Geoscientist Contract Pgei

GEOSCIENTIST ON CALL SERVICES CONTRACT
REPUBLIC OF THE PHILIPPINES
CONTRACTOR SERVICES CONTRACT No. AKHIAPEC2019-022
AMONG
ALLFIRST KALINGA HOLDINGS, INC.
ARAGORN POWER AND ENERGY CORPORATION
AND
PREMIER GEO-EXEL, INC
Effective Date: 1 July 2019
PGEI Geoscientific Contract No AKHIAPEC2019-022 AKHIAPEC2019-022

PGPC-IU400 Philippines Loc-Intl (Rev2 May 2009)
Bid Version
TABLE OF CONTENTS
SECTION PAGE
AGREEMENT .............................................................................................................................................. 1
1. DEFINITIONS, INTERPRETATION AND EXHIBITS ................................................................ 1
2. SERVICES....................................................................................................................................... 6
3. EFFECTIVENESS, TERMINATION AND SUSPENSION ........................................................ 10
4. REPRESENTATIONS AND WARRANTIES .............................................................................. 13
5. ADDITIONAL OBLIGATIONS ................................................................................................... 16
6. FINANCIAL MATTERS .............................................................................................................. 18
7. CONTROLS, RECORDS AND INSPECTION ............................................................................ 23
8. TAXES........................................................................................................................................... 26
9. IMPORT AND EXPORT OBLIGATIONS .................................................................................. 28
10. CLAIMS, LIABILITIES AND INDEMNITIES ........................................................................... 30
11. MUTUAL RELEASE AND INDEMNITY BETWEEN CONTRACTOR AND RELEASED
CONTRACTORS .......................................................................................................................... 34
12. INSURANCE................................................................................................................................. 35
13. CONTRACT INFORMATION ..................................................................................................... 35
14. BUSINESS RELATIONSHIP ....................................................................................................... 37
15. TRANSFER ................................................................................................................................... 38
16. FORCE MAJEURE ....................................................................................................................... 38
17. GOVERNING LAW AND RESOLUTION OF DISPUTES ........................................................ 40
18. NOTICES, REPRESENTATIVES AND CONTACT INFORMATION ...................................... 41
19. PUBLIC ANNOUNCEMENTS .................................................................................................... 42
20. THIRD PARTY RIGHTS .............................................................................................................. 42
21. GENERAL PROVISIONS ............................................................................................................ 42
EXHIBIT A – SCOPE OF WORK ............................................................................................................. 46
EXHIBIT B – INDEPENDENT CONTRACTOR HEALTH, ENVIRONMENTAL AND SAFETY
GUIDELINES ................................................................................................................................ 54
EXHIBIT C – DRUG, ALCOHOL AND SEARCH POLICY ................................................................... 71
EXHIBIT D – COMPENSATION ............................................................................................................. 75
EXHIBIT E – LETTER OF CREDIT TEMPLATE ................................................................................... 82
PGEI Geoscientific Contract No AKHIAPEC2019-022 AKHIAPEC2019-022

Bid Version
This CONTRACTOR SERVICES CONTRACT (“Contract”) dated as of 01 July 2019 (the “Effective
Date”) is made by and between ALLFIRST KALINGA HOLDINGS, INC., a corporation organized and
existing under the laws of the Republic of the Philippines with its office address at 14/F 6750 Ayala Avenue,
Makati City, Philippines, ARAGORN POWER AND ENERGY CORPORATION (APEC), a
corporation organized and existing under the laws of the Republic of the Philippines, with its principal
address at 5/F Tower A Two E-Com Center, Palm Coast Mall of Asia Complex, Pasay City, Philippines
(AKHI and APEC are collectively hereafter referred to as “Company”) and PREMIER GEO-EXEL,
INC., a corporation organized and existing under the laws of the Republic of the Philippines, with its
principal offices at Unit 304, 3rd Floor Civic Prime Bldg. Civic Drive, FCC, Alabang Muntinlupa City
2501, Philippines (“Contractor”).
RECITALS
A. Company desires to engage Contractor for the performance of certain services on the terms and
conditions set out in this Contract.
B. Contractor represents that it has significant expertise relevant to the services contemplated by this
Contract, and desires, itself and through subcontractors, to provide these services for the benefit of
Company on the terms and conditions set out in this Contract.
C. In consideration of the mutual promises set out in this Contract, and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, Company and Contractor
agree to be bound by the terms of this Contract.
AGREEMENT
1. DEFINITIONS, INTERPRETATION AND EXHIBITS
1.1 Definitions. As used in this Contract, these words or expressions have the following
meanings:
“Affiliate” means any legal entity which controls, is controlled by, or is under common
control with, another legal entity. An entity is deemed to “control” another if it owns
directly or indirectly at least fifty percent of either of the following:
(A) The shares entitled to vote at a general election of directors of such other entity.
(B) The voting interest in such other entity if such entity does not have either shares or
directors.
“Area of Operations” has the meaning given in Exhibit A – Scope of Work, and any other
area within Company’s operational control where any member of Contractor Group
performs or is expected to perform the Services.
“Claim” means any claim, liability, loss, demand, damages, Lien, cause of action of any
kind, obligation, costs, royalty, fees, assessments, penalties, fines, judgment, interest and
award (including recoverable legal counsel fees and costs of litigation of the Person
PGEI Geoscientific Contract No AKHIAPEC2019-022

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asserting the Claim), whether arising by law, contract, tort, voluntary settlement or
otherwise.
“Company” means the Person defined as “Company” in the introductory paragraph of this
Contract.
“Company Group” means Company, Company’s Affiliates, Joint Interest Owners and their
Affiliates, and the directors, officers and employees of all of them, and any other Person
(excluding Contractor Group, Company’s contractors and their subcontractors and the
employees of those contractors and subcontractors) whose presence in the Area of
Operations is by invitation of any other member of Company Group.
“Company Representative” means the person identified as the Company Representative,

as set out in the Exhibit A – Scope of Work to this Contract, or any other person replacing
that individual as Company Representative in accordance with Section 18.2(B).
“Completion Date” means the date by which the Services must be fully performed, as set
forth in Exhibit A - Scope of Work.
“Contract Information” means all information (including business, technical and other
information), data, knowledge, works and ideas that are provided or made available to
Contractor by Company orally, visually, by document, electronic mail, computer disks,
magnetic tape, or by any other manner, whether directly or indirectly, for the purposes of
this Contract or that Contractor learns, discovers, develops or creates as a consequence of
or arising out of Contractor entering into this Contract or performing the Services,
including all original works of authorship, inventions, discoveries and improvements that
are made or conceived by Contractor Group in the performance of the Services and all
intellectual property rights associated with those original works of authorship, inventions,
discoveries and improvements, but does not include information that is any of the
following:
(A) Contractor Background Technology.
(B) Available generally to the public, as evidenced by printed publication or similar

proof, through no act or omission of Contractor Group.
(C) Independently made available to Contractor by a third party with a legal right to
disclose that information without restriction.
Detailed information shall not be excluded from the definition of Contract Information
merely because it is embraced by more general information excluded under paragraphs (A),
(B) or (C) above. Combinations of items shall not be so excluded unless the combination
itself and its principle of operation fall within paragraphs (A), (B) or (C) above.
“Contractor” means the Person defined as “Contractor” in the introductory paragraph of

this Contract.
“Contractor Background Technology” means technical information and know-how,

including any invention, improvement or discovery, whether or not patentable, that is
conceived, owned or controlled by Contractor prior to the Effective Date or that is

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generated or created independently of this Contract during or after the Term of this
Contract, including any patent rights which claim such technical information, know-how,
or both.
“Contractor Group” means Contractor, Contractor’s Affiliates, Subcontractors, and

directors, officers, employees and other personnel of all of them, and any Person acting on
behalf of any of them in connection with any subject matter of this Contract.
“Contractor Representative” means the person identified as Contractor Representative, as

set out in the Exhibit A – Scope of Work to this Contract, or any other person replacing
that individual as Contractor Representative in accordance with Section 18.2(B).
“Controls” means the collection of internal processes (including policies, procedures,

codes and other internal management systems) adopted by an organization for any of the
following purposes:
(A) To obtain assurances that the organization and its directors, officers, employees
and other personnel (and any other Person acting on behalf of any of them in
relation to the organization or its activities) comply with applicable laws and
regulations and the policies of that organization.
(B) To obtain assurances that the financial reporting of the organization is reliable, that
its assets are safeguarded and that its operations are effective.
(C) To help determine how the organization, its directors, its officers, its employees
and its other personnel (and any other Person acting on behalf of any of them in
relation to the organization or its activities) perform or behave, including the
assessment of the effectiveness of, and the correction of any deficiencies in, such
Controls.
“Country” means the Republic of the Philippines.
“Currency” means Philippine Peso (PHP).
“Dispute” means any dispute or controversy arising out of this Contract or the performance
of the Services, including a Claim under this Contract and any dispute or controversy
regarding the existence, construction, validity, interpretation, enforceability or breach of
this Contract.
“Effective Date” means the date defined as “Effective Date” in the introductory paragraph
of this Contract.
“Exhibit” means a document referred to in Section 1.3(A).
“Force Majeure Event” has the meaning given in Section 16.
“Import/Export Charges” has the meaning given in Section 9.1(A).
“Import/Export Exemptions” has the meaning given in Section 9.1(B).

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“Import/Export Items” has the meaning given in Section 9.1(C).
“Indemnitee” means each Person who is a member of Company Group.
“Joint Interest Owner” means a Person (including a co-interest owner, joint venturer,
partner or co-lessee of Company) who shares an economic interest in common with
Company or an Affiliate of Company in relation to the Area of Operations.
“Lien” means charge, encumbrance or similar right available to creditors at law to secure
debts owed to them.
“Party” means Company or Contractor and “Parties” mean both of them.
“Person” means an individual, corporation, company, state, statutory corporation,

government entity or any other legal entity.
“Point of Origin” has the meaning given in Exhibit D - Compensation.
“Products” means all products, property, equipment and materials that are installed or
delivered to Company as part of the provision of the Services.
“Property” of a Person means property owned, leased or furnished by that Person or in

which that Person has an economic interest.
“Public International Organization” means an international organization formed by states,

governments, or other public international organizations, whatever the form of
organization and scope of competence.
“Records” means information in any recorded form, whether electronic or otherwise,

including books, papers, documents, contracts, financial accounts, ledgers, recordings,
purchase orders, invoices, vouchers, receipts, manifests, correspondence, memoranda,
instructions, plans, drawings, personnel records, timesheets, payroll records, inspection
records, registers, statements, reports, written and other information on procedures and
Controls, computer data and other data.
“Released Contractor” has the meaning given in Section 11.1.
“Released Contractor Group” has the meaning given in Section 11.2.
“Required Standard of Performance” means all of the following:
(A) In a good and workmanlike manner, in accordance with generally accepted

international industry practice for the industry in which the Services are to be
provided.
(B) In compliance with the requirements of this Contract.
(C) In compliance with applicable laws and regulations, applicable codes and
standards imposed by law, and applicable codes and standards which have been
adopted by Company and notified to Contractor.

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“Services” means the services and work to be performed by Contractor under this Contract
described in Exhibit A – Scope of Work, including the provision of any products,
equipment and materials set out in that Exhibit, and all other services or goods required to
be provided by Contractor under this Contract.
“Subcontractor” means any Person who is engaged by Contractor or another Subcontractor

to provide the Services (other than a Person engaged as an employee), but does not include
the vendor of Products to Contractor.
“Term” means the period commencing on the Effective Date and ending on the date set
forth in Exhibit A - Scope of Work, during which the Services must be performed by
Contractor.
“Warranty Period” means the following:
(A) In the case of Services, the period of one year beginning on the later to occur of
the day Contractor completes all the Services required to be performed under this
Contract or the effective date of termination of this Contract.
(B) In the case of any particular Product, the period of one year from the later to occur
of:
(1) The date on which the installation of that Product was completed and
placed into service and (if applicable) all required completion tests passed.
(2) The date of first actual operational use of that Product by Company (after
completion of any testing).
“Well Event” means a blowout in a well or other uncontrolled well flow.
“Well Event Control Costs” means all of the following:
(A) The cost of regaining or attempting to regain control of a well following a Well
Event affecting that well, including drilling of wells used for pressure relief to
regain control and extinguishing or attempting to extinguish fires resulting from
that Well Event.
(B) The cost of restoring, re-drilling or plugging and abandoning a well where
restoration, re-drilling or plugging and abandoning is necessary because of a Well
Event.
“Well Event Pollution Costs” mean all Claims for damage or loss to property caused by
pollution or contamination that arises from a Well Event, including cleanup costs. Well
Event Pollution Costs do not include Claims made against or suffered by any member of
Contractor Group for damage or loss to property of any member of Contractor Group.

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1.2 Interpretation. Unless the context expressly requires otherwise, all of the following apply
to the interpretation of this Contract:
(A) The plural and singular words each include the other.
(B) The masculine, feminine and neuter genders each include the others.
(C) The word “or” is not exclusive.
(D) The word “includes” and “including” are not limiting.
(E) References to matters “arising” (or which “arise” or “arises”) “out of this Contract”
include matters which arise in connection with this Contract or have a causal
connection with or which flow from this Contract or which would not have arisen
or occurred but for the entering into this Contract or the performance of or failure
to perform obligations under this Contract.
(F) The headings in this Contract are included for convenience and do not affect the
construction or interpretation of any provision of, or the rights or obligations of a
Party under, this Contract.
(G) If a conflict exists between any provisions of this Contract as they apply to
Contractor, the provision that imposes the more onerous obligation on Contractor
prevails to the extent of the conflict.
1.3 Exhibits.
(A) All of the Exhibits that are attached to the body of this Contract are an integral part
of this Contract and are incorporated by reference into this Contract, including:
(1) Exhibit A – Scope of Work.
(2) Exhibit B – Independent Contractor Health, Environmental and Safety

Guidelines.
(3) Exhibit C – Drug, Alcohol and Search Policy.
(4) Exhibit D – Compensation.
(B) If a conflict exists between the body of this Contract and the Exhibits, the body
(C) If a conflict exists between the Exhibits or within an Exhibit as they apply to
Contractor, the provision that imposes the more onerous obligation on Contractor
2. SERVICES
2.1 Performance of Services. Contractor shall perform the Services in accordance with the
terms and conditions of this Contract throughout the Term.

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2.2 Required Standard of Performance. Contractor shall perform the Services in accordance
with the Required Standard of Performance.
2.3 Non-Exclusive Relationship. Nothing contained in this Contract shall obligate Company
to procure Services from Contractor or prevent Company from procuring Services from
any other contractors. Contractor shall exercise commercially reasonable efforts to enter
into Service Orders requested by Company.
2.4 Timing. Contractor shall perform the Services in a timely manner. If Exhibit A – Scope of
Work provides specific timeframes for performance of the Services, Contractor shall
perform them accordingly. If Exhibit A – Scope of Work provides for a Completion Date,
Contractor shall complete performance of the Services on or before the Completion Date.
2.5 Provision of Materials and Other Matters. Contractor is solely responsible, at its own
expense, for providing all materials, equipment (including vehicles and vessels), other
services, personnel, supervision and expertise necessary to perform the Services as required
by this Contract.
2.6 Title and Risk. If the Services involve the provision of Products, all of the following apply:
(A) Title to each Product vests in Company upon delivery of the Product to the Area
of Operations or other site of installation.
(B) Each Product remains at Contractor’s risk until the Services have been fully
performed.
2.7 Contractor Equipment.
(A) All equipment provided by Contractor and used in the performance of the Services,
including vehicles and vessels, must be in good working order and repair and be
suitable for, and capable of performing, the Services as and when required under
this Contract.
(B) Contractor shall do all of the following:
(1) Operate all equipment provided by Contractor in conformity with all

applicable laws, certifications, licenses and manufacturer’s requirements.
(2) Maintain that equipment in proper and safe operating condition.
(3) Promptly make any repairs needed for the proper and safe operation of that
equipment at Contractor’s sole cost and expense.
(C) If during the performance of the Services Contractor suffers a loss or irreparable
breakdown of equipment used in providing the Services for any reason, Contractor
shall promptly replace that equipment at Contractor’s sole cost and expense.

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2.8 Company Equipment.
(A) Contractor shall inspect all equipment and materials provided by Company for use
by Contractor in providing the Services when first delivered into Contractor’s
possession, and promptly give notice of any defect to Company. Failure to
promptly give notice of a defect to Company precludes Contractor from asserting
any defense or Claim against Company in reliance on a defect which should have
been observed during inspection.
(B) Contractor shall operate all equipment provided by Company in conformity with
all applicable laws, certifications, licenses and manufacturer’s requirements.
2.9 Reports. If required by Exhibit A – Scope of Work or directed by Company

Representative, Contractor shall prepare progress reports, technical reports and production
reports with the frequency and in the format set out in Exhibit A – Scope of Work or
directed by Company Representative. Contractor shall deliver these reports to Company
Representative by mail, facsimile, e-mail or other means agreed to by Company
Representative and Contractor Representative.
2.10 Operational Obligations.
(A) While within the Area of Operations, Contractor shall comply and ensure that all
members of Contractor Group comply with all of the following:
(1) Company guidelines set out in Exhibit B – Independent Contractor Health,

Environmental and Safety Guidelines and Exhibit C – Drug, Alcohol and
Search Policy.
(2) Written instructions concerning health, environmental and safety practices

and procedures to be followed in the performance of the Services which
are provided to Contractor by Company Representative.
(3) All applicable health, environmental and safety laws and regulations.
(B) When performing the Services outside the Area of Operations, Contractor shall
comply and ensure that all members of Contractor Group comply with all of the
following:
(1) Contractor’s policies and procedures relating to health, environmental and

safety.
(2) All applicable health, environmental and safety laws and regulations.
(C) If the Services are provided outside of the United States, Contractor shall comply
with specific requirements as to local content and workforce nationalization as
required by any of the following:
(1) Local and other applicable laws.

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(2) All agreements between Company and Joint Interest Owner, governmental
authorities having jurisdiction over the Area of Operations, or
representatives of local landowners, which are notified to Contractor.
(3) Targets set by Company and communicated to Contractor by written

notice.
2.11 Personnel. Contractor shall comply with all of the following:
(A) Qualifications of Personnel. The personnel assigned by or on behalf of Contractor

must be qualified, competent and sufficiently experienced to perform the Services.
All such personnel must have the qualifications, experience and training required
under all applicable health, environmental and safety practices, procedures,
regulations and any other requirements of applicable law.
(B) Training and Supervision. Contractor shall provide or cause to be provided all
necessary training, education, instruction and supervision of Contractor Group
personnel that is necessary to carry out the duties required in this Contract.
(C) Discipline and Replacement of Personnel. Contractor shall maintain discipline

and lawful and orderly behavior among Contractor Group personnel during the
performance of the Services. If instructed by Company, Contractor shall replace
or remove Contractor Group personnel as follows:
(1) Contractor shall remove and replace, at Contractor’s sole expense, any
personnel who Company determines, in its sole judgment, is or are
unsatisfactory because of non-compliance with the requirements of this
Contract or because of being likely to jeopardize the relationship between
Company and host governments or others in the Country.
(2) Contractor shall remove and replace any of its personnel, if requested by
Company without specifying any reason and in this event, Company’s
obligations for payment to Contractor shall be limited to travel costs
incurred by such removal and replacement as further provided in Exhibit D
– Compensation.
(D) Key Personnel. Key Personnel identified in Exhibit A – Scope of Work must not
be removed or replaced by Contractor or Subcontractors without Company’s prior
written consent.
(E) Requirements of Personnel. Contractor is responsible, at its own expense, for

providing all of the requirements of Contractor Group personnel, including all of
the following:
(1) Benefits, including salaries, wages, insurance (including Workers’

Compensation Insurance or similar insurance), termination payments,
local income taxes, rest leave, overtime, allowances, social benefits,
medical benefits, relocation expenses, indemnities, compensations and
fringe benefits of whatever nature, and any benefits payable under
applicable law or collective labor contracts.

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(2) Medical attention.
(3) Immigration requirements, including passports, visas, work permits, exit

and re-entry permits, medical examinations, personal customs duties and
all other applicable governmental authorizations or documentation
required in connection with the employment of or the entry into, presence
in or exit of Contractor Group personnel from the Area of Operations or
the Country.
(4) Food, lodging and transportation, except as otherwise provided in Exhibit

D – Compensation.
(5) Life saving and personal protective equipment.
2.12 Necessary Permits. Contractor shall obtain and maintain all licenses, permits, consents,
approvals or other authorizations from all governmental or professional or other bodies
having jurisdiction which are necessary for the performance of the Services by Contractor
Group, including authorizations necessary for personnel, their personal effects and
equipment to enter into, operate within and exit from the Country and the Area of
Operations.
3. EFFECTIVENESS, TERMINATION AND SUSPENSION
3.1 Term. This Contract is effective from the Effective Date until the end of the last day of the
Term, unless terminated earlier in accordance with the following provisions, except as
otherwise provided in Section 21.5.
3.2 Termination by Company for Cause.
(A) Right to Terminate. Company may terminate this Contract by giving notice to
Contractor, with the termination effective on the date specified in the notice (or if
no date is specified, termination is effective when Company’s notice is received
by Contractor), if any of the following occurs:
(1) Contractor breaches any of its obligations or warranties under this

Contract.
(2) Contractor fails to perform the Services as required in this Contract.
(3) A representation made by Contractor in this Contract is untrue or incorrect.
(4) Contractor or its parent company seeks relief, or its creditors bring action
against Contractor or its direct or indirect parent, under any bankruptcy or
insolvency law.
(5) Contractor or its parent company makes an assignment for the benefit of
creditors or other arrangement or composition under a law which prevents
enforcement or collection of debts in full.

