SERVICE AGREEMENT - DRAFT

SUBCONTRACT AGREEMENT REFERENCE NO. 2482(UJ.0004)/(Kaf Myda Altbyt Company/4900017262)

Date:

SUBCONTRACT AGREEMENT

FOR

SUPPLY OF LICENSES MALE NURSE FOR AMANSAMAR HOTEL & BR at WADI

SAFAR PMO in Kingdom of Saudi Arab

BETWEEN

Al Bawani Urbacon JV
(Contractor)

AND

Kaf Myda Altbyt Company

(Subcontractor)

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TABLE OF CONTENTS
WADI SAFAR PMO

SERVICE AGREEMENT
AGREEMENT
APPENDIX-1 PARTICULAR CONDITIONS / SPECIAL CONDITIONS
APPENDIX-2 GENERAL TERMS AND CONDITIONS
APPENDIX-3 SCHEDULES

SCHEDULE -A SCOPE OF WORKS / DELIVERABLE

SCHEDULE -B PROGRAMME OF SERVICES
SCHEDULE -C BREAKDOWN OF PRICE
SCHEDULE -D DOCUMENTS
SCHEDULE -E CONTRACTOR'S REGISTRATION DOCUMENTS

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 SERVICE AGREEMENT - DRAFT

AGREEMENT

THIS SERVICE AGREEMENT is made the .

BETWEEN

Al Bawani Urbacon JV , a corporation organized and existing in accordance with the laws of the Kingdom of Saudi Arabia, having its
principal office at PO Box 12627 (12627 ، ‫ﻃﺮﻳﻖ ﺻﻼح اﻟﺪﻳﻦ اﻻﻳﻮﻲﺑ‬، ‫اﻟﺮﻳﺎض‬، ‫)اﻟﺮﻳﺎض‬, Kingdom of Saudi Arabia (hereinafter referred to as the
“Contractor”);

And

(Kaf Myda Altbyt Company), a corporation organized and existing in accordance with the laws of the Kingdom of Saudi Arabia, having
its principal office at PO Box 14265 ( RIYADH), Kingdom of Saudi Arabia (hereinafter referred to as the “Subcontractor”);

WHEREAS the Contractor is desirous that certain works shall be executed by the Subcontractor and has accepted a Tender by the
Subcontractor for the execution and completion of such works and the remedying of any defects herein;

Scope of Works: SUPPLY OF LICENSES MALE NURSE FOR AMANSAMAR HOTEL & BR at WADI SAFAR PMO , Kingdom of
Saudi Arabia.

NOW THIS SERVICE AGREEMENT WITNESSETH as follows: -

1. The Contractor shall pay to the Subcontractor the sum of:

Saudi Arabian Riyals (SAR 192,375) (Saudi Riyal One Hundred Ninety-Two Thousand Three Hundred Seventy-Five Only and 00/100
Only) hereinafter referred to as “the Subcontract Price”) or such other sum as may become payable under the Service Agreement in
consideration for the execution and completion of the Works and the remedying of defects therein.

2. The Contractor shall absorb the delays and any liability caused by changes in law and tax legislation, and Subcontractor shall absorb
any applicable tax in the country, any withholding tax, VAT, Zakath and authority requirement and any regulations that may affect the
work.

3. The Subcontract Price is (Re-measurable) against the Subcontract Drawings and Specification, the Subcontract Price is not subject to
remeasurement or recalculation. Price and items in the BOQ are indicative and to be used for evaluation of subcontractor's interim
payments and evaluation of subcontract variation purpose only. Rates quoted in the Bills of Quantities (BOQ) are all inclusive
composite rates and are not subject to measurement in accordance with any of the standard methods of measurement.

4. The Subcontract Works specification and drawings are numbered and listed and annexed to this Service Agreement as Appendix-3
Schedule-D and for identification have been signed or initialed by or on behalf of each Party.

5. The Subcontractor shall carry out and complete the works in accordance with the Subcontract Documents.

6. Engineering means doing builders works drawings, workshop drawings, as built drawings & technical submittals.

7. In this Service Agreement words and expressions shall have the same meanings as are respectively assigned to them in the
Conditions of Service Agreement hereinafter referred to.

8. All documents that in their aggregate make up this Agreement shall be mutually explanatory, complimentary, additive and not
alternative. The following documents shall be deemed to form and be read and construed as an integral part of this Agreement:

1.1. This Agreement

1.2. Appendix-1 The Particular Conditions.
1.3. Appendix-2 The General Condition of Service Agreement
1.4. Appendix-3 The Schedules

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9. The Subcontractor undertakes and warrants the following:

(a) In consideration of the importance of time due to the urgency of the Works he shall utilise his best endeavours to expedite the
Works in accordance with the Programme and take all necessary measures to mitigate against delays and complete the Works
in strict accordance with the Time for Completion.

(b) To employ the highest international standards of workmanship, the best materials of their kind, and the highest degree of
proper and efficient superintendence for the Works.

(c) To be responsible for co-ordinating his work with various other subcontractors employed on the Works; co-ordinating the work
between various trades whether employed directly or on a subcontract basis; obtaining all necessary information from
Subcontractors for the purpose of the overall programming of the Works; supplying all the necessary attendance to all
Subcontractors and assuming overall responsibility for the aforesaid.

10. In Consideration of the payments to be made by the Contractor to the Subcontractor as hereinafter mentioned the Service Agreement
hereby covenants with the Contractor to execute and complete the Works and remedy any defects therein in conformity in all respects
with the provisions of the Service Agreement.

11. The Contractor hereby covenants to pay the Subcontractor in consideration of the execution and completion of the Works and the
remedying of any defects therein the Subcontract Price or such other sum as may become payable under the provisions of the
Subcontract at the times and in the manner prescribed by the Subcontract.

12. The Subcontractor confirmed that he has examined and reviewed the Tender documents and the matters set out in the Appendices
hereto for the Execution of the above named works.

The Subcontractor accordingly offers without any qualifications to execute and complete the Works and remedy any defects therein,
in conformity with this service agreement which includes all of these documents.

