SUBCONTRACTING AGREEMENT

This Agreement is made on the 31st of July 2007 by and between _________, a company
organised under the laws of ______(country), having its head office at ----------------------
and represented by <to be completed> hereinafter referred to as the Main Contractor on the
first part,

And

_________, a company organised under the laws of ______(country), having its head office
at ______________ and represented by _________ hereinafter referred to as the
Subcontractor on the second part,

WHEREAS, following the invitation for bids No. ____________ accepts, to submit a tender
in which Main Contractor, shall present ________(subcontractor name) as their exclusive
nominated Subcontractor for the project scope as per the agreed split of scope of works.

WHEREAS, it has been agreed that if the Main Contract is awarded to Main Contractor,
shall entrust to Subcontracgtor the performance of the Subcontract Works and
Subcontractor shall execute the Subcontracted Works, pursuant to the terms and conditions
hereinafter set forth;

NOW THEREFORE, the Parties have agreed as follows:

ARTICLE 1 - DEFINITIONS

In this Agreement the following words shall have the meanings hereby assigned to them:

1.1. Main Contractor : _________ or its Authorised Representative, theirs,

successors or assigns, including without limitation, the
Engineer or Project Engineer.

1.2. Main Contract : The Contract which will be signed between the Main
Contractor and the client _________ in the event of the
latter's successful bid for the Project.

1.3. Project : ______________________________

1.4. Subcontract Works : That part of the works for the Project, to be performed by
the Subcontractor in accordance with the present
Agreement.
1.5 Day(s) : The day(s) when the bank are opened in the city of
__________ (subcontractor’s main office location)

1.6 Party(ies) : Shall mean Main Contractor and/or Subcontractor

1.7 Project Owner : Shall mean ____________________________

ARTICLE 2 - OBJECT OF THE SUBCONTRACT

2.1. Not Subject to any required approvals by the Main Contractor or any other party, the
Main Contractor hereby undertakes to subcontract to the Subcontractor, who
undertakes to accept, the execution of the Subcontract Works subject to and in
accordance with the terms and conditions of this Agreement.

Should the Main Contractor's written approval not be given within a period of sixty
(120) days from the date of signature of the Main Contract and the present Agreement
whichever is the latest, either Party shall be entitled to terminate this Agreement by
prior notice without the need of any legal proceeding and in any such event the Parties
waive any right to any claim or indemnity whatsoever.

2.2. This Agreement could be reviewed by the Parties through mutual agreement after the
signature of the Main Contract.

ARTICLE 3 - COMING INTO FORCE AND DURATION OF THE SUBCONTRACT.

3.1. This Agreement shall enter into force as between the Main Contractor and the
Subcontractor upon:

(i) its signature by their duly authorised representatives ;

(ii) the coming into force of the Main Contract;
(iii) the issuance of an irrevocable letter of credit covering 85% of the Subcontract
Price issued by Main Contractor and confirmed by _______ (subcontractor’s
bank)
(iv) the receipt of the down-payment by the Subcontractor.
3.2. Notwithstanding the foregoing, should the Main Contractor's Tender for the Project
be rejected or should the Project be awarded to a competing contractor, this
Agreement shall immediately cease to be binding or to have any effect on the Parties
hereto, each Party fully supporting the full cost and expense it has incurred in the
preparation, pursuit and/or negotiations relating to the Project.

Should the Main Contractor keep silent about the Project, this Agreement shall cease
to be binding or to have any effect on the Parties at the latest on the _______.

In case of award of the Project to the Main Contractor, this Agreement shall cease to
have any effect on the Parties after settlement of any and all accounts and disputes
between the Parties.

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ARTICLE 4 - SCOPE OF THE SUBCONTRACT WORKS

4.1. The scope and main characteristics of the Subcontract Works shall be defined in
Annex No. 1 to the present Agreement and shall include all works, whether specifi-
cally enumerated therein or not, which are ancillary or necessary to the successful
completion thereof.
4.2. The scope of the Subcontract Works could be modified during the negotiations of the
Main Contract; therefore the Subcontractor undertakes to adjust his initial tender and
tender price on the basis of the unit prices contained in his initial tender.

ARTICLE 5 - SUBCONTRACT DOCUMENTS

5.1. The Subcontractor shall be bound by and shall execute the Subcontract Works in strict
compliance with the Subcontract documents and to the satisfaction of the Main
Contractor.