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(6) Contractor or its parent company becomes insolvent or is otherwise unable
to pay its debts as they come due in the ordinary course of business.
(7) Contractor or its parent company ceases or suspends operation of or sells

a substantial portion of its business or any portion of its business relating
to the performance of the Services; or a trustee, liquidator or receiver is
appointed over some or all of the assets of Contractor or its direct or
indirect parent used in the performance of the Services.
(B) Company’s Remedies. If this Contract is terminated by Company under

Section 3.2(A), Company may (itself, or through another contractor) complete the
performance of the Services that were not completed by Contractor prior to
termination, and Contractor shall pay to Company all costs reasonably incurred in
completing the Services and all other costs necessitated by the termination that
would not otherwise have been incurred, including all of the costs listed below:
(1) Any additional mobilizing and demobilizing costs incurred by other

contractors or by Company.
(2) Excess costs incurred in obtaining performance of the remaining Services

by other contractors or by Company.
(3) Any damages or penalties incurred by Company resulting from delay in

completing the Services.
(C) Non-Exclusive Remedies. The remedies set out in Section 3.2(B) are not
exclusive and Company reserves all other rights and remedies available under this
Contract, at law or in equity. Company’s termination of this Contract does not
constitute a waiver or election of any rights or remedies that Company may have
against Contractor.
(D) Contractor’s Entitlement Following Termination for Cause. If Company

terminates this Contract under this Section 3.2, Company shall pay Contractor for
that portion of the Services which Company, in its sole judgment, determines were
satisfactorily performed prior to termination.
3.3 Termination by Contractor for Cause.
(A) Right to Terminate. Contractor may terminate this Contract if Company fails to
pay Contractor’s undisputed invoices under this Contract when due and fails to
remedy the non-payment within thirty days from receiving Contractor’s notice of
termination as provided in Section 6.3(D). Unless Company pays or disputes such
invoice, termination is effective thirty days following receipt of Contractor’s notice
to terminate.
(B) Contractor’s Remedy. If Contractor terminates this Contract under this

Section 3.3, Company shall pay Contractor for performance of the Services
satisfactorily performed prior to termination plus actual, direct and non-
recoverable costs reasonably incurred by Contractor for the purposes of this

Contract or necessitated by the termination or by Company’s failure to pay which
cannot be avoided or mitigated and which have not already been compensated.
(C) Exclusive Remedies. The remedies provided in this Section 3.3 are Contractor’s
exclusive remedies for Company’s failure to pay undisputed invoices as provided
in Section 6.3(D) and Contractor waives all other remedies.
3.4 Termination for Force Majeure.
(A) Force Majeure. If Contractor is unable to perform any portion of the Services as
a result of a Force Majeure Event and Contractor notifies Company in accordance
with Section 16.3, Company may terminate this Contract by giving notice to
Contractor if Company, in its sole judgment, determines that the Force Majeure
Event is of sufficient duration to substantially diminish Company’s benefit from
this Contract. Termination is effective on the date specified in the notice, provided
that if no date is specified, termination is effective when Company’s notice is
received by Contractor.
(B) Contractor’s Remedy. If Company terminates this Contract under this

Section 3.4, Company shall pay Contractor for that portion of the Services which
Company, in its sole judgment, determines were satisfactorily performed prior to
termination.
3.5 Termination Without Cause.
(A) Company may terminate this Contract at any time by giving Contractor not less
than thirty days’ notice of termination. Termination under this Section 3.5 is
effective on the date specified in the notice (or if no date is specified, on the
thirtieth day following Contractor’s receipt of the notice).
(B) If Company terminates this Contract under this Section 3.5, Company shall pay
Contractor for that portion of the Services which Company, in its sole judgment,
determines were satisfactorily performed prior to termination. In addition,
Company shall pay Contractor an amount reasonably calculated to compensate
Contractor for expenses it has incurred for the purpose of performing its
obligations under this Contract (excluding any profit component), less any amount
that Contractor could have avoided or mitigated or for which Contractor will be or
can be otherwise compensated.
(C) If Company attempts to terminate this Contract pursuant to Sections 3.2 or 3.4 and
if it is determined in accordance with Section 17 or otherwise that the grounds for
termination under those Sections did not exist at the time of Company’s attempted
termination, then the notice of termination given by Company is deemed to have
been given under this Section 3.5.
3.6 Suspension for Cause.
(A) Right to Suspend. Company may suspend with immediate effect the performance
by Contractor of all or any part of the Services by giving notice to Contractor if
Company, in its sole judgment, determines that in providing the Services any

member of Contractor Group is failing to comply with Exhibit B – Independent
Contractor Health, Environmental and Safety Guidelines, or with Exhibit C –
Drug, Alcohol and Search Policy, or with written instructions provided to
Contractor under Section 2.10(A)(2), or with applicable safety laws and
regulations while in the Area of Operations. Suspension under this Section 3.6
continues until Company notifies Contractor that the suspension is lifted.
Contractor acknowledges that Company has no obligation to lift the suspension
until it is satisfied that Contractor will thereafter comply with those requirements.
(B) Compensation and Expenses during Suspension. If Company suspends the

performance of all or part of the Services under Section 3.6(A), Contractor is not
entitled to compensation for the period of the suspension or to reimbursement of
any expenses incurred during the suspension.
3.7 Suspension Without Cause.
(A) Right to Suspend. Company may by notice to Contractor suspend with immediate
effect the performance by Contractor of all or any part of the Services for any
reason. Suspension under this Section 3.7 continues until Company notifies
Contractor that the suspension is lifted, provided that after a period of ninety days,
or such longer period as the Parties may agree, Company will lift the suspension
or terminate the Contract pursuant to Section 3.5.
(B) Compensation and Expenses during Suspension. If Company suspends the

performance of all or part of the Services under Section 3.7(A), Contractor is
entitled to reasonable compensation for the period of the suspension as agreed
between the Parties. In addition, Company shall reimburse to Contractor all of the
following expenses of Contractor which are actual, direct and non-recoverable:
(1) Expenses incurred by Contractor as a consequence of the suspension

which are reasonably necessitated by the suspension.
(2) Expenses otherwise incurred by Contractor during the period of the

suspension which Contractor could not reasonably have avoided in order
to be able to re-commence performance of the Services upon the
suspension being lifted.
3.8 Reservation of Rights During Suspension. Suspension of the performance of all or part
of the Services under Sections 3.6 or 3.7 does not affect any other right of Company under
this Contract, including the right to terminate this Contract.
4. REPRESENTATIONS AND WARRANTIES
4.1 Initial Representations. Contractor represents and warrants to Company that as of the
Effective Date:
(A) Contractor is a corporation or company (as the case may be) duly organized,
validly existing and in good standing under the laws or the jurisdiction of its
organization.

(B) Contractor has full corporate or company power and authority to enter into and
perform this Contract, and has taken all actions necessary to authorize its execution
and delivery of this Contract.
(C) This Contract has been duly executed and delivered by its authorized officer or
other representative and constitutes its legal, valid and binding obligation
enforceable in accordance with its terms, and no consent or approval of any other
Person is required in connection with its execution, delivery and performance of
this Contract.
(D) Contractor understands the nature and scope of the Services required by this
Contract and with all relevant matters which may affect or govern the provision of
the Services, including all of the matters listed below:
(1) The geographic, climatic, weather, economic, security, political and

cultural conditions prevailing in the Country and the Area of Operations.
(2) The availability and quality of third-party services, labor, material,

transportation, equipment and facilities in the Country and the Area of
Operations.
(3) Rules, regulations, statutory guidelines, orders, ordinances, codes, policies

and laws which have legal force in the Country or the Area of Operations
or which apply to the provision of the Services.
(E) No event has occurred prior to the Effective Date which, had it occurred after the
Effective Date, would constitute a violation of Section 5.2 or Section 5.3.
4.2 Continuing Representations. Contractor represents and warrants to Company all of the
following, as of the Effective Date and on a continuing basis during the effectiveness of
this Contract:
(A) Contractor and the members of Contractor Group have the technical competence,
financial capacity, management skills, resources and equipment necessary to
perform their obligations under this Contract.
(B) Contractor Group personnel to be used to perform the Services are competent,
qualified, fit for duty and skilled for the purpose of performing the Services as
required by this Contract.
(C) Contractor and the members of Contractor Group are at all relevant times in
compliance with all requirements of this Contract, and have obtained all necessary
licenses, permits, consents, approvals and other authorizations.
4.3 Services Warranty. In addition to the rights and remedies provided elsewhere in this
Contract, Contractor gives the following warranties regarding all Services which are
provided under this Contract:
(A) Contractor warrants that Contractor Group will perform and complete the Services
in accordance with the Required Standard of Performance.

(B) In the event that Contractor Group fails to perform or complete all or any portion
of the Services as warranted under Section 4.3(A), Company shall provide notice
to Contractor of this failure. This notice must be given to Contractor not later than
thirty days after expiration of the Warranty Period for the Services. At Company’s
option, Contractor shall remedy the failure in one of the following ways:
(1) Contractor must re-perform the non-conforming Services at Contractor’s

sole cost and expense to the reasonable satisfaction of Company.
(2) Contractor must refund or credit Company, as applicable, that portion of

the compensation that is attributable to the non-conforming Service.
4.4 Product Warranty. In addition to the rights and remedies provided elsewhere in this
Contract, Contractor gives the following warranty regarding all Products (if any) which are
provided as part of the Services:
(A) Contractor warrants to Company all of the following:
(1) Unless otherwise agreed by Company in writing, all Products are new and
free from defects in workmanship and materials.
(2) All Products are as described in and meet the requirements of this
Contract, are of merchantable quality, and are fit for the purpose for which
they are installed.
(3) Title to all Products is vested in Company, free of any Liens or other
adverse Claims.
(4) At all times during the relevant Warranty Period, the Products will perform
in accordance with their represented performance specifications, will
exhibit no defects or faults other than normal wear and tear in the
circumstances in which the Product is located, and will not fail due to
defective workmanship or materials.
(B) In addition to the specific Product warranties given above, Contractor gives to
Company all warranties in relation to Products that are implied by applicable law.
No warranties which apply by law but are capable of being excluded by contract
are excluded.
(C) In addition to the specific and general warranties given above, Contractor assigns
to Company, and repeats to Company, all warranties given by vendors of the
Products to members of Contractor Group in relation to the Products.
(D) If any Product does not satisfy any warranty given in Section 4.4(A), Company
may give notice to Contractor of this failure. Provided this notice is given to
Contractor not later than thirty days after expiration of the Warranty Period (or in
the case of warranties given under Sections 4.4(B) and 4.4(C), the relevant
warranty period applicable to that warranty) then at Company’s option Contractor
shall replace or repair the non-conforming Product to Company’s reasonable
satisfaction or refund that portion of the compensation that is attributable to the

non-conforming Product. Contractor shall pay all costs incurred in retrieving,
removing and reinstalling the non-conforming Product, including shipping and
import duties. The warranties given in Section 4.4 are repeated for all repaired and
replaced Products upon completion of the repair or replacement.
4.5 Time to Remedy. Where a notice is received by Contractor under Sections 4.3(B) or
4.4(D), Contractor shall commence corrective action as soon as reasonably possible after
receipt of the notice from Company. If Contractor fails to perform the remedial action
within a reasonable period of time, Company has the right to remedy the defect by itself or
by engaging another contractor, and Contractor is responsible for all reasonable costs
incurred by Company.
4.6 Warranties Not Limited. The warranties set out in this Section 4 are in addition to any
and all other warranties, whether express, implied or statutory, that may otherwise be
applicable, including any implied warranties of merchantability, fitness for purpose or
satisfactory quality.
5. ADDITIONAL OBLIGATIONS
5.1 Error in Information. If any member of Contractor Group has reason to believe that
Contract Information or other information provided by Company for use by Contractor in
providing the Services contains an error or is otherwise unreliable, Contractor shall notify
Company of the error or unreliability within five days of first discovery of the error or
unreliability, and must not act in reliance on that information except in accordance with
subsequent written instructions from Company. Failure to notify Company of the error or
unreliability pursuant to this Section precludes Contractor from asserting this error or
unreliability in any Claim or defense in a Dispute.
5.2 Conflict of Interest.
(A) Prohibition. No member of Contractor Group may engage in any of the following
activities without Company’s prior written consent:
(1) Give to or receive from any director, employee or agent of Company or

any Affiliate of Company in connection with the Services, either of the
following:
(a) Any gift, entertainment or other benefit of significant cost or

value.
(b) Any commission, fee or rebate.
(2) Enter into any business arrangement with any director, employee or agent
of Company or any Affiliate of Company (other than as a representative
of Company or its Affiliate).
(B) Reporting Violations and Reimbursement. Contractor shall immediately notify

Company of any violation of Section 5.2(A) or of the occurrence of any event prior
to the Effective Date which, if it had occurred after the Effective Date, would
constitute a violation of Section 5.2(A). In addition to any other remedies to which

Company may be legally entitled, Contractor shall reimburse or issue a credit to
Company equal to the value of the benefit received by or given to the director,
employee or agent of Company or any Affiliate of Company as a consequence of
that violation or event.
(C) Termination. Company may, at its sole option, terminate this Contract with
immediate effect for any violation of Section 5.2(A) or breach of the warranty set
out in Section 4.1(E). If Company terminates this Contract for violation of
Section 5.2(A) or breach of the warranty set out in Section 4.1(E), Company is not
obligated to pay compensation or reimbursement to Contractor for any Services
performed or expenses incurred after the date of termination.
5.3 Improper Influence.
(A) Prohibition. No member of Contractor Group may make any payment or give
anything of value to any official of any government or Public International
Organization (including any officer or employee of any governmental department,
agency, company or other instrumentality) to influence the official’s or
organization’s decision or to gain any other advantage for Company Group or
Contractor Group or any of them arising out of this Contract.
(B) Reporting Violations and Reimbursement. Contractor shall immediately notify

Company of any violation of Section 5.3(A) or of the occurrence of any event prior
to the Effective Date which, if it had occurred after the Effective Date, would
constitute a violation of Section 5.3(A), and pay Company an amount equal to the
amount of the payment or the value of the gift paid or given in that violation or
event.
(C) Termination. Company may, at its sole option, terminate this Contract with
immediate effect for any violation of Section 5.3(A) or breach of the warranty set
out in Section 4.1(E). If Company terminates this Contract for violation of
Section 5.3(A) or breach of the warranty set out in Section 4.1(E), Company is not
obligated to pay compensation or reimbursement to Contractor for any Services
performed or expenses incurred after the date of the violation or event in question.
5.4 Compliance with Laws. Without limiting any other provision in this Contract, Contractor
shall comply with, and shall ensure that all members of Contractor Group comply with, all
applicable permits, licenses, authorizations, concessions and clearances and all applicable
laws and regulations, including those of the Country.
5.5 Subcontractors. Before engaging any Subcontractor in connection with the performance
of the Services, Contractor shall obtain the express legally enforceable written agreement
of that Subcontractor to comply with the provisions of this Contract which stipulate
requirements for Subcontractors or members of Contractor Group. Contractor shall ensure
that Subcontractors comply with all such agreements.
5.6 Members of Contractor Group. In addition to Contractor’s obligations in relation to

Subcontractors under Section 5.5, Contractor shall ensure that all other members of
Contractor Group comply with the requirements for Contractor Group which are set out in
this Contract.

5.7 Data Privacy. As set out in Exhibit E – Data Privacy Agreement, Contractor will comply
with all reasonable requests of Company with respect to protecting personal data of
Company employees, customers, and suppliers it receives in connection with its
performance of the Services, including following Company’s instructions in connection
with processing such personal data; implementing adequate security measures to protect
such personal data; not disclosing such personal data to any third party without Company’s
written permission; and complying with all applicable data privacy laws including
Republic Act No. 10173 (the Data Privacy Act of 2012) and its implementing rules and
regulations.
6. FINANCIAL MATTERS
6.1 Compensation. Subject to the terms and conditions of this Contract, Company shall pay
Contractor as full compensation for the Services performed by Contractor in accordance
with Exhibit D – Compensation.
6.2 Contractor’s Invoices.
(A) Contractor shall deliver invoices to the address set out in Exhibit D -
Compensation.
(B) Contractor shall include all of the following information in every invoice:
(1) The title and number of this Contract.
(2) The amount due in the Currency.
(3) If applicable, all the following:
(a) Name of the Company, business style (if any), tax identification
number (TIN) with suffix of the word VAT (Company being
Vatable at zero rate).
(b) Business address, description of the nature of the transaction.
(c) The amount of local currency due.
(d) The value added tax, in this case, Zero-rated VAT on local goods
and services tax, sales tax or other taxes which Contractor
proposes to collect or for which it will seek reimbursement from
Company (including a tax assessed against Company but collected
by Contractor).
(e) Contractor’s tax identification number.
(C) With each invoice, Contractor shall provide to Company’s satisfaction a detailed
explanation to support its charges, including hours worked, itemized expense
accounts (with support vouchers), third party invoices, specific details of all other
reimbursable costs incurred and any other requested information. To the extent
requested by Company (subject to applicable laws and regulations), Contractor

shall separately state, re-phrase, combine or separately invoice items in order to
minimize the amount of value-added tax, goods and services tax, sales tax or other
taxes which Contractor is required by law to collect or for which it will seek
reimbursement from Company (including any tax that may be assessed against
Company but collected by Contractor) applicable to any transaction under this
Contract.
(D) Contractor, by delivering an invoice, represents and warrants that its invoice and
all documents submitted in support of its invoice (including third party invoices,
vouchers, financial settlements, billings and reports) are true and correct.
(E) Company may provide to Contractor, and Contractor shall accept and honor, an
exemption certificate, a letter from the appropriate authority or a letter from
Company agreeing that Company will self-assess and remit taxes, for one or more
relevant taxing jurisdictions (instead of payment to Contractor), and Contractor
shall not invoice Company for those taxes identified in the exemption certificate
or letter.
6.3 Invoice Payments. Provided Contractor’s invoices comply with Section 6.2, Company
shall pay Contractor’s invoices as follows:
(A) Payment Timing. Company shall pay undisputed invoice amounts within thirty
days from Company’s receipt of the invoice. Additional terms concerning an
accelerated payment program may be set out in Exhibit D – Compensation.
(B) Right to Withhold Payments.
(1) If Company disputes all or part of a paper invoice (including a Dispute

about whether Contractor has fully complied with Section 6.2), Company
shall notify Contractor of the Dispute and pay the undisputed portion.
(2) If Company notifies Contractor of a Dispute in relation to part of a paper

invoice, Company may withhold the disputed portion until the Dispute is
resolved.
(3) If Company disputes an electronic invoice, Company may reject the

invoice and Contractor shall correct all deficiencies and errors before
resubmitting that invoice. If Company pays a disputed electronic invoice,
Contractor shall reimburse Company for the disputed items (including
those resulting from pricing, discount calculation or sales tax calculation
errors) after payment is made.
(4) If Company notifies Contractor of Contractor’s failure to comply with any

obligation of this Contract, and Contractor remains in non-compliance for
a period of five days after receiving Company’s notice of non-compliance,
Company may withhold payment of any outstanding invoice until
Contractor is in full compliance.
(C) Right of Offset. Company may offset any debt or other financial obligation which
Contractor or its wholly-owned Affiliates owe to Company or its wholly-owned

Affiliates against amounts due or which become due to Contractor under this
Contract, provided the amount in question is a liquidated amount and there is no
dispute that it is owed.
(D) Notification of Non-Payment of an Undisputed Invoice. If Contractor has not

received payment of any undisputed invoice amount that otherwise complies with
Section 6.2 for more than thirty days after Company’s receipt of that invoice,
Contractor may notify Company of this non-payment and of its intention to
terminate this Contract for non-payment. If Company fails to pay or dispute the
invoice within thirty days of receipt of notice of termination for non-payment, this
Contract shall terminate as provided in Section 3.3.
(E) Banking Regulations and Currency Requirements. Subject to all applicable

laws, including banking and currency laws, Company shall pay undisputed
Contractor’s invoices as follows:
(1) Company shall pay funds to Contractor by check to the address set in the
signature page to this Contract or by wire transfer to the account of
Contractor as set out in Exhibit D – Compensation.
(2) Company shall make all payments in the Currency (including expenses
paid in other currencies that Contractor has converted as required by this
Contract and invoiced in the Currency) except as required in
Section 6.3(E)(3). Contractor shall provide documentary evidence of the
conversion rate from the other currency into the Currency to the
satisfaction of Company.
(3) If provided in Exhibit D – Compensation, Company may, in its sole

discretion, agree to pay Contractor partially in the Currency and partially
in local currency.
(4) Any payments made to Contractor shall be subject to the applicable rules
and regulations of the Philippine central bank, including Circular No. 645,
series of 2009, as may be amended from time to time (Manual of
Regulations on Foreign Exchange Transactions).
6.4 No Waiver of Company’s Rights. The payment of, objection to or failure to object to any
invoice, or any payment or settlement in resolution of any Dispute, or any combination of
these matters does not constitute acceptance by Company of the accuracy or justification
of Contractor’s invoices. Any payment by Company is made on the condition that
Company reserves the right to challenge, at a later time, the validity of any invoiced
amount.

