Joint Venture Agreement (JVA)

This JV Agreement (JVA) has entered into this 25th 12th Day of NovemberFeb, 2015 2019 by and between;

1. M/s. Izdihar Al-Gharraf for General Trade, Transportation, and Services/Limited Ghantoot Transport &
General Contracting L.L.C. , a company organized under the laws of Oman Iraq with Commercial registration
number 1100531000334-02 , and registered address at Al-Karama ,Rifay Dhi QarP.O. Box 1224, P.C. 114,
Iraq, Al Khuwair, Muscat, Sultanate of Oman, Represented By Mr. Nidal ArmoutiMurtadha Mohammed
(Hereinafter referred to as The FIRST PARTY. GhantootEGC);
And:
2. M/s. Majellan Geotechnical & Environmental Solution_______________________s Co., a company
organized under the laws of Hashemite kingdom of Jordan___________ with registration number
1278____, and registered address at P.O. Box 850991, No. 170, Queen Rania St., Amman-11185
Jordan_____________, Represented By Mr. Tariq Al-Bitar_____ (Hereinafter referred to as The SECOND
PARTY. MGES)_____)

Article 1 - Preamble

1. WHEREAS, the 1st PARTY is an excellent grade general contractor registered in Oman Iraq and the 2ND
PARTY is a specialized environmental contractor who’s registered in Amman & operating in Middle East &
GCC.

2. WHEREAS, this JV AGREEMENT is set for the terms and understanding between both parties for the
purpose of participating in Beah Garraf Oil Field “PETRONAS CARIGALI IRAQ HOLDING B.V.Oman
Environmental Services Holding Company (S.A.O.C)” tender # PCIHBV/2019/PD&T/2272T/15/2015 PROVISION
OF ENGINEERING, PROCUREMENT, CONSTRUCTION AND COMMISSIONING (EPCC) OF EVAPORATION POND FOR
GARRAF Design And Construction of an Expansion of the Engineered Sanitary Landfill in Garraf Oil Field,
Qalat Sukkar District, Thi Qar Province, Republic of Iraq Barka, South Al-Batinah Governorate.

3. WHEREAS, the Parties are here to agree that first party will be the Main / Lead Contractor in line with client
tender requirements; and both parties are responsible for the entire execution of the project, jointly and
severally.

4. WHEREAS, Ghantoot EGC and MGES Petrocil have concluded that it is in their respective best interests
to enter into this Agreement.

NOW, THERFORE, for and in consideration of the mutual covenants and promises recited herein, the parties
agree as follows.

Article 2 - Purpose & Responsibilities

2.1 The major and common purpose and responsibilities of the Parties is to Sharing the accumulated experience
& qualification of both parties together in order toorder to deliver a one strong turnkey project, and to
increase the possibility of wining the project and execute it in a professional manner.

2.2 The above goal will be accomplished by undertaking the following responsibilities:

2.2.1 1ST Party’s Responsibilities & Obligations

2.2.1.1 Handling of all construction works & all its related issues as detailed in the tender docs, and
detailed scope of works parts 5 Procurement & 3 6. broadlyConstruction broadly classified
as below excluding the scope not described in the 2nd party scope of works such as:

 Site Mobilization Formatted: Font: (Default) +Body CS (Arial), 10 pt

 Earthworks- Landfill Formatted: List Paragraph, Bulleted + Level: 1 + Aligned at:
 Site Survey and Access 1.22" + Indent at: 1.47"

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Joint Venture Agreement (JVA)

 Earthworks- Evaporation Ponds

 Permit to Work (PTW)
 Landfill fencing and site security
 Safety
 CONTRACTOR’S Representative at WORKSITE
 Earthwork and Infrastructure
 Surface Dewatering
 Roads & Signage
 Surface water & surface runoff management
 LandscapingSite utilities
2.2.1.32.2.1.2 Above works shall include where applicable but not limited to the following:
 Procurements & materials approvals; Procurement of the materials and related issued
“clearing, forwarding, customs & taxes”, materials approval and handover.
 Authorities approvals
 All construction works
 Provisions of all resources needed to complete the works above such as “machinery,
equipment, manpower “unskilled and skilled labors, site staff and supervisors”
 Commissioning & handover of all materials related to above scope of works
 Financing and provision of all related bank bonds and insurances
 Project Maintenance and warranties

2.2.2 2nd Party’s Responsibilities & Obligations

2.2.2.1 Handling of all related issues for execution of landfills & evaporation ponds as detailed in
the tender docs and as detailed below excluding the scope described in the 1st party scope
of works.

 DESIGN AND ENGINEERING

 Design Basis Memorandum (DBM)

 FEED Package Review
 Detail Engineering and Engineering Deliverables
 Soil Investigation Requirements
 Detail Engineering
 Project Management
 Project Control
 Landfill Geosynthetics-lining system
 Evaporation pond - Geosynthetics-lining-system
 Leachate collection & detection systems
 Leachate transfer system
 Gas venting and collection system

However, both parties confirm that the format of this JV is integrated Joint Venture and both parties are jointly
and severally liable for design, execution, completion, testing and commissioning and handing over of the project,
as per the regulations set out in the tender documents.

The JV further confirms that each party holds his share of the tender based on the prices provided by him for his
scope of work

Article 3 - General Terms & Conditions

3.1 Each party shall indemnify the other party against any issues that may arise from any default for their part
of work.
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3.2 The JV parties shall submit the tender as an unregistered JV; however in case of successful bid the JV will
make legal registration in Oman Iraq for the purpose of execution the project.

