SERVICE CONTRACT

(CONTRACT NO.: YFHK1190112)

BETWEEN

HONGHUA OIL & GAS ENGINEERING SERVICES LTD.

AND

United Education Company

FOR

STUCK PIPE PREVENTION AND MANAGEMENT EMERGENCIES TRAINING

Dec. 1st, 2019

INSPECTION, TRAINING, CALIBRATION AND RELATED SERVICES Page 1 / 12

This Contract is made and entered into by and between the following two Parties on Dec. 1st, 2019.

COMPANY: HONGHUA OIL & GAS ENGINEERING SERVICES LTD.

ADDRESS: Flat/Rm 2508 25/F Harcourt House, 39 Gloucester Road, Wan Chai, Hong Kong, China

CONTRACTOR United Education

:
ADDRESS: Erbil, KRG, Iraq

WHEREAS, Company is engaged in the business of drilling oil and gas wells on a contract basis for other
companies, and in the course of such operation desires, the training and related services.

WHEREAS, Contractor has legal qualifications in Iraq and is engaged in the business of the training and related
services and represents that it has adequate resources and equipment and fully trained personnel capable of safely
and efficiently operating such equipment and performing such services subject to the call-out order issued by
Company from time to time.

NOW, THEREFORE, in consideration of the mutual promises, conditions and agreements herein contained, the
sufficiency of which is hereby acknowledged, and the specifications and special provisions set forth in the exhibits
attached hereto and made a part hereof, the Parties agree as follows

1. SERIVES, DESCRIPTIONS AND PRICES

1.1. Details see the EXHIBIT A- SERVICES PRICES LIST attached to this Contract.
1) The Unit Prices set forth in the EXHIBIT A shall be unchangeable within the term of the Contract
except reasonable adjustment based on mutual agreement by both Parties.

2) The range of Unit Prices adjustment cannot exceed 10%. The signature of amendment to agreement
shall be completed with supporting documents including but not limited to proof of cost adjustment,
any force majeure, etc.

3) Company’s actual request for the services set forth in the EXHIBIT A should be subject to the call-out
orders issued Company in writing or by email from time to time during the Contract Term.

4) With regarding to the services (or materials) requested by Company but not stated in the EXHIBIT A,
an exclusive order in the form of EXHIBIT B- PURCHASE ORDER shall be issued by Company
upon the Contractor’s quotation for such services (or materials).

1.2. Contractor shall, if any, be responsible for the loading and offloading at its workshop at its own cost.
1.3. Contractor shall be responsible for the obtainment of entrances permits for its vehicles and personnel in
order to make them have access to Company’s well site/other designated sites, and Company may provide
necessary assistance if required by Contractor.
2. LABOR, EQUIPMENT, MATERIALS AND SUPPLIES

2.1. When Contract is reached by PURCHASE ORDER or other written instructions for the services and/or
equipment desired or when work is commenced, Contractor shall commence furnishing same at the agreed
upon time and in accordance with any schedule(s) agreed, and continue such operations diligently and
without delay, in strict conformity with the specifications and requirements contained herein and such
PURCHASE ORDER.
2.2. All work or services rendered or performed by contractor shall be done with due diligence, in a good and
workmanlike manner, using skilled, competent and experienced workmen and supervisors and in
accordance with good oilfield servicing practices. All materials, equipment, supplies or manufactured
articles furnished by Contractor in the performance of the work or services shall be selected and used with
good oilfield practice for their respective purposes and shall be free from defects. Any portion of the
materials or work found defective or unsuitable shall be removed, replaced or corrected by Contractor
without additional cost or risk to Company. Contractor agrees to inspect all materials and equipment
furnished by Company and shall notify Company of any apparent defects therein before using such
materials and equipment. Should Contractor use such materials and equipment without notifying Company
of any defect, Contractor shall not be deemed to have assumed all risk and liability for the mishap that may
occur in operations conducted hereunder by reason of failure or defects in such materials and equipment.
Contractor shall also not be liable for claims due solely to latent defects. As the contractor’s scope is drilling
equipment inspection and repairs only, receiving inspection against Company Delivery Note & drilling
equipment inspection reports/ instructions to identify the number of equipment received, nature and scope of
repair, if any items are missing, Contractor shall submit the feedback to Company for approval to proceed
with work.
2.3. All services that provided by Contractor shall accept the security investigation conducted by Company; any
service which is NOT ratified after such investigation shall NOT be accepted to work for Company.