6.5 Company’s Invoices for Medical Treatment. Company may make medical treatment and
medical evacuation services available to Contractor Group personnel at Company’s
medical facilities or at facilities used by Company in the vicinity of the Area of Operations.
If Company makes medical treatment or medical evacuation facilities available to
Contractor Group personnel, Company may invoice Contractor for these services and
Contractor shall pay that invoice within thirty days from receipt.
6.6 Electronic Procurement.
(A) Company may implement an electronic procurement process to enhance the

management of this and other commercial transactions from requisition through
payment.
(B) If an electronic procurement process applicable to this Contract is implemented by

Company during the effectiveness of this Contract, Contractor agrees to coordinate
with Company to support implementation in a manner agreed to by Company and
Contractor.
6.7 Liens and Subcontractor Payments.
(A) Contractor’s Obligation. Contractor shall pay (or procure the payment of) any
valid Claims owed by Contractor or Subcontractors for personnel, materials and
equipment used in the performance of the Services, and taxes (including taxes
described in Section 8.4 and Subcontractor withholding taxes) related to the
Services, as they become due. Except as may arise by operation of law, no Lien
may become fixed upon any property of Company Group or Contractor as a result
of Contractor failing to pay (or to procure the payment of) its debts or the debts of
Subcontractors when due.
(B) Company’s Right to Pay. If Contractor fails to pay (or fails to procure the
payment of) valid Claims owed by Contractor or Subcontractors, Company has the
right to pay these Claims and to offset these payments against amounts due or
which become due to Contractor under this Contract. Except as required by law,
court order or other lawful authority, Company shall not pay Claims that
Contractor is actively contesting if Contractor has taken all actions necessary
(including the posting of a bond or other security to remove Liens on any property
of Company Group) to protect the interests of Company Group.
(C) Contractor’s Certificate of Payment. Before Company pays any of Contractor’s

invoices, Company may require Contractor to certify that there is no unsatisfied
Claim for personnel, equipment or taxes payable by Contractor in relation to the
Services provided under this Contract.
6.8 Overpayments. Contractor shall pay to Company any money paid to Contractor by
Company under this Contract to which Contractor was not entitled, as soon as Contractor
becomes aware of that overpayment or repayment is requested in writing by Company.

6.9 Performance, Advance Payment and Warranty Bonds.
(A) Performance Bond.
(1) On or before the Effective Date, Contractor shall furnish a performance

bond which is callable on demand, at its own expense and in an amount
that is equivalent to twenty percent of the total compensation provided in
Exhibit D – Compensation; further, the performance bond shall be
conditioned on the full and satisfactory performance of Contractor’s
obligations under this Contract.
(2) Company may review the form and substance of the performance bond
and approve the bond or return it to Contractor with notice of deficiencies.
Contractor shall correct any deficiencies and resubmit the performance
bond for Company’s review.
(3) Contractor’s failure to perform in accordance with this Contract will result
in forfeiture of this bond in favor of Company, without prejudice to other
rights and remedies available to Company.
(4) This performance bond shall continue in effect until one month after the
termination of this Contract.
(5) Other terms and conditions of this performance bond may be provided in
Exhibit D – Compensation.
(B) Advance Payment Bond.
(1) If applicable, Contractor shall furnish an advance payment bond which is

callable on demand, at its own expense to ensure Contractor’s full
repayment of any advance payment made by Company or any outstanding
balance that Contractor is obligated to pay.
(2) Company may review the form and substance of the advance payment
bond and approve the bond or return it to Contractor with notice of
deficiencies. Contractor shall correct any deficiencies and resubmit the
advance payment bond for Company’s review.
(3) Contractor’s failure to repay any advance payment or to pay any

outstanding balance that Contractor is required to pay will result in
forfeiture of this bond in favor of Company, without prejudice to other
rights and remedies available to Company.
(C) Warranty Bond.
(1) Within thirty days from the date that Services are completed and accepted
by Company, Contractor shall furnish a warranty bond which is callable
on demand, at its own expense in an amount equivalent to ten percent of
the total compensation provided in Exhibit D – Compensation.

(2) Company may review the form and substance of the warranty bond and
approve the bond or return it to Contractor with notice of deficiencies.
Contractor shall correct any deficiencies and resubmit the warranty bond
for Company’s review.
(3) Contractor’s failure to fulfill its obligations provided in Section 4.5 will
result in forfeiture of this bond in favor of Company, without prejudice to
other rights and remedies available to Company.
6.10 Penalties.
(A) Liability for Penalties. In addition to any other rights or remedies available to
Company, Contractor shall pay penalties to Company as provided in this
Section 6.10 and in Exhibit A – Scope of Work, including but not limited to any
delay in completing the Services or any failure to meet the milestones identified in
Exhibit A – Scope of Work.
(B) Payment of Penalty.
(1) Company may deduct the amount of these penalties from any payment to
Contractor that Company is required to make under this Contract.
(2) If no payment is due, Contractor shall pay the penalties within thirty
calendar days from receipt of Company’s notice informing Contractor of
its obligation to pay.
(C) Maximum Penalty.
(1) Except as otherwise provided in Exhibit A – Scope of Work, cumulative

penalties must not exceed an amount equal to five percent of the total
compensation provided in Exhibit D – Compensation.
(2) Company may terminate this Contract at any time if the penalties exceed
the amount provided in Section 6.10(C)(1).
7. CONTROLS, RECORDS AND INSPECTION
7.1 Controls. Contractor shall establish and maintain, and ensure that other members of
Contractor Group establish and maintain, all Controls which are necessary and appropriate
in accordance with good management practice (under the circumstances of this Contract)
to ensure:
(A) The accuracy and completeness of Contractor’s invoices under this Contract and
of the Records required to be kept by Section 7.2.
(B) Compliance with Sections 5.2 and 5.3 of this Contract, and detection of any other
improper conduct by members of Contractor Group.

(C) Compliance with all other obligations of Contractor under this Contract, including
Exhibit B – Independent Contractor Health, Environmental and Safety Guidelines
and Exhibit C – Drug, Alcohol and Search Policy.
7.2 Records. Contractor shall establish and maintain, and ensure that other members of
Contractor Group establish and maintain, all Records which are necessary and appropriate
in accordance with good management practice (under the circumstances of this Contract)
to record accurately and completely all of the following:
(A) The performance by Contractor of its obligations under this Contract.
(B) The liability for and calculation of all amounts payable by Company to Contractor
under this Contract.
(C) All amounts payable by Contractor or Subcontractors to other members of

Contractor Group or other Persons in connection with the performance by
Contractor of its obligations under this Contract.
(D) The Controls adopted by members of Contractor Group in accordance with

Section 7.1.
(E) Compliance with Sections 5.2 and 5.3.
7.3 Retention of Records. All Records required to be kept by Section 7.2 shall be maintained
and retained by Contractor Group until at least twenty-four months from the end of the
calendar year in which this Contract is completed or terminated. All Records required to
be kept by Section 7.2 shall be maintained in either paper or unalterable electronic format;
if in electronic format, then the Record must be reproducible onto a printed paper copy. If
any Dispute arises under this Contract then all Records relevant to the Dispute shall be
retained at least until the Dispute is finally resolved and all obligations arising out of the
resolution of the Dispute are satisfied.
7.4 Inspection of the Services.
(A) Right to Inspect. Company may, at its own cost, inspect the performance of the
Services (including the Products, whether or not installed) in the Area of
Operations at any time. Company may, at its own cost, inspect the Services being
provided (including Products being prepared or fabricated) at sites owned or
controlled by members of Contractor Group or by vendors to members of
Contractor Group on reasonable notice during normal business hours.
(B) No Waiver of Company’s Rights. Company’s inspection of the performance of

the Services does not excuse Contractor from any obligations. Company’s failure
to inspect, witness, test, discover defects, raise issues concerning or reject Services
performed by Contractor that are not in accordance with this Contract does not
relieve Contractor from the liabilities and obligations set out in this Contract or
raise any defense to the insufficiency of Contractor’s performance or inadequacy
of the Products.

7.5 Inspection of Records. Company may, at any time, at its own cost, inspect all Records
pertaining to Section 7.2(E). Company may also inspect all Records held by Contractor
Group which relate to Sections 7.2(A) through 7.2(D) until at least twenty-four months
from the end of the calendar year in which this Contract is completed or terminated. Where
Company inspects Records under this Section 7.5:
(A) The inspection shall take place following reasonable notice at the premises of the
Contractor Group member where those Records are kept, during normal business
hours.
(B) The inspection may be carried out by Company or by any Person engaged by
Company for that purpose.
(C) The Company may conduct the inspection only for the purpose of determining any
of the following:
(1) Whether Contractor has complied with this Contract.
(2) The veracity of invoices and support documents.
(3) Whether Contractor and Subcontractors have satisfied their payment

obligations to other Contractor Group members or other Persons arising
out of this Contract.
(D) Company (or its representatives conducting the inspection) may, at its own cost,
make copies of any of the Records. Contractor shall, if requested by Company,
make copying facilities available at a reasonable cost to Company or its
representatives at the time of the inspection in the place where the inspection is
taking place.
(E) Company is not responsible for any costs of Contractor Group incurred in
conducting the inspection other than copying costs referred to in Section 7.5(D).
Contractor is not responsible for any costs of Company incurred in conducting the
inspection.
7.6 Access and Assistance. Contractor shall provide, and shall ensure that other members of
Contractor Group provide, all of the following:
(A) Access to all relevant sites to enable Company or its representatives to carry out
inspections in accordance with this Section 7, including access to all relevant
material, equipment and personnel used in the provision of the Services (including
the preparation, fabrication or installation of Products). Where Products are
prepared or fabricated at sites other than sites owned or controlled by a member of
Contractor Group, Contractor shall (if requested by Company) obtain from the
owner or controller of that site a right for Company or its representatives to inspect
the Products, including access to all relevant material, equipment and personnel
used in the preparation or fabrication of Products.

(B) All Records requested by Company or its representatives for the purposes of
inspection under this Section 7, and full assistance in performing the inspection
and accessing those Records.
7.7 Use of Information. Company may only use information obtained from inspections under
Section 7.5 for the administration or enforcement of this Contract, for tax or audit purposes,
or for the resolution of Disputes.
7.8 Confidentiality. Company shall keep all information obtained from inspections under
Section 7.5 confidential, except that Company may disclose the information in each of the
following circumstances:
(A) To the extent necessary for the uses permitted by Section 7.7.
(B) Where disclosure is required by applicable law, court order, stock exchange
regulations, or government order, decree, regulation or rule, or where failure to
disclose could reasonably result in sanctions or increased sanctions against a
member of Company Group.
8. TAXES
8.1 Contractor’s Taxes. Contractor is solely responsible for all liabilities or Claims for taxes
that any taxing authority (including of any political subdivision of the Country) claiming
jurisdiction over this Contract, or the Area of Operations or any part of the Country, may
assess or levy against Contractor relating to the Services or this Contract, including all of
the following:
(A) Income. Income, excess profit or other taxes, charges and imposts assessed or
levied on account of Contractor’s earnings or receipts.
(B) Personnel. Taxes assessed or levied against or on account of compensation or

other benefits paid to Contractor’s employees.
(C) Property. Taxes assessed or levied against or on account of, or by reference to the
value of, any property or equipment (including materials and consumable supplies)
of Contractor except Import/Export Charges reimbursable by Company under
Section 9.5.
(D) Services. Taxes assessed or levied against or on account of, or by reference to the
value of, the Services or this Contract.
8.2 Company’s Taxes. Company is responsible for all liabilities or Claims for taxes that any
taxing authority (including taxing authorities of any political subdivisions of the Country)
claiming jurisdiction over this Contract, or the Area of Operations or any part of the
Country, may assess or levy against Company relating to the Services or this Contract
(except for erroneous assessments or levies of taxes described in Section 8.1).

8.3 VAT, OPT, Other Goods and Services Tax, Sales and Similar Taxes. If any value added
tax (VAT), other percentage tax (OPT), other goods and services tax, sales tax, other excise
taxes and/or other similar taxes are applicable, these taxes shall be separately itemized and
identified on Contractor’s invoices as provided in Section 6.2; collected by Contractor and
paid over by Contractor to the appropriate governmental agency in accordance with the
law in the relevant jurisdiction (except to the extent Company advises Contractor pursuant
to Section 6.2(E) that in accordance with applicable law, Company will be responsible for
self-assessing and paying these taxes); and Contractor shall provide Company on a timely
basis with invoices, tax receipts and any other documentation that may be required for
Company to obtain tax reimbursement, credit, abatement or refund of any taxes assessed
against Company and collected by Contractor.
8.4 Subcontractor Taxes. As between Company and Contractor, Contractor is solely

responsible for all liabilities or Claims for taxes of any kind that any taxing authority may
assess or levy with respect to actions (or omissions to act) of any Subcontractor, its
directors, officers, employees or agents in relation to this Contract or the Services.
8.5 Reports and Withholding. Contractor shall comply with all applicable tax rules and
requirements on a timely basis, including submitting all tax reports, filing all registrations
(including all registrations required in connection with Section 8.3) and taking all actions
necessary to make its tax payments. Contractor must provide Company with written proof
that it has made all registrations required by the preceding sentence if requested by
Company. Subject to applicable laws and regulations, Contractor shall cooperate with
Company to minimize the amount of applicable taxes (including without limitation actions
described in Section 6.2 and Section 9.3), and Contractor shall not take any action that is
prejudicial to obtaining an available tax exemption. If Contractor claims a tax exemption
that may affect any obligations of Company, including an exemption from taxes described
in Sections 8.2 and 8.3, Contractor shall disclose this exemption to Company on a timely
basis and provide Company with all exemption documentation requested by Company.
Company will, as appropriate, report, withhold and pay to the tax authorities any tax on
account of Contractor’s Services or this Contract based on the certifications or written
representations provided by Contractor and accepted by Company. Company will provide
Contractor with tax receipts (or other proof of payment if receipts are unavailable) for any
withheld taxes, but will not reimburse Contractor for withheld taxes. Consistent with
Section 6.7(A), Contractor will report, withhold and pay to the tax authorities any tax
required by applicable law to be withheld on account of any Services performed by
Subcontractors.
8.6 Protest Rights. Contractor shall promptly and timely notify Company of any pending or
actual assessment of VAT, OPT, other goods and services tax, sales tax, other excise tax
or similar taxes, or any Import/Export Charges, for which Contractor may seek
reimbursement from Company. “Promptly and timely” as used in this Section 8.6 means
that Contractor must notify Company so that Company has enough time and a reasonable
opportunity to appeal, protest or litigate the pending or actual assessment in an appropriate
venue. To the extent that Contractor fails to give prompt and timely notice, Company has
no obligation to, and will not, reimburse Contractor for these taxes, Import/Export Charges
or costs. At Company’s request and at Company’s cost, Contractor shall initiate an appeal,
protest or litigation in Contractor’s own name if Contractor is the only party that can legally
initiate this appeal, protest or litigation. If Company or another Indemnitee is required to
pay any amount indemnified by Contractor under Sections 10.13 or 10.14 in order to

pursue an appeal, protest or litigation, Contractor shall reimburse Company or other
Indemnitee for that amount promptly upon receipt of a written request from Company.
8.7 Tax Records. In addition to the requirements of Sections 7.2 and 7.3:
(A) Contractor shall maintain Records sufficient to substantiate all taxes,

Import/Export Charges, fees, indemnities or other payments that may affect any
obligations of Company and which are the responsibility of or reimbursed to
Contractor under Section 8 or Section 9 for so long as the longest applicable statute
of limitations (including any waivers of a statute of limitations by Contractor)
remains open, under which a taxing authority may institute audit, assessment or
collection procedures for taxes paid or allegedly due in connection with this
Contract.
(B) Contractor shall provide at Company’s request and in the format requested by
Company, all schedules, summaries or other data available to Contractor or any of
its Subcontractors that Company requires to prepare tax returns, refunds, claims
and credits or for use in external tax audits in connection with this Contract.
9. IMPORT AND EXPORT OBLIGATIONS
9.1 Definitions Relating to Import/Export Obligations.
(A) “Import/Export Charges” means properly and lawfully payable customs or import
or export duties or taxes, and all other proper and lawful charges related to port or
customs clearances or charged on the import or export of goods including pilotage,
agent fees, brokerage fees, handling charges and port dues, which are charged in
relation to Import/Export Items under any of the following circumstances:
(1) Upon export of the Import/Export Items from the country of origin.
(2) Upon import of the Import/Export Items into the Country or the Area of
Operations.
(3) If the Import/Export Items are subsequently exported, upon export of the
Import/Export Items from the Country or the Area of Operations and upon
import of the Import/Export Items into the destination country.
(B) “Import/Export Exemptions” means exemptions from or reductions of

Import/Export Charges obtained by Company or available to Contractor or
Subcontractors.
(C) “Import/Export Items” means property (including intellectual property) that is

imported into the Country or the Area of Operations (whether permanently or
temporarily) in order for Contractor to perform the Services.

9.2 Imports. Contractor is responsible for all of the following:
(A) For exporting all Import/Export Items from their country of origin (including
deemed exports of software, technology or other intellectual property).
(B) For importing all Import/Export Items into the Country and the Area of Operations.
(C) For obtaining all necessary permits, licenses, authorizations and clearances for the
export and import of Import/Export Items.
(D) For complying with all applicable laws and regulations, including those of the
country of export and country of origin.
9.3 Import/Export Exemptions. Contractor shall take all actions necessary to ensure that all
possible Import/Export Exemptions are obtained, and that all requirements for
Import/Export Exemptions are in compliance. Contractor shall not take any action that is
prejudicial to obtaining any available Import/Export Exemption.
9.4 Payment of Import/Export Charges. Contractor shall pay all Import/Export Charges,
subject to reimbursement under Section 9.5, if applicable. All temporary import bonds shall
be administered by and provided at the sole cost of Contractor.
9.5 Reimbursement. If an Import/Export Exemption is not available through no fault of

Contractor, then Company shall reimburse Contractor for the actual documented cost of
any Import/Export Charges that are paid by Contractor to a duly authorized representative
of the government having jurisdiction, provided that Company has approved these costs in
writing in advance and Contractor has complied with Sections 9.2 and 9.3. Contractor’s
payment of Import/Export Charges shall be substantiated with each invoice as specified in
Section (a).
9.6 Exports after Completion of the Services. Contractor is responsible for obtaining all
necessary permits, licenses, authorizations and clearances for the export from the Country
or the Area of Operations, and the import into the destination country, of any Import/Export
Items which are exported from the Country or the Area of Operations and for complying
with all applicable laws and regulations, including those of the country of import and the
country of origin. If an Import/Export Exemption includes an obligation to export an
Import/Export Item from the Country or the Area of Operations, Contractor shall do so
when the Import/Export Item is no longer needed for the Services. If export of
Import/Export Items at the conclusion of the Services will result in a credit or lessening of
Import/Export Charges reimbursable by Company under Section 9.5, Contractor shall do
one of the following:
(A) Elect to export those Import/Export Items which are not permanently installed or
consumed as part of the Services, in which case:
(1) If the Import/Export Charge has been reimbursed by Company, Contractor

shall pay the credit to Company or pay Company an amount equal to the
credit immediately following receipt.

