APPENDIX 1 - GENERAL TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION the Appendices listed therein, together

with any Variation Order or Purchase
1.1. Definitions. Order issued by the Company to the
Contractor pursuant to this Agreement;
In addition to other terms defined
elsewhere in this Agreement, the 1.1.7 “Applicable Data Protection Laws” has
following words and terms shall have the the meaning provided under Clause
meaning ascribed to them below: 13.2.1;

1.1.1 “ABC Laws” mean: 1.1.8 “Applicable Law” means the ABC Laws,
the Nigerian Content Act, Applicable Data
(a) the Economic and Financial Protection Laws and all other laws,
Crimes Commission statutes, orders, rules, directives and
(Establishment) Act 2004; regulations of the Federal Republic of
(b) the Corrupt Practices and other Nigeria, or issued by any competent
Related Offences Act 2000; authorities under the Federal Republic of
(c) other applicable anti-bribery and Nigeria, including the official directives of
corruption laws of the Federal the State Government of Nigeria, which
Republic of Nigeria; apply to this Agreement;
(d) the principles described in the
Convention on Combating 1.1.9 “Area of Operations” means the
Bribery of Foreign Public Officials Company location identified in the “Scope
in International Business of Work Overview” section of the Form of
Transactions, signed in Paris on Agreement, or if silent, then the Company
17 December 1997, which location(s) where the Contractor shall
entered into force on 15 February perform any or all parts of the Services as
1999, and the Convention’s identified in Appendix 2 or in a Purchase
Commentaries; Order;
(e) the UK Bribery Act 2010;
(f) the United States Foreign 1.1.10 “Business Day” means any day of the
Corrupt Practices Act 1977; and week other than Saturdays, Sundays or
(g) any other anti-bribery and anti- public holidays declared by the Federal
corruption law, regulation, or rule Government of Nigeria;
of any jurisdiction to which the
Contractor or any part of the 1.1.11 “Claim(s)” mean(s) all claims,
Work is subject; allegations, damages, liabilities, losses,
demands, liens, encumbrances, causes
1.1.2 “Act of Default” means the occurrence of action of any kind (including actions in
of any action described under Clause rem or in person am or those of a statutory
18.1; or regulatory nature), obligations, costs,
judgments, interest, and awards
1.1.3 “Advance Payment Guarantee” has the (including legal counsel fees and costs of
meaning provided under Clause 4.6.3; litigation if awarded as part of the
judgment in favour of the Person
1.1.4 “Affected Party” means a Party who is asserting the Claim), whether created by
affected by the occurrence of a Force law, contract, tort, voluntary settlement, or
Majeure Event which meets the otherwise, arising out of, related to, or in
conditions under Clauses 16.1 and 16.2; any way connected with this Agreement
or the Work;
1.1.5 “Affiliate” means any Person which
Controls, or is Controlled by, or which is 1.1.12 “Company” means the entity designated
Controlled by an entity which Controls, as such in the Form of Agreement;
another Person;
1.1.13 “Company Group” means the
1.1.6 “Agreement” means this Procurement Company, its Affiliates, its Co-Venturer (if
of Goods and Services Agreement which indicated in the Form of Agreement) and
comprises the Form of Agreement and their respective directors, officers,

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 employees, and contract staff; developed by Contractor without
referring to or including, any part
1.1.14 “Company Materials” mean all of the Confidential Information;
documents, materials, equipment, tools, or
drawings, specifications, and data (d) was received from a Third Party,
supplied by or on behalf of the Company other than from a member of the
to the Contractor; Company Group or their
respective agents or advisers,
1.1.15 “Company Representative” means the whose possession is lawful and
individual (and any alternate individual who is not under an obligation
notified by Company) identified for the not to disclose such information;
Company in the “Contact for
Notices/Representatives” section of the 1.1.18 “Contractor” means the Person(s)
Form of Agreement, who is appointed by designated as such in the Form of
the Company to act on the Company's Agreement;
behalf in all matters relating to the
provision of the Work, except for 1.1.19 “Contractor Group” means the
modifying any provision of this Contractor, its Affiliates, its
Agreement; Subcontractors and their respective
directors, officers and employees and
1.1.16 “Completion Date” has the meaning contract staff, including the Contractor
given to it under the “Scope of Work Personnel;
Overview” section of the Form of
Agreement. If not stated, the Completion 1.1.20 “Contractor Personnel” means any
Date shall be the date stated in the individual, including the Contractor’s
Purchase Order, or if silent, the Expiration Representative, engaged by or on behalf
Date; of the Contractor to perform any part of
the Work;
1.1.17 “Confidential Information” means all
information and data disclosed, before or 1.1.21 “Contractor Representative” means the
after the Effective Date, in any form, by or individual (and any alternate individual
on behalf of the Company to the notified by the Contractor) identified for
Contractor in connection with the the Contractor in the “Contact for
Agreement, including the existence and Notices/Representatives” section of the
contents of the Agreement; the business Form of Agreement, who is appointed by
plans, projections, operations, know-how, the Contractor to act on the Contractor’s
technical information, Personal Data or behalf in all matters relating to the
financial status of any Person in the performance of the Work, except for
Company Group; or the proprietary modifying any provision of this
information of the Company Group or a Agreement;
Third Party, whether or not the foregoing
is marked as confidential. Confidential 1.1.22 “Control" means the ownership directly
Information shall not include any or indirectly of fifty (50) percent or more of
information which: the voting rights in a Person.
“Controlled” shall be construed
(a) is in the public domain through accordingly;
no breach of confidentiality
obligations owed to a member of 1.1.23 “Co-Venturer” means the joint venture
the Company Group by the partner of the Company, if any is identified
Contractor or a Third Party; together with the description of the
(b) the Contractor can demonstrate Company in the Form of Agreement;
to the Company’s reasonable
satisfaction, was in the 1.1.24 “Defaulting Party” means a Party who
Contractor’s possession prior to has committed an Act of Default;
the Effective Date without any
confidentiality obligation owed 1.1.25 “Defect” or “Defective Work” means
to a member of the Company any part of the Work which does not
Group; comply with the requirements of the
(c) the Contractor can demonstrate Agreement, to the extent that such non-
to the Company’s reasonable compliance does not result from the
satisfaction, was independently Company’s failure to follow the written

