCOPE.
CONTRACTOR will implement a competency assurance process that assures that all
CONTRACTOR PERSONNEL have and maintain the HSSE competencies necessary to
perform activities supporting performance of the CONTRACT.
CONTRACTOR will have a training programme for CONTRACTOR PERSONNEL that supports the
management of the HSSE Risks of the CONTRACT.

CONTRACTOR will continuously manage the HSSE risks associated with the SCOPE by means of a
structured methodology following internationally recognised practices in line with HSSE
STANDARDS. The risk management activities will demonstrate that HAZARDS (and associated
risks) are identified and where the HAZARD cannot be eliminated, the risks are managed to
ALARP.
CONTRACTOR’s risk management activities will include:
development of a list of all activities that will be used as a basis to determine the scope
of reviews;
development of a list of the HSSE HAZARDS of each identified activity;
the assessment of the risk associated with the each identified activity in SCOPE, and
applying the COMPANY risk assessment matrix (RAM);
a description of how each HAZARD will be controlled and the need for specific job
hazard analysis when the normal procedures and controls are expected to be
inadequate;
implementation of risk reduction measures to control or mitigate the HAZARD and its
effects; and
planning for recovery in the event of a loss of control leading to an unacceptable effect.

CONTRACTOR will comply with:


COMPANY PERMIT TO WORK process to manage the risks of hazardous work;
COMPANY’s Management of Change procedures; and
COMPANY EMERGENCY RESPONSE plans, including those for medical emergencies and spills
or releases to the environment to maintain preparedness.

CONTRACTOR will ensure it has a fully implemented fitness to work process that assures that all
CONTRACTOR PERSONNEL engaged in supply of SCOPE are medically and physically fit to
perform work within SCOPE.

CONTRACTOR will provide and maintain safe and healthy working conditions for all CONTRACTOR
PERSONNEL. Tools or equipment that the CONTRACTOR plans to use must be suitable and safe
to use for SCOPE..

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CONTRACTOR will report HSSE performance that meets the performance and monitoring
requirements as communicated from time to time by COMPANY, including leading and lagging
key performance indicators (“KPIs”) as agreed between COMPANY and CONTRACTOR.

CONTRACTOR will take corrective action to improve HSSE performance that does not meet the KPIs
agreed between CONTRACTOR and COMPANY.

CONTRACTOR will report all incidents, including near misses, to COMPANY.

CONTRACTOR will comply with COMPANY’s reporting requirements regarding INCIDENTS associated
with the SCOPE and cooperate in all cases where COMPANY determines to investigate the
INCIDENT.

CONTRACTOR PERSONNEL will, at the request of COMPANY, attend and contribute to COMPANY's
INCIDENT investigation in a manner prescribed by COMPANY.

COMPANY may recommend and communicate corrective action arising from an INCIDENT
investigation to CONTRACTOR and CONTRACTOR will be solely responsible to ensure that all
recommended actions are taken.

CONTRACTOR will periodically perform self-audits, reviews and inspections to determine the
effectiveness of the HSSE-MS and various HSSE programs and initiatives. CONTRACTOR will
also perform audits, reviews, and inspections on its SUBCONTRACTORS. CONTRACTOR will
implement areas of improvement arising from CONTRACTOR audits.

COMPANY will have the right to review CONTRACTOR’s compliance with the HSSE STANDARDS on a
scheduled basis. These reviews may take place prior to commencement of the SCOPE, during
its execution (e.g. at the conclusion of certain major milestones), and at completion of the
SCOPE. The inspections may entail WORKSITE visits, document reviews, and CONTRACTOR
PERSONNEL interviews.
For implementation, monitoring and closure of action items from such audit findings:
CONTRACTOR will ensure that responses to non-compliance findings and areas of
improvement from its own and COMPANY audits, inspections, and reviews are
documented. CONTRACTOR will implement all recommendations from such
audits, inspections, and reviews within time scales mutually agreed between
COMPANY and CONTRACTOR.
CONTRACTOR will develop and maintain an action tracking register for all
recommendations resulting from both CONTRACTOR and COMPANY audit
activities. The status of all actions in the action tracking register will be monitored
and reported as part of the monthly reporting cycle. The resolution of each
recommendation will be documented in the action tracking register.

SUBCONTRACTOR MANAGEMENT REQUIREMENTS


Where CONTRACTOR has received approval from COMPANY to SUBCONTRACT portions of the
SCOPE, and without limiting CONTRACTOR liability, CONTRACTOR will have a documented
process for the selection and management of SUBCONTRACTORS that ensures that any
SUBCONTRACTOR engaged to perform any portion of the SCOPE complies with HSSE
STANDARDS.