5.2. The Subcontract documents include:

a) This Subcontract Agreement, including its annexes no. 1

b) The provisions of the Main Contract, to the extent they do not conflict with the
provisions of this Agreement
In the event of ambiguities or contradictions between the above documents
forming the Subcontract, each of said documents shall be deemed and interpreted
to be mutually compatible; in the event such an interpretation is not possible the
Subcontract documents shall prevail over one another in the above listed order.

ARTICLE 6 - PREPARATION OF THE TENDER AND NEGOTIATION OF THE

MAIN CONTRACT

6.1. As the Subcontractor shall be asked to be liable by the same of the Main Contract's
provisions, the Parties agree to prepare together the Tender for the Project to the Main
Contractor, and the subcontractor will discuss any points which relate to the
Subcontract Agreement and the Subcontract Works.
The Subcontractor shall participate in the negotiations with the Main Contractor and
the Main Contractor shall take no binding decisions upon the Subcontractor without
his formal previous approval.

6.2. The Subcontractor shall do its best to facilitate Main Contractor's task, while in
particular answering in the quickest time to his questions and supplying him with any
requested document.
Each Party shall bear the expenses of any kind which such Party would have incurred
for the preparation of the Tender and the negotiation of the Main Contract.

ARTICLE 7 - PRICES

7.1. The total price for the Subcontract Works is to be submitted with ___________

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7.2. The Subcontract price is a firm and fixed lump sum price.

The Subcontractor shall be deemed to have satisfied himself before signing this Subcontract
as to the correctness and sufficiency of the subcontract price, which shall cover all its
obligations under the Subcontract and all matters and things necessary for the proper
completion and maintenance of the Subcontract works.

The Subcontract price shall not be subject to revision or increase as a result of increase in the
cost to the Subcontractor of its performance of the Subcontract works whether due to
inflation or to any other reason whatsoever, except as expressly otherwise provided in this
Agreement.

ARTICLE 8 - PAYMENT TERMS

The Subcontractor shall be paid by the Main Contractor in accordance with the following
terms of payments:
- ______ percent of the Subcontract price as down payment by telegraphic transfer
upon signature of this Agreement against presentation of an advance payment
bank guarantee of same amount.
- ________ percent as progress payments by mean of an irrevocable letter of credit
issued by First class International Bank and confirmed by _________ to the
Subcontractor. To be paid as follows:
- ____% upon approval of drawings.
- ____% upon FOB delivery of equipment.
- ____% Upon completing of testing & commissioning.

ARTICLE 9 - BONDING

9.1. The Main Contractor shall make all necessary arrangements for the provision of the
bonds or bank guarantees required under the Main Contract. The Subcontractor shall
within fifteen (15) days after the signature of the subcontract ( between Main
Contractor & Subcontractor) according to the signed contract between ( OWNER
& Main Contractor), provide the Main Contractor with acceptable performance bank
guarantee corresponding to an amount of 10 % of the Subcontract Works.

9.2. This bank guarantee shall be valid from the coming into force of Subcontract (to be
singed in case of award of Main contract by the main contractor), until the end of the
warranty period, provided however that such bond shall in any case be released at the
latest 18 months after the arrival at site of last main equipment delivered by the
Subcontractor.

ARTICLE 10 - SUBCONTRACTOR'S LIABILITY VIS A VIS MAIN CONTRACTOR

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10.1. The Subcontractor shall observe, perform and comply with all the provisions of the
Subcontract documents and, in particular, with all the provisions of the Main Contract
on the part of Subcontractor to be observed, performed and complied with so far as
they relate and apply to the Subcontract Works and are not repugnant to or
inconsistent with the express provisions of this Agreement as if all the same were set
out herein.

10.2. The Subcontractor shall indemnify and save harmless the Main Contractor against and
from any breach, non observance or non performance by the Subcontractor of the
provisions of the Subcontract documents, only if the Main Contractor claims from the
Main Contractor some damages expressly for such Subcontractor's failure.

10.3. Notwithstanding anything to the contrary provided, the Subcontractor shall not be
liable towards the Main Contractor for any indirect or consequential damages such as
loss of use, loss of profit, loss of contract.