The Subcontractor undertake to commence the Works upon the date specified in the Appendix-1and complete and deliver the whole of
the Works within the Time for Completion, as defined in the Appendix-1 to this Agreement and confirm the period(s) stated include all
Fridays, Public Holidays etc., and other non-working days caused by inclement weather, etc. and shortened working hours during the
Holy Month of Ramadan

IN WITNESS whereof the authorised representative of the parties have hereunto set their respective hands the day and year first
above written.

SIGNATURE:

Contractor

Name: - Executive Director

Duly authorized to sign this Agreement for and on behalf of Contractor

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In the presence of:

Name: ___________________ - Commercial Director

Signature: ...........................................

SIGNATURE: ...................................... (Subcontractor)

Name: Mr. ____________________ - Position ____________________

Duly authorized to sign this Agreement for and on behalf of Subcontractor

In the presence of:

Name: ____________________ - Position ____________________

Signature: ...........................................

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APPENDIX 1

A. AGREEMENT PARTICULARS
In Addition to the General Terms and Conditions, the following:
The General Terms and Conditions are amended and complemented by Appendix 1,
A. Service Agreement Particulars,
B. Special Conditions
The General Terms and Conditions are amended and complemented by Appendix 1, A. Agreement Particulars and B. Special Conditions
as detailed [Link] no amendments or additions are noted, the full text of the General Terms and Conditions of the
Service Agreement shall apply. The Service Provider is advised to correlate the General and Particular Conditions, as no adjustments will
be made to the accepted Price due to his failure to study and take cognizance of any deviations.

Particulars Clause # Data

Commencement Date 1.1.6 01 July 2025
Completion Date 1.1.7 30 September 2026
Defects Liability Period 1.1.9
Project 1.1.13 WADI SAFAR PMO
Taking Over Certificate 1.1.18 Refer Detailed Scope/Special Conditions
Currency 1.9 SAR
Governing Law 1.10 Laws of the Kingdom of Saudi Arabia
Consultant 1.1.20 V3 INTERNATIONAL
Public Liability Insurances 3.1 Workmen Compensation Insurance
Workmen Compensation Insurance 3.2
Ascertained Damages 11.2 Refer Detailed Scope/Special Conditions
Advance payment payable = No
Advance Payments 13.1 Value of advance payment if any 0% of the Accepted
Subcontract Amount
Service Provider to Submit Monthly Application to
the Contractor
13.1 No later than 25th of each month

Interim Payment:
As per the Agreed Milestones
Interim Payments 13.2
For Payment Terms And Conditions, Refer Detailed
Scope/Special Conditions.
Retention 13.4 0% of the Subcontract Price
0% after issuance of initial Taking-Over Certificate for Main
Release of Retention 13.4 Contract [Link] Remaining 0% After Issuance of Final
Taking-Over Certificate OR Refer To Special Conditions

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B. Detailed Scope/Special Conditions

Any amendment/s or addition/s specifically required by this Agreement are detailed in the Special Conditions and listed
hereinafter under the relevant clause number. For the avoidance of doubt, the Special Conditions have higher priority
than the Service Agreement Particulars.

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APPENDIX 2
1.1.20 "Taking-Over Certificate" Shall be issued upon substantial completion of the Services as
GENERAL TERMS AND CONDITIONS applicable and as stated in Appendix 1.
1. GENERAL PROVISIONS 1.1.21 "Consultant" means the person or entity employed as the consultant of the project stated
1.1 Definitions in Appendix 1 of this agreement.
1.1.1 "Accepted RE-MEASURABLE/ Fixed Price" means the Services Agreement Price(s) as In this Agreement, unless the contrary intention appears:
shown in Schedule C, and is the price(s) to be paid to the Service Provider by the Contractor for Words importing the singular are deemed to include the plural and vice versa. Headings and
the services in accordance with the Services Agreement. subheadings are inserted for convenience only and shall not be used to interpret the text. Words
denoting a natural person shall include a corporation and vice versa. Where a word or phrase is
1.1.2 "Accepted Fixed Unit Rate" means the accepted amount per unit for the execution and given a particular meaning, other parts of speech and grammatical forms of that word or phrase
completion of the services as stated in Appendix [Link] includes a) Saudi Arabian Resident have corresponding meaning.
Permit as required by the Law, b) Salary and Remuneration, c) Food, accommodation and
transportation,medical and workmen's compensation insurance, d) All direct and indirect costs / 1.2 Order Of Hierarchy
expenses involved for proper and satisfactory performance of the services and e) Personal Unless otherwise stated, the order of hierarchy of any of the following documents listed in the
Protective Equipment, Working Tools. Service Agreement shall be as follows:
a) The Service Agreement
1.1.3 "Agreement" means this Service Provider appointment including the Appendices and b) Appendix 1 – The Agreement Particulars and Special Condition with the Special Conditions
Schedules forming part thereof; having higher priority.
c) Appendix 2 - General Terms and Conditions
1.1.4 "Agreement Particulars" means the listing of particulars in relation to this Services d) Appendix 3 – The Schedules A, B, C, D, E
Agreement contained within Appendix 1.
1.3 Ambiguities
1.1.5 "Contractor" means the person or entity identified in the Agreement If the Service Provider discovers any ambiguity in the Services Agreement it shall immediately
notify the Contractor in writing. The Contractor shall then determine the correct interpretation of
1.1.6 "Commencement Date" means date to commence the Services stated in Appendix 1 the Services Agreement. The determination of the Contractor shall be final and binding on the
Service Provider and have no effect on the Price.
1.1.7 "Completion Date"means the date for completion of the Services stated in Appendix 1
1.4 Confidentiality
1.1.8 "Confidential Information" means proprietary, commercial and confidential information Any Confidential Information provided by the Contractor to the Service Provider shall not be
including but not limited to information on the, Services Agreement, Contractor, Service Providers, disclosed to any third party without the prior written consent of the Contractor. The Service
Service Provider contacts, pricing of supplies, Contractor lists, rates, details of the service price Provider shall keep the Confidential Information confidential and acknowledges that damages may
and discount structure in place with one or more Service Provider, be inadequate compensation for breach of this Agreement and, at the discretion of the court
and all information or material that has or could have value to any party who may or could have the Contractor may seek and obtain injunctive relief or similar remedy against a threatened or
interest in the affairs of the Contractor or the the Kingdom of Saudi Arabia which may be: actual breach of this Clause.
a) oral, written, recorded, photocopied or stored by electronic, magnetic, electromagnetic, or in The Service Provider shall not issue any information which includes details about the Services
any other form, process, media or otherwise in a machine-readable form; or Agreement, for publication in any news or communication media, without the prior written approval
b) translated from the original form, re-compiled, made into a compilation, partially copied, of the Contractor.
modified, updated or otherwise altered; or trade secrets and any other information or material or The obligations under this Clause shall be continuing obligations and shall survive the completion
information classifiable by law or equity as Confidential Information. or termination of the Services Agreement.