CONTRACT HSSE PLAN

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Requirements for CONTRACT HSSE PLAN
CONTRACTOR will submit the CONTRACT HSSE PLAN, applicable to the SCOPE, to COMPANY
for approval, if and when requested by COMPANY. The CONTRACT HSSE PLAN, at a minimum,
will include:
full incorporation of COMPANY’s Life-Saving Rules;
specification of the controls the CONTRACTOR will use to manage the HSSE Risks of SCOPE;
a monitoring and reporting plan, regularly reviewed with the COMPANY, that enables the
COMPANY to verify the implementation of the HSSE STANDARDS and CONTRACT HSSE
PLAN and ensure they are effective at managing the risks;
a process to identify and mitigate performance gaps against the CONTRACT HSSE PLAN with
COMPANY agreement on gap closure plans;
a list of HSSE CRITICAL ROLES associated with the SCOPE and the competencies of
CONTRACTOR PERSONNEL assigned to those roles;
a process to identify and regularly review with the COMPANY any agreed leading and lagging
HSSE key performance indicators (KPIs) and any other management data required to be
collected in performance of the SCOPE;
a schedule of all HSSE meetings together with typical agenda and participants;
(a detailed plan of CONTRACTOR's proposed HSSE activities during the SCOPE including those
activities intended to support any leading KPIs agreed upon; and
a schedule of monitoring activities and HSSE audits that may be undertaken by CONTRACTOR
in performance of the SCOPE.
CONTRACTOR responsibilities for CONTRACT HSSE PLAN

CONTRACTOR will revise the CONTRACT HSSE PLAN as and when required, including upon addition
of any SCOPE not covered by the original CONTRACT HSSE PLAN. If at any time the CONTRACT
HSSE PLAN is considered by either COMPANY or CONTRACTOR to be inadequate in practice,
CONTRACTOR will revise the CONTRACT HSSE PLAN accordingly. All revisions to the CONTRACT
HSSE PLAN must be approved by COMPANY prior to implementation.

CONTRACTOR is solely responsible for implementing the CONTRACT HSSE PLAN, communicating its
relevant parts, including subsequent revisions, to CONTRACTOR PERSONNEL and requiring
CONTRACTOR PERSONNEL to comply with the CONTRACT HSSE PLAN.

CONTRACTOR will include SUBCONTRACTOR activities in the CONTRACT HSSE PLAN.

PART B
[**Drafting Note: Please delete “Part B” above if no Part B clauses are required]

Safe Isolation – Lock Out Tag Out

107
CONTRACTOR will protect people from energy and hazardous substances by isolating equipment,
locking movable isolation devices, and placing a tag at each point of isolation.

CONTRACTOR will establish and maintain isolation and lock out tag out procedures that specify:
the authorised persons for isolating, locking out and tagging out equipment;
the types of work that need to be managed by lock out and tag out and the methods of
isolation;
how to place and remove locks and tags at each point of isolation and how to manage locks
and keys;
the additional controls required and how to use tags on valves instead of locks downstream of
unit (battery limit) isolation blinds;
the additional controls to maintain an equivalent level of protection when the person who
placed a lock or tag is not available to remove it; and
the tests to prove that isolation is complete.

CONTRACTOR will, for work not classified as short duration work, apply the following hierarchy of
control for isolation:
remove equipment from HAZARDS, or create an air gap or physical break to prevent the
HAZARD from affecting people;
isolate equipment from HAZARDS using a solid physical barrier. Blinding is the minimum
isolation requirement for confined space entry and for work covered by the
requirements in the Hot Work provision, of the HSSE STANDARDS; and
move to the safe position and lock movable devices, electrical circuit breakers, and valves that
isolate HAZARDS.

When applying the hierarchy of control from the previous paragraph to isolate electrical equipment,
CONTRACTOR will verify that electrical back-feed is not possible. When applying the hierarchy
of control from the previous paragraph for valves, two valves must be closed and a drain
opened between them (double block and bleed), or if a single valve is used, verify that it
provides isolation, and provide at least one additional control (such as personal protective
equipment). Where the single valve is the barrier to an acute toxic substance, a pressure
greater than four bar, a material above its flash point or a material above 60°C (Celsius), this
method of control can only be used to install a blind.

For work not classified as short duration work and where all the elements in the hierarchy of control
cannot be applied, CONTRACTOR will:
include a requirement to undertake a risk assessment to identify alternative controls;
after a risk assessment is in place, approve any variance from the hierarchy of control or
delegate the authority for approval of the variance.
when delegating the authority to approve a variance, verify that the delegate obtains
additional approval of another independent, authorised person.
approve single-valve process isolations only when it is proven that the system is de-
pressurized prior to intrusive work being performed (zero energy check).

Before executing short duration work, CONTRACTOR will verify that a:


zero-energy check has been performed and a zero energy condition is confirmed;

108
single operating and/or maintenance team is involved (i.e. no handover or shift change to a
new team is involved, and the WORKSITE is not left unattended) while the system is
isolated; and
documented and approved risk assessment shows single valve process isolation to be a safe
alternative to full application of the hierarchy of control.

For all work covered by Safe Isolation Lock Out Tag Out, CONTRACTOR will apply a PERMIT TO WORK
and an isolation list to manage work and to identify every point where locks and tags are to be
applied.

CONTRACTOR will manage isolation, placement, and removal of locks and tags by:
shutting down equipment and removing or draining any reserve of stored energy;
isolating equipment from HAZARDS by either disconnecting equipment or installing or
operating isolation devices as close as possible to the equipment being worked on;
installing blinds or placing locks and completed tags at isolation points to make it clear to
anyone who wants to use or work on the equipment that it is isolated;
using locks and tags that are readily identifiable as being used only for isolation, identifying
the person who placed the lock and tag and the time the tag was placed, and ensuring
the locks and tags are weatherproof and secure enough to prevent unauthorised or
inadvertent removal;
verifying that all isolation valves remain in full sight and are under the exclusive management
of the team installing the blinds when using isolation tags without locks to install blinds.
verifying that the equipment is properly isolated and that no stored energy or HAZARDS
remain;
when the work is complete, telling affected people about the plans to remove isolation and
put equipment back in service;
verifying that each person removes their individual lock, and the individuals authorised
remove the tags following an agreed plan; and
telling affected people what equipment has been put back in service.