3. TERM OF CONTRACT

3.1. This Contract shall be effective as of Dec. 1st, 2019 and valid for a period of one (1) year. The Contract shall
remain in force and effect unless cancelled by either Party by giving the other Party ten (10) days’ advance
notice in writing.
3.2. This Contract shall be automatically terminated and expired without notice or action by either Party, unless
sooner terminated in the manner herein below set forth.
3.3. The Contract may be renewed and extended for additional periods upon the mutual written consent and
agreement of both Parties.

4. PAYMENT

4.1. Contractor shall submit the original invoices along with relevant supporting documents to Company once
the services as contracted herein have been fully performed and well accepted by Company.
4.2. The invoice shall be issued towards “HONGHUA OIL & GAS ENGINEERING SERVICES LTD.”.
4.3. Company shall make the full payment to Contractor within forty-five (45) days by T/T or Cheque after the
receipt of the undisputed invoice and relevant supporting documents.
4.4. Any banking charges shall be borne by Contractor.
4.5. Information for the Contractor’s bank account is as follows, any alteration of the account details shall be
applied by Contractor and approved by Company.

Bank Account Information:

Beneficiary Name: xxxxxxxxxxx

Beneficiary Address: xxxxxxx
Beneficiary Bank Name: xxxxxxx
Beneficiary Bank Address: xxxxxxx
Account No. xxxxxxx
IBAN No.: xxxxxxx
Swift Code: xxxxxxx
Correspondent Bank Name: xxxxxxx
Correspondent Swift Code: xxxxxxx

5. DOCUMENTS

5.1. Invoice in one original indicating contract number, made out in details as per the Contract accordingly.
5.2. Delivery order and technical documents or certificates concerned.
5.3. The documents mentioned above shall be complete and correct.

6. TAX

6.1. Contractor agrees to pay all taxes, licenses, and fees levied or assessed on Contractor in connection with or
incident to the performance of this Contract by any governmental agency, or any other taxes upon the wages
of Contractor, its agents, employees and representatives. Contractor agrees to require the same agreements
and be liable for any breach of such agreements by any of its contractors.
6.2. In accordance with the laws of Iraq, Company is entitled to withhold 3.3% (such percentage shall be
adjusted in accordance with the rules and regulations of Iraq upon mutual agreement by both Parties) of the
total invoice value from the payment made to Contractor, and such amount withheld by Company is to be
retained until Contractor presents a tax clearance certificate. Company will also issue a certificate for such
retention amount.

7. INDEMNIFICATION, RELEASE AND ASSUMPTION OF LIABILITY

7.1. Contractor shall release Company of any liability for, and shall protect, defend and indemnify Company, its
officers, directors, employees, agency personnel, Clients, other Company’s contractors and owners from and
against all claims, demands, and causes of action of every kind and character, without limit and without
regard to the causes or causes thereof or the negligence of any Party or Parties, arising in connection
herewith Contractor’s employees on account of bodily injury, death or damage to property. Contractor’s
indemnity under this Contract shall be without regard to and without any right to contribution from any
insurance required hereunder is judicially determined that the monetary limits of insurance required
hereunder or of the indemnities voluntarily assumed under this contract (which Contractor and Company
hereby agree will be supported either by available liability insurance, under which the insurer has no right of
subrogation against the indemnities, or voluntarily self-insured, in part or in whole) exceed the maximum
 limits permitted under applicable law, it is agreed that said insurance requirements or indemnities shall
automatically be amended to conform to the maximum monetary limits permitted under such law.
7.2. Company shall release Contractor of any liability for, and shall protect, defend and indemnify Contractor, its
officers, directors, employees, agency personnel, Clients, other Contractor’s contractor and owners from and
against all claims, demands, and causes of action of every kind and character, without limit and without
regard to the causes or causes thereof or the negligence of any party or parties, arising in connection
herewith Company’s employees on account of bodily injury, death or damage to property. Company’s
indemnity under this Contract shall be without regard to and without any right to contribution from any
insurance required hereunder is judicially determined that the monetary limits of insurance required
hereunder or of the indemnities voluntarily assumed under this contract (which Contractor and Company
hereby will be supported either by available liability insurance, under which the insurer has no right of
subrogation against the indemnities, or voluntarily self-insured, in part or in whole) exceed the maximum
limits permitted under applicable law, it is agreed that said insurance requirements or indemnities shall
automatically be amended to conform to the maximum monetary limits permitted under such law.
7.3. Each Party shall notify the other Party immediately of any claim, demand, or suit that may be presented to
or served upon it by any Party arising out of or as an opportunity to assume the defense of such claim,
demand, or suit and to protect itself under the obligations of this article.
7.4. Neither Party shall be liable the other for special, indirect or consequential damages resulting from or arising
out of this Contract, including loss or delay of production, however same may be caused.

