[ — 5 | i Cementing Services Contract Between Oasis Petroleum Company And Dowell Schlumberger Middle East, Inc. “Schlumberger” Contract No. OAPCO- A-17/2012Comenting Services Cementing Services Contract ‘This Contract entered into as of 20", day of July 2012, between Oasis PETROLEUM COMPANY, an Egyptian corporation authorized under law of 1994 of A.RE., with offices located at 27, Road 270, New Maadi, Cairo, ARE.» (hereinafter referred to as COMPANY”), and Dowell Schlumberger Middle Fast, Inc a corporation organized and existing under the law of Egypt with offices located at 25, Zeiny Tower, Misr Helwan Road, Maadi, Cairo-Egypt (hereinafter referred to as “CONTRACTOR’). Whereby CONTRACTOR agrees to provide COMPANY on call out basis with certain Cementing Services (hereinafter referred to as “Serviees”), as COMPANY may specify hereinafter, in accordance with COMPANY’s program in the Western desert, Arab Republic of Egypt (hereinafter “A.R.E.”, or the “Country of Operations”). Now, therefore this Contract witnesseth and it is hereby mutually agreed between the parties hereto as follows: LL. Performance under this CONTRACT shall commence effective as of July 20%, 2012 and subject to clause 12 of exhibit “3” hereof, and shall continue for a period of two years, However, COMPANY may terminated this CONTRACT at any time during the CONTRACT period upon giving thirty (30) days advance written notice to CONTRACTOR. This contract shall consist of this document for the parties, signatures, and the following: Exhibit “1” (“Scope of work”), Exi it “2” ("Compensation"), and Exhibit “3 (“The General Terms And Conditions”) attached hereto and made a part hereof. 3. In the event of any conflict between the Exhibits to the contract, the documents shall take precedence in the reverse order listed above. ‘Oasis Petroleum CompanyCementing Services 4, tn consideration of the CONTRACTOR performing the services set forth in The Scope of Work contained in Exhibit “I” hereof, and of fully performing its obligations under the contract, COMPANY shall pay to CONTRACTOR Compensation as set forth in Exhibit “2”, all in accordance with the provisions of Exhibit “3” The General Terms and Conditions of this contract. In witness whereof, the parties hereto have caused this contract to be executed by their duly authorized representatives on the day, month and year first written above For: Oasis Petroleum Company For: Dowell Schlumberger Middle East Ine. By: Eng, Amr Essawi General Manager & M.D, VP & General Manager aaa Ww 9 Eng. Mohi El Din Abi Chairman & M.D: ‘Oasis Petroleum CompanyThe Scope of Work covered by this Contract includes but is not limited to desi cementing services fo COMPANY’s field in Egypt, on call out basis to cover drilling and work ae i 12 13, 14 EXHIBIT "1" SCOPE OF WORK ign and operate the following casing program at Western Desert and/or any of over operation (CEMENTING EQUIPMENT SERVICES Cement head, one each double plug cementing head for cementing 20”, 13 3/8", 9 5/8” and 7" BTC threads (if required). One each casing circulation swage for 20", 13 3/8", thread with 2 male union of 2" chicken connection. Inner string adapter for 20” stab in float shoe with 2 each 5” drill pipe centralizer, 13 3/8", 9 5/8", 7” and 5” retrievable test, treat, squeeze packer with circulating valve and crossover and storm valve or equivalent. 13 3/8”, 9 5/8”, 7" and 5” cement retainerfbridge plug mechanical setting tool 13 3/8" 9 5/8”, 7" and 5" cement retainer/bridge plug wire line adapter kit 9 5/8” and 7 " retrievable bridge plug. Cement stinger for 13 3/8", 9 5/8", 7" and 5” cement retainer 2" discharge line, valves and chickens hoses adequate/fitting to conveniently connect to cement head/rotary area. Truck or skid mounted twin pump cementing unit complete with the following: + Two 10,000 psi wp. Cementing pump, diesel engine drive to be able to mix cement 15.8 ~ 17.5 ppg @ min 4pm. splacement tanks graduated for fluid measurements. Cementing manifold. Re-circulating cement type mixer. Pressure recording gages and charts. «Radio active densitometer down stream of pumps with chart recorder. 100 and/or 150, 200 BBLS batch mixers.