Notwithstanding anything to the contrary provided, Subcontractor's total liability

under this Agreement shall be limited to the Subcontract's price.

10.4. The sums which would be due by the Subcontractor to the Main Contractor under this
Agreement shall be paid by the Subcontractor in a separate payment as soon as its
debt would have become definitely certain.

ARTICLE 11 - RELATIONSHIP WITH THE MAIN CONTRACTOR

11.1. The Main Contractor shall submit to the Owner all reasonable claims that the
Subcontractor asks to be lodged with the latter relating to the execution of the
Subcontract Works, and agrees to let the Subcontractor defend his cause himself, if
the latter asks so.
The Main Contractor agrees to do his utmost to obtain satisfaction from the Owner
with respect to such claims.
Should the Main Contractor refuses to submit to the Owner a claim duly justified
under the Subcontract or, if having lodged it with the Owner, decides to abandon it for
reasons of convenience, then the Main Contractor shall be responsible towards the
Subcontractor for the payment of any sum due to him as a result of such justified
claim. In case of disagreement each party shall be at liberty to refer the matter to tech-
nical expertise or courts or arbitration, as the case may be, in accordance with the
provisions of article "Settlement of disputes".

11.2. During the whole performance of this Agreement the Main Contractor shall make no
decision towards the Owner and relating to the Main Contract which would bind the
Subcontractor or affect the Subcontract and/or the Subcontract Works without his
previous formal approval.

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ARTICLE 12 - DAMAGE TO PERSONS AND PROPERTY

12.1. The Subcontractor shall indemnify the Main Contractor against all losses and claims
in respect of injuries or damage to any person or material or physical damage to any
property whatsoever which may arise out of or in consequence of the execution and
maintenance of the Subcontract Works.

12.2. Before commencing the execution of the Subcontract Works the Subcontractor shall
adequately insure himself against his liability for any material or physical damage,
loss or injury which may occur to any person, including any employee of the Main
Contractor, by or arising out of the execution of the Subcontract Works or in the
carrying out of the Subcontract.

12.3. The Subcontractor shall, whenever required, produce to the Main Contractor the
relevant certificates of insurance.

12.4. The Main Contractor shall subscribe an Erection All Risks insurance which will cover
the whole Project and mention the Subcontractor as a co-insured person. This
insurance shall include a clause of non-recourse between the co-insured companies.

ARTICLE 13 - LIQUIDATED DAMAGES FOR DELAY

In the event that the Main Contractor is liable to pay liquidated damages for delay to the
Main Contractor due to the Subcontractor’s failure to complete its work on time, the
Subcontractor shall pay to the Main Contractor in full satisfaction of its liability for such
delay, fixed liquidated damages calculated at the rate of 0.1 % of the subcontract price per
day of delay, up to a maximum amount of 10 % of the subcontract price. Such LD shall be in
full and final satisfaction of the subcontractor’s liability for delay.

ARTICLE 14 - ACCEPTANCE, GUARANTEES, MAINTENANCE

14.1. The Works shall be taken over by the Main Contractor when they have been
completed in accordance with the Contract, except in minor respects that do not affect
the use of the Works for their intended purpose, and have passed the Tests on
completion and a Taking Over Certificate has been issued or deemed to have been
issued in accordance with sub-clause below.
The Main Contractor or its representative shall, upon notification that the Works are
ready for acceptance, promptly carry out acceptance of the Works and shall issue a
Taking Over Certificate therefore to Contractor.
A list of defects to be cleared (if any) shall be issued along with the taking Over
Certificate. The Contractor shall communicate a time schedule to clear this list of
defects.

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14.2 Notwithstanding the foregoing, the Works shall be deemed to have been taken over
(and the corresponding certificate shall be deemed to have been issued) at the first of
the following dates:
i) the day of first use by Main Contractor or a third party; or
ii) 15 days after issue of notice to Main Contractor to carry out acceptance,
iii) On the date when the Tests on completion would have been completed but
for prevention from carrying out the Tests on completion by a cause for
which the Main Contractor or other contractors employed by the Main
Contractor are responsible.
iv) Maximum 6 months after last shipment provided that the delay is not due to
non performance of the Subcontractor.
If the Works are divided by the Contract into sections, the subcontractor may apply for
separate Taking Over Certificates for each section of the Works, as provided for in
Appendix.