1.1.9 "Defect Liability Period" the period for rectification and making good of any defects as 1.5 Waiver
stated in Appendix 1 No failure or delay on the part of the Contractor in exercising any of its rights under the Services
Agreement shall be construed as constituting a waiver of any such rights and shall not be a waiver
1.1.10 "Dispute" means any dispute or difference as to the drafting of this Agreement or arising of prior or subsequent rights.
from, under or pursuant to this Agreement or the performance of the Services whether arising
during the performance or after the completion of the Services or after the termination of this 1.6 Subcontracting, Novation And Assignment
Agreement; The Service Provider shall not subcontract nor assign all or any part of its obligations under the
1.1.11 "Final Account Deed of Release" means a waiver whereby the Service Provider Services Agreement without the prior written approval of the Contractor. The Service Provider
warrants that there are no unsettled claims and all sums due or to become due under the shall provide full particulars of any work to be subcontracted together with details of the proposed
Agreement are paid and satisfied. subcontractor.

1.1.12 "Insolvency Event" means any of the following events: Approval of the Contractor to any subcontract shall in no way relieve the
a) a liquidator, provisional liquidator, trustee, administrator, manager, receiver and manager or Service Provider of any of its obligations under the Services Agreement.
similar officer is appointed in respect of the Service Provider or any of the Service Providers 1.7 Communications /Notices /Meetings
assets; 1.7.1 Any notice or other communication under this Agreement shall only be effective when
b) an order is made or a meeting is convened or a resolution is passed for the purpose of received. Any notice or communication delivered by hand shall be deemed to have been received
appointing a person referred to in paragraph (a) of for winding up the Service Provider or for at the time of delivery, any notice or communication sent by post shall be deemed to have been
implementing a scheme or arrangement for the Service Provider or for placing the Service received on the second (2nd) Working Day (for inland mail) or the fifth (5th) Working Day (for
Provider under administration. overseas mail) after the date of posting, and any notice or communication transmitted by fax shall
c) A moratorium on any debts of the Service Provider or an official assignment or a composition be deemed to have been received on the Working Day following the date of transmission.
or an arrangement formal or informal with the Service Provider's creditors or any similar
proceeding or arrangements by which the Service Provider's assets are submitted to 1.7.2 Any notice or other communication required under the Services Agreement shall be in
the control of the Service Provider's Creditors is ordered or declared; English and delivered in writing and shall be in a form which can be read, copied and recorded
d) The Service Provider becomes, is declared, or is deemed insolvent within the meaning of any conveniently. Verbal instructions or directions from the Contractor shall be confirmed in writing to
applicable Law or is unable or admits in writing the Service Provider's inability to pay the Service the Service Provider within a reasonable time. The notice shall take effect from the time when it is
Provider's debts as these fall due; delivered to or received at the nominated address of the Parties.
e) The Service Provider takes any step to obtain protection or is granted protection from its
creditors under any applicable legislation; or 1.7.3 The Service Provider may be required to liaise and attend meetings as required by the
f) Anything analogous or having a substantially similar effect to any of the events in paragraphs Contractor for the effective coordination of the services.
(a) to (e) above happens under the law of any applicable jurisdiction
1.7.4 The Contractor shall instruct the Service Provider, in writing, regarding deployment of
1.1.13 "Notice of Intention to Withhold Payment" means the notice referred to in Clause manpower. Such instruction shall include reference to this Service Agreement, the number of
13.1 manpower required to be deployed, duration and relevant information. Service Provider shall
1.1.14 "Project" means the Project listed in Appendix 1, the Services Agreement Particulars. comply with such instructions promptly and shall maintain proper documentation in that regard.
Such instructions for the deployment of manpower resources by the Service Provider shall not be
1.1.15 "Services" means the services to be performed by the Service Provider under the a condition precedent for the approval of any subsequent payment application and/or payment of
Services Agreement as detailed in Schedule A as specified or required hereunder and which will the same. Both parties agree that time is of the essence and such the Contractor reserves its right
comply with the requirements set out in this Agreement. to proceed with instructions for the deployment of manpower in writing via
email or official letter. In no event therefore will the absence of such an official instruction by the
1.1.16 "Site" shall be construed as the “Project” described in Appendix 1. Contractor to the Service Provider pursuant to Sub-Clause 1.7 be used by the Contractor as an
argument in favour of unsolicited works not eligible for payment.
1.1.17 "Services Agreement" means the Services Agreement between the Contractor and the
Service Provider for the services as evidenced by the documents listed in this Agreement. 1.7.5 A seven (7)-Day written notice shall be given to the Service Provider to arrange a
replacement if needed for any Labourer terminated before the expiry of this Service Agreement.
1.1.18 "Service Provider" means the person/company providing the services, as identified in the 1.7.6 The Contractor shall issue a 15 calendar days prior Notice if the Contractor desires to reduce
Service Agreement. the number of manpower at the site.

1.1.19 “Special Conditions” means the listing of any amendments on the “Supply
Agreement Particulars", Appendices (Schedules, General Terms and Conditions and
Exhibits).