(2) If the Import/Export Charge has not been reimbursed by Company,
Contractor has no entitlement to reimbursement for it under Section 9.5,
and no obligation to pay the credit, or an amount equal to the credit, to
Company.
(B) Elect not to export those Import/Export Items which could have been exported, in
which case:
(1) If the Import/Export Charge has been reimbursed by Company, Contractor

shall pay Company an amount equal to the credit which could have been
obtained immediately following the election not to export.
(2) If the Import/Export Charge has not been reimbursed by Company,

Contractor has no entitlement to reimbursement for it under Section 9.5,
and no obligation to pay Company an amount equal to the credit that could
have been obtained.
10. CLAIMS, LIABILITIES AND INDEMNITIES
10.1 INTENT OF INDEMNITY PROVISIONS. The Parties agree to allocate between

them responsibility for all Claims as set out below.
10.2 PROPERTY. If damage is suffered or loss is incurred in relation to Property of any

Person where that damage or loss arises out of this Contract, Contractor (a) releases
Indemnitees from Claims by Contractor for that damage or loss, and (b) indemnifies
Indemnitees against that damage or loss and against Claims against Indemnitees by
other Persons for that damage or loss, subject to Section 10.3. Losses contemplated
by this Clause include the cost of removal of wreckage.
10.3 INDEMNITEE’S PROPERTY. If the Property referred to in Section 10.2 is Property

of an Indemnitee, all of the following apply:
(A) Contractor shall indemnify Indemnitees against any damage or loss up to the
maximum amount per occurrence of US$1,000,000 or its currency equivalent
regardless of cause. In addition, Contractor shall indemnify Indemnitees
against any defense costs and attorneys’ fees incurred by Indemnitees and
payments indemnified in Section 10.9.
(B) Contractor shall also indemnify Indemnitees in the event of damage or loss in
excess of US$1,000,000 or its currency equivalent per occurrence, except that
Contractor’s liability will be prorated to the extent that the Indemnitee’s
negligence or fault contributed to the damage or loss.
(C) Subject to the limits of liability in Sections 10.3(A) and 10.3(B) above, at
Company’s option, Contractor shall where possible repair or replace the
damaged or lost property.
10.4 INJURY OR DEATH. Contractor (a) indemnifies Indemnitees against, and

(b) indemnifies Indemnitees from Claims made against Indemnitees by other Persons

for, injury to or death of any Person (including Contractor Group’s employees and
Indemnitees’ employees) where that injury or death arises out of this Contract.
10.5 POLLUTION DAMAGE. Contractor indemnifies Indemnitees against all Claims

arising out of this Contract in relation to pollution, seepage or contamination,
including cleanup costs, whether such Claims are (a) in respect of damages or costs
incurred by Indemnitees or (b) against Indemnitees by other Persons, subject to
Section 10.6.
10.6 LIMITATION ON LIABILITY FOR WELL EVENTS. If a Well Event arises out of
this Contract, the following limitations on liability apply:
(A) For Well Event Control Costs, both of the following apply:
(1) Company releases each member of Contractor Group from Claims by

Company for Well Event Control Costs.
(2) Company indemnifies each member of Contractor Group against

Claims for Well Event Control Costs.
(B) For Well Event Pollution Costs, all of the following apply:
(1) Contractor’s liability is limited to US$250,000 or its currency

equivalent per Well Event occurrence.
(2) Company releases each member of Contractor Group from Claims by

Company for Well Event Pollution Costs to the extent that total
recoveries by Company against Contractor Group members exceed
US$250,000 or its currency equivalent per Well Event occurrence.
(3) Company indemnifies each member of Contractor Group against

Claims for Well Event Pollution Costs to the extent that total
recoveries against the respective Contractor Group member exceeds
US$250,000 or its currency equivalent per Well Event occurrence.
10.7 USE OF MEDICAL FACILITIES OR MEDICAL EVACUATION. Contractor

indemnifies Indemnitees against Claims for injury to or death of members of
Contractor Group, or for damage to or loss incurred in relation to members of
Contractor Group Property, that arise out of or in connection with the recovery,
diagnosis, treatment or medical evacuation of personnel, or the provision of
pharmaceutical products or medical supplies furnished or rendered by Company
Group or by the facility used by Company.
10.8 INTELLECTUAL PROPERTY. Contractor agrees to fully defend, protect,

indemnify and hold harmless Indemnitees against claimed or actual infringement or
contributory infringement of any patent, or infringement of any copyright or
trademark, or misappropriation of any trade secret arising out of or in connection
with the work performed by Contractor under this Contract or the implementation
by Indemnitees of the work results. Company shall promptly notify Contractor if
Company is threatened with a Claim or becomes aware of any actual or potential

third party Claim against it or any Indemnitees concerning the matters addressed in
this Section 10.8, based in whole or in part on the Services or the implementation by
Indemnitees of the results of the Services. In addition to other obligations relating to
the defense of any such Claim, neither Party shall settle or compromise any such
Claim without the written consent of the other Party. In the event of any such Claim,
Contractor shall perform one of the following actions at its own expense to avoid
future infringement:
(A) Modify or replace any equipment that Company has built or any process that
Company is using based on the results of the Services in order to avoid the
patent infringement or trade secret violation. Such modification or
replacement must be accomplished in a manner that is acceptable to
Company and that does not detrimentally impact the performance of the
affected equipment or process.
(B) Secure for the benefit of Company irrevocable and fully paid licenses for the
equipment or operation of the process in order to avoid any future
infringement without the need to modify or replace equipment or modify
processes based on the work results provided to Company. Such licenses must
be obtained at no cost to Company and on terms acceptable to Company.
10.9 FINES AND ASSESSMENTS. To the fullest extent permitted by law, Contractor
indemnifies Indemnitees against the imposition of fines, fees, orders of restitution or
penalties where the event which led to that imposition arises out of this Contract.
10.10 CONFLICT OF INTEREST AND IMPROPER INFLUENCE. Contractor

indemnifies Indemnitees against Claims that arise out of or in connection with any
inaccuracy of the representations set out in Section 4.1(E) or any violation of
Sections 5.2 or 5.3.
10.11 BREACH OF APPLICABLE LAW. Contractor indemnifies Indemnitees against

Claims that arise out of or in connection with any breach by any member of
Contractor Group of applicable law.
10.12 INDEMNITY FOR LIENS. Contractor indemnifies Indemnitees against any and all
losses, costs, damages, liabilities or Claims that arise out of or in connection with all
of the following:
(A) Contractor’s failure to provide title to Products free of Liens or other adverse
claims pursuant to Section 4.4(A)(3). This indemnity is in addition to the
rights and remedies specified in Section 4.4(D).
(B) A Lien becoming fixed upon or asserted against any property of Company
Group or Contractor as a result of Contractor failing to pay (or to procure
the payment of) its debts or the debts of Subcontractors when due in violation
of Section 6.7. This indemnity is in addition to the rights and remedies
specified in Section 6.7(B).
10.13 INDEMNITY FOR TAXES. Contractor indemnifies Indemnitees against any and all
liabilities or Claims for taxes (including interest and penalties), costs, losses, duties or

charges, that any taxing authority may assess or levy against Indemnitees in
connection with Contractor’s tax obligations relating to this Contract or arising out
of Contractor’s actions or failure to act diligently under Sections 6.7(A), 8 or 9, as
well as any taxes imposed on Indemnitees as a consequence of receiving payment
under this Section 10.13.
10.14 INDEMNITY FOR IMPORT AND EXPORT OBLIGATIONS. If Contractor’s

failure to comply with any requirement of Section 9 results in Company not receiving
the full benefit of or otherwise prejudices any available Import/Export Exemption or
results in failure to obtain any necessary permits, licenses, authorizations or customs
clearances, Contractor indemnifies Indemnitees against any damages, losses, costs,
taxes, duties, interest, charges, fines or penalties relating to Contractor’s action or
failure to act, and any taxes imposed on Indemnitees as a consequence of receiving
payment under this Section 10.14.
10.15 LIMITATION ON CLASSES OF DAMAGES. Company and Contractor mutually

waive and release to the fullest extent permitted by applicable law, all of the following
Claims for damages arising out of this Contract, whether such Claims are made in
connection with an indemnity specified in this Section 10, a breach of any obligation
under this Contract or otherwise, except for Claims arising from the obligation of a
Party to indemnify the other Party for third party Claims:
(A) Indirect or consequential loss, including:
(1) Loss of production, including production of petroleum or petroleum

products.
(2) Loss of prospective economic advantage or benefit.
(3) Loss of business opportunity.
(B) Punitive or exemplary damages.
(C) Lost profits.
10.16 EXCLUSION FOR SOLE NEGLIGENCE OR WILLFUL MISCONDUCT.
(A) The release and indemnity obligations set out in this Contract apply
regardless of the active, passive, contributory or concurrent negligence of any
Person indemnified and regardless of whether liability of any kind, including
liability without fault and breach of duty (statutory or otherwise), is imposed
or sought to be imposed on any Person indemnified, except as provided for in
Section 10.16(B).
(B) The release and indemnity obligations of Contractor in this Contract do not
apply where the death, injury, damage or loss in relation to which a Claim is
made is the result of any of the following:
(1) The sole negligence of the Indemnitee making the Claim.

(2) The willful misconduct of the Indemnitee making the Claim but only
to the extent that it is not contributed to by any act of, or by any
omission to perform a duty imposed by law or contract on, any
member of Contractor Group, in which case Contractor’s liability will
be prorated accordingly.
(C) Any Dispute regarding the application of the exclusions provided in

Section 10.16(B) will be resolved in accordance with Section 17 except that
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revailing Party pays all arbitration fees and costs as well as all of the
prevailing Party’s costs of conducting the arbitration on that issue, including
the costs of legal representation, depositions, witnesses and the time of
management and other personnel engaged in relation to that issue.
10.17 DEFENSE OF CLAIMS.
(A) Whenever Contractor indemnifies Indemnitees against Claims, Contractor

shall defend and hold Indemnitees harmless against those Claims and against
all reasonable costs, expenses and fees of any kind (including attorneys’ fees)
incurred by Indemnitees in defending those Claims.
(B) Whenever Company indemnifies members of Contractor Group against

Claims, Company shall defend and hold members of Contractor Group
harmless against those Claims and against all reasonable costs, expenses and
fees of any kind (including attorneys’ fees) incurred by members of
Contractor Group in defending those Claims.
(C) Any cost, expenses and fees of any kind (including attorneys’ fees)
indemnified by Contractor under this Section is in addition to any amounts
indemnified under this Contract that are subject to a maximum liability
amount.
(D) A Person seeking to rely on an indemnity has the right to reasonably object
to counsel selected by the indemnifying Party and select alternative counsel at
the cost of the indemnifying Party.
11. MUTUAL RELEASE AND INDEMNITY BETWEEN CONTRACTOR AND RELEASED

CONTRACTORS
11.1 DEFINITION OF RELEASED CONTRACTOR. “Released Contractor” means a

contractor (other than Contractor) that has entered into a contract with Company
(either before or after the Effective Date) that includes, or is supplemented by a
separate agreement that includes, release, defense and indemnity provisions that are
substantially similar to those set out in this Section 11 or are in any other form or
wording, so long as the substantive nature of the provisions is similar to this
Section 11.
11.2 DEFINITION OF RELEASED CONTRACTOR GROUP. “Released Contractor

Group” means a Released Contractor and any contractor or subcontractor that the

Released Contractor engages to provide services or work under the contract referred
to in Section 11.1.
11.3 RELEASE, DEFENSE AND INDEMNITY OBLIGATIONS.
(A) Contractor defends and indemnifies each member of each Released

Contractor Group from Claims in respect of any Claims for injury to or death
of any employees or personnel of a member of Contractor Group where the
injury or death arises out of this Contract and the Released Contractor’s
contract referred to in Section 11.1.
(B) Contractor releases each member of a Released Contractor Group in respect

of any Claims by Contractor for damage to or loss (including the cost of
removal of wreckage) of Contractor Group’s Property, where the damage or
loss arises out of this Contract and the Released Contractor’s contract
referred to in Section 11.1.
11.4 SUBCONTRACT REQUIREMENTS. Contractor shall include a provision

substantially similar to this Section 11 in its subcontracts with Subcontractors
whereby Subcontractors assume similar release, defense and indemnity obligations in
favor of each member of a Released Contractor Group.
11.5 NO COMPANY OBLIGATIONS. Company incurs no obligation under this

Section 11 to Contractor, any Released Contractor or any other Person. Contractor
defends and indemnifies Company from any Claims arising out of this Section 11.
12. INSURANCE
12.1 Neither the minimum policy limits of insurance required of Contractor under this
Section 12 nor the actual amounts of insurance maintained by Contractor under its
insurance program limit or reduce Contractor’s liability and indemnity obligations in this
Contract.
12.2 Contractor shall maintain all insurance that is required by applicable law. This insurance
must be primary with respect to Contractor.
12.3 At Company’s request, Contractor shall furnish Company with copies of certificates
evidencing the existence of all required insurance.
13. CONTRACT INFORMATION
13.1 Confidentiality of Contract Information. Contractor shall treat Contract Information as

valuable, proprietary and confidential information and shall not disclose, and shall ensure
that all members of Contractor Group do not disclose, any Contract Information to any
other Person without the prior written consent of Company, except as permitted in
Section 13.2.
13.2 Permitted Disclosure. Contractor may disclose (and may permit other members of
Contractor Group to disclose) Contract Information to any of the following recipients who

are bound by confidentiality and use obligations at least as stringent to those in this
Section 13:
(A) To Subcontractors and employees of Contractor or Subcontractors, but only to the

extent that those Persons need to know the Contract Information for the
performance of the Services.
(B) To professional advisors of Contractor or Subcontractors, but only to the extent

necessary for the provision of professional advice needed by Contractor or
Subcontractors for the performance of the Services or by Contractor in relation to
this Contract.
13.3 Required Disclosure. If Contractor or any other Person who receives Contract Information
(directly or indirectly) through Contractor is required by law or by lawful order of any
administrative or judicial proceeding to disclose any Contract Information, or any Person
applies for an order against them for the disclosure of Contract Information, Contractor
shall provide Company with prompt notice of this requirement or application so that
Company may seek a protective order. If a protective order or other remedy is not obtained,
Contractor will furnish, and will ensure that the other Person required to disclose Contract
Information will furnish, only that portion of the Contract Information which, in the
reasonable opinion of Company, is required to be disclosed.
13.4 Use of Contract Information. Contractor shall use, and shall ensure that all other Persons
who receive Contract Information (directly or indirectly) through Contractor use, Contract
Information (including Contract Information which is learned, discovered, developed or
created by Contractor Group) only for the purpose of providing the Services. Contractor
shall not, and shall ensure that all other members of Contractor Group do not, disassemble,
decompile or otherwise reverse engineer or attempt to derive the composition or underlying
information, structure or ideas of any Contract Information, except to the extent required
to provide the Services, without the prior written consent of Company. Contractor shall
abide by all instructions given or restrictions stipulated by Company with respect to
Contract Information.
13.5 Ownership of Property Rights. All intellectual property rights and all other property and
other rights in relation to Contract Information are owned by Company. To the extent that
Contract Information is discovered, developed or created by Contractor or other members
of Contractor Group and copyright or other intellectual property or other rights arise in
relation to that Contract Information, those works and rights are work made for hire under
this Contract and are the exclusive property of Company. If Company cannot be considered
as author or owner of those works or rights for any reason, then those works or rights are
automatically assigned to Company at their creation by this Contract, and moral rights in
those works or rights, if any, are waived, without any further act being required. Contractor
shall promptly disclose and assign and does assign (and shall ensure that any other member
of Contractor Group having rights to Contract Information assigns) all rights to any
concepts, inventions, improvements, discoveries or other Contract Information to
Company. Contractor shall assist Company in obtaining or enforcing intellectual property
protection for or perfecting any available rights to the Contract Information, including the
signing of any affidavits, patent or other applications and assignment documents. The cost
of obtaining or enforcing intellectual property or other rights in relation to Contract
Information will be borne by Company. Company and its Affiliates shall have an

irrevocable, royalty-free, perpetual, worldwide right and license, with the right to
sublicense, to use Contractor Background Technology to the extent necessary to exploit
the Contract Information or the Products delivered or Services under this Contract.
13.6 Equitable Relief. Contractor acknowledges and agrees that due to the unique nature of the
Contract Information there may be no adequate remedy at law for any breach of the
obligations set out in this Section 13, and that any breach of these obligations may allow
Contractor or another Person to compete unfairly with Company resulting in irreparable
harm to Company. Accordingly, Contractor agrees that upon a breach (or threat of a
breach), Company is entitled to immediate equitable relief, including a restraining order
and preliminary injunction, and Company may seek indemnification from Contractor for
any loss or harm in connection with any breach or enforcement of Contractor’s obligations
provided in this Section 13 or for the unauthorized use or release of Contract Information.
Contractor shall notify Company immediately upon the occurrence of any unauthorized
release of Contract Information or other breach of this Section 13.
13.7 No License. Other than the rights to use the Contract Information to perform the Services
required to be performed under this Contract, nothing in this Contract shall be construed
as conferring to Contractor by implication, estoppel, or otherwise, any right, title or interest
in, or any license under, any patent, patent application, trade secret, or other intellectual
property now or subsequently owned by Company or its Affiliates. Any cost that
Contractor must bear to license or otherwise access any intellectual property right required
for the performance of the Services is included in Contractor’s compensation unless
otherwise provided in this Contract.
13.8 Return of Materials. All copies, extracts, drawings and other materials or Records that,
in whole or in part, contain, incorporate, embody or reflect any Contract Information must
be returned or delivered to Company or destroyed within five business days of the first to
occur of termination of this Contract or completion of the provision of the Services. If
Contract Information has been copied onto computer systems or other data storage systems
used by Contractor or other members of Contractor Group, Contractor’s obligations under
this Section 13.8 are satisfied if all data recordings of Contract Information (including
back-up data) are destroyed in a manner which makes it unrecoverable, provided that such
data is kept confidential in accordance with this Contract for so long as that Contract
Information is retained.
14. BUSINESS RELATIONSHIP
14.1 Contract for Services. This is a Contract for services and is not a charter or lease of
Contractor’s equipment.
14.2 Independent Contractor. The Services are provided by Contractor as an independent

contractor, and Contractor and the members of Contractor Group are not employees, agents
or representatives of Company or Company Group.
14.3 Contractor’s Responsibility for Obligations of the Contractor Group. Contractor is

responsible for all legal and contractual obligations of all members of Contractor Group
that arise out of the performance of the Services, including those imposed by Country or
any of its political subdivisions. The requirements of this Contract apply to Subcontractors’
services, property and personnel as if they were Contractor’s services, property and

personnel. Contractor is not relieved from any liability or obligation under this Contract as
a result of Contractor’s use of Subcontractors or Company’s approval of Subcontractors.
14.4 Control over Performance. As an independent contractor, Contractor has complete

control, supervision and direction over its equipment and personnel and over the manner
and method of the performance of the Services. Any instructions or directions of any kind
given by Company do not relieve Contractor of its duties and obligations as an independent
contractor.
15. TRANSFER
15.1 By Contractor. Contractor may not assign or transfer in whole or part its rights and
obligations under this Contract to any Person or, in the event of a reorganization, merger,
consolidation or asset sale, to any other entity which assumes the assets of Contractor under
that reorganization, merger, consolidation or asset sale without the prior written consent of
Company. Any attempted assignment or transfer in breach of this obligation is void as
between Company and Contractor.
15.2 By Company. Company may assign or transfer all or part of its rights or obligations under
this Contract without Contractor’s consent to an Affiliate of Company, or a Joint Interest
Owner or, in the event of a reorganization, merger, consolidation or asset sale, to any other
entity which assumes the assets of Company under that reorganization, merger,
consolidation or asset sale, or to any other Person.
16. FORCE MAJEURE
16.1 Definition of Force Majeure Event. “Force Majeure Event” means any of the events or
circumstances described in Section 16.1(A) that are beyond the control of an affected Party
and which prevents the performance of any of the affected Party’s obligations under this
Contract after that Party has taken every reasonable step, including reasonable expenditures
of money, to remedy the impact of the event:
(A) Events or circumstances that may give rise to a Force Majeure Event are limited
to the following:
(1) Earthquakes, hurricanes, fires, storms, tidal waves, floods or other

physical natural disasters.
(2) Acts of war (whether declared or undeclared), terrorism, riot, civil war,
blockade, insurrection or civil disturbances.
(3) Acts of a governmental entity, agency or other local authority that prevent
or make unlawful a Party’s performance under this Contract.
(4) Strikes or labor disputes at the national level, but excluding any strike or
dispute which is specific to the performance of the Services under this
Contract.
(B) The Parties confirm that Force Majeure Events do not include any of the following
events or circumstances:

(1) The mere shortage of or inability to obtain labor, equipment, materials or
transportation which is not itself caused by a Force Majeure Event.
(2) The insolvency or change in economic circumstances of the affected Party.
(3) Change in market conditions.
16.2 Excuse of Performance due to a Force Majeure Event. Subject to compliance with
Section 16.3, neither Party is liable for any delay in performing or failure to perform its
obligations under this Contract (excluding indemnification obligations and the obligation
to pay undisputed invoices) if and to the extent that the delay or failure is caused by a Force
Majeure Event. A Party is excused from its performance obligations that are prevented by
a Force Majeure Event for as long as the Force Majeure Event continues.
16.3 Notice and Mitigation. If a Party seeks relief from its obligations to perform under this
Contract under Section 16.1, it shall:
(A) Give prompt notice to the other Party, which must include all of the following
information:
(1) The event that the Party considers constitutes a Force Majeure Event and
its likely effect on the performance of obligations under this Contract.
(2) A good faith estimate of the duration of the Force Majeure Event.
(3) The actions being taken (or proposed to be taken) to satisfy

Section 16.3(B).
(B) Make all reasonable efforts, including expenditure of money, to overcome the
Force Majeure Event and to mitigate its effects.
(C) If the Force Majeure Event continues, give periodic notices in accordance with
Section 16.3(A), with a frequency as directed by Company Representative.
(D) Give the other Party prompt notice of the conclusion of the Force Majeure Event
and resume performance of the Services as soon as reasonably possible after its
conclusion.
16.4 Payment Obligation During Force Majeure Event. Company has no obligation to make
payments to Contractor under this Contract for Services which Contractor is unable to
perform because of a Force Majeure Event.
16.5 Failure to Mitigate. If Contractor fails to make all reasonable efforts, including reasonable
expenditure of money, to overcome the Force Majeure Event and to mitigate its effects
within a reasonable time after the Force Majeure Event begins, Company may, in its sole
discretion take mitigating actions, including hiring third parties to mitigate the effects of the
Force Majeure Event. These mitigating actions are the sole financial responsibility of
Contractor.