ARTICLE 15 - WARRANTY

15.1 The Subcontractor shall be responsible for making good any defect in or damage to any
part of the Works, which may appear or occur during the Warranty Period, and which
arises from, either:
i) any defective materials, workmanship or design,
any act or omission of the Contractor during the Warranty Period,

Subcontractor shall make good the defects or damage as soon as practicable and in the
manner it deems appropriate. Subcontractor shall bear the cost of parts and labour
required for execution of its warranty obligation. The parts replaced pursuant to the
warranty shall be the property of Subcontractor. They shall be returned to the place of
delivery upon request. If necessary, Subcontractor shall have the right to modify the
equipment specified in the Contract so as to fulfil its warranty obligations.
15.2 Unless otherwise agreed in writing, the duration of the Warranty Period shall be ______
following Taking Over of the Works or ______ months after notification by the
Subcontractor that the Works are ready for FOB delivery, whichever is the shorter.
Where any part of the Works is taken over separately from the Works, the Warranty
period for that part shall commence on the date it was taken over.
15.3 When the Warranty Period for the Works or any part thereof has expired, the Main
Contractor shall issue to the Subcontractor a Final Taking Over certificate to that effect.
15.4 Common provisions
The warranty obligations of Subcontractor are subject to Main Contractor prompt
written and documented notification of any defect observed on the Works, and in no
case whatsoever later than within ten (10) days from the discovery of such defect or
from the date it should have been discovered.
The Subcontractor’s warranty shall be excluded for any defect caused by:
i) Deficiencies attributable to design, material, manufacturing or erection
techniques imposed by Main Contractor;

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 ii) Improper loading, unloading, handling, storage, erection of the equipment by
Main Contractor or any third parties;
iii) Repair by the Main Contractor or third party without the prior written
consent of the Contractor
iv) Flaws or degradation caused by a Force Majeure event or unforeseeable
circumstances;
v) Failure, by the Main Contractor or a third party, to comply with
Subcontractor’s instructions for commissioning, operation and maintenance
of the equipment;
Subcontractor’s warranty obligation shall expire automatically if any or all of the
components or spare parts are replaced by components or parts not furnished by
Contractor.

The Warranty Period for replacements and/or renewals shall not exceed in any event
the shorter of (i) twelve ______ months from the repair/replacement or delivery as the
case may be or (ii) _____ months from the start date of the initial Warranty Period.
Subcontractor may not under any circumstances be required to bear expenses other than
those attributable pursuant to this Warranty clause. In particular, Subcontractor shall
not be liable for payment of expenses incurred by Main Contractor or by third parties
during immobilisation of the Works due to the performance of work pursuant to the
Warranty.

ARTICLE 16 - CHANGES IN THE SUBCONTRACT WORKS AND ADDITIONAL

WORKS

16.1. The Subcontractor shall perform all changes or variations in the Subcontract Works
whether by way of addition, modification or omission, which would be requested by
the Owner to the Main Contractor in accordance with the Main Contract.

16.2. The Subcontractor shall not act upon an unconfirmed order for changes or variations
of the Subcontract works which he would have directly received from the Owner. If
the Subcontractor receives such a direct order, he shall immediately inform the Main
Contractor in writing and shall supply him with a copy of such direct order. The
Subcontractor shall only act upon such order as directed or confirmed in writing by
the Main Contractor with copy of the order received from the Owner, and the Main
Contractor shall give his directions thereon with all reasonable speed.

16.3. Any request by the Main Contractor to the Subcontractor for changes in the
Subcontract Works which would not be accompanied by a written order thereto by the
Owner shall be considered as being requested and ordered by the Main Contractor
himself and the changes resulting thereof shall be implemented after the
Subcontractor and the Main Contractor have reached an agreement on all conditions
relating thereto.

16.4. Save as aforementioned, the Subcontractor shall not make any alteration in or
modification of the Subcontract works.

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16.5. Valuation of variations

Where a variation of the Subcontract works which also constitutes a variation under
the Main Contract, is measured by the Main Contractor, the Subcontractor may attend
to any measurement made by or on behalf of the Main Contractor and such
measurement made under the Main Contract shall also constitute the measurement of
the variation for the purposes of this Subcontract and it shall be valued accordingly.