CONTRACTOR will ensure that CONTRACTOR PERSONNEL engaged in Safe Isolation - Lock Out Tag
Out:
always retain keys used for isolation in their sole possession unless otherwise required by a
group lock out tag out procedure;
do not remove a lock or tag placed by someone else unless authorised to do so by the Lock
Out Tag Out procedure;
do not operate or energise a device that is locked or tagged;
advise the person named on the tag, or the supervisor, of any tag that has fallen off, or has
been misplaced; and
remove and return tags as specified by the Lock Out Tag Out procedure.

Personal Protective Equipment

CONTRACTOR will apply the following hierarchy of control to manage personal protective equipment
use:

109
eliminate the HAZARD or exposure;
substitute materials or equipment to reduce the hazard or exposure;
use engineering control of the HAZARD or exposure;
use procedural control of the HAZARD or exposure; and
use personal protective equipment.

CONTRACTOR will verify that personal protective equipment remains effective when the HAZARD,
exposure, or controls change.

CONRACTOR will establish and maintain a procedure to manage the use of personal protective
equipment. In particular, CONTRACTOR will:
document the arrangements for people to have fitness evaluation prior to the use of
respiratory protection in line with the requirements in the Fitness To Work provision, as
set out in the CONTRACT, or if not set out in the CONTRACT, as required by COMPANY;
and
specify:
where and when personal protective equipment must be used;
the types of personal protective equipment to be used;
methods for making people aware of when and where personal protective equipment
must be used;
how people are fitted for personal protective equipment;
how people are trained to put on and use personal protective equipment and trained in
the limitations of its use; and
how to issue, inspect, maintain, store, and replace personal protective equipment.

Lifting and Hoisting

CONTRACTOR will establish competence assurance for people in HSSE CRITICAL POSITIONS who
supervise or perform lifting and hoisting operations and who inspect and maintain lifting
equipment.

CONTRACTOR will apply procedures that are approved by a COMPANY subject matter expert for
lifting and hoisting, which must include the following:
for routine lifts, develop general lifting procedures that identify and control the HAZARDS;
for all non-routine lifts, assign the authorised person for the lifting and hoisting operation, and
the individual in charge of the lift;
for non-routine simple lifts, conduct a specific job hazard analysis to define the lift plan, assess
site factors to define logistics, crane stability, and radius of operation, and assess load
factors to define load integrity and stability; and
for non-routine complex lifts, appoint a CONTRACTOR subject matter expert for lifting and
hoisting to establish the lifting plan, assess site factors to define logistics, crane stability,
and radius of operation, assess load factors to define load integrity and stability, provide
the requirements for lifting of personnel, and provide the requirements for performing
blind lifts.

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CONTRACTOR will ensure that equipment to be used for lifting and hoisting is:
inspected and maintained in line with the manufacturer’s recommendations;
certified; and
used only for its intended purpose and within its designed operating limits.

CONTRACTOR will manage non-routine lifting and hoisting in line with the issued PERMIT TO WORK
for the specific activity.

CONTRACTOR will check the lifting and hoisting equipment before all lifts and confirm that:
equipment is suitable for its intended purpose; and
safety devices are installed and operational.

CONTRACTOR will confirm that required controls are in place and the lift is carried out as per the
applicable lift procedure.

CONTRACTOR will keep people clear of overhead loads and areas of potential impact.

CONTRACTOR will assign a flagman when moving cranes near overhead electrical lines, reversing, or
manoeuvring in an area with plant, machinery, or personnel.

Ionising Radiation

CONTRACTOR will apply the following hierarchy of control for work with sealed and unsealed
radioactive sources and generation devices:
use alternative non-radioactive applications where practicable;
minimise the strength of sources and energy from devices selected for use; and
minimise the time that sources are on the location and remove when not in use.

CONTRACTOR will appoint an individual (e.g. a radiation protection officer) at the WORKSITE who is
competent in radiation matters to be responsible for establishing and maintaining detailed
radiation procedures (Radiation Procedures) which include:
protective measures to keep exposures below dose limits.
provision of a secure, lockable source store with managed access to keys.
a system to identify, track and record details of all sources on the location; and.
methods to minimise radioactive waste generated.

The radiation procedures for work with Naturally Occurring Radioactive Material (“NORM”), the
procedures will include the following:
methods to minimise NORM generated, such as scale inhibition, and to move work with
NORM to specialist premises where practicable;
methods to identify locations, areas of plant and equipment that may be contaminated with
NORM;
testing of potentially contaminated equipment for NORM before work begins and when
potentially contaminated surfaces become accessible;
protective measures when handling NORM or NORM-contaminated equipment;

111
methods to minimise environmental impact of disposal routes; and
a system to record locations and activities of NORM encountered, names of staff involved in
work with NORM, and amounts, activities, and disposal routes of NORM disposed.

Hot Work

CONTRACTOR will apply the following hierarchy of controls:


carry out the work outside the classified area when the classified area is free of flammable
materials;
eliminate ignition sources by selecting alternative work methods or equipment; and
implement controls to avoid co-existence of flammable materials and ignition sources during
Hot Work.