17. GOVERNING LAW AND RESOLUTION OF DISPUTES
17.1 Governing Law. This Contract is governed by and interpreted under the laws of the
Republic of the Philippines.
17.2 Resolution of Disputes. The Parties shall exclusively and finally resolve any Dispute
between them using direct negotiations and arbitration as set out in Section 17, except as
permitted in Section 13.6
17.3 Direct Negotiations. If a Dispute arises, a Party shall initiate the resolution process by
giving notice setting out in writing and in detail the issues in Dispute and the value of the
Claim to the other Party. A meeting between the Parties, attended by individuals with
decision-making authority, must take place within thirty days from the date the notice was
sent in an attempt to resolve the Dispute through direct negotiations.
17.4 Arbitration. If the dispute, controversy or claim arising out of or relating to this contract,
or the breach, termination or invalidity thereof is not resolved, it shall be settled by
arbitration in accordance with the Philippine Dispute Resolution Centre, Inc. (PDRCI)
Arbitration Rules in force at the time of the commencement of the arbitration. The place of
arbitration shall be Metro Manila, Philippines. The language to be used in the arbitral
proceedings shall be English.
17.5 The following provisions shall apply to any arbitration proceedings commenced pursuant
to Section 17.4:
(A) The number of arbitrators shall be one if the monetary value of the Dispute is
US$5,000,000 (or its currency equivalent) or less. The number of arbitrators shall
be three if the monetary value is greater than US$5,000,000 or its currency
equivalent.
(B) All arbitration fees and costs (with the exception of translation costs as specified
above) shall be borne equally regardless of which Party prevails. Each Party shall
bear its own costs of legal representation and witness expenses.
17.6 Enforceability.
(A) The Parties waive irrevocably their right to any form of appeal, review or recourse
to any court or other judicial authority, to the extent that such waiver may be
validly made.
(B) Except for proceedings to preserve Property pending determination by the

arbitrator or arbitrators or to enforce an award, the mandatory exclusive venue for
any judicial proceeding permitted in this Contract is the court of competent
jurisdiction in Makati City, Philippines. The Parties consent to the jurisdiction of
these courts and waive any defenses they have regarding jurisdiction.
(C) Proceedings to enforce judgment entered on an award may be brought in any court
having jurisdiction over the person or assets of the non-prevailing Party. The
prevailing Party may seek, in any court having jurisdiction, judicial recognition of

the award, or order of enforcement or any other order or decree that is necessary
to give full effect to the award.
17.7 Confidentiality.
(A) The Parties agree that any Dispute and any negotiations, mediation and arbitration
proceedings between the Parties in relation to any Dispute shall be confidential and
will not be disclosed to any third party.
(B) The Parties further agree that any information, documents or materials produced
for the purposes of, or used in, negotiations, mediation or arbitration of any Dispute
shall be confidential and will not be disclosed to any third party.
(C) Without prejudice to the foregoing, the Parties agree that disclosure may be made:
(1) In order to enforce any of the provisions of this Contract including without
limitation, the Parties agreement to arbitrate, any arbitration order or
award and any court judgment.
(2) To the auditors, legal advisers, insurers and Affiliates of that Party to
whom the confidentiality obligations set out in this Contract shall extend.
(3) Where that Party is under a legal or regulatory obligation to make such
disclosure, but limited to the extent of that legal obligation.
(4) With the prior written consent of the other Party.
(D) The Parties agree to submit to the jurisdiction of the courts of Makati City,
Philippines, for the purposes of any proceedings to enforce this Section 17.7 and
shall prevent any information, documents or materials belonging to a Party from
being used or disclosed by that Party for any purpose.
18. NOTICES, REPRESENTATIVES AND CONTACT INFORMATION
18.1 Notices.
(A) All notices required or permitted under this Contract must be in writing and
delivered by mail (postage prepaid) or by hand delivery to the address of the
receiving Party set out in the signature page to this Contract. Notice may also be
delivered by facsimile sent to the facsimile number of the receiving Party set out
in the signature page to this Contract provided that the original notice is promptly
sent to the recipient by mail (postage prepaid) or by hand delivery. Notices sent by
email are ineffective.
(B) Notices are effective when received by the recipient during the recipient’s regular
business hours.
(C) Notices which do not comply with the requirements of this Contract are ineffective,
and do not impart actual or any other kind of notice.

18.2 Representatives and Contact Information.
(A) The representatives and contact information of each Party are as set out in the
Exhibit A – Scope of Work.
(B) Each Party may change its representative or contact information by giving notice
to the other Party. If a notice is given under this Section 18.2(B), the replacement
representative or contact information which is set out in the notice replaces the
representative or contact information as set out in the Exhibit A – Scope of Work.
19. PUBLIC ANNOUNCEMENTS
19.1 Contractor shall not issue any public announcement or statement concerning this Contract
without obtaining Company’s prior written consent.
20. THIRD PARTY RIGHTS
20.1 No Person who is not a party to this Contract has any rights under this Contract or may
enforce any provision in this Contract, except as permitted in Section 20.2.
20.2 To the fullest extent permitted by law, each member of a Released Contractor Group has
the right to enforce the provisions of Section 11 against Contractor for its own benefit, but
otherwise has no other third party rights under this Contract.
21. GENERAL PROVISIONS
21.1 Prior Agreements. This Contract comprises the complete and exclusive agreement
between the Parties regarding the subject matter of this Contract, and supersedes all oral
and written communications, negotiations, representations or agreements in relation to that
subject matter made or entered into before the Effective Date.
21.2 Amendment. No amendment to this Contract is effective unless made in writing and
signed by authorized representatives of both Parties.
21.3 Waiver. Company’s failure to pursue remedies for breach of this Contract, or payment by
Company of invoices, does not constitute a waiver by Company of any breach of this
Contract by Contractor or raise any defense against Claims against Contractor for breach
of this Contract. The waiver or failure to require the performance of any covenant or
obligation contained in this Contract or pursue remedies for breach of this Contract does
not waive a later breach of that covenant or obligation.
21.4 Severability. Each provision of this Contract is severable and if any provision is
determined to be invalid, unenforceable or illegal under any existing or future law by a
court, arbitrator of competent jurisdiction or by operation of any applicable law, this
invalidity, unenforceability or illegality does not impair the operation of or affect those
portions of this Contract that are valid, enforceable and legal.
21.5 Survival. Despite completion of the Services or termination of this Contract for any reason,
all provisions in this Contract containing representations, warranties, releases, defense
obligations and indemnities, and all provisions relating to audit, confidentiality, insurance,

disclaimer of certain remedies, limitations of liability, ownership or use or return of
Contract Information, retention and inspection of Records, dispute resolution and
governing law, and all causes of action which arose prior to completion or termination,
survive indefinitely until, by their respective terms, they are no longer operative or are
otherwise limited by an applicable statute of limitations.
21.6 Time of the Essence. Contractor acknowledges that time is of the essence with respect to
this Contract. By executing this Contract, Contractor confirms that the timeframes for
performing the Services under this Contract are reasonable for all periods of time provided
in this Contract.
21.7 Counterparts. This Contract may be executed in any number of counterparts, each of
which will be deemed an original of this Contract, and which together will constitute one
and the same instrument; provided that neither Party will be bound to this Contract unless
and until both Parties have executed a counterpart.
21.8 Drafting. Preparation of this Contract has been a joint effort of the Parties and the resulting
Contract must not be construed more severely against one of the Parties than against the
other.
The remainder of the page intentionally left blank.

IMPORTANT NOTICE: THIS CONTRACT CONTAINS PROVISIONS REGARDING
INDEMNITIES AND WARRANTIES THAT EXPRESS THE AGREEMENT OF THE PARTIES
CONCERNING CLAIMS ARISING OUT OF THIS CONTRACT.
The Parties have executed this Contract in triplicate as evidenced by the following signatures of
authorized representatives of the Parties:
COMPANY: CONTRACTOR:
ALLFIRST KALINGA HOLDINGS, INC. PREMIER GEO-EXEL, INC
Signature: Signature:
Name: Orlando Maturgo

Name: Ian Jason R. Aguirre
Title: President/Managing Director
Title: Director
ARAGORN POWER AND ENERGY

CORPORATION
Signature:
_________________________________________
Name: Jackson T. Ongsip
Title: President

ADDRESS FOR NOTICES: ADDRESS FOR NOTICES:
Allfirst Kalinga Holdings, Inc. Unit 304, 3rd Floor Civic Prime Bldg. Civic Drive,
14th Floor, 6750 Ayala Avenue, FCC, Alabang Muntinlupa City 2501
Makati City
Attention: Ian Jason R. Aguirre Attention:
Facsimile: 976-6098 Facsimile:
Aragorn Power and Energy Corporation

5th Floor, Tower A, Two E-Com Center, Palm
Coast Mall of Asia, Pasay City
Attention: Jackson T. Ongsip
Facsimile: 662-8898

EXHIBIT A – SCOPE OF WORK
1. DESCRIPTION OF WORK
1.1 The Contractor’s scope of work for the project shall be the provision of all services, labor,
supervision, materials, equipment, consumables, management, documents and all items
necessary to execute the works under the project all in accordance with the specifications
and requirements of the Company. This includes but will not be limited to the following
Services:
(A) Geological Services
(1) Structural mapping services
(a) Secure and review of existing aerial photographs, Lidar data,

remote sensing data and geologic reports on fault structures for
Tiwi, Makban, and other prospect areas.
(b) Confirm/verify existence of fault traces outcrops on the ground.
(c) Obtain character/evidences of the fault, e.g. fracture type and give
a complementary description and distribution of lithology,
hydrothermal alteration and thermal manifestation (if present).
(d) Make the necessary field preparations for the structural mapping
activities to be carried out in Tiwi, Makban, and other prospect
areas.
(e) Prepare and submit draft of structural mapping report two (2)
weeks after completion of each survey phase.
(f) Submit a final structural mapping report within three (3) weeks
after the completion of survey.
(g) Lithological, and Alteration Zone Mapping and Interpretation
(2) Well Sitting – Geological Services
(a) Pre-drilling
(i) Review previous drilling and geological records of nearby

wells, updated drilling proposals and documents on Best
Practices in well-site geology provided by the Company.
(ii) Ensure that the geology bunkhouse and parking area are
in a safe and convenient area and electrical installation are
properly installed and in good working conditions.

(iii) Coordinate with the Company Representative and attend
the pre-spud meeting.
(b) During Drilling
(i) Prepare Daily Geological Report and submit to the Asset

representative in Makati and Operations Superintendent
in the Asset by 0600H.
(ii) Assist and coordinate with the rig drilling supervisor or

designated Company Representative and other drilling
service contractors that may require geologic information.
(iii) Provide accurate, comprehensive and timely log of drill

cuttings which are properly documented on the
Composite Log.
(iv) Supervise retrieval, cleaning and cutting of cores and

assist technical staff in sampling core for physico-
chemical test (if applicable).
(v) Provide accurate and comprehensive core descriptions

(rock identification would require chemicals and hand
tools) with photos and sketches and prepare complete
lithology and composite logs and cross –sections.
(vi) Collect all available drilling data from the rig, from the
directional driller or from any Contractor who provide
data onsite in a timely manner (or as agreed upon with the
Company Geologist and store them in the data repository
provided by the Company (network folders or any other
data storage devices that is readily accessible.
(c) After drilling
(i) Monitor, record and report results of well completion test.
(ii) Supervise samplers (in the bunkhouse) in sampling rock

cuttings for petrographic analysis.
(iii) Conduct sampling of cuttings for XRD, mineralogical and

other types of laboratory analyses as required by the
Company.
(iv) Surpervise samplers in securing bunkhouse before rig

move.
(v) Prepare and submit draft of well summary and statistics

for well completion report two (2) weeks after well is
completed.

(vi) Re-calibrate thermometers for the next well.
(vii) Prepare inventory list of cuttings on bags, trays and

samples.
(viii) Submit a final geological report incorporating the results

of drilling, well logs and petrological evaluation within
(1) month after the well is completed.
(d) Detailed petrologic analysis of rock samples on

lithology, alteration mineralogy and other pertinent features
(e) Interpretations of alteration, mineralogic suite in terms of fluid

chemistry, geothermometry and thermal history
(B) Geology, Geochemistry, and Geophysics Trainings
(1) Conduct classroom and field trainings on topics that are related to geology,
geochemistry, and geophysics. These include but not limited to the
following:
(a) Exploration Geology
(i) Structural mapping and interpretation
(ii) Lithologic mapping and interpretation
(iii) Alteration zone mapping and interpretation
(iv) Petrology and Petrography
(v) Conceptual Modeling
(b) Exploration Geochemistry
(i) Geochemical sampling
(ii) Risking and Conceptual Modeling
(iii) Standard isotopic interpretation (180, D, 3H)
(iv) Fieldwide geochemical modeling – baseline modeling
(v) Equilibrium thermodynamic modeling
(c) QA/QC of Geochemical Data
(i) Condensate, Silica, Air-correction, Trend Analysis
(d) Standard Liquid and NCG Geochemical Interpretation

(i) Software applications, Exploration Techniques
(e) Geochemical Hydraulic Modeling/ 3D Geochemistry
(f) Flash-correction Systematics
(g) Multi-element Matching
(h) Scaling, Corrosion (HCl, pH Mod), and Steam Purity/Dryness
(i) Exploration Geophysics
(i) MT, CSMT, IP, Gravity, Magnetics, MEQ
(C) Drilling, Well Logging
(1) Prepare a detailed drilling program for the drilling and the workover
operations of geothermal wells. Assist in the evaluation if a program is
already prepared.
(2) Coordinate and provide technical inputs to the Geosciences group with
regards to drilling targets and objectives.
(3) Assist and help out in the drawing out of the drilling contract to
prospective drilling contractors.
(4) Assist in the evaluation of the services and price quotations of third party
services contractors e.g. Mud engineering, Directional drilling, Cementing
services including Completion testing services and recommend to
management the most technically acceptable offers.
(5) Evaluate and source out tools and equipment necessary in the drilling and
workover operations that are not provided by the drilling contractor.
(6) Assist in the evaluation and coordinate with supply chain in

recommending to management the acquisition of the above tools and
equipment thru rental or outright purchase.
(7) Assist and help supply chain in the evaluation of quotations of vendors in
the acquisition of drilling supplies and materials with respect to
acceptability in terms of quality, cost and delivery schedules.
(8) Assist and coordinate with the company’s Legal Department in evaluating
the terms and conditions of the contract offered by the third party services
contractors.
(9) Meet with the drilling contractor in his role as the Operator’s (Company)
representative to resolve questions or issues that may arise with respect to
questionable issues or provisions in the drilling contract.

(10) Insure that the drilling program is followed by the drilling contractor and
the third party service contractors during the drilling or workover
operations.
(11) Insure that management is fully informed and has duly approved any
changes in the drilling program.
(12) Insure that all activities in the rig concerning the drilling and workover are
covered by or in accordance with a job safety analysis (JSA).
(13) Report to management the daily drilling / workover progress and analysis.
(14) Recommend to management and coordinate with drilling contractor sound

solutions to technical drilling problems that may arise during the drilling
operations.
(15) Assist and coordinate with the company’s Finance Department in the
processing of invoices and bills for payment to drilling contractor and the
third party services in accordance to the drilling contract and agreed price
lists.
(16) Do other jobs as may be directed by management in relation to the

company’s drilling, workover and well completion operations.
(D) Reservoir Engineering and Well Testing Services
(1) Volumetric Stored Heat Calculation (Monte Carlo Simulation)
(2) Numerical Reservoir Modeling
(3) Well Output/Capacity Simulation
(4) Preparation of Well Completion Test and Discharge Test Program
(5) Temperature and Pressure Data Interpretation
(6) If we have available downhole tools/instruments, we can include

Downhole Temperature and Pressure measurements/monitoring.

(E) Environmental and GeoHazard Services
(1) MEQ and Ground Subsidence Monitoring
(2) Landslide geohazard monitoring, early warning and stabilization control
(3) Effluent, Ambient Air, and Sump Monitoring
(4) Waste Management and Inventory
(F) Technical report requirements and timeline to be placed in each Service Order.
(G) Other Geoscientific Services that can be provided by the contractor
1.2 Any other projects to be to be identified will be issued through a Service Request under
this contract. Company may also at its sole discretion delete any of the projects listed in
this section from the work. Company reserves the right to bid out projects whenever it
deems this is advantageous to the Company.
1.3 Statement of Work
(A) It is understood between the parties herein that no performance is required except
after receipt by Contractor of specific Work Request from the Company, this
Contract serving only to establish the terms and conditions of performance
pursuant to any such instruction. Each set of such instruction shall be deemed a
separate contract transaction.
(B) Each Work Request shall specify, at a minimum, all of the following information;
(1) The project

(2) The performance period
(3) The service to be provided
(4) A quotation approved by the project owner for the services
(5) A fixed price or time and material rate for the services
(6) Any applicable deliverable or milestone for the performance of the service
(7) A statement that the Statement of Work is subject to the terms and
conditions of this Contract
(8) The signatures of the Contractor and Company Representative/s
(C) Each Work Request shall incorporate the Contract by reference and shall be
construed to be part of this Contract and subject to all forms and condition of this
Contract.
1.4 Additionally, Contractor may be required to perform such other related tasks as may be
deemed necessary by the Company Representative.

1.5 For drilling related activities, no vehicle will be provided to Contractor for use within the
area of operations. However, a van will be provided to pick Contractor up from the base
camp and bring to the rig site. The same will be used after the shift to bring Contractor
back to the base camp.
1.6 Contractor shall supply all other equipment, materials and consumables required to
complete the works with approval from the company.
1.7 It is understood between the parties that no performance is required of the Contractor under
this Contract except after receipt by Contractor of specific approved Work Request
instructions from Company.
1.8 Contractor shall ensure the prior written approval of the Company for any gifts or donations
to be made by Contractor to any official of any government or public international
organization (including any officer or employee of any government department, agency,
company or other instrumentality) within the Area of Operations or who has direct or
indirect dealings with Company.
2. AREA OF OPERATIONS
Kalinga Province and other potential growth areas
3. COUNTRY
The Republic of the Philippines
4. COMPANY AND CONTRACTOR REPRESENTATIVES

COMPANY REPRESENTATIVE: CONTRACTOR REPRESENTATIVE:
Name: Arnel Mejorada Name: Orlando Maturgo
Telephone: +63 2 976 6487 Telephone: +63 2 831 3802
Email: arnel.mejorada@pgpc.com.ph Email: maturg.oo@premiergeoex.com
5. TIMING FOR PERFORMANCE

To be indicated in the work request instruction from Company
6. TERM OR COMPLETION DATE

3-year term with completion on June 30, 2022
7. REQUIREMENTS OF PERSONNEL
7.1 Experienced well site geologist with at least 10 years of experience working in drilling and
geological well site activities.
7.2 Extensive experience in drilling, logging and well completion operations
7.3 Competent knowledge in geology of different geological settings
7.4 Good understanding in Micro-Seismic Fracture Mapping operation; Micro-Gravimetric &

Leveling operation; Seismic (refraction) operation & Micro-Earthquake Monitoring.
7.5 Experienced Geoscientist to provide the training and services

7.6 Experience in making presentations to consultant committees and decision makers in a
comprehensive and concise manner.
END OF EXHIBIT A

EXHIBIT B – INDEPENDENT CONTRACTOR HEALTH,
ENVIRONMENTAL AND SAFETY GUIDELINES
1. RESPONSIBILITY FOR COMPLIANCE
1.1 Contractor shall comply (and ensure that all members of Contractor Group comply) with
all applicable laws and these Independent Contractor Health, Environmental and Safety
Guidelines (“Guidelines”) within the Area of Operations. These Guidelines are intended
to promote a safe and healthful workplace where the Services are performed without
incident and in an environmentally-sound manner.
1.2 These Guidelines are a minimum standard and are intended to supplement, not replace,
Contractor’s safety program. Contractor may implement additional measures, as
necessary, to assure workplace health, environmental and safety protection, and shall
implement all additional measures required by law.
1.3 The requirement for Contractor to comply with these Guidelines does not alter Contractor’s
status as an independent contractor, does not change the rights or obligations Contractor
has as an independent contractor, and does not amend or restrict Contractor’s liabilities and
indemnities provided in this Contract. All costs associated with compliance are included
in the compensation provided for under this Contract, and Cont1ractor has no right to claim
any additional payment not specifically provided for in this Contract because of the
requirement for compliance with these Guidelines.
1.4 Contractor shall communicate these Guidelines to its employees and to members of the
Contractor Group prior to entering the Area of Operations. Contractor shall maintain
written documentation of its actions undertaken to fulfill these responsibilities and maintain
a copy of those written documentations on site.
1.5 Contractor shall provide Company with the name of its Contractor representative and those
of Contractor Group who are responsible for health, environmental, safety and security
protection in the Area of Operations.
1.6 Company or its representatives may inspect the performance of the Services in the Area of
Operations at any time to determine compliance with these Guidelines and prescribe
measures to Contractor to achieve compliance. Contractor or Contractor Group shall
implement steps to achieve compliance with these Guidelines.
2. HEALTH, ENVIRONMENTAL AND SAFETY WORK PLAN
2.1 On or before the Effective Date of the Contract, Company will advise Contractor whether
a Health, Environmental and Safety Work Plan (“Plan”) is required, and if so, of the scope
of the Plan. Contractor shall prepare the Plan on or before the Effective Date of the
Contract.
2.2 The Plan developed by Contractor shall describe the health, environmental and safety
issues associated with the Services, and the mitigation measures required to address these
issues before Contractor or Contractor Group enters the Area of Operations. Contractor
shall ensure that the Plan is based on, and complies with applicable laws, decrees, codes,

standards, administrative rules and regulations, relevant Company policy, processes and
standards, these Guidelines and generally accepted good international industry practice for
the industry in which the Services are to be provided. If an inconsistency or conflict exists
between components of these laws, decrees, codes, standards, rules, regulations, policy,
these Guidelines and practices, Contractor shall ensure that it complies with the most
stringent to the extent that it is legal.
2.3 Contractor shall submit Contractor’s Plan to Company’s Representative for review.
Company has the right, but not the obligation, to review Contractor’s Plan and either
approve the Plan or return it to Contractor with notice of deficiencies. Contractor shall
correct any deficiencies and resubmit the Plan for Company’s review. Contractor shall
ensure that the Plan is accepted by Company before Contractor commences the Services.
Company’s review of the Plan does not absolve Contractor of its responsibility to develop
and implement a Plan that complies with applicable laws or these Guidelines.
3. ENTRANCE TO PROPERTY
3.1 Before commencement of performance, Contractor shall inspect and confirm that the work
site within the Area of Operations is safe and if not, promptly report any unsafe condition
to Company. Failure to promptly report an unsafe condition to Company precludes
Contractor from asserting any defense or Claim against Company in reliance on an unsafe
condition which should have been observed during inspection.
Company’s security requirements that Company communicates to Contractor during the
performance of the Services.
3.3 Contractor shall ensure that only those employees or personnel of Contractor or Contractor
Group having authorized business arising out of this Contract are allowed in the Area of
Operations.
4. MOTOR VEHICLE SAFETY
4.1 Contractor shall have and comply (and ensure that all members of Contractor Group
comply) with its own motor vehicle safety plan (“Motor Vehicle Safety Plan”) unless the
Services provided do not require the operation of motor vehicles and equipment
(“vehicle”). Company Representative may review this Motor Vehicle Safety Plan and, if
required, Contractor shall implement improvements, such as a provision for defensive
driving training.
rules and regulations, including written instructions prescribed by Company and
communicated to Contractor, relating to vehicle safety. These include observation of the
posted speed limit, or if not posted, a safe speed with regard to existing conditions.
4.3 Contractor shall ensure that all vehicles are in safe operating condition and operators must
be properly trained, qualified, licensed and/or certified. Contractor shall ensure that these
vehicles are equipped with seat belts for driver and passengers and that operator and
passengers use seat belts at all times.