8. INSURANCE

8.1. Contractor shall take out Commercial General Liability, Workers’ Compensation Insurance, Automobile
Liability Insurance and any other insurances required under laws of Iraqi Government for the performance
of the Contract. The requirements as to types, limits and Company’s approval of insurance coverage to be
maintained by Contractor are not intended to and shall not in any manner limit or qualify the liabilities and
obligations assumed by Contractor under the Contract. Company shall furnish Contractor with certificate(s)
of insurance if Company so request.
8.2. Contractor shall be responsible for payment of social insurance for its personnel in accordance with the
applicable laws and regulations in Iraq.
8.3. Company shall furnish Contractor with certificate(s) of insurance(s) if Company so request.
8.4. The Contractor's policies of insurance shall provide for a waiver of insurer's subrogation rights against
Company.
8.5. Contractor shall hold harmless Company against any claims, demands, cause of action, whatever arising
from failure of Contractor to effect insurances.

9. HEALTH, SAFETY AND ENVIRONMENT

9.1. Contractor must adopt and maintain a comprehensive HSE management system. Contractor shall furnish
Company with the information related to the effectiveness of its HSE management system as Company may
request, including but not limited to the Contractor's safety records and HSE statistics.
9.2. Contractor shall at all times comply and secure its employees, agents, or subcontractors comply with all
applicable HSE rules, directives, and procedures of Company in connection with the performance of this
Contract.

10. AMENDMENT
10.1. This Contract may only be amended by agreement in writing signed by both Parties.

11. TERMINATION

11.1. In addition to termination of this Contract permitted by the Applicable Law, Rules and Regulations as
stipulated in Clause 13, this Contract may be terminated upon occurrence of any of the following events:
1) Through mutual written agreement by both Parties; or

2) If either Party fails to perform its obligations in compliance with this Contract, and fails to eliminate or
remedy such breach within seven (7) working days following the receipt of written notice thereof from
the non-breaching Party. In such case the non-breaching Party may give a written notice to the
breaching Party to terminate this Contract.

11.2. Termination does not affect any right of the terminating Party including but not limited to its right to claim.

12. FORCE MAJEURE

12.1. Either Party shall not be held liable for any breach of this Contract due to the force majeure events, such as
war, flood, typhoon, earthquake , and other events which are unforeseeable, insurmountable and/ or the
consequences thereof are unavoidable by the affected Party. The affected Party shall advise the unaffected
Party by fax or email immediately of the occurrence mentioned above and within fourteen (14) calendar
days thereafter, the affected Party shall send by registered airmail or by courier to the unaffected Party for
their acceptance a certificate of the accident issued by a competent government authority where the accident
occurs as evidence thereof.
12.2. The Party which is hindered or prevented from performing or complying with any of its responsibilities or
obligations under the Contract by the force majeure event shall do its utmost to minimize the adverse effects
thereof, including re-scheduling of operations. To that effect the other Party shall render such assistance and
take such measures as can be reasonably required from it, including re-scheduling of operations.
12.3. Any delay or failure in performance of the Contract, in partial or in whole, by either Party caused by the
force majeure event shall not constitute a default or give rise to any claim for an adjustment of the Contract
price, or for damage or loss of profits.
12.4. In case the force majeure event lasts for more than thirty (30) consecutive days, either Party shall have the
right to terminate this Contract by seven (7) days advance notification, In this case, Company shall pay
Contractor for the work performed and completed prior to such force majeure event upon physical progress
calculation.