CONTRACTOR will inspect, and maintain equipment to be used as a control for Hot Work in classified
areas.

CONTRACTOR will manage Hot Work through PERMIT TO WORK requirements.

CONTRACTOR will:
confirm that equipment that could contain flammable materials is gas free and isolated in line
with the requirements of the Safe Isolation - Lock Out Tag Out provision of the HSSE
STANDARDS before the work begins;
inspect the work area and adjacent areas, and clear them of flammable materials and
combustible materials; and
have an authorised person for gas testing establish that the work area and adjacent areas are
free of flammable materials.

CONTRACTOR will test the atmosphere frequently enough to establish that the area remains free of
flammable materials.
CONTRACTOR will stop the work and investigate any exceedance of flammable gas limits; and
take corrective action before restarting work.

CONTRACTOR will, when required by the PERMIT TO WORK, maintain a fire watch who is in direct
communication with CONTRACTOR PERSONNEL performing the Hot Work.

Electrical Safety

CONTRACTOR will use only authorised persons to work on electrical equipment in line with the
qualification and authorisation process within the agreed upon electrical safety rules.

CONTRACTOR will use equipment or work instructions that manage ignition sources caused by
electrical equipment or static electricity in classified areas by:
managing the selection, installation and inspection/maintenance of electrical equipment in
classified areas; and
using equipment and work practices that manage static electricity.

CONTRACTOR will manage work on or near electrical equipment and provide safe isolation through
the following:

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provide PERMIT TO WORK for electrical work that could expose CONTRACTOR PERSONNEL to
harmful electrical energy as specified by the electrical safety rules;
de-energise and isolate equipment as required in the Safe Isolation - Lock Out, Tag Out
provision, as set out in the CONTRACT, or if not set out in the CONTRACT, as required by
COMPANY;
verify that there is no voltage and, when required, using earthing, physical barriers, protective
equipment, special tools, or other controls to prevent harm to personnel when it is not
possible to de-energise equipment;
obtain signed authorisation from an authorised person designated by the electrical safety
rules for switching, testing, and working on electrical equipment; and
control work, equipment near underground and overhead electrical HAZARDs to prevent
contact with energised lines or equipment.

CONTRACTOR will control electrical work in design and construction by:


providing a mutually agreed upon system to review and approve the design, installation, and
bringing into service of permanent or temporary electrical systems and facilities;
obtaining COMPANY approval whether newly constructed electrical equipment may be
connected to COMPANY electrical power distribution and generation systems; and
verifying that electrical drawings are provided and maintained.

Diving and Tunnelling Operations


NA

Confined Space Work

CONTRACTOR will identify Confined Space Work (CSW) and implement procedures to manage the
risk of CSW that:
describe local requirements, responsibilities, competence, and monitoring; and
must be controlled by PERMIT TO WORK and include a job-specific risk assessment and
identification of controls as part of planning the SCOPE.

CONTRACTOR will inform CONTRACTOR PERSONNEL of the existence and HAZARDS of confined
spaces.

CONTRACTOR will reduce risk by applying the following hierarchy of controls:


eliminate the need for CSW;
avoid the need for respiratory protection or skin protection for CSW by eliminating or
minimising flammable, toxic, asphyxiant, or other HAZARDS through emptying, flushing,
clearing, and ventilating, and avoid the need for hearing protection, fall protection,
lifelines, or other types of personal protective equipment by removing or controlling
HAZARDS; and
specify respiratory protection or other protective equipment and apply working methods that
reduce the exposure time of people in the confined space.

CONTRACTOR will:

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verify that the confined space is isolated from all potential sources of hazardous material and
energy, including radiation; and
use isolation points as close as possible to the confined space, in line with the Safe Isolation -
Lock Out Tag Out provision of the HSSE STANDARDS.

CONTRACTOR will verify that atmospheric conditions meet the following criteria before entry, and
are maintained throughout the work:

Without Respiratory With Respiratory


Protection Protection Inert Entry

Oxygen % 20 to max. 21.5 >16 to max. 21.5 <4

< ½ Occupational < level that is Not applicable


Exposure Limit Immediately
Toxics
Dangerous to Life or
Health

Flammables % of Not detectable (<1) <10 For hot work - not <10
Lower Flammable detectable
Limit

CONTRACTOR will ensure that:


an authorised person for gas testing carries out the gas test before the PERMIT TO WORK is
issued; and
the test results are documented and provided with the PERMIT TO WORK.

CONTRACTOR will ensure that the authorised person for gas testing:
repeats the test at a frequency sufficient to verify that occupants in the confined space are
protected from atmospheric HAZARDS; and
investigates any deviation in the oxygen level or in the contaminant level of toxics or
flammables, and assess risks and take appropriate action.

CONTRACTOR will allow entry into confined spaces, with respiratory protection, only when the
source, nature, and concentration of the hazardous atmosphere are understood, and when an
authorised person has:
approved the selection of respiratory protection.
verified the quality of air supplied from bottles, compressors, or ventilators.
CONTRACTOR agrees that if contaminants or heat in the confined space can affect entrants’
health, CONTRACTOR will:

provide a plan for ventilation or other controls prior to entry;


list the controls with the PERMIT TO WORK;
verify that the controls are put in place; and
not use oxygen or oxygen-enriched air to ventilate a confined space.