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1.9 Currency 2.3 The Service Provider shall at all-time consult with and keep the Contractor fully and properly
The Agreement is payable in Saudi Arabian Riyals unless other specified in Appendix informed on all aspects of the progress and performance of the Services. The Contractor shall at
any time have the right (at its entire discretion) to make such observations, suggestions and
1.10 Licences And Laws recommendations as it may desire and the Service Provider agrees to take all such observations,
The Service Provider shall comply with all applicable laws, bylaws, ordinances, regulations, suggestions and recommendations into account in connection with itscontinuing review and
proclamations, orders and rules and with the lawful requirements of Public and other Authorities in possible modification and revision of the Services.
any way related to the Services.
This Agreement shall be subject to and construed in accordance with the laws of the country as 2.4 The Contractor shall, if so requested by the Service Provider, supply to the Service Provider in
stated in the Particulars of the Service Agreement. such time as may be reasonable, having regard to the time and nature of any such request, any
1.11 Service Provider To Inform Itself necessary and relevant data and information in the possession of the Contractor or which may
The Service Provider shall be deemed to have carefully examined all documents furnished by the only be obtained by the Contractor. The Contractor shall not be liable for any inaccuracy or
Contractor and fully satisfied itself regarding all the conditions, risks, contingencies and other discrepancy in any data or information supplied to the Service Provider by the Contractor.
circumstances which might affect the services. No increase in the Accepted RE-MEASURABLE
Fixed Price will be allowed for the Service Provider's failure to ensure that it is fully informed 2.5 Whenever the Contractor's approval is required such approval shall in no case relieve the
regarding all the circumstances relating to the Services Agreement. Service Provider of any part of its responsibility with regard to the Services.

1.12 Relationships 3. INSURANCE

Nothing contained in the Agreement shall be deemed to constitute either party a partner, joint 3.1 Insurance of the Works and Public Liability Insurance
venture or employee of the other party for any purpose. The Party nominated in Appendix 1, the Agreement Particulars, shall provide and maintain Public
Liability Insurance Policies that will come into effect at commencement of the Services Agreement
2. APPOINTMENT OF THE SERVICE PROVIDER and cover the Contractor, Service Providers and his subcontractors. The coverage shall not be
2.1 The Contractor hereby appoints the Service Provider and the Service Provider agrees to less than the amounts shown in Appendix 1, the Agreement Particulars.
perform and complete the Services in accordance with the instructions and directions of the The Service Provider shall be responsible for the provision of full coverage insurance of all his
Contractor upon the terms and conditions set out in this Agreement. Any Services performed prior resources during the execution of the works, and the Contractor shall not be responsible for any
to this Agreement by the Service Provider for the Contractor shall be treated as having been cost of whatever due to the default of the Service Provider.
performed under the terms of this Agreement. The terms of this Agreement shall
supersede any previous agreement between the Parties with regard to the Services. 3.2 Insurance of Employees
Before commencing any work under the Services Agreement, the Service Provider shall insure
2.2 The Service Provider warrants and undertakes to the Contractor that: against liability for death of or injury to persons employed by the Service Provider including liability
2.2.1 it has exercised and will continue to exercise in the performance of the Services and its by statute and Saudi Arabian law. The insurance cover shall be maintained until all work including
duties hereunder all reasonable skill, care and diligence which is expected from a properly and remedial work is completed and shall be in accordance with the relevant [Link] Service
appropriately qualified and competent Service Provider experienced in carrying out similar Provider shall ensure that every subcontractor to the Service Provider is similarly insured.
services for similar projects of a similar size, scope complexity and purpose to the Project.;
3.3 Evidence of Insurance
2.2.2 it shall use reasonable skill, care and diligence to ensure that the Services shall comply with Neither Party shall be responsible to or held liable by the other Party for any indirect or
all applicable statutory requirements, codes of practice, regulations and permissions which are consequential losses or damages, economic losses or damages, loss of profits (actual or
currently applicable to the Project or which are reasonably foreseeable by the Service Provider as anticipated), loss of revenue, loss of use, vessel downtime, loss of production, increased cost of
being applicable to the Project. In particular, the Service Provider will comply with the Saudi working, loss of contract, loss of investment, loss of opportunity, loss of goodwill, business
Arabian Laws, Regulations and Specifications, to the extent they apply to the Project and/or the interruption, financing or increased financing charges and/or cost of capital including interest
Services; payments and the other Party hereby releases the first Party in this regard.

2.2.3 Subclause not used. 4. INDEMNIFICATION

4.1 The Service Provider shall indemnify and keep indemnified the Contractor and its officers,
employees and agents against all claims, demands, proceedings, liabilities, costs, charges and
2.2.4 it has used and will continue to use all reasonable skill and care not to specify to use in the expenses arising as a result of any act, neglect or default of the Service Provider, its employees or
Project any materials which by their nature or application do not comply with any relevant QCS agents related to its obligations under the Services Agreement.
2014 or latest published Standard specifications, codes of practices or which at the time so
specified do not conform with documents such as but not limited to the BPF/BCO "Good Practice 4.2 The Service Provider shall indemnify and release the Contractor from and against any loss
in the Selection of Construction Materials" (current edition) or which are otherwise generally and liability for death or personal injury, loss of or damage to property, breach of statutory duty
known within the Service Provider's profession to be deleterious; and and third party actions, claims, demands, charges and/or expenses arising out or as a
consequence of the Services or the performance or non-performance by the Service Provider of
2.2.5 it agrees to use its best endeavours to carry out and complete the Services in accordance its obligations
with the programme of services detailed within the Appendix 3. under this Agreement.