3.3 Further terms & conditions will be discussed and agreed upon after award.

3.4 Immediately upon the Contract being awarded, the Parties shall enter into and sign a detailed Post Tender
JV Agreement in order to determine in detail the contractual stipulations governing their cooperation as JV
with Ghantoot EGC as Main contractor (regarding management, liabilities, costs etc.); basis of this JVA
agreement shall be reflected on the basis of Post Tender JV Agreement.

3.5 In case of successful award the JV will open a joint bank account to be managed by both parties in a mutually
agreed manner.

Article 4 - Confidentiality & Compensation

4.1 Both parties shall maintain confidentiality of all correspondences, agreements, docs, dwg and rates of each
other’s. In no case any of the parties shall declare or make public of any information that is not considered
public information to any third party without the written consent of the other partner. Both parties agree to
keep and protect the interest of each other’s.

4.2 If any PARTY is required to disclose such confidential information to a third party, it will notify the other
PARTY of such disclosure in advance, to the extent possible, specifying the information to be disclosed; and
the party shouldn’t release any confidential information unless receive a written NO OBJECTION letter from
the other party.

4.3 The obligations of this Article shall remain in force during the term of this JV and for unlimited period following
its termination or expiration. Any PARTY possessing confidential documents concerning any other party
shall, upon termination or expiry of this JV, deliver such documents promptly to such other party without any
copies having been taken.

4.4 Both parties agree that they are not allowed to participate in same tender with a 3rd party unless otherwise
agreed and receiving a written no objection letter from the other JV party.

Both partners agree to enter to this JV agreement with good faith and loyalty towards each other’s for
the successful business cooperation.

Article 5 - Law:

This JV agreement (JVA) is governed by, and will be constructed in accordance with, the laws of the Sultanate
of OmanRepublic of Iraq.

Article 6 - Settlement of Disputes

6.1 All disputes, differences and questions arising out of or in connection with this Agreement which cannot be
settled amicably between the Parties shall be referred to arbitration and shall be settled as per Arbitration
Law enacted by Royal Decree No. 47 of 1997 in Commercial and Civil Disputes of Sultanate of Oman, by
one or more arbitrators appointed in accordance to the Rules. Such arbitration shall be conducted in English,
the sole arbitrator / chairman of an arbitral tribunal shall be a lawyer, legal consultant or judge and each
party shall bear their own costs of arbitration unless the arbitrator rules otherwise.

6.26.1 This Agreement shall be governed by the substantive laws of the Republic of IraqSultanate of Oman.
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Joint Venture Agreement (JVA)

Article 7 - Commencing With Effect

7.1 This JVA shall become effective upon the signing by the PARTIES and remain in effect as long as the tender
process for the Project is in effect.

7.2 If the tender process is temporarily suspended or put aside, the present JVA will remain in force for at least
6 months from the date the decision to suspend the tender process is notified to, or is mutually agreed as
having come into effect by, the PARTIES.

7.3 This JVA may be renewed with such conditions and for such term as the PARTIES may so agree in writing
from time to time. In the absence of such a written agreement by the PARTIES to renew, this JVA shall
automatically terminate on the expiration date, and the confidentially shall remain unlimited as stated into
above article # 4

Article 8 - Termination

This Agreement shall terminate on any of the following occurrences:

8.1 Failure of the Parties to submit a bid to the Employer, or

8.2 The Contract is awarded to a third party, or

8.3 Upon expiry of the validity period of the Tender unless extended by mutual agreement of the Parties, or

8.4 The conclusion of the Pre Bid JV Agreement as per Article 8 hereof, or

8.5 The Agreement is terminated by mutual consent of the Parties.

8.6 Within one year from the date hereof and the Tender is not awarded, unless otherwise agreed.

8.7 Failure of the Parties to agree on the Tender pricing.

8.8 Failure of any parties to maintain the confidentiality as per article # 4

Article 9 - Contacts

Communication between the PARTIES shall be in the English language. Any and all formal notices or other
communications under or pertaining to this JV shall be in writing or facsimile or e-mail, which shall be confirmed
in writing, and shall be considered as sufficiently given or transmitted if sent by first-class mail, postage prepaid,
duly registered or certified, and addressed to respectively:

JV Leader

Izdihar Al-Gharraf for General Trade, Transportation, and Services/Limited M/s. Ghantoot Transport &
General Contracting LLC
Al-Karama ,Rifay Dhi Qar, Iraq P O Box 1224, PC 114, Muscat, Sultanate of Oman
Tel: +968 964781521450124398160
Fax: +968 24398150
Email: roadsmurtadda@ghantootgroup.aeegciq.com

JV Partner

M/s. Majellan Geotechnical & Environmental Solutions Co

P. O. Box - 850991, No. 170, Queen Rania St., Amman-11185 Jordan
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Joint Venture Agreement (JVA)
Tel: +962 6 5639434/2/1
Fax: +962 6 5639435
Email: tariq.albitar@ges.me/ Cc: hanan.shaltaf@ges.me

IN WITNESS WHEREOF, the PARTIES have caused this PBJVA to be executed in two (2) original copies by their
respective duly authorized representatives effective as of the date first written below:

1st Party/ JV Leader

Party representative Name: Murtadha MohammedNidal Armouti Position: General ManagerManaging

Director

Signature…………………………………………………... Date………………………………….

2nd Party/ JV Partner

Party representative Name: Tariq Albitar Position: CEO

Signature…………………………………………………...Date………………………………….

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