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 instructions of the Contractor with respect ii. the outbreak of an epidemic or a
to that part of the Work; pandemic disease which has
been declared by the relevant
1.1.26 “Defect Correction Period” in respect of government health authority as a
either the Goods and/or the Services (as dangerous and infectious
the case may be), the relevant period of disease and which declaration
time indicated in the “Scope of Work makes it impossible for a Party to
Overview” section of the Form of perform its obligation under this
Agreement. However, if the Goods (or Agreement;
any part of it) have an OEM warranty with iii. riot, insurrection, war, invasion,
a longer period of time, then the Defect act(s) of foreign enemies,
Correction Period for such Goods shall be hostilities (whether war be
the period of the OEM warranty; declared or not), act(s) of
terrorism, civil war, rebellion,
1.1.27 “Delivery Location" has the meaning revolution, armed conflict,
identified in the “Scope of Work insurrection of military or usurped
Overview” section of the Form of power;
Agreement, or if silent, then the iv. act of nature, such as
location(s) where the Contractor shall earthquake, flood, fire, or other
supply any or all parts of the Goods as natural physical disaster, but
identified in Appendix 2; or if silent, as excluding weather conditions as
identified in the Purchase Order. During such, regardless of severity;
the application of Clause 16 in relation to v. any labour or trade disputes,
a Force Majeure Event, reference to the boycotts, strikes or industrial
Delivery Location shall mean the action at a national level which
alternate place of delivery agreed to in affect the performance of the
writing by the Company; Work, other than in each case
involving personnel of the Party
1.1.28 “Dispute” means any disagreement, seeking to rely on this subsection
question or conflict which arises from or in (v);
relation to the Agreement or its subject vi. maritime and aviation disasters;
matter, interpretation, or formation vii. lawful act, directive or order of
(including non-contractual disputes or the Federal, State or Local
claims); government of Nigeria (including
entities owned or Controlled by
1.1.29 “Effective Date” means the date them and legislative bodies)
specified as such in the Form of made after the Effective Date
Agreement; which make it impossible for such
Party to comply with its
1.1.30 “Execution” means the Parties’ obligations under this
execution of this Agreement either Agreement;
electronically or by wet ink; viii. acts of hostilities by local
communities and community
1.1.31 “Expiration Date” means the date disturbance except where
specified as such in the Form of caused by the breach of duty
Agreement; (statutory or otherwise) of a
member of the Company Group
1.1.32 “Force Majeure Event” shall be limited or a member of the Contractor
to any of the following unforeseen events: Group;
(a) which occurs beyond the reasonable
control of a Party, (b) which occurs The mere shortage of labour or other
without the fault or negligence of such resources shall not constitute a Force
Party, (c) which prevents or impedes such Majeure Event unless caused by any of
Party’s due performance of its obligations the above events;
under this Agreement that the Party was
not already in breach of, and (d) which 1.1.33 “Form of Agreement” means this
cannot be prevented or mitigated by such Agreement excluding the Appendices;
Party’s exercise of reasonable diligence:
1.1.34 “Goods” mean the items to be supplied
i. act of God; by the Contractor under the Agreement,
as described in Appendix 2 and the

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 Purchase Order (as applicable); 1.1.43 “OEM” means an original equipment
manufacturer;
1.1.35 “Good and Workmanlike Manner”
means performing the Work in a 1.1.44 “On-Demand Performance Bond” has
thorough, diligent and timely manner the meaning provided under Clause
and to highest standards of skill and 4.6.1(b);
care generally followed by
recognized contractors performing 1.1.45 “Parent Company Guarantee” has the
the same or similar Work, having meaning provided under Clause 4.6.1(a);
regard to international best practice
in the relevant industry and 1.1.46 “Party” and “Parties” has the meaning
profession; provided in the Form of Agreement;

1.1.36 “Gross Negligence” means such an 1.1.47 “Person” means an individual,

entire lack of care as to indicate a partnership, joint venture, corporation,
conscious indifference and reckless limited liability company, unincorporated
disregard for the safety of people, organization, government entity, or any
property, or the environment, and other entity;
includes wilful misconduct;
1.1.48 “Personal Data” means any information
1.1.37 “Insurance” has the meaning provided in which identifies any member of the
Clause 10.1; Company Group or any other Third Party
as contemplated under the Applicable
1.1.38 “Intellectual Property Data Protection Laws;
Rights” mean the patents, rights to
inventions, copyright and neighbouring 1.1.49 “Public Official” means an elected or
and related rights, trademarks and appointed official, employee or agent of
service marks, trading names and domain any federal, state or local government; or
names, rights in get-up, goodwill and the department, agency or instrumentality of
right to sue for passing off, rights in any such government; or any enterprise
designs, rights in computer software, in which such a government owns, or
database rights, rights to use, directly or indirectly Controls; an official of
Confidential Information, including know- a political party; a candidate for public
how and all other intellectual property office and any official, employee or agent
rights, in each case whether registered or of any public international organization;
unregistered, and including all
applications and rights to apply for and be 1.1.50 “Purchase Order” or “P.O.” means a
granted, renewals or extensions of, and written order that is generated, signed
rights to claim priority from, such rights and issued by the Company to the
and all similar or equivalent rights or forms Contractor for the performance of the
of protection which subsist or will subsist whole or part of the Work from time to time
now or in the future in any part of the during the Term, provided that no
world; Purchase Order shall amend or
supersede the provisions of this
1.1.39 “Lien” means any charge, encumbrance, Agreement. The term “Purchase Order”
or similar rights available to creditors shall strictly be construed as defined
under any contract, law, statute, or herein and shall not in any way connote a
regulation; purchase by the Company in the ordinary
meaning of the term;
1.1.40 “Liquidated Damages Daily Rate” has
the meaning provided in the “Liquidated 1.1.51 “Re-Perform”, “Re-Performed” or “Re-
Damages” section of the Form of Performance” means the activities to be
Agreement; performed in order to correct the relevant
Defective Work and bring such Work into
1.1.41 “Nigerian Content Act” means the conformity with the specifications set out
Nigerian Oil and Gas Industry Content in Appendix 2 and the Purchase Order (as
Development Act 2010; applicable), pursuant to Clause 6.2;

1.1.42 “Non-Defaulting Party” means the Party 1.1.52 “Services” mean the activities to be
who is not a Defaulting Party; performed by the Contractor as described
in Appendix 2 and the Purchase Order (as

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 applicable);
1.2.3. reference to any gender includes a
1.1.53 “Subcontractors” means a Person, not reference to all other genders;
a Contractor Personnel, who is engaged
by the Contractor with the prior written 1.2.4. reference to any “Clause” or “Appendix”
approval of the Company in line with shall mean a clause or appendix to the
Clause 8, to perform all or any part of the Agreement;
Work under a separate contract with the
Contractor. For the avoidance of doubt, 1.2.5. the words “include” and “including” shall
any Person who is engaged to perform mean include or including without limiting
any part of the Work in breach of Clause the general description preceding such
8 shall not in any way be construed as, or term and are used in an illustrative sense
deemed to be, a Subcontractor. The term and not a limiting sense; and
“Subcontractor” means a subcontractor
in any tier. “Subcontract” shall be 1.2.6. any reference to a statute, law, rule,
construed accordingly; regulation, decree or other legislative,
administrative or executive act, having the
1.1.54 “Suspension” has the meaning provided effect of law shall include (and shall be
in Clause 17.1; deemed to be a reference) to any rules,
directives, orders and regulations made
1.1.55 “Taxes” means any and all taxes, duties pursuant thereto, and shall further include
and levies, including withholding tax and any amendments, supplement or
income tax (but excluding value added replacements made thereto from time to
tax), which are imposed by a competent time.
taxing authority on a Party in respect of its
rights and/or obligations under the 2. EXTENSION AND RENEWAL OF TERM
Agreement;
Any extension of the Term or renewal of
1.1.56 “Term” means the period commencing the Agreement shall be subject to the
on the Effective Date and ending on the written and signed agreement of the
Expiration Date; Parties.