2.2.6 The Service Provider shall visit the Site and ensure that he is fully aware of the local 4.3 The Service Provider shall not be responsible to and shall not indemnify the Contractor for any
conditions. matter set out in Clause 4.2 to the extent that such matter arises as a direct result of the Service
Provider acting on a written notice from Contractor, or any injury, loss, damage and/or cost caused
2.2.7 The Service shall ensure that his unit rate include for all items normally required to perform by the negligence and/or wilful misconduct of, or breach of this Agreement by the Contractor.
the Service Agreement Works save for the cost of special PPE's such as harnesses and lifelines
pursuant to Schedule C and save for the cost of the facilities to be provided by the Contractor to 5. LIMITATION OF LIABILITY
the Service Agreement as detailed in Schedule A. 5.1 In no event shall a Party that incurs liability for a Cause of Action be liable for any indirect or
consequential loss or damage or loss of revenue, profits, goodwill, bargain or opportunities or loss
2.2.8 The Service shall perform the Services in a safe manner with due or corruption of data or loss of anticipated savings incurred or suffered by the other Party whether
regard to the safety of his employees of other companies working on the Site. caused by negligence or otherwise or whether or not the first Party was or should have been
aware of the possibility of such loss or damage.
2.2.9 The Service shall provide the necessary Personnel Protective Equipment to their employees
as required by the working environment, and safety regulations as applicable at the Work Sites. 5.2 In this clause, Cause of Action means a breach of this Services Agreement or any other
common law or equitable statutory cause of action arising out of the operation of this Services
2.2.10 The Subcontractor shall fully comply with all the Rules and Regulations applicable to the Agreement.
Works, and shall be entirely responsible for all Safety & Security Procedures and all roads
restrictions & Security requirements at the project Site as applicable to the Works, with the same 6. INTELLECTUAL PROPERTY
included in his unit rate. 6.1 The Service Provider hereby grants to the Contractor a royalty free, irrevocable, exclusive
licence to use and reproduce the Project Data for all purposes connected with the Project. Such
2.2.11 The Contractor reserves the right to interview any /all manpower proposed or supplied / licence shall carry the right to grant sub-licences and shall be freely transferable to third parties
deployed by the Services Provider and approved placement of such manpower. The Contractor and shall subsist notwithstanding the termination (for any reason) of this Agreement.
reserves its right to instruct removal /replacement of manpower supplied by the Service Provider
and is not obligated to mention any reason thereof. 6.2 On the completion of the Services and payment of the Fees in full or if earlier on the date of
2.2.12 In case of any absence of manpower on duty either due to illness, on leave or for the expiry of this Agreement pursuant to Clause 15, the full Intellectual Property Rights in the
whatsoever reason, the Service Provider shall provide immediate replacement so as to ensure no Project Data shall be automatically transferred to the Contractor so that it shall become the sole
interruption to its services. and exclusive property of the Contractor subject to the payment of all sums due to the Service
Provider by Contractor under this Agreement at the time of the completion of the Services or if
earlier at the date of the expiry of the Agreement pursuant to Clause 15.

6.3 The Service Provider shall indemnify and hold harmless the Contractor from and against any
and all legally enforceable losses, damages, claims, proceedings, costs and all expenses suffered
or incurred by the Contractor by reason of the Service Provider infringing or being held to have
infringed any Intellectual Property Rights in the Project Data in connection with the Project.

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7. WARRANTIES 10. VARIATIONS