CONTRACTOR will include in the PERMIT TO WORK the controls required to manage the risks from
any energy sources used inside the confined space.

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If electrical equipment is needed inside the confined space (e.g. lighting), CONTRACTOR will
use low voltage equipment if available. If low voltage equipment is not available, an
earth leakage current device or ground fault circuit interrupter must be used to protect
entrants against electric shock.

CONTRACTOR will verify that lighting in the confined space allows entrants to see well enough to
work safely and to exit the space quickly in an emergency.

CONTRACTOR will establish a rescue plan for recovering people from the confined space, and ensure
that all equipment and other resources needed for a rescue are readily available whenever
people are in the confined space.

CONTRACTOR will indicate the entry points to be used and barricade or use signs at all other
openings to prevent unauthorised entry.

CONTRACTOR will station an attendant outside the confined space.

CONTRACTOR will:
verify that the attendant is present at all times while entrants are in the confined space; and
before people enter the confined space, establish effective means of communication between
the people inside the confined space, the attendant outside, and the control room or
the emergency response team.

CONTRACTOR will prevent unauthorised entry and take action if conditions change, including:
maintaining a record of numbers and names of people in the confined space;
monitoring the confined space from outside at all times while entrants are inside, and
maintaining communication with the entrants;
stopping any ongoing work and evacuating the confined space if ventilation systems fail,
contaminants exceed agreed limits, conditions become unsafe, or other emergencies at
the site require evacuation;
activating the emergency response team in the event of emergency; and
refraining from attempting a rescue unless it is conducted as defined in the rescue plan.

Cleaning of Storage Tanks

CONTRACTOR will apply the hierarchy of control as follows:


minimise the need for, or reduce the frequency of, tank cleaning;
use online cleaning methods (while tank is in operation) that do not require the opening of, or
entry into, tanks;
use mechanical cleaning options that do not require people to enter tanks; and
allow personnel entry and manual cleaning of tanks where supported by a documented risk
assessment, with reference to the Confined Space Work provision of the HSSE
STANDARDS.

CONTRACTOR will establish and maintain procedures for tank cleaning in accordance with
internationally recognised standards that include:
pre-cleaning inspection to assess the tank contents and roof condition;

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precautions during gas freeing to include vehicle and personnel access restrictions, control of
ignition sources, and weather conditions; and
emergency response arrangements during tank cleaning.

CONTRACTOR will apply PERMIT TO WORK requirements for all tank cleaning. CONTRACTOR will
recognise, as a minimum, the HAZARDS of:
fire and explosion;
toxic substances and asphyxiation;
static electricity due to steam and water jetting and grit blasting; and
pyrophoric scale.

Excavation

CONTRACTOR will apply the following hierarchy of controls:


eliminate the need for excavation by applying trenchless technology;
apply maximum allowable slopes or benching; and
use shoring or trench shields.

CONTRACTOR will control excavations in line with PERMIT TO WORK requirements.

CONTRACTOR will apply the requirement in the Confined Space Work provision of the HSSE
STANDARDS when working in a confined space.

CONTRACTOR will establish and maintain procedures for excavation. Those procedures must:
state that for excavation an authorised person must be appointed for each job;
specify the conditions when a CONTRACTOR subject matter expert is required;
specify safe distances from the edge of excavation for the placement of soil to avoid collapse
for different types of surface or soil;
define means of avoiding underground and overhead infrastructure, including identification
and marking the route of cables, live lines, pipelines, or other hazardous infrastructure,
and using hand probing and hand tools only (i.e. no powered excavators) within 0.5
meters (1.6 ft) of a live line, pipeline, or power cable, to prevent damage;
specify means and conditions for soil testing and classification;
define maximum allowable slopes or benching or shoring for excavations greater than 1.5
meters (5 ft) deep;
state the restrictions on the placement and movement of excavation machinery to avoid
collapse or risk to personnel, including the use of reverse alarm, mirrors, and a flagman
when manoeuvring near an excavation;
specify measures to minimise the impact of adverse weather conditions;
specify barriers and safety signs;
define safe access and exit for personnel; and
define a rescue plan and rescue equipment.

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CONTRACTOR will implement the procedures established for the type of excavation, including the
following:
identify and mark the route of cables, live lines, pipelines, or other hazardous infrastructure;
confirm the location of underground and overhead infrastructure before starting work;
apply the specified procedures for soil testing and classification;
inspect excavations and shoring, including areas adjacent to the excavation, for signs of
ground instability before each shift and before resuming work after adverse weather
conditions; and
(v) refer to the CONTRACTOR subject matter expert for excavation in case of unforeseen
conditions or problems with the planned work.