1.1.57 “Third Party” means any Person who is 3. CALL-OFF BASIS

not a Party;
During the Term, the Company may direct
1.1.58 “Total Compensation” has the meaning the Contractor to undertake the Work on a
provided in the “Compensation” section of call-off basis, in which case the Company
the Form of Agreement or if silent, the shall issue a Purchase Order to the
amount payable by the Company under Contractor from time to time to commence
the Purchase Order; the Work. In such event, a description of the
Work shall be determined with reference to
1.1.59 “Variation Order” means a written order the Form of Agreement, Appendix 2, and
that is signed by the Company and issued the Purchase Order. Where the Company
to the Contractor as provided under issues a Purchase Order to the Contractor
Clause 7; and to perform the Work, the provisions of this
Agreement shall apply to, and supersede,
1.1.51 “Work” means the Goods and the the terms in the Purchase Order.
Services, including any Re-Performance.
4. CONTRACTOR’S RESPONSIBILITIES
1.2. Interpretation.
4.1. Status.
In the Agreement, except where expressly
provided to the contrary: 4.1.1. Independent Contractor. The
Contractor shall act, and shall at all times
1.2.1. the headings are used for convenience be construed, as an independent
only and shall not constitute a part of the contractor and not as an agent or other
Agreement nor be considered interpretive business affiliate of the Company.
hereof;
4.1.2. Contractor to Act in Own Name. All
1.2.2. reference to the singular includes a responsibilities undertaken by the
reference to the plural and vice versa; Contractor in connection with the

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 performance of the Work, including those Company Materials in good condition, not
concerning the Contractor Personnel and dispose or use the Company Materials
Subcontractors, shall be undertaken in other than in accordance with the
the name of the Contractor and not in the Company's written instructions or prior
name of the Company. authorisation and return all Company
Materials in good condition to the
4.2. Work Performance. Company upon a request by the
Company or on the Expiration Date
The Contractor shall: (whichever occurs first); and

4.2.1. perform the Work free of any omission 4.2.11. be deemed to have read all
and in a Good and Workmanlike Manner; documentation relating to the Agreement
in order to determine the type, quantity,
4.2.2. ensure that the Work, in all respects, and quality of resources, including the
conforms to the specifications set out in Contractor Personnel, that will be
Appendix 2 and the Purchase Order; required to complete the Work. The
Contractor shall further obtain for itself a
4.2.3. comply with and strictly adhere to the full understanding and knowledge of the
Company’s instructions and directions on nature and scope of the Work and of the
all matters relating to the Work; conditions under which the Work is to be
completed.
4.2.4. co-operate with the Company in all
matters relating to the Work; 4.3. Personnel Responsibilities.

4.2.5. provide all equipment, tools, vehicles, and 4.3.1. Personnel. The Contractor shall, at all
other items required for the Work; times during the Term, maintain the
sufficient number of personnel necessary
4.2.6. ensure that all goods, equipment, to provide and complete the Work. Each
materials, standards, and techniques Contractor Personnel shall be mentally
used in performing the Work are of the and physically fit, trained, competent,
best quality and free from defects in skilled, and experienced in the conduct of
workmanship; the tasks for which they are intended. The
key Contractor Personnel shall be able to
4.2.7. comply with: read, write and speak the English
language fluently.
(a) all Applicable Laws;
(b) the Agreement; and 4.3.2. Discipline of Personnel. The Contractor
(c) the Company’s policies on anti- shall maintain strict discipline and good
bribery and corruption, gifts and order among the Contractor Personnel
hospitality, anti-fraud, and during the performance of the Work.
whistleblowing, which are
available on the website of Seplat 4.3.3. Replacement of Personnel without
Energy Plc; cause. The Contractor shall, at the
Company’s sole cost, immediately
4.2.8. provide Company with the drawings, remove any of the Contractor Personnel
certificates or other documentation if requested by the Company without
related to the Goods in the form and cause. Subject to the Company’s
substance, and at the times, required by approval, such personnel shall be
the Company; replaced with a substitute having the
same or similar qualification and
4.2.9. where applicable, ensure (and experience within twenty-four (24) hours
demonstrate to the reasonable of his removal.
satisfaction of the Company) its
compliance with the applicable 4.3.4. Replacement of Personnel with cause.
requirements of the Nigerian Content Act The Contractor shall, at its sole cost,
and directives or regulations made immediately remove any of the Contractor
pursuant thereto; Personnel who, in the opinion of the
Company, misconducts himself or is
4.2.10. where Company Materials are given to incompetent or negligent in the proper
Contractor, hold all Company Materials in performance of his duties, or fails to
safe custody at its own risk, keep the comply with any provisions of this

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 Agreement, or persists in any conduct Company:
which Company reasonably believes is
prejudicial to safety or health or the (a) where the Contractor is a
environment. Subject to the Company’s subsidiary, a parent company
approval, such Personnel shall be guarantee, in the form acceptable
replaced with a substitute having the same to the Company, from the ultimate
or similar qualification and experience holding company or an
within twenty-four (24) hours of his acceptable alternative that is in
removal. Control of the Contractor
(“Parent Company
4.4. Error in Information. If the Contractor Guarantee”); and/or
discovers, or should have reasonably (b) an on-demand performance
discovered, that any information provided bond, in the form acceptable to
by the Company for use by the Contractor the Company, from a first-class
in performing the Work contains an error international bank or insurance
or is otherwise unreliable, the Contractor company (“On-Demand
shall notify the Company of such error or Performance Bond”).
unreliability within three (3) days of first
discovery (or reasonable discovery) of the 4.6.2 The choice of a Parent Company
error or unreliability, and the Contractor Guarantee or an On-Demand
shall not act in reliance on that Performance Bond shall be at the sole
information, except in accordance with discretion of the Company. The amount
subsequent written instructions of the guaranteed under the Parent Company
Company. Failure of the Contractor to act Guarantee and the On-Demand
in line with this Clause 4.4 shall preclude Performance Bond shall be an amount
the Contractor from asserting this error or required by the Company. The minimum
unreliability in any Claim or defence in a duration of the Parent Company
Dispute or in relation to a Defective Work. Guarantee and the On-Demand
4.5. Liquidated Damages. Performance Bond shall be the Defect
Correction Period (or if silent, then the
4.5.1. The Contractor recognizes that time shall Term).
be of the essence for the completion of
the Work. If the Contractor fails to 4.6.3 Where the Company agrees to make an
complete the Work by: advance payment of all or any part of the
Total Compensation, the Contractor
(a) each milestone completion date undertakes to first provide the Company
stated in the “Scope of Work with a signed advance payment
Overview” section of the Form of guarantee, in the form acceptable to the
Agreement, or if silent; Company, from a first class international
(b) the Completion Date, or if silent; bank guaranteeing the advance payment
(c) the Expiration Date, made by the Company (“Advance
Payment Guarantee”). The Advance
then the Contractor shall be liable to pay Payment Guarantee shall have a
the Company the Liquidated Damages minimum duration of the Defect
Daily Rate per day of delay until the date Correction Period (or if silent, then the
on which the Work (or relevant portion Term).
thereof) is completed.
4.7. Title, Risk of Loss and Acceptance.
4.5.2. The Contractor agrees that the Liquidated
Damages Daily Rate is not a penalty and 4.7.1. Title, risk of loss and damage, to the
is a genuine pre-estimate of the losses Goods shall pass to the Company upon
which the Company would suffer where delivery to the Delivery Location and
the Contractor fails to complete the Work when Company issues a note
in accordance with the applicable date in acknowledging receipt of the Goods. The
Clause 4.5.1. foregoing shall not absolve the
Contractor of its liability in respect of any
4.6. Performance Bond. Defective Work.