The Service Provider shall provide include warranty that no services supplied will breach of 10.1The Contractor may vary the work under the Services Agreement or any condition thereof
third party intellectual property or legal judgments. This section might also include a warranty and the Service Provider shall carry out any such variation as directed by the Contractor. The
that the Service Provider will notify the Contractor if it becomes aware of any potential Service Provider's price (addition or reduction) for any variation and any effect on the date(s)
breaches. preferably be agreed between the Contractor and Service Provider prior to the Service Provider
carrying out any such variation. However, if agreement cannot be reached, the price for the
8. CONTRACTS (RIGHTS OF THIRD PARTIES) variation and its effect on the Date(s) for the Services shall be determined according to Clause
Nothing in this Agreement confers or purports to confer on any third party any benefit or any 13.
right to enforce any term of this Agreement pursuant to the Contracts (Rights of Third
Parties). 10.2 The Service Provider shall not vary the work under the Services Agreement or any
condition thereof, except as directed and approved by the Contractor in writing. No variation
9. PERFORMANCE, QUALITY and SAFETY shall invalidate the Services Agreement.
9.1 Performance and Quality
The Service Provider acknowledges that the Contractor is implementing a QA/QC policy in 10.3 The Contractor may at any time instruct the Service Provider to perform any Additional
accordance with the requirements of ISO 9001:2015. The Service Provider undertakes to Services. Then the Service Provider shall provide Contractor with its estimate of the time
comply with such requirements, if required to do so by the Contractor, or with such other required for and the cost of performing the Additional Services in accordance with the rates set
requirements as may be further specified in the Agreement. If no standards are specified the out in the Appendix 3. If such additional fee is agreed by the Contractor a further notice shall be
Service Provider shall comply with the best quality standards applicable to the services to issued to
performed. the Service Provider confirming the instruction to perform part or all of the Additional Services
The Service Provider shall comply with all project Specification, QCS 2014 or latest and the Service Provider shall immediately commence performance of the relevant Additional
requirements. The Service Provider must provide all technical information in order to obtain Services. Payment of the additional fee shall be made in accordance with Clause 13.
the clients approval where required and/or method statement approval from the contractor,
prior to commencement of installation or workmanship. 11. LIQUIDATED AND ASCERTAINED DAMAGES
At the Contractor's request, the Service Provider shall deliver all documents concerning the 11.1The Service Provider shall take all reasonable steps to minimise and prevent any delay to
organization of his Control and Quality Certification departments (quality manuals, time the execution and completion of the services. The Contractor may grant an extension of time to
schedules of quality controls and the likeand those of his Services). the schedule completion date provided that:
The Service Provider shall bear the expenses relating to: a) the delay is caused by an act of God, war, riot, fire, storm or flood; and
• Chemical analyses, destructive and non-destructive tests, hydraulic tests, and acceptance b) the Service Provider has notified the Contractor in writing within seven (7) Days of the
trials and test made according to the provisions of the Agreement delay occurring (or such other time as may be specified in Appendix 1, the Agreement
• Where required, establishment of welding procedures and approval thereof by qualified Particulars of its claim for an extension of time. The Contractor shall not be liable for any
agencies; extension of time claim
• The tests and records required by any statutory or approved organisation that would have that is not lodged in writing with the Contractor within the time specified.
authority to control the equipment and/or the services.
As soon as the Agreement is placed, the Service Provider shall: (if applicable, scaffoldings, 11.2If the Service Provider fails to deliver the service by the specified Completion Dates, the
etc.) Contractor shall be entitled to terminate default, after issuing due notice providing the Service
• Advise the Contractor of the exact places of installation of the goods/equipment materials Provider with 7 days to repair the breach, in accordance with the provisions of Clause 12 and/or
and products to be used in the Works and the dates of readiness for acceptance. deduct from monies due to the Service Provider as Ascertained Damages, representing a
• Allow the Contractor's representative, at the latter's discretion to inspect or check, at any genuine preestimate of the Contractor's damages and not as a penalty, the amount specified in
time and in any place, the Goods or Services and methods of installation thereof. Appendix 1, Agreement Particulars, for each week or part thereof by which delivery exceeds the
specified Completion Date.
Inspection and control operations:
During the Works or installation of goods to be used during the Service agreement, the 12. SUSPENSION/TERMINATION
Contractor shall be entitled to have the progress of any off site preparation of goods/ 12.1Suspension
equipment, checked against the Service Provider's production schedules. The Contractor may, at any time by written notice, suspend all or part of the Services
Agreement for any reason whatsoever. Upon receipt of a notice of suspension, the Service
The Service Provider shall at his own costs and risks test, commission and replace if Provider shall cease work in accordance with the directions of the notice. The Service Provider
necessary the works and/or goods/equipment until it is fit for purposed use and can be shall recommence the work under the Services Agreement within forty eight (48) hours of being
announced to be "ready and in conformity" by the Service Provider and verified by the directed to do so by the Contractor.
Contractor and Client and or Client's representative.
12.2Termination
The compliance with this clause shall not entitle the Service Provider for any compensation. a) Either Party may by notice to the other Party terminate this Agreement if: (i) following a
suspension pursuant to Clause 12.1, the Contractor has not required the Service Provider to
9.2 Service Provider Qualifications resume performance of the Services within twelve (12) months from the date of the notice to
The Service Provider represents and warrants to the Contractor that it has the necessary suspend performance of the Services, or (ii) a suspension in accordance with Clause 12.1 shall
skills, resources and experience to successfully perform the services in accordance with the have continued for more than six (6) months from the date of suspension.
requirements of the Services Agreement. Payment may be withheld or portions deducted or
setoffs may be made against monies otherwise due if the Service Provider does not perform b) Any termination of this Agreement shall not affect the continuing right of the Contractor under
the Services in accordance with the provisions of the Agreement. Clauses: 1.4, 1.7, 1.10, 3, 6, 12.2(d) and 15 which provisions shall survive termination together
Service Provider shall ensure the following: with such other provisions in this Agreement which are required to give effect to such provision
9.2.1 Provision of trained and experienced manpower, well trained for the specific services surviving termination, provided that Clause 12.1 shall cease to survive termination on the expiry
9.2.2 Ensure that the employees reports to work at designated time and place of twelve (12) months following termination.
9.2.3 Replace, at no additional cost, employee/s not performing satisfactorily as per the
specified standards c) Upon any termination of this Agreement, the Service Provider shall take immediate steps to
9.2.4 In addition to the above, the Service Provider shall maintain a pool of qualified labor so end the Services in an orderly manner but with all reasonable speed and economy and shall
that in the event the scheduled manpower does not meet the requirements or did not report subject to Clause 6 within ten (10) Working Days deliver to all the Project Data provided that the
for duty, can be replaced by the Service Provider within Seven (7) Days of notification from Service Provider shall be entitled to retain copies of the same for record purposes.
the Contractor.
9.2.5 Shall ensure proper and professional behaviour of all its personnel deployed as per this d) Except where termination arises from the Service provider's negligence or breach of this
Agreement Agreement, if this Agreement is terminated the Contractor shall pay to the Service Provider,
9.2.6 Abide by all ordinances and laws of the Kingdom of Saudi Arabia and secure all within twenty (20) Working Days of receipt of written notification of termination, a fair and
licences and permits as maybe required for its operation by the Kingdom of Saudi Arabia reasonable part of the Accepted RE-MEASURABLE Fixed Price as is due at the date of
9.2.7 The Service Provider herein confirmed that they are experienced and have undertaken termination, the amount of which is calculated as per the Agreement, less any deductions which
similar projects in the past and are fully aware of the requirements to perform the Services. the Contractor is entitled to make under this Agreement or at law (the "Termination Sum"). The
Service Provider acknowledges that the Termination Sum shall be payable in full and final
9.3 Safety settlement of all sums due to the Service Provider under this Agreement or generally at law.
When any Service Provider's personnel are on the Site, they must comply with all site
specific and statutory authority rules and regulations and they must wear the appropriate e) Termination of this Agreement howsoever arising shall be without prejudice to the rights and
safety equipment i.e. steel cap boots, hard hat, safety glasses, etc. The Service Provider is remedies of either Party in relation to any negligence, omission or default of the other prior to
required to execute the HSE Undertaking attached as Schedule D to this Agreement. such termination.
9.3.1 The Subcontractor shall abide by the instructions given by the Environmental, Health
and Safety (EHS) Representatives of QOC to the same extent as would apply to the
employer.
9.3.2 The Subcontractor acknowledged that he will be subject to regular HSE inspections
and that he will participate in all inspections, with complying with all safety requirement
included as part of the unit rate.
9.3.3 The Service Provider shall undertake to abide with the HSE Requirements in enclosed
CD.