Driver Safety

CONTRACTOR will ensure CONTRACTOR PERSONNEL who drive in the performance of the SCOPE:
have a current driving license that is valid for the location, type of vehicle and, where
applicable, the cargo;
are physically and mentally capable of operating the vehicle, including:
be rested and alert to maintain attention throughout the trip;
stop the vehicle and take a rest break if attention is lost; and
not operate a vehicle while under the influence of alcohol, drugs, narcotics, or
medication that could impair driving ability;
use three-point seatbelts at all times and make sure passengers do so except for passengers in
buses where only lap belts are available, or in public transport in which seatbelts are
not available.
do not use a mobile phone, pager or similar mobile device (whether hands-free or not) while
driving.
CONTRACTOR may only use a mobile phone in a vehicle where permitted by
APPLICABLE LAW:
in case of emergency, personal safety or security situations;
as part of convoy management;
inside a plant (in safe areas and at safe speeds) when needed to maintain safe
management of equipment or processes during an emergency or time
sensitive operation; or
as a navigation device.
will not allow unauthorised passengers in the vehicle;
visually inspect the vehicle for roadworthiness every day before use, including tyres and
windscreen (windshield);
perform a complete walk-around of heavy goods vehicles to check for HAZARDs before
each trip.
will drive with lights on during daytime, except where prohibited by APPLICABLE LAW;
use vehicles equipped with:

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three-point seatbelts and head restraints; and
anti-lock braking systems (ABS), vehicle side impact protection, and airbags for driver
and front seat passenger for COMPANY owned, contracted or leased light
vehicles

CONTRACTOR will periodically question and review the number of journeys with the intent to
eliminate journeys and lower the risk by applying the following hierarchy of controls:
eliminate the journey;
change to a lower risk transportation mode (air, rail, marine);
apply vehicle controls; and
apply administrative and procedural controls that guide driver and passenger behaviour,
including driver competence requirements and journey management.

CONTRACTOR will provide an annual online defensive driving course for all CONTRACTOR
PERSONNEL who are not employed primarily to drive vehicles and drive on public roads in the
performance of the SCOPE. CONTRACTOR will also provide an accredited defensive driving
course and manage competence for drivers who:
drive more than 7,500 km per year or 4660 miles per year on COMPANY business on public
roads;
drive in road safety high risk countries, as identified by COMPANY; or
are employed primarily to drive vehicles.

CONTRACTOR will at least annually engage CONTRACTOR PERSONNEL who drive in the performance
of the SCOPE, to discuss CONTRACTOR PERSONNEL’s approach to Journey Management
Assessments (JMAs) and driving activities and will maintain records of such engagements. A
JMA, for purposes of this article, is a mental risk assessment required prior to every road trip
covering fitness to drive, vehicle condition, the route and road conditions.

CONTRACTOR will not allow driving for more than 10 consecutive hours, any combination of work
related activities and driving for more than 14 hours or any combination of work related
activities and driving for more than 12 hours in road safety high risk countries;

CONTRACTOR will not allow the use of motorbikes or other motorised devices with two or three
wheels, all-terrain vehicles (ATVs) or quads in the performance of SCOPE.

CONTRACTOR will maintain and equip COMPANY GROUP owned, contracted or leased vehicles so
that they are:
fit for purpose based on an assessment of usage; and
kept in safe working order in line with manufacturers’ specifications and APPLICABLE LAWS.
CONTRACTOR will document the maintenance work performed pursuant to the preceding
paragraph.

CONTRACTOR will, in line with HSSE STANDARDS and where installed in COMPANY GROUP owned,
contracted or leased vehicles and allowed by APPLICABLE LAWS, use data from an in vehicle
monitoring system as a monitoring method to:
analyse and improve road transport planning and safety performance;
provide regular, formal feedback to drivers; and

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apply consequence management that includes recognition for compliance and sanction for
non-compliance.

CONTRACTOR will, for transport operations in road safety high risk countries:
perform a risk assessment of COMPANY GROUP and CONTRACTOR GROUP vehicle use to
justify not installing in vehicle monitoring systems; and
submit the Risk Assessment to the COMPANY Principal Technical Expert for road safety for
approval.

CONTRACTOR will determine through a risk assessment the situations where light vehicles must:
score at least four stars overall in new car assessment programme tests; or
meet comparable internationally recognised standards approved by the COMPANY Principal
Technical Expert for road safety.
CONTRACTOR will submit such risk assessment to the COMPANY Principal Technical
Expert for road safety for approval.

CONTRACTOR will provide vehicles with elevated rear lights and brake lights for use off-road or on
gravel or dirt roads.

Rail
NA

Maritime
NA

Air
NA

Water in the Environment

CONTRACTOR will manage the risk of water availability and of discharges to the environment.

If required by COMPANY, CONTRACTOR will comply with COMPANY Water Management Action Plan
of the HSSE STANDARDS.

CONTRACTOR will reduce the risk of discharges to the aquatic environment and aquifers to ALARP.

CONTRACTOR must:
reduce to ALARP the amount of produced water and process water discharges through
selection of processes or by maximising reuse or recycling;
design and install equipment and/or implement COMPANY’s procedures to reduce the impact
of discharges to the environment;
inspect and maintain wastewater facilities;
establish disposal routes for all wastewater;
discharge water only to a receiving aquatic environment or aquifer that is physically,
chemically and biologically compatible; and

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if applicable, do not discharge oil-based muds or synthetic based muds to surface waters.

Security

Waste

CONTRACTOR will assess the risks associated with waste before the start of new activities and
incorporate controls into the design, procedures and working practices to prevent or reduce
waste generation.

CONTRACTOR will identify opportunities to reuse waste for the same or alternative applications,
including in other industries, or return unused materials to suppliers.

CONTRACTOR will identify recycling and recovery opportunities for waste.

CONTRACTOR will monitor waste activities and identify, characterise, classify, segregate and store
waste according to APPLICABLE LAWS.