4.4 Except as provided in this Section, the operator of a vehicle may not use a cellular
telephone or any other communication device, in either hand-held or hands-free mode,
while the vehicle is in motion. These telephones or communication devices may be left in
an “on” position to alert drivers of an incoming call; however, calls must not be answered
until the vehicles have been stopped in a safe location. This guideline does not apply to
Contractor’s use of facility mobile equipment (e.g., forklifts, electric carts, fire trucks,
etc.), dispatch or emergency response communications, or citizen band radios if previously
approved to do so in writing by Company.
a driver monitoring system is required. If a driver monitoring system is required,
Contractor shall have, or develop and implement such a system. Company may request
review of the system’s monthly data and recommend measures to improve Contractor’s
vehicular safety performance.
4.6 Contractor shall ensure that motorcycles are not used for performing the Services except if
approved in writing by Company.
5. SMOKING
5.1 Smoking is prohibited in all areas containing crude oil or fuel storage, gas processing and
compression equipment and separation or treating equipment. Smoking is only permitted
in designated, authorized areas.
5.2 Company has the right to order Persons observed smoking in unauthorized areas to cease
or to leave the Area of Operations.
5.3 Smoking is prohibited in Company-provided aircraft and vessels.
6. PERMIT TO WORK
6.1 The “Permit to Work” (“PTW”) applies to work that requires a specific permit to perform
the work. PTW requires identification of job task hazards, evaluation of job task risks,
specification for control measures to track performance and use of those control measures
to prescribe improvements to performance. The purpose of PTW is to prescribe
documented practices to manage and control risks associated with the particular work.
Contractor shall submit its practice(s) for Company’s review. If Company determines that
Company’s documented practices for substantially the same work are more stringent than
Contractor’s documented practices, Company Representative may require Contractor to
follow Company’s documented practices.
6.2 Prior to starting any non-routine, safety critical work or field activities, Contractor shall
perform a Job Hazard Analysis (“JHA”). Contractor shall ensure that the JHA
accomplishes all of the following:
(A) Study and record each step of any non-routine, safety critical work or field
activities.
(B) Identify existing or potential equipment-, environmental- or action-generated job

hazards.

(C) Determine the best way to perform the job and mitigate or eliminate hazards and
risks.
6.3 Prior to starting any non-routine, safety critical work or field activities, Contractor shall
communicate the JHA to its employees and those members of Contractor Group who will
perform the non-routine, safety critical work.
6.4 Before hot work operations are conducted, Contractor shall obtain a determination from
Company whether a hot work permit is required and if required, shall develop, implement
and comply with all conditions of any hot work permit.
6.5 Contractor shall develop, implement and comply with (and ensure that all members of
Contractor Group comply with) written safe-entry procedures for any Services involving
entry into confined spaces, limited access vessels or below grade pits.
6.6 Contractor shall develop, implement and comply with an energy isolation system
(lock-out/tag-out) before any member of Contractor Group performs work on equipment
or machinery.
7. PRESSURE TESTING
7.1 Contractor shall ensure that its employees or Contractor Group do not test pipes or pressure
vessels with or without compressed air, gas or service fluid, without Company’s prior
written approval. All personnel must be highly capable and/or trained in conducting
pressure tests.
8. EXPLOSIVES AND HAZARDOUS MATERIALS
8.1 If explosives are required in the performance of the Services, Contractor shall train its
employees and provide Company with written notification regarding the proposed use,
storage and handling of explosives prior to the start of the blasting. Further, Contractor
shall ensure that its employees are qualified to perform this type of work.
8.2 Contractor shall notify and receive Company’s prior written approval before chemicals or
hazardous substances are brought to the Area of Operations.
8.3 Contractor shall ensure that all hazardous substances used in the performance of the
Services are handled, stored, transported, identified, documented and secured in a safe and
environmentally-sound manner.
8.4 Contractor shall maintain (and ensure that all members of Contractor Group maintain)
Material Safety Data Sheets or their equivalent (“MSDSs”) in the Area of Operations for
all chemicals and other hazardous substances used in performance of the Services and
perform all the Services consistent with instructions contained in these MSDSs.
9. FIRE PROTECTION AND EMERGENCY RESPONSE
9.1 Contractor shall take (and ensure that all members of Contractor Group take) reasonable
precautions to prevent fires. Contractor shall ensure that contaminated paper, rags, trash

and other combustible are disposed of in safe containers in compliance with applicable
laws and generally accepted good international industry practice.
9.2 Contractor shall ensure that flammable liquids, such as, gasoline, kerosene and fuel oil, are
transported and stored in industry-approved metal containers that are designed for these
purposes. Contractor shall ensure that these liquids are stored away from possible sources
of ignition.
9.3 Contractor shall ensure that fire protection equipment is not tampered with. Contractor
shall ensure that hydrants or main water valves are not opened or closed without
Company’s written approval, except in the case of an emergency.
9.4 Contractor shall immediately report all leaks or other indications of gas escaping around
piping, vessels or equipment to Company. Contractor shall cease (and ensure that all
members of Contractor Group cease) all work in the area near the leak upon discovery of
the hazard.
9.5 Contractor shall ensure that its employees use only non-toxic cleaning solvents with a high
flash point (above 140oF or 60oC) for cleaning purposes.
9.6 Contractor shall ensure that its employees receive the fire protection, safety and other
emergency training required under all applicable laws and these Guidelines.
9.7 Contractor shall provide its own fire protection equipment for the use of its employees and
personnel of Contractor Group unless otherwise agreed by Company in writing.
9.8 Contractor shall shut down (and ensure that all members of Contractor Group shut down)
internal combustion engines before refueling, except where the refueling point is
sufficiently remote from the engine to allow safe refueling.
9.9 In case of fire or other emergency situation, Contractor shall immediately take (and ensure
that all members of Contractor Group take) appropriate measures to protect the safety of
personnel and to extinguish the fire or otherwise handle the emergency situation even
where the cause is unrelated to the Services. The first priority must be the safety of all
personnel. Contractor shall notify Company Representative about the fire or other
emergency situation immediately, but not later than the period of time after discovering the
emergency incident permitted under the Plan.
9.10 Contractor shall shut down (and ensure that all members of Contractor Group shut down)
and remove all equipment from the area in and around the fire and other emergency
situation to the extent possible.
9.11 Use of motors, compressors, pumps and other equipment inside tank dike areas by
Contractor is permitted only in accordance with Company procedures.
9.12 Contractor shall ensure that “strike anywhere” matches and plastic disposable lighters are
not carried or used in hazardous areas. Safety matches are preferred, but facility or work
site rules apply and control in case of conflict.

10. MEDICAL AID
10.1 Contractor shall provide first aid personnel, equipment and supplies for its employees and
personnel of Contractor Group unless otherwise agreed by Company in writing.
11. PERSONAL PROTECTIVE EQUIPMENT
11.1 Personal protective equipment must be provided by Contractor for its employees and
personnel of Contractor Group if required by applicable laws, decrees, codes, standards,
administrative rules and regulations, relevant Company policy or generally accepted good
international industry practice for the industry in which the Services are to be provided.
Contractor shall provide this equipment at its own cost unless otherwise agreed by
Company in writing. Contractor’s employees must wear (and ensure that all members of
Contractor Group wear) this equipment within the Area of Operations, as required.
11.2 All personal protective equipment must be used and maintained by Contractor in
compliance with applicable laws and manufacturer’s instructions.
12. HOUSEKEEPING
12.1 Contractor shall maintain good housekeeping at all times and keep all work sites clean and
free from obstructions. Contractor shall mark and identify all tripping hazards.
12.2 Contractor shall keep (and ensure that members of Contractor Group keep) the access to
emergency exits clear at all times.
12.3 Contractor shall ensure that all ditches, holes, excavations, overhead work and other
impediments connected with the Services are properly barricaded, and are provided
warning signs or lights where necessary.
13. INCIDENT AND SAFETY REPORTING
13.1 Contractor shall report all on-the-job accidents or injuries arising from the Services to the
proper governmental authorities, where required, and to Company Representative.
Contractor shall also report all theft or other incidents of a criminal or security nature, such
as, a hijacking or assault. Contractor shall complete and provide Company with a copy of
every accident and incident report involving personnel injury or property damage that is
filed with Contractor’s (or any member of Contractor Group’s) insurance company or
representative or that are reportable under OSHA’s recordkeeping regulations (or their
equivalent in the Area of Operations).
13.2 Contractor shall maintain and file (and ensure that all members of Contractor Group
maintain and file) accident and incident reports required under this Contract or as required
by applicable laws, decree, codes, administrative rules, these Guidelines and regulations,
and furnish copies to Company.
13.3 Contractor shall immediately and verbally report all accidents and incidents to Company
and confirm the report in writing within the time limit specified by Company in the Plan.
This includes fatalities, injuries, fires, spills, motor vehicle accidents, damage to Company
property and other reports required in this Contract.

13.4 Contractor shall report all accidents and incidents arising from the Services that affect
health, the environment and safety (including spills). These reports must be delivered to
Company Representative on a monthly basis unless otherwise specified by Company in the
Plan.
13.5 If required by Company Representative, Contractor shall also prepare monthly reports
regarding total hours worked, number and type of incidents that occurred during the report
period or other statistic required by Company. Contractor shall deliver these reports to
Company Representative by a specified date each month.
14. BEHAVIOR-BASED SAFETY
14.1 Contractor shall develop, implement and comply with (and ensure that all members of
Contractor Group implement) a behavior-based safety process (“BBS”) to provide for
observation and feedback on employee behaviors and to track and analyze these
observations in an effort to identify and implement actions for improvement. BBS is
intended to prevent injury and incident through reduction of at-risk behaviors in the
workplace.
15. ENVIRONMENTAL PROTECTION
15.1 Contractor shall prevent (and ensure that all members of Contractor Group prevent) spills
or other releases of oil or chemical substances during the performance of Services.
Contractor shall develop, implement and comply with a pollution prevention plan.
Company has the right, but not the obligation to review this pollution prevention plan.
15.2 Contractor shall exercise (and ensure that all members of Contractor Group exercise) the
necessary care to protect and preserve the environment, including flora, fauna and other
natural resources or assets at any location where the Services are performed. Contractor
shall mitigate (and ensure that all members of Contractor Group mitigate) adverse impacts
to the environment. This includes proper disposal of all hazardous and non-hazardous
wastes such as oil, chemicals, sewage and garbage. Contractor shall comply with any
environmental practices specified by Company and included as a condition of this Contract.
In the event Contractor discovers or is notified of 1) any condition or situation on, in or
around the Area of Operations which may constitute a release of Hazardous Substances or
a violation of any law, or 2) any threatened or actual lien, action or notice that the Area of
Operation is not in compliance with any law, the party discovering the condition shall
immediately notify the Company. Contractor shall then immediately take reasonable
measures to remediate the conditions and notify any other appropriate governmental
authorities.
15.3 Contractor shall assess the environmental hazards of materials and supplies used in
conjunction with the Services and substitute materials presenting less risk whenever
possible. Contractor shall not use the following materials, as well as any other materials
specified by Company, in the Area of Operations without Company’s written approval:
(A) Polychlorinated Biphenyls (PCBs).
(B) Asbestos.

(C) Chlorinated solvents and thinners.
(D) Halon and other chlorinated fluorocarbons.
15.4 Contractor shall use only properly grounded above-ground steel tanks for fuel storage.
Contractor shall not use bladder, fiberglass, plastic and other types of fuel storage tanks
without Company’s written approval. Contractor shall ensure that loading and drainage
connections to fuel storage tanks are either plugged or locked in the closed position when
not in use, and equipped with self-closing (“dead-man’s valve”) fuel dispensing nozzles.
15.5 Contractor shall ensure that all onshore, above-ground fuel, oil and chemical storage tanks
used in connection with the Services have a secondary containment mechanism with a
minimum capacity equal to 110% of the capacity of the largest single tank. Secondary
containment impounds may have a drain connection for removal of storm water if the drain
discharge is normally plugged or equipped with a valve that is generally locked closed.
15.6 Contractor shall ensure that its employees do not hunt, disturb or capture native birds, fish
or other animals. Contractor may allow its employees to fish at certain times and in certain
places in the Area of Operations if permitted by local regulations in the Area of Operations.
15.7 Contractor shall ensure that trees and vegetation are not removed to an extent greater than
is necessary to perform the Services. Contractor shall ensure that topsoil is stockpiled for
subsequent use in site restoration unless Company provides in writing for an alternative
course of action.
15.8 Contractor shall ensure that fossils and antiquities found at work sites are protected from
damage or disturbance. Contractor shall report the location of these fossils and antiquities
to Company and suspend work at that location pending further instructions from Company.
Contractor is not entitled to compensation for the period of the suspension but Company
shall reimburse Contractor for all of the following expenses of Contractor which are actual,
direct and non-recoverable:
(A) Expenses incurred by Contractor as a consequence of the suspension which are

reasonably necessitated by the suspension.
(B) Expenses otherwise incurred by Contractor during the period of the suspension
which Contractor could not reasonably have avoided in order to be able to re-
commence performance of the Services upon the suspension being lifted.
16. SHORT SERVICE EMPLOYEE PROGRAM
a Short Service Employee (“SSE”) program is required. If required, Contractor shall
prepare and implement its SSE program. This SSE program applies to those employees
engaged by Contractor or any member of Contractor Group who have less than six months
experience in the same job type.
16.2 Minimum requirements of a SSE program include all of the following:
(A) SSE personnel shall be visibly identified by wearing a green hard hat.

(B) The number of SSEs in any work crew shall be limited to the extent possible as
stipulated on the approved SSE Policy.
(C) A list of any high-risk work activities or areas in which SSEs are not allowed to
work.
17. STOP WORK AUTHORITY AND SUSPENSION OF WORK
17.1 Stop Work Authority. Contractor shall stop work when an imminent hazard to persons,
property or the environment is identified and immediately notify Company Representative
that work has stopped, the reasons for stopping the work and an estimate of when the work
will resume. Contractor shall take all appropriate measures to abate the imminent hazard
and limit the duration of the stop work and coordinate efforts with Company Representative
to mitigate the effect of this stop work authority.
17.2 Suspension of Work. Company has the right to immediately suspend the performance of
the Services if Company, in its sole judgment, determines that any member of Contractor
Group is failing to comply with these Guidelines or with written instructions provided to
Contractor under these Guidelines or with applicable safety laws and regulations while in
the Area of Operations. Suspension under this Section 17.2 continues until Company
notifies Contractor that the suspension is lifted. Contractor acknowledges that Company
has no obligation to lift the suspension until it is satisfied that Contractor will thereafter
comply with these Guidelines. Contractor is not entitled to compensation for the period of
the suspension or to reimbursement of any expenses incurred during the suspension.
18. TRAINING
18.1 Contractor shall ensure its employees are trained (and ensure that all members of
Contractor Group are trained) in compliance with appropriate health, safety and
environmental codes, standards, laws and regulations of all governmental or regulatory
agencies having jurisdiction over the Services or the Area of Operations. Contractor shall
ensure that this training also addresses potentially dangerous conditions, safe work
practices and procedures, including safety training to ensure the proper use of any personal
protection equipment required to perform the Services. At Company’s request, Contractor
shall provide Company with a certification that training requirements are met and
maintained.
18.2 Prior to commencement of the Services, Contractor shall participate (and ensure that all
members of Contractor Group participate) in a health, environmental and safety orientation
with Company Representative.
18.3 Contractor shall have a training passport showing all the trainings attended duly signed by
an SME.
19. MISCELLANEOUS
19.1 Contractor shall secure (and ensure that all members of Contractor Group secure)
compressed gas cylinders in place on a regular cart or chained to a support in an upright
position. Contractor shall ensure that these cylinders are protected when not in use with
protective valve caps. Furthermore, Contractor shall ensure that compressed oxygen and

flammable gases are not stored together or near combustible materials, but stored in
accordance with written instructions provided by Company or, if no instructions are
provided, in accordance with generally accepted good international industry practice.
19.2 Contractor shall ensure that no firearms, ammunition or deadly weapons are stored, brought
upon or used in the Area of Operations except as may be authorized by Company (e.g., for
security purposes to ensure protection of Contractor’s personnel and property).
19.3 Contractor shall ensure that all of its safety equipment are properly maintained and in
operable condition in accordance with manufacturer’s instructions, Company requirements
and applicable laws.
19.4 Contractor shall review the final or completed work site and undertake any remedial
measures required to remove hazards and restore the work site in accordance with
Company requirements.
20. COMMUNITY RELATIONS
20.1 Contractor shall assist Company in identifying and mitigating potential risks arising from
this Contract to the community or communities within the vicinity of the Area of
Operations. Furthermore, Contractor shall report to Company any community issue arising
before, during or immediately after the performance of the Services.
20.2 When required by Company, Contractor shall ensure attendance at, participation in and
completion of any community consultation or community awareness training by any
required member of Contractor Group.
20.3 Contractor shall install such signages as required, designed and approved by Company.
21. OTHER SPECIFIC PROVISIONS
21.1 In addition to Section 5, smoking is also prohibited in light vehicles, buses, heavy
equipment, building, offices and warehouses.
21.2 Contractor shall maintain Material Safety Data Sheets in English.
21.3 In addition to Section 10.1, Contractor shall provide first aid personnel, equipment and
supplies for its employees and personnel of Contractor Group unless otherwise agreed by
Company in writing. “First aid personnel” means a Person who is a member of Contractor
Group and is working in the Area of Operations. In addition to this Person’s work
assignment, this Person is also capable of providing first aid. Contractor shall provide a
minimum of one first aid personnel for every ten employees who are working in the Area
of Operations.
21.4 Contractor shall provide its employees with standard personal protective equipment
(“PPE”), including hard hats, safety shoes, and safety eyeglasses. These standard PPEs are
required to be worn at all fields, oil & gas or geothermal facilities, and other industrial
locations.
21.5 When working in designated areas, the PPE will also be required for all of the following:

(A) Flash suit for working under electrical hazard.
(B) Ear protection (NIOSH approved) for noisy area > 85 dBA TWA or ceiling.
(C) Personal fall arrest equipment (ANSI Z359.1-1999) for working at height over 1.8
meters.
(D) Personal gas detector for working around H2S hazardous area.
(E) And other specialized PPEs as required for specific works.
21.6 In addition to Section 3, Contractor shall secure necessary permits required before entering
and working in the Area of Operations.
21.7 In addition to Section 6, Contractor shall have both of the following:
(A) Applicable work permit standards and procedures including hotwork, confined
space entry, lock-out/tag-out, working at height /scaffolding, excavation, crane and
lifting equipment safety and hot tapping, SIMOPS and Electrical.
(1) Contractor shall develop, implement and comply with the Permit to Work
and Safe Work Practices (Lifting and Rigging, LO/TO, CSE, Hotwork,
Work at Heights, Excavation, SimOps, Electrical)
(B) Training program for at-risk employees including frequency, target positions,
lesson plan and evaluation test procedures (Training matrix). Contractor shall
maintain a pool of Qualified SME’s for the Permit-To-Work and Safe Work
Practices (Lifting and Rigging, LO/TO, CSE, Hotwork, Work at Heights,
Excavation, SimOps, Electrical) to undertake the raining and refresher programs
for all Contractor Group members. The SME’s may be assessed by Company to
determine their qualifications. The Company has the right to refuse SME who do
not meet Company requirements or competency assessments.
(C) Regular field verifications or on-going work to determine compliance to work

permit procedures and standards. Finding shall be documented, summarized and
submitted quarterly to Company through the Contract Owner or designee in each
Asset for review.
(D) Continual improvement plans based on Field verification findings and trended
data.
21.8 In addition to Section 8, Contractor must ensure that all chemicals are properly labeled and
employees are trained in chemical labeling and MSDS. Contractor shall implement
an inspection program to ensure all chemicals delivered to worksites within area of
operation have the required label. Company shall have the right to reject chemicals that
have no labels.
21.9 In addition to Section 9, Contractor must have an “Emergency Preparedness” program in

place and implemented such that:

(A) Potential emergency situations are pre-identified.
(B) Responsibilities are defined.
(C) Action guides are clear.
(D) Responsible persons receive emergency response training on the various kinds of
emergencies (e.g. drills, fire control training).
(E) All employees receive orientation on how to respond to emergency situations.
21.10 In addition to Section 11, Contractor shall have a written PPE program that identifies
complete PPE requirements for each specific work activity (i.e., PPE matrix). All PPE
shall meet ANSI Standard. Contractor must ensure that appropriate stocks of PPE are
available to its employees. PPE compliance shall be included in the regular walkthrough
inspections by Contractor.
21.11 In addition to Section 13, Contractor must have an “Accident/Incident Investigation and
Reporting” program that has the following:
(A) Procedures on Incident Investigation and Reporting together with the prescribed
incident report form. Procedures and program must comply with incident
reporting requirements of the Department of Labor and Employment (DOLE) and
the Department of Energy (DOE).
(B) Types of incidents included in the program, such as injury, illness, property
damage, environmental, process loss, security breaches and community
complaints.
(C) Guidelines for investigations in order to properly identify root causes.
(D) Follow-up system to track corrective actions.
(E) Training of personnel responsible for investigation and reporting. All supervisors
should be trained on basic root cause analysis techniques (Five Why or equivalent)
21.12 Training.
(A) In addition to Section 18, Contractor shall conduct safety orientation specific to
the Area of Operations for all members of Contractor Group. This safety
orientation shall include all of the following:
(1) H2S hazards awareness.
(2) Other potential hazards to which individuals may be exposed.
(3) Applicable Company Site Safety Plan Requirements (i.e., work permits),
location and means of access to MSDS information maintained by
Contractor and Company.

(4) Applicable hazardous materials/waste handling procedures, storage areas,
disposal procedures.
(5) Responsibilities in reporting occupational injury, accident and illness.
(6) Environmentally sensitive procedures or precautions to be followed.
(7) Emergency response, alarm whistles, or other communication procedures.
(8) Other topics as appropriate to the work.
(B) Contractor shall ensure that a copy of the orientation agenda and attendance is kept
on file for Company verification and audit within a period of three years from the
date of completion of the orientation.
(C) Contractor shall identify, develop and implement HES training critical to the
completion of work to be performed. These trainings shall address the needs of
Managers, Supervisors, Safety Officers and skilled employees to ensure that they
are able to perform their work safely and responsibly. Contractor shall maintain
training records that include attendance, topics covered, date and venue.
(D) Contractor shall ensure that all Contractor Group members assigned to the Area of
Operations for more than twelve months are given a follow up general Health,
Environmental and Safety orientation.
(E) Contractor shall maintain a training database for all employees. The training
database shall be updated and submitted to Company at the end of every quarter.
(F) Contractor shall ensure that all Contractor Group members deployed in area of
operation have undergone all the required orientation and training and documented
using the Training Passports approved by Company. The Training Passport shall
be carried by all the members of Contractor Group while working in area of
operation for verification and inspection by Company representatives.
(G) Contractor to include the following trainings:
(1) Defensive Driver Training provided to Contractor drivers including

recertification
(2) WMS – SWP Trainings (e.g. specialized lifting and rigging including
competency assessment/scaffolding)
(3) EM – Emergency response training e.g. SCBA
21.13 Contractor shall obtain any permits, licenses and/or inspection necessary for the
performance of the Services. However, Contractor shall review all such requests with
Company before application to any government office or agency (e.g., building permit,
electrical permit).

21.14 Contractor shall at all times demonstrate compliance with the minimum regulatory rules
required from the time of its accreditation. This obligation shall include all of the
following:
(A) Designation of safety officer and first aid provider or medical personnel accredited
by DOLE/DOE (per RESHERR – Renewable Energy Safety Health and
Environment Rules and Regulations of DOE). Contractor shall be responsible for
providing personnel who are qualified and trained for their assigned job.
(B) Formation of a Health and Safety Committee.
(C) Accident reports and records submitted to DOLE and DOE using the prescribed
regulatory forms.
21.15 Contractor shall follow the Company’s General Safety Rules and Base Camp Rules and
regulations.
21.16 Fit For Duty.
(A) Physical Examination. Each member of Contractor Group shall undergo a

physical examination conducted by a qualified occupational health physician at
Contractor’s sole expense prior to working within the Area of Operations. The
purpose of this examination is to ensure that each Person is fit for duty and capable
of performing the assigned duties as required under this Contract. The minimum
requirements of this physical examination shall include all of the following:
(1) Medical history.
(2) Complete physical examination (head to toe) by a physician.
(3) Laboratory examination, which shall include all of the following:
(a) Complete blood count and typing.
(b) Chest X-ray PA.
(c) 12 leads ECG.
(d) Urinalysis.
(e) Fecalysis.
(f) Drug Testing.
(4) Other examination as determined by the Company Health and Medical

Services Unit based on the nature of physical requirements of the job and
hazards present in the work process/workplace, such as vision screening,
audiometry, pulmonary function test, exercise stress test and urine arsenic
test.

(B) Medical Certification. A certificate indicating fitness for duty must be issued by
the examining physician if the examining physician determines that an individual
is fit for duty (after taking into consideration the results of the physical
examination, the duties to be performed and the location in the Area of
Operations). This certificate must be issued and submitted to Company at least
five days prior to an individual’s commencement of duties in the Area of
Operations and on each anniversary after the commencement of performance
under this Contract. The current certificate must be maintained by Contractor for
all members of Contractor Group assigned to the Area of Operations and available
for inspection by Company to assess compliance with this requirement.
21.17 Contractor shall have in place all of the following:
(A) Preventive maintenance program of all critical equipment that will be used in the
performance of the Services (i.e., vehicles, heavy equipment). Records of
schedule, maintenance work to be done and responsible position/person shall be
maintained.
(B) Pre-use inspection of vehicle and mobile equipment.
(C) Reporting and inspection of repaired vehicle and equipment before use.
(D) Inspection program with defined responsible personnel, checklists and frequency
of inspections shall be established and implemented.
(E) Follow-up system for action items to ensure that corrective actions are completed
on time.
21.18 Contractor shall have a hiring and placement program in place and fully implemented to
include all of the following:
(A) Criteria for employment for specific positions such as job skills, and
medical/physical fitness are established.
(B) Background check and clearance from the National Bureau of Investigation, the
local police and the local barangay are required.
(C) Certifications of skilled personnel are up to date as required in the respective job
positions.
(D) Criteria for Subcontractor selection are established.
(E) Ensure that each job applicant will be screened for a history of violent conduct and
that where such conduct is indicated the applicant will not be selected for
employment.
(F) Provide training to supervisors and managers on how to identify the indicators of
potential violence, how to refer apparently troubled employees to treatment
professionals for diagnosis and counseling, how to follow up on referrals, how to
document such matters, and how to respond when workplace violence occurs.

(G) Ensure that HR staffs are trained on how to conduct termination interviews and
other person-to-person transactions that carry a potential for violence.
(H) Contractor shall give priority to the hiring of qualified labor from that available in
the vicinity of the Work, and in accordance with the terms of employment
prevailing in that vicinity, to the extent that it is practicable and consistent with the
timely and efficient prosecution of the Work. Contractor’s recruiting process must
be clear, transparent and open.
21.19 Contractor shall have a communication program in place and fully implemented to
encourage two-way communication. This program shall include all of the following:
(A) Group safety meetings are conducted on a regular frequency.
(B) Topics for safety meetings are planned in advance for the year.
(C) Other meetings (e.g., bench and toolbox meetings) are conducted to cover topics
related to current situation and specific work activities.
(D) Records of meetings are maintained.
(E) Management is involved in group safety meetings.
(F) Responsible persons receive training on basic communication technique.
(G) Job instructions are given to newly hired or transferred employees.
21.20 Contractor shall implement a procedure for tracking completion of actionable items based
on audit findings. This procedure must include the designation of responsible persons for
each actionable item and the maintenance of records which Company or its representatives
may inspect to determine compliance with this procedure.
21.21 Contractor must have a system in place to assist Company in community awareness
program (i.e., feedback mechanism for complaints, outreach programs).
21.22 In addition to Section 17, Contractor shall have a system to document, track resolution,
analyze, trend and report all Stop Work Authority events to Company. A SWA summary
shall be submitted to Company every end of the year.
21.23 In addition to Section 12, Contractor shall develop and implement a Housekeeping
Program that includes: a) Regular Housekeeping Inspection, b) Formulation of action plans
to address inspection, c.) Tracking and reporting completion of Housekeeping action items.
21.24 Compliance Assurance:
(A) Provide sufficient information to outline Contractor’s compliance assurance

management system. This information should address how the Contractor
identifies HES compliance requirements applicable to their work, monitors and
audits compliance at the worksite, and manages potential instances of non-
compliance. Contractors should have a procedure in place that allows their
employees to report potential instances of non-compliance without retribution.

(B) Contractor orientation conducted by Company should communicate Company’s
expectations for the Contractor related to Company required processes, procedures
and standards (such as those related to work permitting, emergency response or
incident reporting).
(C) Field inspections and audits of Contractor operations should include verification
of the Contractor compliance assurance management system and compliance with
Company-required processes and procedures applicable to the work being
performed.
21.25 Security Risk Assessment and Planning.
(A) Contractor shall conduct a Security Risk Assessment of the Area of Operations,
particularly those locations where Contractor will be performing Services for the
Company. Such security risks that may be identified are to be included in
Contractor’s risk register and updated bi-annually, or as the prevailing situation
warrants.
(B) Contractor shall draw up a Security Management Plan that sets out what Contractor
will do to protect its personnel and assets from the identified security risks.
(C) In accordance with the Security Management Plan, Contractor shall also draw up
Project-Specific Security Plans enumerating therein the security risks that may
affect a specific project and describing the corresponding measures/actions that
Contractor deems necessary to mitigate against them.
(D) Contractor shall submit Contractor’s security plan, as above, to Company’s

Security Representative for review. Company has the right, but not the obligation,
to review Contractor’s security plan and either agree with the plan or return it to
Contractor with notice of deficiencies. Contractor shall correct any deficiencies
and resubmit the security plan for Company’s review. Contractor shall ensure that
the security plan is accepted by Company before Contractor commences the
Services. Company’s review of the Plan does not absolve Contractor of its
responsibility to develop and implement a security plan that complies with
applicable laws or these Guidelines.
22. ADDITIONAL PROVISIONS
22.1 No other specific provisions provided for this Exhibit B.
END OF EXHIBIT B

EXHIBIT C – DRUG, ALCOHOL AND SEARCH POLICY
1. GENERAL POLICY
1.1 Compliance. Contractor and Subcontractors (“Subcontractor” means any Person who is
engaged by Contractor or another Subcontractor to provide the Services (other than a
person engaged as an employee), but does not include the vendor of Products to Contractor)
shall comply with Company’s drug, alcohol, and search policy (“Policy”) set out in this
Exhibit, except to the extent that compliance is penalized under the laws of the United
States or violates applicable laws.
1.2 Policy, Program and Training. Contractor and Subcontractors shall have in place a
written controlled substance and alcohol policy, an implementation program, and a training
program, that meet or exceed the requirements provided in this Exhibit. When required by
law, Contractor shall comply with U.S. Department of Transportation (DOT) procedures
for transportation workplace drug and alcohol testing programs, 49 CFR Part 40, and
applicable DOT rules and regulations (or their equivalent in the Area of Operations).
1.3 Notice to Personnel. Contractor shall provide a written notice (set out in Section 2 of this
Exhibit) to all personnel of Contractor and Subcontractors who will be engaged in
performing the Services in the Area of Operations, prior to assigning them to work under
this Contract. Each of those individuals must be specifically made aware of Company’s
and Contractor’s right to search.
1.4 Search. Contractor shall have the right to perform reasonable, unannounced searches of
the personnel of Contractor or Subcontractors at any time while they are in the Area of
Operations, including searches of personal vehicles and personal effects which are in or
entering into the Area of Operations.
1.5 Testing. Contractor shall have the right to perform reasonable, unannounced controlled
substance and alcohol tests on the personnel of Contractor or Subcontractors at any time
while they are in the Area of Operations. If a test is positive, the individual must be
removed from the Area of Operations or cease performance of the Services until
reinstatement is permitted by Company. The individual shall be similarly treated if he/she
refuses or fails to have a requested test. Individuals testing positive or refusing tests are
subject to reinstatement at Company’s sole discretion.
1.6 Post-Accident Testing. Contractor shall conduct an immediate preliminary evaluation into
the circumstances of all accidents, injuries, near misses and mishaps in the Area of
Operations which arise out of this Contract or the performance of the Services. This
evaluation must include a review of the conduct and behavior of affected individuals
following any incident or near miss involving these individuals to determine whether
personnel performance contributed to the incident. Alcohol and/or controlled substances
test(s) must be required by Contractor when the evaluation reveals a reasonable cause to
suspect the presence of alcohol or controlled substances.

1.7 Training. At a minimum, Contractor’s and Subcontractors’ personnel (before arriving at
the Area of Operations) shall receive training on all items listed in Sections 1.7(A) to
1.7(D) below and Contractor’s and Subcontractors’ supervisors shall receive training on
all items listed in Sections 1.7(A) to 1.7(E) below:
(A) Company’s and Contractor’s controlled substances and alcohol policies.
(B) The effects and consequences of controlled substance and alcohol use on personal
health, safety and the work environment.
(C) The details of Contractor’s employee assistance program, if any, and available
treatment resources.
(D) The consequences of failing to comply with Contractor’s and Company’s policies.
(E) The physical, behavioral and performance indicators that may indicate controlled
substance and alcohol use or abuse.
1.8 Records. Contractor shall keep records of activities in compliance with this Exhibit. These
records must be maintained for at least twenty-four months after termination or completion
of this Contract.
2. NOTICE TO CONTRACTOR’S EMPLOYEES
2.1 Company’s Drug, Alcohol and Search Policy.
(A) The use, possession, distribution, purchase or sale of any controlled substances or
alcohol by Contractor or Subcontractors or their personnel is prohibited while
within the Area of Operations.
(B) The use (in any place) of any controlled substance or alcohol which causes or
contributes to unacceptable job performance or unusual job behavior in the Area
of Operations is prohibited. Being under the influence of alcohol while within the
Area of Operations is prohibited.
2.2 Penalty for Violation. Contractor and Subcontractors and their personnel who enter the
Area of Operations shall comply with this Policy. Any Person violating this Policy may be
removed from the Area of Operations and may be denied future access. In addition,
Company may suspend the Services or terminate this Contract as a result of violation of
this Policy. In appropriate cases, local law enforcement agencies may be advised of
violations.
2.3 Searches and Testing. In support of this Policy, Company or Contractor may conduct or
require searches and tests as follows:
(A) Searches. Unless prohibited by law, the following searches may be carried out:
(1) Company or Contractor may carry out reasonable searches of individuals

and their personal effects and personal vehicles when entering the Area of
Operations, while within the Area of Operations and when leaving the

Area of Operations. These searches may be carried out at any time and
without prior announcement.
(2) Entry by an individual into the Area of Operations constitutes consent to

a search of the individual and his/her personal effects, including packages,
briefcases, purses, lunch boxes and vehicle or any office, locker, closet or
desk.
(3) An individual may elect to decline to cooperate; however, refusal to

cooperate may result in the individual being removed from the Area of
Operations and restricted or disqualified from performing the Services for
Company.
(B) Testing. Unless prohibited by applicable law, the following testing may be
conducted:
(1) Company or Contractor may conduct or have conducted a controlled

substance or alcohol test(s) on the personnel of Contractor or
Subcontractors upon entering or while within the Area of Operations. This
testing may be carried out at any time and without prior announcement.
(2) Prior written consent shall be obtained from any individual who is to be
tested. A positive test or a failure to give written consent for a test or a
substituted or adulterated test or a failure to take a requested test is cause
for removal from the Area of Operations, and may result in the individual
being restricted or disqualified from performing the Services for
Company.
3. DEFINITIONS
3.1 As used in this Exhibit, these terms have the following meanings:
(A) “Controlled substance” means:
(1) Opiates, including heroin.
(2) Hallucinogens, including marijuana, mescaline and peyote.
(3) Cocaine.
(4) PCP.
(5) Prescription drugs, including amphetamines, benzodiazepines and

barbiturates, which (a) are not obtained and used under a prescription
lawfully issued to the Person possessing them or (b) have been prohibited
by Company for use in the Area of Operations by any personnel or
personnel performing specified functions.

(6) Any other substance included in the U.S. Federal Controlled Substances
Act or its regulations or that is otherwise unlawful to possess or sell under
applicable law.
(B) “Controlled substance testing” means testing to detect the presence of controlled
substances.
(C) Controlled substance or alcohol “test” means any collection and analysis using
urine, breath or other samples to determine the presence of controlled substances
or alcohol in the body.
(D) “Under the influence of alcohol” or a “positive alcohol test” means having a blood
alcohol concentration (% BAC) of 0.04% or above.
(E) Those terms defined in Exhibit B – Independent Contractor Health, Environmental

and Safety Guidelines have the same meaning in this Exhibit C – Company’s Drug
Alcohol and Search Policy.
END OF EXHIBIT C

EXHIBIT D – COMPENSATION
1. COMPENSATION
1.1 Total Compensation. In no event shall the total compensation and costs under this
Contract exceed Php 15,000,000.00 without the prior written consent of Company.
1.2 Basis of Compensation and Reimbursable Expenses.
(A) Compensation. The compensation payable by Company (VAT Inclusive) to

Contractor for the performance of the Services is as follows:
(B) Full compensation to Contractor for full and complete performance by Contractor
of all the work, compliance with all terms and conditions of this Contract, and for
Contractor's payment of all obligations such as but not limited to supply of
materials (unless otherwise listed/shown herein), labor, supervision, consumables,
tools, equipment, safety provisions and other items of expense necessary for the
Contractor for the performance of the work shall be determined in accordance with
the following Unit Prices (VAT Exclusive).
1) Manpower Rates (VAT Exclusive).
Daily Rate Daily Rate Hourly Rate
Position
(field work) (*off site activities) (consultancy)
A Senior Geochemist PHP 18,500 PHP 9,250 PHP 1,500
B Senior Drilling Engineer PHP 29,000 PHP 14,500 PHP 1,800
C Senior Geophysicist PHP 18,500 PHP 9,250 PHP 1,500
D Senior Geologist PHP 18,500 PHP 9,250 PHP 1,500
E Senior Petrologist PHP 18,500 PHP 9,250 PHP 1,500
F Senior Scientist PHP 18,500 PHP 9,250 PHP 1,500
G Drilling Engineer PHP 20,000 PHP 10,000 PHP 1,080
H Reservoir Engineer PHP 21,000 PHP 10,500 PHP 1,760
I Senior HSE Specialist PHP 8,000 PHP 4,000 PHP 650
J Well Test Engineer PHP 10,000 PHP 5,000 PHP 800
K Petrologist PHP 10,000 PHP 5,000 PHP 800
L Geophysicist PHP 10,000 PHP 5,000 PHP 800
M Geochemist PHP 10,000 PHP 5,000 PHP 800
N Process Geochemist PHP 10,000 PHP 5,000 PHP 800
O Hydrologist PHP 10,000 PHP 5,000 PHP 800

Daily Rate Daily Rate Hourly Rate
Position
(field work) (*off site activities) (consultancy)
P Geologist PHP 10,000 PHP 5,000 PHP 800
Q GIS Specialist PHP 5,000 PHP 2,500 PHP 400
R Jr. Safety Officer PHP 4,000 PHP 2,000 -
S Nurse, First Aider PHP 3,000 PHP 1,500 -
T Geochemistry Technician PHP 3,000 PHP 1,500 -
U Geophysical Technician PHP 3,000 PHP 1,500 -
V Mud Logger PHP 5,000 PHP 2,500 -
W Geologic Aide PHP 1,400 PHP 700 -

*Offsite activities i.e. travel, trainings, drilling requirements, site office work and others
(C) Pricing Basis
(1) The unit rates are inclusive of all direct and indirect labor, tools and
equipment including but not limited to applicable taxes, duties, fees, over
heads and profit. Specific scope of work is described in Exhibit A - Scope
of Work. The Contractor shall price the specific work packages based on
the above unit prices.
(2) Contractor to provide Mobilization/Demobilization and logistics bill of

materials and secure approval of Company before Service Request
issuance.
(3) Daily Rate listed includes all allowances (per diem & etc.), overtime pay
and all government mandatory benefits. Except for meals to be
shouldered/arranged by Company.
(4) Holiday premiums to be paid by Contractor. No work no Pay.
(5) The Unit Rates set forth herein shall remain firm for the duration of this
contract.
(D) Mobilization and Demobilization
(1) Actual cost + 10% admin fee as approved by the contractor owner.
(2) Company has the option to provide
(a) Airfare
(b) Transportation for pick up/drop off from Airport to Contractor’s

basecamp.