4.6.1. Where required by the Company, the 4.7.2. The Contractor hereby agrees that the
Contractor shall provide within ten (10) Company’s receipt of the Goods at the
days of receiving a request from the Delivery Location shall not be construed

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 as ‘acceptance’ within the meaning of then the Contractor shall, at its
law and shall therefore not negate or limit own cost, replace such Goods
the Company’s right to subsequently with items that conform to the
identify and seek recourse for any specifications under Appendix 2;
Defective Work within the Defect and/or
Correction Period.
(b) Services. The Contractor shall,
5. COMPANY’S RESPONSIBILITIES at its own cost, re-perform (or
procure the re-performance of)
The Company shall provide such access the Services which form part of
to and from the specific work site at the the Defective Work in order to
Area of Operations, and such office bring such Services into
accommodation and other facilities as conformity with the specifications
may reasonably be requested by the under Appendix 2; and/or
Contractor and agreed with the Company
in writing, for the purpose of performing (c) If the Company believes that the
the Work. Defective Work cannot be Re-
Performed, the Contractor shall
6. EXAMINATION AND DEFECT pay the Company the portion of
CORRECTION the Total Compensation which
relates to the Defective Work. In
6.1. Examination. addition, where the Company
directly incurs additional costs in
6.1.1. In order to confirm that the requirements procuring a Re-Performance by a
of the Agreement are met, the Company Third Party, the Contractor shall
shall have the right, but not the obligation, be liable to pay the Company for
at all times during the Term, to examine such additional costs up to a
the Work and all documentation relating maximum amount of fifty percent
thereto. (50%) of the Total Compensation.
The Contractor shall effect all
6.1.2. The Company shall have the right to reject payments requested by the
any Defective Work from the Effective Company pursuant to this Clause
Date until the end of the Defect Correction 6.2.1(c) within forty-five (45) days
Period. of receiving a request from the
Company.
6.1.3. Failure on the part of the Company to
inspect or witness the Work, or discover 6.2.2. The provisions of this Clause 6.2 shall
any Defects, or reject Defective Work apply to any Re-Performance.
shall not relieve the Contractor from its
liability or obligations under the 6.2.3. The Defect Correction Period shall be
Agreement. extended by any period(s) equal to the
period(s) during which the Company’s
6.2. Defect Correction. use of the Work has been suspended or
delayed as a result of a Defect.
6.2.1. In the event of any Defective Work, the
Company shall notify the Contractor and 6.2.4. Nothing in this Clause 6.2 shall relieve the
shall (at its discretion) elect any single or Contractor from its liability to the
combination of the following remedies, Company for any loss suffered by the
which the Contractor shall promptly Company as a direct result of any
action: Defective Work that cannot be mitigated
by a Re-Performance.
(a) Goods. The Contractor shall, at
its own cost, repair (or procure 7. VARIATIONS
the repair of) the Goods which
form part of the Defective Work in The Company may vary the Work at any
order to bring such Goods into time by the issuance of a Variation Order.
conformity with the specifications Any additional Work required pursuant to
under Appendix 2; provided that if the Variation Order shall be supplied at
the Company believes that such the rates and prices stated in this
Goods cannot be repaired as Agreement, provided that where there are
required in this Clause 6.2.1(a), no applicable rates and prices for the

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 additional Work, then the rates and prices
for such additional Work shall be agreed 9.1. Payment. On satisfactory performance of
in writing by the Parties. the Work, the Company shall pay the
Total Compensation to the Contractor in
8. ASSIGNMENT AND the manner and the currency set out in
SUBCONTRACTING Appendix 3 and in the Form of Agreement
within forty-five (45) days of receiving the
8.1. Assignment. No Party shall assign all or Contractor’s invoice submitted in
any part of its rights and obligations under accordance with Clause 9.2. Payment
this Agreement without the prior written shall be made by bank transfer to the
approval of the other Party. Contractor’s designated bank account
Notwithstanding the foregoing, the that is registered with the Company.
Company may (with notice to the
Contractor) assign its rights and/or 9.2. Invoicing. The Contractor shall provide
obligations under this Agreement to its an invoice to the Company at the intervals
Affiliate or Co-Venturer. stipulated in the “Basis of Compensation”
section of the Form of Agreement. The
8.2. Subcontracting. invoice shall detail the Work performed
and shall be accompanied by a duly
8.2.1. The Contractor shall personally perform signed work completion certificate issued
the Work and shall not subcontract the by the Company as well as any other
whole or any part of the Work to any Third verifiable documentation required by the
Party without the Company's prior written Company. Invoices shall be sent to the
approval. address stated in the “Company Address
for Invoices” section of the Form of
8.2.2. Where the Contractor wishes to Agreement.
subcontract all or any part of the Work, the
Contractor shall make a request to the 9.3. Sufficiency of Total Compensation.
Company and the Contractor shall The Contractor shall be deemed to have
provide all information reasonably satisfied itself as to the correctness and
requested by the Company to review the sufficiency of the Total Compensation for
form of the subcontract, the choice, performing the Work in the manner
qualifications and fitness of the Person required under the Agreement.
proposed for the subcontract, and the part
of the Work to be subcontracted. 9.4. Payment Dispute. Payment shall not act
8.2.3. No Subcontractor shall relieve the as a waiver of the Company’s rights under
Contractor of its liabilities under this the Agreement or at law. The Company
Agreement, and the Contractor shall shall have the right to dispute the contents
remain responsible for all acts and of any invoice from the Contractor or any
omissions of its Subcontractors as if they portion thereof. If an invoice (or part of it)
were its own. is disputed, the Company shall give notice
to the Contractor of the reasonable
8.2.4. The Contractor undertakes to deal in good particulars of the dispute. The Company
faith with each Subcontractor, service shall nevertheless pay the Contractor's
provider and supplier engaged in the undisputed invoices or the undisputed
Work. parts of an invoice in accordance with this
Agreement.
8.2.5. No Subcontractor shall bind or purport to
bind the Company. The Contractor shall 9.5. Set-Off Right. The Company shall have
procure that every Subcontractor agrees the right, exercisable at its sole discretion,
in writing to release the Company from to offset any amounts owed by the
any liability howsoever arising from, in Contractor to the Company on any
relation to or in connection with the Work. account and howsoever arising, against
The Contractor shall be fully responsible amounts due and owing to the Contractor
for and shall fully defend and indemnify under this Agreement. Any Disputes
the Company from and against all acts or between the Parties with regard to
failure to act on the part of each amounts due and owing by one to the
Subcontractor. other shall be resolved in accordance with
Clause 21.
9. COMPENSATION, TAXES AND
CUSTOM DUTIES 9.6. Nigerian Content. Where required by the

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 Nigerian Content Act, the Company shall
withhold one percent (1%) of the and shall 10.2. The Contractor shall procure and
remit same to the Nigerian Content maintain the Insurance with a reputable
Development Fund. insurance company and shall ensure that
the Insurance is sufficient to cover its
9.7. Taxes. obligations and liabilities under the
Agreement.
9.7.1. Each Party shall be responsible for paying
any Taxes assessed against its 10.3. The Contractor shall include the
obligations under the Agreement and Company Group as additional assureds
shall fully defend and indemnify the other under the Insurance. The Insurance shall
Party against its failure to pay such Taxes. be endorsed to provide that the
underwriters waive any rights of recourse,
9.7.2. The Company may, without liability to the including subrogation rights, against the
Contractor, withhold any Tax from Company Group.
amounts due to the Contractor under the
Agreement and remit the withheld Tax to 10.4. The Contractor shall notify the Company
the appropriate taxing authority. Upon of any cancellation or any material change
request by the Contractor, the Company of the Insurance cover no later than three
shall provide documentation evidencing (3) days after the cancellation or material
such remittance to the taxing authority. change.