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f) If termination of this Agreement arises from the Service Provider's negligence or breach of 14.3 Disputes between the Contractor and the Service Provider, shall be decided by a Dispute
this Agreement, the Contractor may employ and pay other persons to carry out and complete Arbitration Board DAB, which shall be jointly appointed by the Parties within twenty-eight (28)
the Services. Until completion of the Services the Contractor shall be under no obligation to days after the date of a Notice of Dispute or, where applicable, within twenty-eight (28) days
make further payments to the Service Provider. When the Services are complete or at any after the date of expiry of the time stated. Unless it is stated in the Appendix that it shall
time prior to such completion the Contractor shall ascertain and notify the Service Provider of comprise three members, the Subcontract DAB shall comprise one suitably qualified person
the proper costs of completing the Services (including without limitation any loss and/or agreed by both Parties.
damage properly incurred by the Contractor as a result of the termination) and if such
amounts, when added to the monies paid to the Service Provider prior to the date of 14.4 The arbitral award shall be final and binding upon the Parties and subject to no appeal and
termination, exceed the total amount of the Fees which would have been paid to the Service shall deal with the question of costs of arbitration and all matters related thereto.
Provider on due completion of the Services the amount of the excess shall be a debt payable
to the Contractor by the Service Provider. 15. FORCE MAJEURE
15.1 Neither Party shall incur any liability on account of any failure or delay in the performance
13. PAYMENTS of any of its obligations hereunder if such failure or delay arose on account of an event of Force
13.1 Advance Payment Majeure. An event of Force Majeure shall mean any event, matter, circumstance or condition, or
Any Advance payment shall be recovered through an amount equal to the percentage that the effects thereof, which is unforeseeable or, even if foreseeable, shall be beyond the
the Advance Payment is of the Service Agreement Price being deducted from the Gross reasonable control of the Party claiming such Force Majeure. Without limiting the generality of
value of the interim payment. If any advance payment is applicable, the Advance Payment the foregoing, Force Majeure shall include, without limitation, the following events:
will only be payable after completion of shop drawings and material approval signed off by (a) natural catastrophes such as earthquake, hurricane. typhoon or volcanic activity, unusually
the Contractor and the Client in line with the Main Contract requirements. Any advance severe weather conditions;
payments which has been paid without completed shop drawings and material approval (b) Epidemic or plague;
signed off by the Contractor / Client will be debited from this Project and credited to a project (c) Acts of war (whether war has been declared or is undeclared), hostilities, acts of force by a
which is completed (or completed and not paid). foreign nation or embargo, invasion, rebellion, terrorism , revolution, insurrection, military or
usurped power, or civil war
13.2 Interim Payments Subject to the terms of this Agreement, the payments are payable (d) munitions of war, explosive materials, ionising radiation or contamination by radio-activity,
either in whole or in several instalments, as the case may be, in accordance with the except as may be attributable to the Subcontractor's use of such munitions, explosives.
Appendix 1. radiation or radio-activity
The payments must be on a fixed RE-MEASURABLE basis and inclusive of all (d) Strike or work stoppage (other than those solely affecting the Party claiming the same as
disbursements and costs provided the Service Provider has issued to the Contractor a valid Force Majeure) riots or acts of terrorists; commotion, disorder, lockout by persons other than the
invoice corresponding to the agreed and signed off amount in the Interim Payment. Subcontractor's Personnel and other employees of the Subcontractor
(e) change-in-law; and
The Service Provider shall make an application to the Contractor for the appropriate amount (g) Any Force Majeure affecting the performance of the Party
approved by the Contractor and the Service Provider, in accordance with Clause 13 as set
out in Appendix 1 in respect of the Services that have been properly performed by the 15.2 Upon the occurrence of a Force Majeure event, the Party claiming Force Majeure shall
Service Provider. Such application for payment shall be in such form and contain such details notify the other Party forthwith of the occurrence of such Force Majeure event. The notice shall
as the Contractor may reasonably require and shall be sent to the Projects Manager for set out a description of the event Force Majeure in reasonable detail and the period during
verification and approval. which the Party affected thereby expects to be unable to perform its obligations under this
Agreement. Upon receipt of such notice, the Parties shall meet to resolve the problem arising
The payment of each instalment or for the whole Accepted RE-MEASURABLE Fixed Price, from such Force Majeure event as soon as practically possible. The Party affected by a Force
as applicable, will be as stated in the Particular. A condition precedent to payment shall be Majeure event shall exercise all reasonable endeavors to mitigate the effects of such Force
the receipt an invoice matching the approved application. Majeure event.

Provided that: 15.3 If either Party is affected by Force Majeure and such event of Force Majeure continues for
13.2.1 the Service Provider has carried out its obligations under this Agreement; and a period of 180 consecutive days or affects a Party for any 180 days within a period of 360
13.2.2 no set-off or abatement is permitted by reference to any sum claimed to be due by the days, then the Parties shall meet and discuss in good faith any amendments to this Supply
Service Provider to the Contractor under one or more other contracts; Agreement in order to preserve, as closely as possible, the financial and economic
considerations that served as basis for each Party to enter into the arrangements set out
The Contractor shall, no later than five (5) Working Days after the Due Date for Payment hereunder. If within sixty (60) days after the commencement of such discussions (or such longer
under Clause 13.1 in respect of any payment, or any other date which would have been the period as the Parties may agree), the Parties shall be unable to agree on such amendments,
due Date for Payment, issue an interim certificate to the Service Provider specifying the then either Party may terminate this Supply Agreement by delivering to the other written notice
amount (if any) of the payment made or proposed to be made and the basis on which that of such termination, setting out the date on which such termination shall take effect.
amount is calculated. Such certificate may, for the avoidance of doubt, constitute a notice to
withhold payment ("Notice of Intention to Withhold Payment"), in which case such notice shall 15.4 Duty to Mitigate: The Party invoking the Event of Force Majeure shall make all reasonable
specify the amount proposed to be withheld and the ground for withholding payment. efforts to prevent and mitigate the effects of such Event of Force Majeure, and shall use
commercially reasonable efforts to resume the regular performance of its obligations in
It is agreed that on no account shall the Contractor's liability to the Service Provider for the accordance with the terms of this Agreement.
Services carried out under this Agreement exceed the amount of the payments without the
Contractor's prior written approval. 16. ENTIRE AGREEMENT
16.1 This Agreement supersedes any previous agreement or arrangements between the Parties
13.3Final Payment in respect of the Services (whether oral or written) and represents the entire understanding
The Service Provider shall, execute a "Final Account and Deed of Release" in the between the Parties in relation thereto.
Contractor's standard form before the Contractor is obliged to pay the Service Provider the
final payment for the Subcontract Works. 16.2 All additions, amendments and variations to this Agreement shall be binding only if in
writing and signed by the duly authorised representatives of both the Contractor and the Service
Where any amount due under this Agreement is not paid in full by the Final Date for Payment Provider.
of each agreed account and no Notice of Intention to Withhold Payment is given under
Clause 13.1, the Service Provider shall be entitled (without prejudice to the operation of this 17. SEVERABILITY
Agreement and any other right or remedy) to suspend performance of its obligations under If any court finds any provision of this Agreement invalid or unenforceable, the remainder of the
this Agreement by giving not less than twenty (20) Working Days' notice to the Contractor Agreement shall be interpreted as to give effect to the mutual intention of both parties.
stating the ground or grounds on which it is intended to suspend performance. The right to
suspend performance shall cease when the Contractor makes payment in full of the amount 18. SET OFF
due and any period during which performance is validly suspended pursuant to this Clause The Contractor may set off any of the following amounts against any amount the Contractor
shall be disregarded in computing the time taken by the Service Provider to complete any of owes the Service Provider on this or any other Project or against the Service Provider security:
the Services affected by the suspension. 18.1 any amount the Service Provider is required to pay under this Agreement;
18.2 any cost the Contractor incurs by doing something the Service Provider is required to do
13.4Retention Money under this Agreement;
Where Retention Money is stated in Appendix 1, Agreement Particulars of this Service 18.3 any amount the Service Provider owes the Contractor under any other agreement; and any
Agreement, each interim payment to the Service Provider shall be subject to retention as amount by which, in the Contractor's opinion, value of the Works is diminished as a result of the
stated in Appendix 1 and shall be released as stated in the Appendix 1. Service Provider's failure to comply with the Agreement