13. LAWS, RULES AND REGULATIONS

13.1. This Contract shall be governed by and construed in accordance with the applicable laws of Dubai
International Finance Centre (DIFC).
13.2. Company and Contractor, respectively, agree to comply with all laws, rules, and regulations which are now
or may become applicable to the provision of work, services or equipment covered by this Contract or
arising out of the performance of such work, services or equipment provision. If either Party is required to
pay any fine or penalty resulting from the Party failing to comply shall immediately reimburse the other for
any such payment.
13.3. In the event any provision of this Contract is inconsistent with or contrary to any applicable law, rule or
regulation shall be deemed to be modified to the extent required to comply with said law, rule or regulation
and laws of Contract, as so modified, shall remain in full force and effect.

14. ARBITRATION

14.1. Any dispute arising out of or in connection with this Contract, shall be settled through friendly direct
negotiations. In case no settlement can be reached, the case shall be exclusively referred to and finally
resolved by arbitration in UAE, under the Rules of DIFC-LCIA Arbitration Centre.
14.2. The tribunal shall consist of three arbitrators. One arbitrator shall be nominated by each of the two Parties
involved in the arbitration proceedings and the third arbitrator shall be Arbitration Chairman and shall be
nominated by the Rules of DIFC-LCIA Arbitration Centre.
14.3. The language of the arbitration shall be English. The arbitration award shall be final and binding on both
Parties, and its recognition and enforcement may be requested from any court having competent jurisdiction.
14.4. The arbitration fee shall be borne by the losing Party except as otherwise held by the arbitration award.
14.5. In the course of arbitration, this Contract shall be continuously performed except the part under arbitration.

15. LIQUIDATED DAMAGES

15.1. Should Contractor fail to complete the work on time as stipulated in this Contract, with the exception of the
force majeure events as specified in Clause 12 of this Contract, Contractor shall pay Company liquidated
damages which may be deducted by the paying bank from the contract price. The rate of liquidated damages
is charged at one percent (1%) of the contract price for every seven calendar days, odd days less than seven
days should be counted as seven days. In case Contractor fails to complete the work ten (10) weeks later
than the deadline stipulated in this Contract, Company shall have the right to cancel this Contract and
Contractor, in spite of the cancellation, shall pay the aforesaid liquidated damages to Company within seven
(7) working days upon receipt of invoice issued by Company.

16. CONFIDENTIALITY

16.1. All matters agreed under this Contract shall be treated in strict confidentiality and neither Party shall copy,
use, disclose to, or enable any third party to use, copy, or have access to any information, security plans,
movement schedule, technology or direct product thereof gained which is, or will be placed in with, or at the
disposal of either of the Parties by the other Party for the period of this Contract and for an unlimited time,
unless where so required by law. Further, both Parties hereby undertake to exercise due diligence to prevent
its employees and any associated entity from making any such disclosure.

17. INTELLECTUAL PROPERTY RIGHTS

17.1. Contractor shall ensure that the intellectual property rights connected with the services are the exclusive
property of Contractor. Further, Contractor shall indemnify, defend and hold Company harmless from and
against any and all liabilities, losses, damages and costs, including, without limitation, reasonable
attorneys’ fees, arising from any and all claims lodged by any third party in connection with the intellectual
property rights of the Services. Company covenants not to infringe on the Contractor’s intellectual property
rights.

18. ILLEGAL DRUGS, ALCOHOL AND FIREARMS

18.1. It is the policy of Company and a requirement under its contracts with clients, that Company’s drug, alcohol
and firearm policy shall be applicable to all its contractors. Contractor represents that it, and, if applicable,
its employees and contractors, is familiar with the policy and will comply with it while engaged in all work.
To the extent the work performed by Contractor falls under the drug and alcohol testing requirements of
Company, Contractor shall comply with such requirements.
18.2. Company and any client for whom Company is performing work specifically reserve the rights to carry out
reasonable searches of individuals, their personal effects, and vehicles when entering, at, or leaving the
premises where work is performed. The searches will be initiated by Company without prior announcement.
Individuals found in violation will be immediately removed from the premises where work is performed.
Submission to such a search is strictly voluntary, however, refusal may be cause for not allowing that
individual on the well site or Company’s other premises, it is Contractor’s responsibility to notify its
employees of this policy and its enforcement.