9.7.3. It shall be the obligation of the Contractor 10.5. The provisions of this Clause 10 shall in
to notify the Company of any tax no way limit the liability of the Contractor
exemption to which the Contractor is under the Agreement.
entitled. Any such notice by the
Contractor shall include documentary 10.6. The Contractor shall, within five (5) days
evidence of the tax exemption. The after the Effective Date and within forty-
Company shall only be obliged to apply eight (48) hours of receiving the
the tax exemption in favour of the Company’s request, provide the
Contractor where the Contractor has Company with an insurance certificate
demonstrated to the reasonable giving details of the Insurance cover and
satisfaction of Company that it is entitled the period of cover.
to the exemption.
10.7. The Contractor shall procure that each
9.8. Importation and Custom Duties. Where Subcontractor is insured to appropriate
any part of the Goods is, or will be levels as may be relevant to its
imported, the Contractor shall comply with involvement in the Work.
all Applicable Laws in relation to the
importation of the Goods. The Contractor 11. REPRESENTATIONS AND
shall further pay all custom duties WARRANTIES
assessed in respect of the importation of 11.1. Initial Representations. The Contractor
the Goods and shall provide the Company represents and warrants to the Company
with documentary evidence of clearance as of the Effective Date that:
from the Nigerian Customs Service to the
reasonable satisfaction of the Company. 11.1.1. it is a duly organised and validly existing
legal entity, in good standing under the
9.9. Expenses. Unless otherwise provided in laws of its country of establishment. The
Appendix 3, the Contractor shall bear all Contractor has full legal power and
expenses of its staff and facilities used for authority to enter into and perform the
its performance of the Work. Agreement in accordance with it terms
and has taken all actions necessary to
10. INSURANCE BY CONTRACTOR authorise the Execution, delivery and
performance of the Agreement, including
10.1. The Contractor shall, at its own cost, having the valid license and permits
procure and maintain in force for the Term required to perform the Work. The
and the Defect Correction Period, the Agreement therefore constitutes a legal,
types of insurance set out in the Form of valid, and binding obligation against the
Agreement and other types of insurance Contractor;
required by Applicable Law in respect of
the Work (“Insurance”). 11.1.2. it has complied with the ABC Laws in

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 negotiating and concluding the 11.2.6. it will be solely responsible for all means,
Agreement; and methods, techniques, sequences and
procedures used to perform the Work and
11.1.3. it understands the nature and scope of the for the coordination of all the activities to
Work and all relevant matters which may be performed in completing the Work;
affect or govern the performance of the
Work, including all of the following 11.2.7. the Work does not (and will not) infringe
matters: on the Intellectual Property Rights of a
Third Party;
(a) the geographic, climatic,
economic, security, political and 11.2.8. the Goods are not the subject of any
cultural conditions prevailing in existing or threatened litigation or dispute;
the Delivery Location, the Area of and
Operations, and the country
where any part of the Work is 11.2.9. the Work shall, in all respects, conform to
performed; and the specifications set out in Appendix 2.
(b) the importation and custom duty
and clearance requirements of 11.3. Warranties Not Limited. The warranties
the Federal Republic of Nigeria. set out in this Clause 11 are in addition to
all other warranties, whether express,
11.2. Continuing Representations. The implied, or statutory, that may otherwise
Contractor represents and warrants to the be applicable, including any implied
Company, as of the Effective Date and on warranties of merchantability, fitness for
a continuing basis during the Term purpose or satisfactory quality.
(including any Defect Correction Period)
that: 11.4. OEM / Vendor Warranties.

11.2.1. it has the technical competence, financial 11.4.1. Where the Contractor procures the Goods
capacity, resources, and equipment directly from an OEM or an OEM country
necessary to perform its obligations under representative, the Contractor shall
the Agreement; procure that the OEM or its country
representative (as the case may be)
11.2.2. the Company is relying on the provides, at a minimum, the warranties
Contractor's advice, skill and judgment in required under this Agreement.
the execution and completion of the Work;
11.4.2. The Contractor shall further procure that
11.2.3. in performing its obligations under the such warranties are given for the
Agreement, it shall comply with the ABC minimum duration of the Defect
Laws and the anti-bribery and corruption Correction Period, for the benefit of the
policy, anti-fraud policy, gift and hospitality Company and incorporate terms that give
policy and whistleblowing policy of the the right of enforcement to the Company
Company (as set out in the website of without recourse to the Contractor.
Seplat Energy Plc);
11.4.3. If the Contractor fails to procure an
11.2.4. the members of the Contractor Group assignable warranty in accordance with
(who are involved in any part of the Work) this Clause 11.4 or as otherwise agreed in
are, at all relevant times, in compliance writing by the Company, then the
with all requirements of the Agreement, Contractor shall be fully liable to the
and have obtained and maintain all Company for any loss suffered by the
necessary licences, permits, consents, Company as a direct result of Contractor’s
approvals and other authorisations which breach of this Clause 11.4.
are required for the performance of the
Work; 12. LIABILITIES AND INDEMNITIES

11.2.5. there is no existing or threatened litigation 12.1. Contractor’s Indemnity of Company

against (or dispute involving) the Group. Subject to Clauses 12.3 and 12.4,
Contractor, which may adversely affect or the Contractor shall be liable for, and shall
delay the Contractor’s performance and of fully defend and indemnify the Company
the Work in accordance with the Group against any Claim directly arising
Agreement; from or in connection with:

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
12.1.1. the personal injury, illness, death, or opportunities, and business interruption,
property loss or damage suffered by any howsoever any of the foregoing is caused
member of the Contractor Group during or arises from, under or in connection with
the performance of the Work, except in the Agreement and howsoever arising
the case of Gross Negligence on the part under law.
of a member of the Company Group;
12.5. Non-Exclusivity. The liabilities and
12.1.2. any Person engaged by the Contractor to indemnities set out in this Clause 12
perform any aspect of the Work without are in addition to other remedies,
the Company’s prior written approval, and liabilities and/or indemnities available
the Company’s indemnifications provided under this Agreement, at law or in
under the Agreement shall not extend to equity.
such Persons;
12.6. Contributory Liability. The liabilities
12.1.3. the Contractor’s breach of this and indemnities of each Party under
Agreement. this Agreement shall be reduced to
the extent of any contributory liability
12.2. Company’s Indemnity of Contractor or indemnity on the part of the other
Group. Subject to Clauses 12.1.2 and Party that is expressly stipulated in
12.1.3, 12.3 and 12.4, the Company shall this Agreement.
be liable for, and shall fully defend and
indemnify the Contractor Group against 13. CONFIDENTIALITY AND DATA
any Claim directly arising out of or in PROTECTION
connection with the personal injury,
illness, death, or property loss or damage 13.1. Confidentiality.
suffered by any member of the Contractor
Group during the performance of the 13.1.1. The Contractor undertakes that it shall not
Work, except in the case of Gross disclose Confidential Information to any
Negligence on the part of a member of the Person without the prior written consent of
Contractor Group. For the avoidance of the Company, subject to the exceptions
doubt, the indemnity given under this specified in Clause 13.1.2.
Clause 12.2 shall not apply to the Work or
Defective Work and is subject to the 13.1.2. The Contractor may disclose Confidential
warranties provided by the Contractor Information:
under the Agreement.
(a) to its employees, officers,
12.3. Third Parties. Each Party shall be liable representatives or advisers and
for, and shall fully defend and indemnify the employees and officers of its
the other Party against, any Claim made Affiliates and its Subcontractors,
by a Third Party to the extent that such who need to know such
Claim is directly caused by an act or information for the purposes of
failure to act on the part of the first Party exercising the Contractor’s rights
or by any member of the Company Group or carrying out the Contractor’s
(if the first Party is the Company) or the obligations under this Agreement,
Contractor Group (if the first Party is the provided that each such person is
Contractor). For purposes of this Clause first made subject to written
12.3 only, the term “Third Party” shall confidentiality obligations which
not include any member of the Company are no less stringent than those
Group or the Contractor Group. contained in this Clause 13;
(b) as may be required by applicable
12.4. Consequential Losses or Damages. law, a court or governmental
Neither Party shall be liable to the other authority of competent
Party for any exemplary or punitive jurisdiction, provided that the
damages, incidental, indirect or Contractor shall (to the extent
consequential loss or damages, including legally permitted) immediately
the direct and indirect loss of profits, loss notify the Company and work with
of use of property (excluding the Goods the Company to seek a protective
and property directly used in performing order (at the Company’s cost)
the Work), loss of value, loss of earning, and (where not practicable or
loss of goodwill, loss of business receipts, legally permitted) provide the
loss of contracts or loss of commercial limited portion of the Confidential

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 Information that the Contractor is Company, the Contractor shall take steps
legally required or requested to to promptly procure that such Intellectual
disclose. Property Rights are properly vested in the
Company or its designated Affiliate.
13.1.3. The confidentiality obligations under this
Clause 13.1 shall continue for a period of 14.6. Each Party shall be responsible for and
two (2) years after the Expiration Date. shall indemnify the other Party against
any Claims made by a Third Party for an
13.2. Data Protection. actual or alleged infringement of the Third
Party's Intellectual Property Rights, which
13.2.1. Applicable Data Protection Laws. The infringement arises out of or in connection
Contractor shall comply with all applicable with the first Party’s provision of
local and international laws, including information, designs, data, materials,
where applicable, the Nigerian Data goods or equipment under this
Protection Regulation and the European Agreement. Where an infringement
Union General Data Protection comes from the Contractor and relates to
Regulation (“Applicable Data Protection the Work, the Contractor shall (at its own
Laws”), on the use, storage, processing cost and the Company’s sole election)
and dissemination of any Personal Data either:
which the Contractor receives in
connection with the Work. 14.6.1. procure the Company’s right to continue
using the infringing item;
13.2.2. Third Party Data Processor Appendix.
Where the Contractor is carrying out any 14.6.2. replace the infringing item with a similar
activity that qualifies it as a data processor non-infringing item which meets the
or administrator under Applicable Data requirements of this Agreement; or
Protection Laws, it shall be subject to the
terms contained under Appendix 5. 14.6.3. modify the infringing item so that such
item becomes non-infringing but
14. INTELLECTUAL PROPERTY continues to meet the requirements of this
Agreement.
14.1. Unless as expressly stated in this Clause
14, nothing in the Agreement shall in any 15. BUSINESS ETHICS
way be construed as granting or having
granted any Intellectual Property Rights 15.1. Prohibition. The Contractor shall not,
or licence. and shall procure that each other member
of the Contractor Group shall not, directly,
14.2. The Company shall grant the Contractor or indirectly engage in any of the following
the license to use the relevant Company activities:
Materials for the sole purpose of
completing the Work in accordance with 15.1.1. give to or receive from any Public Official,
the Agreement. any gift, cash, entertainment or other
benefit of cost or value, or any
14.3. The Contractor shall grant the Company, commission, fee, or rebate howsoever in
or shall procure the direct grant to the connection with, or in furtherance of the
Company of, a worldwide, non-exclusive, Work;
royalty-free, perpetual licence to use any
Intellectual Property Rights owned by the 15.1.2. give to or receive from any director,
Contractor or a Third Party which has employee or agent of the Company
been utilised in performing the Work and Group, any gift, cash, entertainment or
which the Company reasonably believes other benefit of cost or value, or any
is necessary for the Company’s continued commission, fee, or rebate howsoever in
use of the Work. connection with or in furtherance of the
Work;
14.4. The Company may sub-license the rights
granted in Clause 14.3 above to any 15.1.3. discuss or enter into any business
member of the Company Group. arrangement with any director, employee,
or agent of the Company Group
14.5. All Intellectual Property Rights in new howsoever in relation to or in connection
discoveries arising from the Work shall with the Work; or
vest in the Company. At the request of the

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
15.1.4. breach the anti-bribery and corruption 15.4.3 Contractor shall encourage and ensure
policy and the gift and hospitality policy of compliance with these standards by any
the Company, having read, and supplier of goods or services or
understood such policies, which are subcontractors that it uses in performing
available on the website of Seplat Energy its obligations under this Agreement.
Plc.
15.5. Termination. The Company may, at its
15.2. Reporting Violations and sole option, immediately terminate this
Reimbursement. The Contractor shall Agreement with notice and without liability
immediately notify the Company of any to the Contractor, in the event of any
actual or suspected violation of Clause violation of Clause 15 on the part of a
15.1 or of the occurrence of any event member of the Contractor Group. For the
prior to the Effective Date, which, if it had avoidance of doubt, the Company is not
occurred after the Effective Date, would obligated to pay compensation or
constitute a violation of Clause 15.1. reimburse the Contractor for any Work
performed after termination is effected by
15.3. Whistle Blowing. For the purposes of the Company under this Clause 15.5. This
Clause 15.2, the Contractor may Clause 15.5 shall not preclude the
anonymously notify the Company of any Company from paying the Contractor for
violation of Clause 15.1 using the any portion of the Work that is completed
following contact details: prior to the date of termination.