CONTRACTOR will transport and dispose of waste according to the following requirements:
verify that trans-national movement of waste meets the requirements of the Basel
Convention;
verify that all other transport of waste meets internationally recognised standards;
identify a CONTRACTOR subject matter expert for waste disposal.
when disposing of waste use, where appropriate, government-approved disposal sites,
methods, and contractors;
when disposing of hazardous waste, maintain segregation from other waste, use disposal sites
that also meet internationally recognised standards and review with the CONTRACTOR
subject matter expert for waste disposal the assessment of hazardous waste disposal
sites against internationally recognised standards; and
conduct land farming only after considering the risks of leaching or build-up of hazardous
substances, and implement appropriate mitigation measures to manage the risks.

CONTRACTOR will retain waste tracking records for periods defined by APPLICABLE LAWS.

Soil and Groundwater

CONTRACTOR must maintain controls of the HSSE STANDARDS to reduce the risk of soil or water
contamination to ALARP.

CONTRACTOR must:
install equipment or implement procedures of the HSSE STANDARDS to minimise the risk of
leaks and spills;
implement leak detection and containment systems;
adhere to procedures of the HSSE STANDARDS to maintain, inspect and test containment and
leak detection equipment; and
adhere to spill and leak response plans of the HSSE STANDARDS.

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Product Stewardship

CONTRACTOR will furnish COMPANY with written information regarding the GOODS or chemicals
provided or utilized in connection with the SCOPE pertaining to safety, environment, and
health HAZARDS, including toxicity, flammability, reactivity, and corrosiveness, together with
handling and storage requirements, actions to be taken in case of fire or spillage, and health
precautions to be observed. CONTRACTOR will provide a Safety Data Sheet (“SDS”)
appropriate for the locale where the GOODS are being supplied unless other arrangements
are agreed with COMPANY, so that COMPANY may disseminate that information to individuals
within COMPANY GROUP, OTHER CONTRACTORS, and third parties that may require the SDSs
under APPLICABLE LAWS. CONTRACTOR agrees to provide an updated SDS to COMPANY
without delay when CONTRACTOR becomes aware of significant changes in the HAZARD,
required control measures required for the safe and environmental sound handling or
registrations. Examples of significant changes include, emergency contact information,
regulatory status including use restrictions and authorizations, HAZARD classification,
exposure limits, transport requirements and necessary first aid, protective equipment and
emergency controls.

CONTRACTOR warrants that each and every chemical substance sold or otherwise transferred by
CONTRACTOR to COMPANY as of the time of the sale or transfer that is required or permitted
to be reported for the inventory of chemical substances under APPLICABLE LAWS has been
reported either by CONTRACTOR, or by others, to the appropriate authorities without
restriction (e.g. low volume exemption, extension of assessment, or other limitations).
CONTRACTOR will notify COMPANY immediately in writing of any inventory listing gaps or
issue, along with the plans, including timing, to resolve those gaps or issues.

CONTRACTOR will provide on request any additional regulatory or technical information including
Globally Harmonized System for Classification and Labelling (GHS) HAZARD classifications of
the chemical and applicable components, subject to COMPANY’s reasonable accommodations
for intellectual property or trade secret considerations.

CONTRACTOR warrants that the labels on product containers are of sufficient quality and durability
to last at least for the duration of the product’s shelf life under expected conditions of
storage, handling and use. In the event COMPANY identifies at any time any labels that do not
meet these requirements, COMPANY will be entitled to reject the products and either return
the containers to CONTRACTOR at the risk and cost of CONTRACTOR or receive replacement
labels that meet the durability and quality criteria.

Fitness to Work

CONTRACTOR will identify all job tasks requiring evaluation of fitness to work, including evaluations
for the following job tasks:
aircraft refuelling;
catering, preparing, or handling unwrapped foods ready for consumption;
expatriate assignments including long and short term international assignments and
international commuter assignments;
fire-fighting and rescue team member work;
frequent business travel;
crane operator work;

121
professional driver work;
remote location work; and
use of respiratory protection that requires a tight seal to protect the user.

CONTRACTOR will review the health risk assessment, and documented demonstration of ALARP to
identify any other job tasks that require fitness to work evaluation.

CONTRACTOR will, with human resources professionals, define and apply a process to manage
CONTRACTOR PERSONNEL who have been determined to be unfit for a required task.
CONTRACTOR will include, and provide employees with access to an appeal process associated
with fitness to work.
CONTRACTOR will, where permitted by APPLICABLE LAWS, include a requirement that
CONTRACTOR PERSONNEL advise their supervisor or health professional designated by
CONTRACTOR of a change in their physical or psychological capacity for work.

CONTRACTOR will verify that CONTRACTOR PERSONNEL identified by this provision as having fitness
for work requirements complete fitness to work evaluations.
CONTRACTOR will designate CONTRACTOR PERSONNEL having fitness for work requirements
unfit for the task until the fitness to work evaluations are completed and that person is
deemed fit.

CONTRACTOR will identify any CONTRACTOR PERSONNEL who may not be fit for work and only
assign work to CONTRACTOR PERSONNEL who are fit for the work.
CONTRACTOR will refer CONTRACTOR PERSONNEL to a health professional designated by
CONTRACTOR when there is a concern about the individual’s fitness to work, or before
any CONTRACTOR PERSONNEL returns to work following an injury or illness that could
affect fitness for work.