All above-mentioned variations of the Subcontract works shall be valued by the

method(s) prescribed in the Main Contract.

ARTICLE 17 - SUB-LETTING AND ASSIGNMENT OF WORKS

17.1 The Subcontractor shall not, without the consent in writing of the Main Contractor
and, if required under the Main Contract of the Main Contractor, sub-let or assign this
Subcontract or any part thereof.

17.2 Notwithstanding the above, the Subcontractor shall be entitled to assign any payments
to its banks.

ARTICLE 18 - SUBCONTRACTOR'S DEFAULT

18.1 Notwithstanding anything herein contained to the contrary, in the event the
Subcontractor fails to perform any of his substantial obligations hereunder with
respect to the whole or part of his Subcontract Works, and does not remedy such
default with fifteen (15) Days after the receipt of a notice from the Main Contractor,
the Main Contractor shall be entitled to take over the whole or part of the Subcontract
Works and to complete them at the Subcontractor’s costs, provided that the Main
Contractor shall justify such extra costs by a documented claim and have a duty to
mitigate such costs.

18.2 The Subcontractor shall not in any way interfere in the performance of the Works so
taken over by the Main Contractor and subject to Article 17.1 above, shall bear all the
costs suffered by the Main Contractor by reason of such failure by the Subcontractor.
The Subcontractor will put at the Main Contractor's disposal all his materials and
equipment on the site, as well as his calculations, notes, drawings and other technical
documents relating to the Subcontract Works so taken over.

ARTICLE 19- BANKRUPTCY

19.1 If the Subcontractor shall become bankrupt or have a receiving order made against
him or shall present his petition in bankruptcy or shall make any arrangement or
assignment in favour of his creditors or shall agree to carry out the Subcontract under

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 a committee of inspection of his creditors or, being a Company, shall go into
liquidation, other than a voluntary liquidation for the purposes of amalgamation or
reconstruction or, if he shall have an execution levied upon his goods, then the Main
Contractor may, without prejudice to any other rights and remedies, by written notice
forthwith, terminate this Subcontract.

ARTICLE 20 - SETTLEMENT OF DISPUTES

20.1. The Parties shall try to settle amicably any disputes which might arise between them
in connection with this Agreement.

20.2. Failing an amicable settlement according to this procedure, all disputes between the
Parties shall be finally settled under the Rules of Conciliation and Arbitration of the
International Chamber of Commerce of Paris by one arbitrator appointed in
accordance with the said Rules.
The arbitration shall take place in ____________.

The law shall be applicable the ________ law.

ARTICLE 21: CONFIDENTIALITY

21.1. Each party agrees not to disclose to any third party the existence or provisions of
this Agreement without the consent in writing of the other party.

21.2. All plans, drawings and information of any kind disclosed in connection with this
Agreement or the Project shall be considered confidential vis-a-vis any third party
and may not be used for any purpose other than for the execution of this Agreement.
All such documents communicated to the other Member shall remain the property of
the Member communicating the same.

21.3. The provisions of this Article 20 shall remain in force for a period of ten years from
date of signature of this Agreement.

ARTICLE 22 - NO UNLAWFUL PAYMENTS

22.1 Main Contractor hereby represents and warrants that it has complied, and undertakes
that, in performing this Agreement, it shall comply with, and cause its employees and
officers to comply with, and do all things necessary to comply with, the values
Charter of ________ (subcontractor), all laws, rules, regulations and policies that
apply to this Agreement and the performance thereof.

22.2 Main Contractor is aware of and familiar with the provisions of the improper, illegal
and corrupt payment laws of _____ laws that are applicable to Subcontractor and its
holding companies under the respective laws of their incorporation as well as
applicable laws that otherwise subject Subcontractor and its holding companies to
jurisdiction thereunder, including without limitation any laws implementing the
OECD Convention on Combating Bribery of Foreign Officials in International
Business Transactions, as these laws may be amended or interpreted from time to time

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 (the “Corrupt Payment Laws”) and their purposes.

22.3Main Contractor represents and warrants that at the date hereof and undertakes that at
all times no partner, Main Contractor, principal or person, directly or indirectly,
employed or retained by it in connection with the performance of its obligations under
this Agreement

(a) is an official, officer or representative of the government of any country, any

agency thereof, any political party thereof, or is a candidate for a public or
political office thereof and that no part of any moneys or consideration paid
hereunder shall accrue for the benefit of any such official, officer or
representative;

(b) has a close family relationship or business interest with members of the
government, central or local administration;

(c) holds other positions, family relations or memberships that could call into
question the credibility of the Subcontractor and their activities.