14. SETTLEMENT OF DISPUTES

14.1 The preferred method of determination of unresolved disputes shall be by amicable
agreement at the senior management level of the Contractor and the Service Provider.

14.2 In the event of any unresolved dispute between the Contractor and the Service Provider,
the Service Provider shall ensure that the progress of the work under the Services
Agreement is continued without any effect on the specified Commencement and Completion
date(s).

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APPENDIX 3

SCHEDULE A - SCOPE OF SERVICES/ DELIVERABLES

SUPPLY OF LICENSES MALE NURSE FOR AMANSAMAR HOTEL & BR

SCHEDULE B - PROGRAMME OF SERVICES

Commencement Date: 01 July 2025

Completion Date: 30 September 2026

1. Milestone dates

Activity Date

2. Detailed Service Provider's Programme

The Service Provider shall provide a detailed programme identifying and due allowance is to be made in the programme
for the Service Provider's Scope of Works including, but not limited to, the following:
a) Deliverables for each stage and as per the Schedule A.
b) Detailed bar chart Programme, with histogram as well as plant and equipment in order tocoordinate with the overall
site logistic plan.
c) Allowance for notice periods and periods of [Link] extension of time will be granted as a consequence of delays
in submissions to planning approvals by Contractor.

3. Monitoring the Service Provider's Programme

a) The Service Provider shall provide records of the progress of his Services in an agreed format and present promptly at
the end of each week to the Contractor's representative including all support documents as may be required.

4. From time to time and as may be necessary, due to the exigencies of the Contract Programme, the Service Providers
Programme may be adjusted but provided that the Contractor has given the Service Provider 2 weeks' notice of such
adjustment, the Service Provider shall not be entitled to any delay or disruption compensation.

5. General
The Service Provider shall allow for all necessary resources to ensure that his Services are fully coordinated with other
related activities and disciplines and comply with all applicable statutory norms.

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 SERVICE AGREEMENT - DRAFT

SCHEDULE C – BREAKDOWN OF PRICE

Payments are to be RE-MEASURABLE and inclusive of disbursements and all other costs

Sr. No. Description Qty Unit Rate Amount

Supply of Licensed Male Nurse - Subject to
1 18.00 MON 10,687.50 192,375.00
Employer's Approval, 12hrs/day, 7 days in a week
Total 192,375.00

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 SERVICE AGREEMENT - DRAFT

Pricing Assumptions
• The Price will include all the Service Provider's expenses including but not limited to those relating to overheads, travel,
accommodation (if required) and administration costs
• The Service Provider's Price includes for as many return visits as is needed for the proper completion of the Service Provider's Works,
which may be carried out in several phases, without any extra over for demobilization and remobilization by the Service Provider.

The following Payment application procedures are to be followed on the above mentioned project.

Following these guidelines will reduce payment delays and potential frustration.
Step 1: A fully detailed and substantiated application for payment should be submitted to the Contractor's site office marked for
attention of the Executive Director/ Project Director no later than the 25th of each month.

Step 2: The Contractor's representative (QS) will review and inform the Service Provider of any queries or adjustments within 7 days of
submittal by the Service Provider.

Step 3: Once the value of the application has been agreed the Service Provider shall submit his matching invoice for the approved
application for work done within the period directly to the Contractor's QS at the site office.

Step 4: The Quantity Surveyor will convert the Service Provider invoice amount into the SAP system.

Step 5: The Accounts department will match the SAP certified amount with the Service Provider's invoice and if in order will
process the invoice for payment on the due date.

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 SERVICE AGREEMENT - DRAFT

SCHEDULE D - DOCUMENTS

See schedule of documents:

No Title Reference Remarks

1 Access strategy Attached CD

Temporary Car Park
Traffic Flow
Site Access and Egress
Emergency plan

2 General Obligations, Requirements and Procedure Attached CD

Specifications
3 List of relevant Specifications schedule printed and attached in the excel Attached CD
schedule) (All Specifications referred to are copied to the CD)

Drawings
4 (list of drawings printed and attached in the excel schedule) (All Attached CD
Drawings referred to are copied to the CD)

5 Project Quality Plan (eg. ITAP & PMP) Attached CD

6 Health and Safety Plan Attached CD
7 Advance Payment Guarantee Format Attached CD
8 Environmental Plan Attached CD
9 Performance Bond Format Attached CD

The Service Provider hereby acknowledges and warrants that:

1. It has received, as part of this Agreement, CD with copies of the Documentation listed above;

2. it has full knowledge of the information/ requirements contained therein and has made all necessary allowance in the Price and the
Programme to comply with such information / requirements in order to fully discharge the Contractor from its obligations under the
Design and Build Contract.

Signed as authorized signatory (Commercial Reg)

Signed by :

………………………………….

Company Stamp :

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 SERVICE AGREEMENT - DRAFT

SCHEDULE E – SERVICE PROVIDER'S COMMERCIAL REGISTRATION DOCUMENTS

As attached hereto.

NOTE: The Service Provider shall promptly submit a copy of the updated Commercial Registration upon request

A. Current and Valid Commercial Registration Certificate

A copy of the Service Provider's current and valid Commercial Registration Certificate issued by the appropriate local Authorities in
Kingdom of Saudi Arabia shall be attached to this Annexure with the agreement.

B. Authorized Representative
A copy of the evidence of authority shall be attached to this Annexure with this agreement.

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