CONTRACTOR will review any work restrictions provided by the health professional and
subsequently approve changes in work assignment or return to work of any CONTRACTOR
PERSONNEL.

CONTRACTOR will establish protocols and set criteria for evaluations for fitness to work.

CONTRACTOR will maintain a process for CONTRACTOR PERSONNEL to appeal against the results of
the fitness to work evaluation.

Fatigue Risk Management

CONTRACTOR will identify and record any HSSE critical positions where one or more of the situations
covered below occur or may occur
a planned shift length, excluding overtime and handovers, greater than 12 hours within a 24-
hour period;
overtime resulting in working hours exceeding 12 hours more than once per month;
overtime or call-outs resulting in more than 16 working hours in one calendar day;
shift work or call-outs at any time between 22:00 and 06:00, including shifts that start during
or extend into this period;
day-to-day changes to shift start times that are a change of more than three hours;

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more than 28 days of consecutive work without at least 24 hours of continuous time-off.

CONTRACTOR will establish and maintain a fatigue risk management plan for HSSE critical positions
identified under this provision.

CONTRACTOR will provide fatigue risk management awareness training for supervisors who are in
roles that apply the fatigue risk management plan.

CONTRACTOR will include consideration of the potential contribution of the risk of fatigue when
investigating significant and HIGH POTENTIAL INCIDENTS, as applicable.

CONTRACTOR will make individuals in identified HSSE critical positions aware of the risks of fatigue
associated with lack of time off for sleep.

Alcohol and Drugs

CONTRACTOR will establish an alcohol and drugs policy that includes:


standards of behaviour required by COMPANY;
awareness training;
rehabilitation;
testing; and
disciplinary measures.

CONTRACTOR will establish and maintain procedures to implement the alcohol and drugs policy.

CONTRACTOR will establish and maintain procedures for alcohol and drugs that include:
design of alcohol and drugs testing;
treatment and rehabilitation programme; and
reintegration of employees into the workplace.

CONTRACTOR will implement the alcohol and drugs policy and procedures.

Working at Height

CONTRACTOR will determine if the work can be done in a way that better controls the risk of a fall
by applying the following hierarchy of controls:
eliminate the work at height;
work from a permanent work platform with guardrails and toe boards;
work from a temporary work platform (scaffold) or mobile work platform with guardrails, and
assess the HAZARDS of installing, operating or maintaining the work platform when
deciding whether it is reasonably practicable; and
use personal fall-protection equipment (this includes industrial rope access techniques).

CONTRACTOR will ensure CONTRACTOR PERSONNEL:


inspect, maintain or repair fall protection equipment;
inspect, maintain or repair ladders;

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use fall protection equipment;
construct, , or inspect temporary work platforms; and
perform work using rope access techniques and equipment.

Before using chain or rope ladders, CONTRACTOR will verify that all other means of accessing the
WORKSITE have been discounted as not reasonably practicable. CONTRACTOR will ensure
that chain and rope ladders will only be used with an inertia fall arrestor.

CONTRACTOR authorised person who inspects fall protection equipment and ladders is responsible
for conducting periodic inspections in line with manufacturers’ recommendations. Fall
protection equipment and ladders that fail inspection will not be used.

CONTRACTOR PERSONNEL who gain access to and work at height are required to:
Visually inspect fall protection equipment and ladders before each use.
Wear personal fall protection equipment and be tied off at all times while moving to and from
the work at height, moving at height, and moving at height within 6 feet or 1.8 metres
of a flat roof or platform edge without a guardrail, or moving at height on any pitched
roof regardless of proximity to the edge.
Verify that anchor points meet Internationally Recognised Standards or APPLICABLE
LAWS, as appropriate, before starting work.
Use a fit-for-purpose harness and lanyard to tie off personal fall protection equipment
to an acceptable anchor point.
Climbing up and down ladders less than 20 feet or 6.1 metres is allowed without the use
of personal fall protection equipment.
Use three points of contact when climbing up and down ladders.
Use a ladder climbing safety device when climbing up or down uncaged ladders when these
are 20 feet or 6.1 metres or longer.

CONTRACTOR will build, operate, inspect, and maintain scaffolds, or use mobile work platforms, and
equipment for lifting people (e.g. winches, basket transfer equipment) in line with
internationally recognised standards, i.e.:
whenever reasonably practicable, build ladders within the structure of multilevel scaffolds to
minimise the potential fall distance;
when it is not reasonably practicable to build a ladder within the scaffold, and the potential
fall distance is greater than 20 feet or 6.1 meters, use a ladder-climbing device such as
an inertia reel fall arrestor;
tie off as required per accepted practices for work at height, equipment design, or
manufacturer recommendations.

CONTRACTOR PERSONNEL who plan or are involved in emergency response will determine the
method(s) used to rescue people who have fallen, are suspended in a harness and could
develop suspension trauma.

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APPENDIX 1B – COMPANY LIFE-SAVING RULES

1: Work with a valid work permit 2: Conduct gas tests when


where required required

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4: Obtain authorisation before
3: Verify isolation before work entering a confined space
begins and use the specified life
protecting equipment
Note: Commuting, alcohol in social settings and smoking in office environments are out
of scope

If You Choose To Break Any of the Life Saving Rules


You Have Also Chosen Not To Work For Shell.

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