15.3.1. Toll free lines: 0800 444 1234 (Seplat 16. FORCE MAJEURE
Business Integrity); or 0703 000 0026
(KPMG). 16.1. No Liability. Notwithstanding any
contrary provision in this Agreement,
15.3.2. Email: [email protected] or neither Party shall be in breach of the
[email protected] Agreement nor liable for delay in
performing, or failure to perform, any of its
15.4. Respecting Human Rights. Contractor obligations under the Agreement to the
shall ensure that in its execution of the extent that such breach, delay or failure
work under this Agreement, it respects the results from a Force Majeure Event in
human rights of its staff and that it does respect of which the Affected Party has
not engage in child labour, forced labour, notified the other Party in accordance with
servitude, modern-day slavery, unsafe Clause 16.2.
working conditions, discrimination based
on race, religion, disability or gender, or 16.2. Notice and Mitigation. The Affected Party
cruel or abusive disciplinary practices in shall immediately (but no later than three
its business. (3) days after the start of the Force
Majeure Event) notify the other Party of the
15.4.1 Contractor represents and warrants to occurrence of a Force Majeure Event,
comply with all applicable laws and shall giving reasonable particulars of the alleged
ensure that the working conditions and Force Majeure Event, its impact on the
remuneration of its employees preserve Affected Party’s due performance under
human dignity and are consistent with the Agreement, mitigation and remedial
fundamental principles defined and efforts, and an estimated time for normal
protected by the Universal Declaration of resumption of activities. The Affected Party
Human Rights, the International Labour shall use its best efforts to resolve, or
Organization, and with laws, rules and procure the resolution of, the Force
codes relating to the prohibition of forced Majeure Event in a timely manner. Where
labour and child labour, modern-day the Contractor is the Affected Party, the
slavery, servitude and unsafe working Contractor shall work with the Company to
conditions. agree on and promptly implement a
15.4.2 Contractor shall ensure that it provides its mutually acceptable solution to complete
employees with all legally mandated the Work.
benefits and complies with all applicable
laws including the Nigerian Labour Law, 16.3. No Price Increase. No increase shall be
the U.K. Modern Slavery Act 2015 and the made to the Total Compensation (or any
laws on working hours and employment part of it) as a result of a Force Majeure
rights in the countries in which it operates. Event.

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
16.4. Termination. all or a substantial part of its business.

16.4.1. The Company shall have the right to 18.2. Termination for Default.
terminate the Agreement with notice to
the Contractor if a Force Majeure Event 18.2.1. In the event of an Act of Default under
prevents the Contractor from progressing Clauses 18.1.1, 18.1.4 and 18.1.5, the
the Work for a period of forty-five (45) Non-Defaulting Party shall be entitled to
consecutive days or from completing the immediately terminate the Agreement
Work by the Completion Date. with notice to the Defaulting Party.

16.4.2. Either Party may terminate the 18.2.2. In the event of an Act of Default under
Agreement with notice to other Party if a Clauses 18.1.2 and 17.1.3, the Non-
Force Majeure Event continues for a Defaulting shall be entitled to immediately
period of ninety (90) consecutive days. terminate the Agreement with notice to
the Defaulting Party if the Act of Default
17. SUSPENSION cannot be remedied or (if remediable)
when the Defaulting Party fails to remedy
17.1. The Company may, with notice to the its Act of Default within fourteen (14) days
Contractor, suspend all or any part of the after receiving a notice to do so.
Work at any time and from time to time
(“Suspension”). 18.3. Termination for Convenience.
Notwithstanding any contrary provision of
17.2. In the event of a Suspension, the this Agreement, the Company may
Company shall pay the Contractor for the terminate the Agreement without reason
portions of the Work satisfactorily and at any time by giving at least five (5)
performed up to the date of Suspension. days’ prior notice to the Contractor. In
such event, the Company shall pay the
18. DEFAULT AND TERMINATION Contractor for the portion of the Work
satisfactorily performed up to the date of
18.1. Act of Default. If any of the following termination.
events occur, then the Contractor or the
Company, as applicable, shall be in 18.4. Termination for Prolonged
default: Suspension. In the event of Suspension
18.1.1. a Party becomes insolvent or enters into that continues for a period of ninety (90)
receivership or has a receiver or consecutive days, either Party may
administrator appointed against it (for terminate the Agreement by giving the
financial or other reasons), or insolvency other Party at least five (5) days’ notice of
or bankruptcy proceedings are termination.
commenced against a Party, whether
voluntary or otherwise; 18.5. Effective Date of Termination. The
effective date of termination shall be as
18.1.2. the Contractor assigns or transfers any stipulated in the notice issued by the
right, obligation, or interest in the relevant Party or if silent, as determined
Agreement other than as expressly pursuant to Clauses 18.2 to 18.4.
authorised under the Agreement;
18.6. Accrued Rights and Obligations.
18.1.3. the Contractor fails to perform the Work in Termination of the Agreement shall not
accordance with the requirements affect any of the rights, remedies,
provided under the Agreement; obligations, or liabilities of the Parties that
have accrued up to the date of
18.1.4. except in the case of Clause 18.1.3, a termination.
Party breaches any provision of the
Agreement, which breach is irremediable 18.7. Post-Termination Compensation
or (if such breach is remediable) such Obligations. In the event of any
Party fails to remedy that breach within termination of this Agreement, the
fourteen (14) days after receiving a notice following provisions shall apply in relation
to do so or any further period agreed by to compensation:
the Non-Defaulting Party; or
18.7.1. the Contractor shall not be obligated to
18.1.5. the Contractor suspends, ceases, or complete the Work and the Company
threatens to suspend or cease carrying on shall not be obligated to pay for the

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 portion of the Work that has not been
performed, including any Goods that have 18.10. Non-Exclusive Remedies. The
not been received by the Company remedies set out in this Clause 18 are not
pursuant to Clause 4.7; exclusive and the Company reserves all
other rights and remedies available to it
18.7.2. the sole obligation of the Company shall under this Agreement, at law or in equity.
be to pay the Contractor for the portion of
the Work satisfactorily performed up to 19. NOTICES AND COMMUNICATIONS
the date of termination, subject to Clause
18.7.1; and 19.1. Notice Provisions.

18.7.3. the Contractor shall immediately (but no 19.1.1. A notices requests, confirmations,
later than forty-five (45) days after the approvals, acceptance or other
date of termination) refund to the communication made pursuant to this
Company any part of the Total Agreement (“Notice”) must be in writing;
Compensation that was advanced to the in English; addressed and sent in
Contractor and which is due back to the accordance with the receiving Party’s
Company pursuant to this Clause 18.7. contact information provided in the
“Contact for Notices/Representatives”
18.8. Post-Termination Actions. Upon section of the Form of Agreement or other
termination of the Agreement, the contact information designated by a Party
Contractor shall promptly do the following: from time to time in accordance with this
Clause 19; and delivered hand, reputable
18.8.1. safely stop the Work in the manner prepaid courier or e-mail.
directed by the Company;
19.1.2. Effectiveness. Any Notice shall be
18.8.2. immediately return all Company Materials deemed effective on the date stated
in the manner directed by the Company; therein or if silent, on the date received.
and Subject to Clause 19.1, Notice shall be
deemed received as follows:
18.8.3. if so requested by the Company, provide
all assistance reasonably required by the (a) if delivered by hand or reputable
Company to facilitate the safe and smooth prepaid courier, on the date
handover of the Work to the Company or delivered to the receiving Party
any Third Party designated by the during its normal business hours.
Company. Any notice delivered outside of
the normal business hours of a
18.9. Surviving Clauses. The following Party shall be deemed received
Clauses shall survive the expiration or on the next working day; or
earlier termination of the Agreement: 4.1 (b) if delivered by e-mail, the next
(Status), 4.2 (Work Performance), 4.4 working day following the date of
(Liquidated Damages), 4.6 (Performance completed transmission.
Bond), 4.7 (Title, Risk of Loss and
Acceptance), 6 (Examination and Defect 20. AUDIT AND STORAGE OF
Correction), 7 (Variations), 9 DOCUMENTS
(Compensation and Taxes and Custom
Duties), 10 (Insurance by Contractor), 11 20.1. During the Term and for a period of four
(Representations and Warranties), 12 (4) years thereafter, the Company shall
(Liabilities and Indemnities), 13 have the right to audit the Contractor’s
(Confidentiality and Data Protection), 14 records (howsoever stored) during its
(Intellectual Property), 15 (Business normal business hours, in order to confirm
Ethics), 18.7 (Post-Termination matters pertaining to the following:
Compensation Obligations), 18.8 (Post-
Termination Actions), 18.9 (Surviving 20.1.1. all invoiced charges made by the
Clauses), 20 (Audit and Storage of Contractor to the Company; and
Documents), 21 (Governing Law and
Dispute Resolution) and 22.1 (Liens). The 20.1.2. any obligation of the Contractor under this
foregoing shall be without prejudice to any Agreement, the performance of which is
Clause which by its terms implicitly capable of being verified by audit,
requires a survival of the termination or
expiration of this Agreement.