19. AUDIT

19.1. Contractor agrees, and shall procure that its contractor agree, to maintain a true and correct set of records
pertaining to all activities relating to their performance of the work under this Contract and all transactions
related thereto. Contractor agrees, and shall procure that its Contractors agree, to retain all such records for a
period of not less than two (2) years or more if required by legislation after completion of performance of
the work under this Contract. The Company shall have the right to audit any and all such records at any time
during performance of work and during the two (2) years period following completion of work.

20. ENTIRE AGREEMENT

20.1. All prior agreements, terms and conditions are deemed null and void. No Amendment to this Agreement
will be effective or binding upon the Parties unless set forth in writing and duly executed by each of the
Parties.
20.2. Exhibits hereto shall form an integral part of this Contract and have the same legal force. If there is any
conflict in the terms between the Exhibits and the main body hereof, the main body shall prevail.

21. NOTICE

21.1. Any official correspondence or notices given by either Party to the other must be addressed as follows:
From: The Contractor From: The Company
Attn: Murtada ALSayad Attn: Victor Zhang
Tel: 00964 7802 353838 Tel: +964 782 260 5876

Email: murtda2004@gmail.com Email: zhangwr@hhcp.com.cn

alsayad@united-education.com purchase_honghua@163.com

IN WITNESS THEREOF, both Parties have caused this Contract to be executed by their duly representatives in
duplicate.
For and on behalf of For and on behalf of
HONGHUA OIL & GAS ENGINEERING
United Education
SERVICES LTD.

Signature: Signature:

Date: Date:
EXHIBIT A

SERVICES PRICES LIST

THE DETAILED SERVICES PRICES LIST REFERS TO THE QUOTATION (NO.: xxxxxxx) ATTACHED TO
THIS CONTRACT.

TERMS AND CONDITIONS

1. All the Services, such as Inspection, Calibration, Training, and Testing, shall be carried out at well site or
other sites designated by Company as per International Standards as well as Company’s specifications.
2. All the Inspectors/Trainers arranged by Contractor shall be qualified and certified to carry out the
assigned work.
3. Comprehensive Inspection Reports, or Training Certificates, or Calibration Certificates should be sent to
Company in both Hard and Electronic Copy.
4. In case of any other services are required, prices will be submitted if and when required.
5. The Inspection Daily Rates are based on maximum ten (10) working hours per day including reporting
time (eight hours inspection and two hours reporting time). Any extra hours will be charged to Company
on a pro-rata basis.
6. Company should provide food, drinks & suitable accommodation for Contractor’s Personnel at well site
or other sites designated by Company.
7. Contractor shall be responsible for applying the required work permits and gate passes for its Personnel
and Vehicles, and Company may offer the assistance if required by Contractor.
8. Transportation for Contractor’s Staff and Inspection Equipment will be assumed by Contractor on its
account.
9. Crane as well as the Deadweights which are required for Load Testing shall be arranged by Company.
EXHIBIT B
PURCHASE ORDER

YFHK1190112

From: Honghua Oil & Gas Engineering Services

To: United Education (The “Contractor”)
Ltd. ( The “Company”)
Attn: XX PO No.: YFHK1190112- XX
Tel: XX Tel : XX
Email: XX Email: XX
Date: XX Pages: XX
Sub.: Purchase Order for XX

Dear Sir,
Based on the terms and conditions in the Purchase Contract between both Parties (Reference No.:
YFHK1190112) valid as of December 1st, 2019, Company has the pleasure in placing an order for the
following items of Contractor.
Unit Price Total Price
No. Commodity/Service Description Unit Qty. Remark
(USD) (USD)

1
2
3
4
…

Total Price

TERMS & CONDITIONS

 [Insert the Details]

THE CONTRACTOR: THE COMPANY:

Signature: Signature:
Date: Date:

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx Honghua Oil & Gas Engineering Services Ltd.