(c) Transportation within PGPC area of operations
(d) Accommodation
(E) Company to provide service vehicles within the Area of Operations. To be agreed
before Service Request issuance.
(F) Pricing Changes
Company may request Contractor to provide proposals for scope of work changes
(additions and deletions) which shall be priced using the applicable unit rates set
forth above.
For additional work not listed in Exhibit E - Scope of Work. Company has the
option to use any or a combination of the following methods.
(1) Applicable unit prices set forth above, if the work is possible to be fairly
classified under the Unit Price items.
(2) Negotiated Lump Sums based upon a mutually agreed Scope of Work.
(3) Negotiated Unit Prices not established in the Contract.
(4) On a "cost-plus" basis or at the labor and equipment rates as set forth
below.
(a) Subcontracts
(i) All subcontracts and services provided by others for

performance of changes or extra work requested by
Company, which have not been objected to by Company
shall be at actual cost to Contractor of such subcontracts
or services provided by others (not to exceed such
subcontract price) plus a mark-up, for all profit and
overhead expense of Contractor thereon which shall not
exceed 10%.
(ii) Contractor's invoices for work performed by any of

Contractor's subcontractors may include an allowance for
the subcontractor's overhead and profit of 10%.
(iii) In no instance shall the mark-ups or rates for changes

provided by subcontractor to Contractor exceed the mark-
ups or rates for changes as stipulated in this Article (a).
(b) Materials
(i) Compensation to Contractor for materials supplied by

Contractor not included in the unit rates for incorporation
into the permanent facility (excluding consumable,

expendable, and small tools shall be at actual invoiced
cost to Contractor, including transportation to site, as
substantiated by invoices certified paid or by such
documentation as may be required by Company, plus a
mark-up, for all profit and overhead expense of
Contractor thereon, of 10%.
(ii) Company reserves the right to provide, at no cost to

Contractor, materials, equipment, services, supplies or
incidentals required to perform the work. All refunds,
trade discounts, rebates on materials, supplies and
services, and all monies obtained from the disposal of
surplus materials or supplies shall accrue to Company.
(c) Time Sheets
For all work performed on a cost-plus basis, Contractor shall

submit daily time sheets and Contract Daily Report (CDR) for
approval by Company. An approved copy of the CDR, which
shall detail all hours worked, materials installed and equipment
used, must be submitted in support of Contractor's monthly
billing.
(d) All costs and expenses of all items expressly stated to this Contract
or elsewhere in this Contract to be at the cost or expense of or for
the account of Contractor, or to be performed by Contractor at no
additional cost to Company or Company, and all costs and
expenses of Contractor to perform the work and this Contractor,
shall not be reimbursable costs under the provision of this Article
5.0 and shall be deemed included within the mark-ups for
overhead or profit set forth in this Article 5.0.
(G) Claims
(5) Contractor shall give Company notice within one working day after the
happening of any event which Contractor believes may give rise to a claim
by Contractor for any additional time and/or money. Within six (6)
working days after the notification to Company of such event, Contractor
shall supply Company with a statement supporting Contractor’s claim,
including but not limited to, Contractor’s detailed estimate of the change
in contract price and/or scheduled time occasioned thereby.
(6) Contractor shall substantiate its claim with payroll documents, paid
invoices, receipts, records of performance and other documents
satisfactory to Company and subject to its verification. Company shall not
be liable for, and Contractor hereby waives, any claim or potential claim
of Contractor which was not reported by Contractor in accordance with
the provision of this Article. The parties shall negotiate diligently to reach
an agreement, but in no case, except with Company prior written consent,
shall any work be halted pending such agreement whether or not the claim

can be resolved to Contractor’s satisfaction, and Contractor shall be bound
by the terms and conditions of this contract to perform the work without
delay to its successful completion. Company shall not be bound to any
adjustments in the contract price or scheduled time unless expressly agreed
to by Company in writing. No claim hereunder by Contractor shall be
allowed if asserted after final payment under this contract. Contractor’s
remedies are limited to those expressly set forth in this contract.
(H) All invoices for completed services shall be submitted within 90 calendar days
from date of acceptance of the completed work by Company. Contractor shall not
be paid for late invoices beyond this specific duration. A supporting document
requested by the Company shall be attached to all invoices.
1.3 Daily Rates. If daily rates are specified in this Exhibit D – Compensation, the rates begin
on the date Contractor leaves the Point of Origin to commence the Services and end when
Contractor returns to the Point of Origin or arrives at another destination as Contractor may
elect (but not exceeding the time it would take to return to the Point of Origin). No charges
may be made after the date that Contractor could have reached the Point of Origin using
the most expedient route. If travel to or from the Point of Origin is not applicable, the rates
begin as provided in this Exhibit D – Compensation.
“Point of Origin” means the office of the contractor
1.4 Travel Costs. Unless otherwise provided in this Contract, Company shall reimburse
Contractor for the actual documented cost incurred by Contractor for transportation to and
from Point of Origin and the Services location and any other required travel pre-approved
by Company. Unless previously agreed in writing by Company Representative, the cost of
air transportation travel shall not exceed the lowest available economy class fare by the
most direct route to the Area of Operations from the Point of Origin (or other place pre-
approved by Company Representative). Equipment shipments by air freight shall be pre-
approved by Company Representative.
1.5 Per Diems. Not Applicable
1.6 Letter of Credit
On or before the Effective Date, Contractor shall furnish a Letter of Credit which is callable
on demand, at its own expense and in an amount that is equivalent to five percent (5%) of
the total compensation provided in Exhibit D – Compensation; further the Letter of Credit
shall be conditioned on the full and satisfactory performance of Contractor’s obligations
under this Contract. The following conditions apply.
(A) Contractor shall furnish an unconditional and irrevocable standby letter of credit
in the amount of Seven Hundred Fifty Thousand Pesos (Php 750,000.00) from any
reputable bank or financial institution acceptable to Company which is
substantially in the form set out in Schedule “F” (Letter of Credit Template)
(B) Company reserves the right to review the form and substance of the performance
security and approve the same or return it to Contractor with notice of deficiencies.
Contractor shall correct any deficiencies and resubmit the Letter of Credit.

(C) The Letter of Credit shall serve as security for the full, faithful and timely
performance of Contractor’s obligations under this Contract and shall answer for
any breach by Contractor of this Contract as well as Claims against Company in
relation to the Contract.
(D) Any drawing on the Letter of Credit shall be without prejudice to other rights and
remedies available to the Company.
(E) Contractor shall not institute any proceeding or action to enjoin or restrain: (a)
Company from making any demand or drawing on the performance security or
from receiving payment on the same, or (b) issuer bank or financial institution from
releasing payment to the Company pursuant to the Letter of Credit.
1.7 Currency.
Philippine Peso (PHP).
1.8 Wire Transfer Information. Company shall pay funds to Contractor by wire transfer to
the account of Contractor as follows:
Bank Name: Bank of the Philippine Islands

Address: G/F Madrigal Entrance, Alabang Town Center, Muntinlupa City
Banking Code: BOPIPHMM
Account No.: 1591-0073-58
Account Name: Premier Geo-Exel Inc.
1.9 Address for Receipt of Invoices. Contractor shall deliver invoices to Company at the
following address:
14th Floor 6750 Ayala Avenue, Makati City
1.10 Accelerated Payment Program. The Accelerated Payment Program is not applicable to
this Contract. Any payment of an undisputed invoice made by Company prior to the
payment term set out in this Contract shall be subject to a discount as set out in this Exhibit
(A) Company will deduct the amount computed in accordance with the percentages set
out below if Company’s date of payment of Contractor’s invoice is within [Insert
Number of Days, if applicable] days from submittal of the invoice online.
(1) [Insert Percentage, if applicable] from the total sum of each undisputed
invoice denominated in [Insert local currency, if applicable].
(2) [Insert Percentage, if applicable] from the total sum of each undisputed
invoice denominated in Currency.
(B) Both of the following apply to Company’s payment:
(1) The date of payment is calculated for purposes of this provision from the
submission date of an online invoice that satisfies all of the requirements
specified in Section 6.2 of this Contract. If an invoice is returned to

Contractor because it does not meet all of the specified requirements, then
the date of payment calculation begins when Contractor corrects the
deficiency and resubmits the corrected invoice.
(2) “Payment” as used in Section 1.9 of this Exhibit means the date when
electronic notification is sent to Company’s disbursement bank.
(C) If Company has the right to pay on a discounted basis as set out in Section 1.9 of
this Exhibit but fails to pay within the time period designated in Section 1.9 (A) of
this Exhibit, then Company’s loses its right to discount the payment of a particular
invoice and instead Company shall pay the full amount of the undisputed invoice
on the basis set out in Section 6.3 of this Contract and this Exhibit D –
Compensation.
END OF EXHIBIT D

EXHIBIT E – LETTER OF CREDIT TEMPLATE
PERFORMANCE SECURITY IRREVOCABLE STANDBY LETTER OF CREDIT
[Letterhead of Bank]
Place:
Standby Letter of Credit No.
Date:
Dear Sirs:
KNOW ALL MEN BY THESE PRESENTS that we, Premier Geo-Exel, Inc, a corporation organized and
existing under the laws of the Republic of the Philippines (the “Issuer”), hereby establish our Irrevocable
Standby Letter of Credit No. [ (the “Letter of Credit”) in your favor and for the account of Philippine
Geothermal Production Company Inc. (“Company”) relating to the obligations of the Company from the
Effective Date until thirty (30) days from Termination Date under the PGEI Geoscientific Contract No.
AKHIAPEC2019-022 dated [ (the “Agreement”) between yourselves and Company. Capitalized terms
used in this Letter of Credit shall have the meanings given to them in the Agreement except as otherwise
expressly defined herein.
1. The maximum aggregate amount available under this Letter of Credit is Seven Hundred Fifty
Thousand Pesos (Php 750,000.00) (the “Stated Amount”). The Stated Amount shall be reduced
from time to time by drawings made hereunder and by express notice in writing from Company
to Issuer.
2. Subject to the other provisions of this Letter of Credit, Company is hereby irrevocably authorized
to make one or more drawings under this Letter of Credit by presenting to the Issuer, at its address
set forth above, a demand for payment from Company in substantially the form attached as Annex
A, duly completed, and that is in the form of (a) a letter on Company’s letterhead signed by any
of its authorized signatories, or (b) a tested telex sent by any of its authorized signatories.
3. Multiple drawings may be made hereunder, provided that each drawing honored by the Issuer shall
reduce the amount available under this Letter of Credit. The Issuer shall be deemed to have honored
a drawing if the Issuer deposits the amount of such drawing in the account (the “Designated
Account”) designated by Company in accordance with Annex A. Forthwith upon any such drawing
being honored, the Stated Amount shall be reduced by an amount equal to the amount of such
drawing. Any such drawing made hereunder shall be free and clear of all interest and charges and
any sums due to the Issuer.

4. We hereby agree to honor each drawing hereunder made in compliance with this Letter of Credit
by transferring in immediately available funds to the Designated Account the amount specified in
a demand for payment at the opening of business on the first or second Business Day succeeding
the date of such demand. As used herein, the term “Business Day”means any day other than (i) a
Saturday or Sunday or (ii) a day on which banking institutions in [, Philippines are authorized
or obligated by law or executive order to remain closed.
5. If a demand for payment does not conform to the terms and conditions of this Letter of Credit, we
shall give prompt notice (but within the first Business Day succeeding the date of such demand)
to Company that the demand for payment was not effected in accordance with the terms and
conditions of this Letter of Credit, stating the reasons for the same. Upon being notified that a
demand for payment was not effected in conformity with this Letter of Credit, you may attempt to
correct any such non- conforming demand and re-submit such demand in accordance with the
terms and conditions hereof.
6. This Letter of Credit shall expire (unless otherwise extended in accordance with the provisions
hereof) on the earliest of (i) 5 p.m. at the place of presentation on [insert date no less than one
year from date of the Letter of Credit], (ii) the date on which we receive confirmation from you
that the Stated Amount has been reduced to zero, and (iii) the date on which we have honored a
drawing or drawings in an aggregate amount equal to the Stated Amount (the “Expiration Date”).
With respect to subclause (i), on the Business Day immediately preceding such Expiration Date,
the Expiration Date shall be automatically extended to the date one year after such Expiration
Date, unless the Issuer notifies Company in writing not less than [ Days prior to such Expiration
Date that such Expiration Date will not be extended. In case Company receives a notification
from the Issuer that this Letter of Credit will not be extended, Company may draw the full
undrawn portion of this Letter of Credit by Company’s written certificate of demand for payment,
in substantially the form of Annex A, which must be received by the Issuer before the then current
Expiration Date.
7. All documents presented to the Issuer in connection with any drawing hereunder, as well as all
notices and other communications to the Issuer in respect of this Letter of Credit, must comply
with the following conditions:
a. They must be in writing.
b. They must make specific reference to this Letter of Credit by number.
c. They must be addressed and delivered or sent by courier to the Issuer at its address set forth
above (or at such other address as the Issuer shall have specified in writing to Company) or
sent to the Issuer by tested telex to the following number:
Telex No. [ ] (Answerback: [ ]).
8. This Letter of Credit may not be cancelled or amended without the prior written consent of the Issuer
and Company.

9. This Letter of Credit sets forth our undertaking and our agreement with you and such undertaking
and such agreement may not in any way be modified, amended, amplified, or limited by reference
to any other document, instrument, or agreement referred to herein.
10. The Issuer hereby agrees that it shall have no recourse to Company if the Company fails at any time
to pay any amounts which may from time to time to be due and payable by it to the Issuer in relation
to this Letter of Credit.
11. References in this Letter of Credit to the Agreement or any other document or instrument, except to
the Annexes hereto, are for identification purposes only. The Agreement and such other documents
and instruments are not incorporated herein, nor are they made a part of this Letter of Credit.
12. This Letter of Credit is issued subject to the Uniform Customs and Practice for Documentary
Credits, 2007 Revision of Uniform Customs and Practice for Documentary Credits, International
Chamber of Commerce Publication No. 600 (“UCP 600”), the provisions of which are incorporated
into this Letter of Credit, except to the extent superseded by the express terms and conditions of this
Letter of Credit If this Letter of Credit should expire during an interruption of our business, the
Issuer hereby agrees to honor any demand presented in accordance with this Letter of Credit within
thirty (30) days after the resumption of our business.
13. To the extent that the provisions of this Letter of Credit are not governed by UCP 600 this Letter of
Credit shall be governed by the laws of the Republic of the Philippines and construed in accordance
with said laws, without regard to principles of conflicts of law.
IN WITNESS WHEREOF, we, Issuer, have caused these presents to be executed in our name and
our corporate seal to be affixed by our attorney-in-fact on this [ ] day of
[ ].
[ISSUER]
By:
Name:
Title:

To: [Name of Issuer] [Address]
Attn: [
Annex A Irrevocable Standby Letter of Credit
DEMAND FOR SIGHT PAYMENT
Re: Irrevocable Standby Letter of Credit No. [
The undersigned, a duly authorized officer of [Company], a [description of Company], with its
principal office at [●], Philippines (together with its successors and assigns in such capacity,
“Company”) make reference to the Coiled Tubing Services Contract dated as of [ between
Company and [Company], a corporation duly organized and existing under the laws of [●], having
its principal office at [, Philippines (“Company”) (the “Agreement”).
1. Company hereby demands payment (the “Drawing”) under the Letter of Credit in the aggregate
amount of Seven Hundred Fifty Thousand Pesos (Php 750,000.00) in order to satisfy liabilities
of Company under the Agreement for one or more of the following reasons:
(a) [●]; and/or
(b) [●]; and/or
(c) Issuer has notified Company pursuant to Section 6 of the Letter of Credit that Issuer will
not extend the Expiration Date (as defined in the Letter of Credit) and Company is entitled
to draw the full Stated Amount.
2. The amount of the Drawing does not exceed the Stated Amount, as the Stated Amount has been
reduced by all prior Drawings made under the Letter of Credit and honored by Issuer.
Please wire transfer the amount of the Drawing to [account details to be inserted by Company+
(the “Designated Account”).
IN WITNESS WHEREOF, Company has executed and delivered this certificate as of the [ day
of [,
COMPANY

By:
Name:
Title:
END OF EXHIBIT E


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GEOSCIENTIST ON CALL SERVICES CONTRACT

REPUBLIC OF THE PHILIPPINES

CONTRACTOR SERVICES CONTRACT No. AKHIAPEC2019-022

ALLFIRST KALINGA HOLDINGS, INC.

ARAGORN POWER AND ENERGY CORPORATION

PREMIER GEO-EXEL, INC

Effective Date: 1 July 2019

PGEI Geoscientific Contract No AKHIAPEC2019-022 AKHIAPEC2019-022

PGEI Geoscientific Contract No AKHIAPEC2019-022 AKHIAPEC2019-022

1. DEFINITIONS, INTERPRETATION AND EXHIBITS

PGEI Geoscientific Contract No AKHIAPEC2019-022

“Company Representative” means the person identified as the Company Representative,

(A) Contractor Background Technology.

(B) Available generally to the public, as evidenced by printed publication or similar

“Contractor” means the Person defined as “Contractor” in the introductory paragraph of

“Contractor Background Technology” means technical information and know-how,

PGEI Geoscientific Contract No AKHIAPEC2019-022

“Contractor Group” means Contractor, Contractor’s Affiliates, Subcontractors, and

“Contractor Representative” means the person identified as Contractor Representative, as

“Controls” means the collection of internal processes (including policies, procedures,

“Country” means the Republic of the Philippines.

“Currency” means Philippine Peso (PHP).

“Exhibit” means a document referred to in Section 1.3(A).

“Force Majeure Event” has the meaning given in Section 16.

“Import/Export Charges” has the meaning given in Section 9.1(A).

“Import/Export Exemptions” has the meaning given in Section 9.1(B).

PGEI Geoscientific Contract No AKHIAPEC2019-022

“Indemnitee” means each Person who is a member of Company Group.

“Party” means Company or Contractor and “Parties” mean both of them.

“Person” means an individual, corporation, company, state, statutory corporation,

“Point of Origin” has the meaning given in Exhibit D - Compensation.

“Property” of a Person means property owned, leased or furnished by that Person or in

“Public International Organization” means an international organization formed by states,

“Records” means information in any recorded form, whether electronic or otherwise,

“Released Contractor” has the meaning given in Section 11.1.

“Released Contractor Group” has the meaning given in Section 11.2.

“Required Standard of Performance” means all of the following:

(A) In a good and workmanlike manner, in accordance with generally accepted

(B) In compliance with the requirements of this Contract.

PGEI Geoscientific Contract No AKHIAPEC2019-022

“Subcontractor” means any Person who is engaged by Contractor or another Subcontractor

“Warranty Period” means the following:

“Well Event” means a blowout in a well or other uncontrolled well flow.

“Well Event Control Costs” means all of the following:

PGEI Geoscientific Contract No AKHIAPEC2019-022

(C) The word “or” is not exclusive.

(D) The word “includes” and “including” are not limiting.

(1) Exhibit A – Scope of Work.

(2) Exhibit B – Independent Contractor Health, Environmental and Safety

(3) Exhibit C – Drug, Alcohol and Search Policy.

(4) Exhibit D – Compensation.

PGEI Geoscientific Contract No AKHIAPEC2019-022

2.7 Contractor Equipment.

(B) Contractor shall do all of the following:

(1) Operate all equipment provided by Contractor in conformity with all

(2) Maintain that equipment in proper and safe operating condition.

PGEI Geoscientific Contract No AKHIAPEC2019-022

2.9 Reports. If required by Exhibit A – Scope of Work or directed by Company

2.10 Operational Obligations.

(1) Company guidelines set out in Exhibit B – Independent Contractor Health,

(2) Written instructions concerning health, environmental and safety practices

(1) Contractor’s policies and procedures relating to health, environmental and

(1) Local and other applicable laws.