22.4 Main Contractor represents and warrants that it has not taken, and undertakes that it
will not take, any action or make any payment in violation of, or which might cause
Main Contractor or Subcontractor to be in violation of, the Corrupt Payment Laws.

22.5 Main Contractor represents and warrants that it has not paid, nor offered, promised
or agreed to pay, nor has caused to be paid, or offered, promises or agreed to be paid,
directly or indirectly, in respect of this Agreement and the business resulting
therefrom, any moneys (including political contributions, fees, commissions, or other
undue pecuniary advantage), gift, or other thing of value to any person who is an
official, agent, employee, or representative of any government, instrumentality
thereof, to any political party or official thereof, or to any candidate for political party
office.

22.6 Main Contractor represents and warrants that it has not paid, nor offered, promised or
agreed to pay, nor has caused to be paid, or offered, promised or agreed to be paid,
directly or indirectly, in respect of this Agreement and the business resulting therefrom,
any contributions, fees, commissions or other advantage to any private individual who
as a result derived undue pecuniary or other advantage in connection with this
Agreement.

22.7 Main Contractor undertakes that it will not, directly or indirectly, in connection with
this Agreement and the business resulting therefrom, offer, pay, promise or agree to
pay, or authorise the giving of money (including political contributions, fees,
commissions or other undue pecuniary advantage), gift, or thing of value to any
official, agent, employee or representative of any government, instrumentality thereof,
to any political party or official thereof or to any candidate for political office, or to any
person, while knowing or being aware of a high probability or having reason to believe
that all or a portion of such money (including political contributions, fees, commissions
or other undue pecuniary advantage), gift, or thing of value will be offered, given or

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 promised, directly or indirectly, to any official, agent, employee or representative of
any government, instrumentality thereof, to any political party or official thereof, or to
any candidate for political office, for purpose of :

a. influencing any act or decision of such official, agent, employee,

representative, political party, party official, or candidate in his or its official
capacity, including a decision to fail to perform his or its official functions; or

b. inducing such official, agent, employee, representative, political party, party

official, or candidate to use his or its influence with the government or
instrumentality thereof to affect or influence any act or decision of such
government or instrumentality, in order to assist the Company in obtaining or
retaining business for or with, or directing business to any third party.

22.8 Main Contractor further undertakes

a. that no part of the payment of any amounts due and payable under this
Agreement shall in any way be distributed to Subcontractor or its affiliate or
any of the employees thereof;

b. that no gratuity, gift or payment of any nature shall be accepted by Main

Contractor where the intent of the offer or maker thereof is to corruptly
influence the performance of the Subcontractor obligations under this
Agreement and the business resulting there from, in any manner.

22.9 Main Contractor further agrees that if subsequent developments cause the
undertakings, representations and warranties made and information reported herein to
be no longer accurate or complete at any time, the Consultant will immediately so
advise Subcontractor.

22.10 Main Contractor acknowledges that Subcontractor entered into this Agreement with
Main Contractor in material reliance on the above representations, warranties and
undertakings.

22.11 Hence, and notwithstanding anything to the contrary, if Main Contractor takes any
action that could constitute a violation of the Corrupt Payment Laws or of the above
representations, warranties and undertakings, this Agreement shall automatically be
suspended and/or terminated at Subcontractor discretion in accordance with this and
no further payments shall be due by Subcontractor. Such suspension and/or
termination shall be at no cost to Subcontractor and Main Contractor holds
Subcontractor harmless against all the consequences of such termination.

ARTICLE 23 : NOTIFICATION

All notices, requests, demands and other communications required or permitted hereunder
shall be in writing and shall be deemed to have been duly given when delivered by hand,
against acknowledgement of receipt, or mailed, certified or registered mail with postage
prepaid, or sent by facsimile or courier, as follows:

for Main Contractor

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 for Subcontractor

IN WITNESS WHEREAS, the Parties hereto have duly executed this Agreement as of the
date and year first above-written.

___________________________

___________________________

Annex1 : scope of works of each party

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