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 provided that, nothing in this Clause 20
shall entitle the Company to investigate 21.4.1. Commencement. If the Parties are
the makeup of rates and lump sums unable to resolve the Dispute in
included in this Agreement except to the accordance with Clause 21.3 above, then
extent necessary for the proper evaluation either Party may refer the Dispute to
of any Variations. arbitration for full and final determination
in accordance with the Arbitration and
20.2. The Contractor shall co-operate with the Conciliation Act, Cap A18, Laws of the
Company and its designated Federation of Nigeria 2004.
representative in the carrying out of any
audit required by the Company. 21.4.2. Notice, Place and Language. The Party
initiating arbitration shall give notice to the
20.3. The Contractor shall keep all documents other Party. The place for arbitration shall
and data (howsoever stored) related to this be Lagos, Nigeria. The proceedings shall
Agreement, at a minimum, for the period be conducted in English.
stipulated in Clause 20.1.
21.4.3. Number of Arbitrators.
21. GOVERNING LAW AND DISPUTE
RESOLUTION (a) Where the total value of the
Dispute is equal to or less than
21.1. Governing Law. This Agreement and Ten Million United States Dollars
any Dispute or Claim shall be exclusively (US$10 Million) or its Naira
governed by and construed in accordance equivalent, the arbitration shall be
with the laws of the Federal Republic of presided by a single arbitrator
Nigeria. appointed by the Chairman of the
Chartered Institute of Arbitrators
21.2. Dispute Resolution. Disputes shall be (UK) Nigeria branch.
resolved using the amicable discussions (b) Where the total value of the
and arbitration procedures set out in Dispute is above Ten Million
Clauses 21.3 and 21.4 below. In event of United States Dollars (US$10
an ongoing Dispute, the Parties Million) or its Naira equivalent, the
undertake to continue to perform their arbitration shall be presided by an
respective obligations under this arbitral panel comprising three (3)
Agreement to the extent that each such arbitrators, with each Party
obligation falls outside of the Dispute and appointing one (1) arbitrator. The
is capable of being performed during the two (2) arbitrators so appointed
Dispute. shall appoint the third impartial
arbitrator to preside over the
21.3. Amicable Discussions. proceedings. If any Party fails to
appoint its arbitrator within fifteen
21.3.1. Any Dispute shall initially be referred to (15) days of receiving a notice of
the Company’s Representative and the arbitration, or if the two (2)
Contractor’s Representative who shall arbitrators fail to appoint the third
make all reasonable efforts to amicably arbitrator within fifteen (15) days of
resolve the Dispute within fifteen (15) the last appointment of arbitrator
days of a Party receiving a notice of made by a Party, then either Party
Dispute with reasonable details of the may refer the matter to the
Dispute, or an extended period agreed by presiding Chairman of the
the Parties. Chartered Institute of Arbitrators
(UK), Nigeria Branch, to make the
21.3.2. If the Parties fail to resolve the Dispute requested appointment.
within the time period stipulated in Clause (c) The Naira equivalent for purposes
21.3.1 above, then the Dispute shall be of Clauses 21.4.3(a) and (b) shall
escalated to the Managing Director of be calculated using the prevailing
each Party (or his nominee having exchange rate of the Central Bank
decision-making powers) for amicable of Nigeria on the date that a
resolution within fifteen (15) days of such Dispute was notified to the other
referral or an extended period agreed by Party.
the Parties. (d) Each Party agrees to be bound by
the appointment made by the
21.4. Arbitration. presiding Chairman of the

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT
 Chartered Institute of Arbitrators extent) expressed in writing and signed by
(UK) Nigerian Branch in the Party to be bound. Such waiver shall
accordance with this Clause not be deemed a waiver of the same or
21.4.3. subsequent obligation, right or remedy in
the future.
21.4.4. Award. The Parties undertake to carry out 22.2.2. A failure to exercise, delay in exercising or
the award without delay. The award shall partial exercise of, any right or remedy
be final and binding on the Parties from under the Agreement shall not constitute
the date delivered and such award may or operate as a waiver or limitation of that
be entered in any court having jurisdiction. right or remedy.

21.4.5. Injunctive Relief. For the avoidance of 22.3. No Third Party Rights. Except to the
doubt, the reference to arbitration as extent expressly permitted under Clause
required under Clauses 21.2 and 21.4.1 14.4, nothing in this Agreement shall be
shall not preclude the Company from construed as granting (or having granted)
seeking injunctive relief from a court of any rights or benefits (including
competent jurisdiction in respect of an enforcement rights) to any Third Party.
actual or threatened breach of this
Agreement. 22.4. Severability. Each provision of this
Agreement shall be considered separable
21.4.6. Costs. The losing Party shall pay the cost and if any provision(s) is (are) determined
of the arbitration. However, where an to be invalid, unenforceable or illegal
award is made against both Parties, then under any existing or future law or by a
the cost of arbitration shall be determined Court of competent jurisdiction, then such
by the arbitrator or arbitrators (as the case invalid, unenforceable or illegal
may be). provision(s) shall be immediately severed
from the Agreement and shall not impair
22. GENERAL LEGAL PROVISIONS the continued validity and enforceability of
the remaining parts of the Agreement.
22.1. Liens. The Contractor shall not create or Following such severance, the Parties
exercise, and shall procure that its undertake to use best efforts to agree on
Subcontractors, service providers and a suitable replacement for the severed
other Third Parties to whom the provision(s) of the Agreement in order to
Contractor is indebted do not create or give effect to their original commercial
exercise, any Lien on any part of the Work intention.
or Company Materials. All such attempts
shall be null and void, and the Contractor
shall be fully responsible for and shall fully 22.5. Amendments. No changes to this
defend and indemnify the Company Agreement shall be valid unless made in
against all Claims arising from a breach of writing and signed by the duly authorised
this Clause 22.1, including reimbursing representatives of each Party.
the Company for costs directly incurred by
the Company in enforcing this Clause. 22.6. Entire Agreement. The Agreement
constitutes the entire agreement between
22.2. Waiver. the Parties with respect to the Work and
supersedes all prior written and verbal
communication with respect to the Work.
22.2.1. A waiver of any right or remedy under this Nothing in this Clause 22.6 shall limit a
Agreement is only effective if (and to the Party’s liability for fraudulent conduct.

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APPENDIX 1 TO PROCUREMENT OF GOODS AND SERVICES AGREEMENT