(as per job requirements) Separate displacement tank/mixing tank (250 BBLS) complete with mixing pump and agitator. Bulking cement handling equipment including the following:- Minimum 3000 cubic feet dry material bulk silos. - Surge tank. 7 Compressor. = Cutting bottle. + Hoses and fitting. Comenting lab located in the designated area ofthe CONTRACTOR containing the following equipment:- 9 5/8" and 7" casing BTC * Pressurized consist meter with automatic temperature and pressure control for conditioning slurries and for performing thickening time and static Page 1 of 9settling test Dynamic settling equipment. ‘Atmospheric consist meter. Static fluid loss cell Stirred fluid loss cell Pressurized curing chamber for cement cube specimens. Compressive strength testing device. «Ultra sonic coment analyzer (UAC) non-destructive testing device + Temperature controller water bath. : + Heating jacket for COMPANY specified modified free water test (optional). Variable speed rheometer. Heating cup for variable speed rheometer. Electronic scale for weighing additives. Warring blender. Pressurized mud balance. = Cement job simulation software. (CEMENTING AND PUMPING SERVICES. Primary cementing operations. Squeeze jobs, cement plugs, mechanical setting of squeeze packers, plugs. retainers, etc. Mixing and displacing of other slurries. Pressure testing of casing strings as required by COMPANY, BOP’s test, leak off test, DST string production tubing, ete. (10,000 psi). Repair and maintenance of equipment. Supervision of material handling on location. As soon as materials for the job are delivered to the rig, CONTRACTOR representative shall take 5-gallon sample of cement, 3 gallon sample of drill water and 1-Quart sample of each additive and send to Contractors lab for confirmation tests so that final cementing testing has the following: © Thickening time strip chart, «Fan reading measured at BHCT. + Fan reading (600, 300, 200, 100, 6 and 3) measured at surface conditions for slurry design density to insure pump ability. . Free water measured at BHCT. + Fluid loss at 1000 psi through 325 screens at BHCT. «Static and dynamies settling test. * Calculated turbulent and plug flow rate. * 8, 16 and 24 hours compressive for top and bottom cement column. temperature Submitting a cementing program prior to commencement to drill the well. The program will recommend slurry design and placement as well as documented potential problems based on offset well information. The program should include estimated cement and additive consumption. Submitting the post well analysis of cementing operations within one week after completing the well. The analysis will be evaluated for presentation format, content and recommendation. a Page 2.0f9 : n ee Pe =wnditions. CONTRACTOR after discussion he job and based on the actual cot 7 Se ceaeyaal it the following engineering ‘with Company's drilling department should submi Support utilizing the Contractors software showing the following:- = Slurry volume. Displacement volume. yprerflush/Spacer recommendation volume and pumping Fate. Med displacement rate and recommended flow patter (turbulent and/or plug flow). + Equivalent circulation density “ECD’s” calculation VS. Fracture and pore pressure gradient. = Centralization program. . Final recommendation for suecessful job. 3 (CEMENTING AND TOOL OPERATION PERSONAL. al to operate, run the equipment and give the The CONTRACTOR shall provide person to perform the required service in the most assistance and cooperation as necessary professional manner as follows:- 2 Cementing supervisor Has at least 7years oil field experience in running an performing the all of the primary and remedial cementing jobs in addition to all kinds of pressure test and fluid displacement and pumping different fluids. 2 Cementing helper Has at least 3 years oil field experience in handling with the cementing and pumping operation and equipment. = Down hole tool operator Has at least 7 years oil field experience in running, setting and unsetting of squeeze packers, retainers, bridge plugs, ctc, in addition to performing the operation through those tools by using the cement stinger, also he should has the capabilities to redress and repair the tools at surface if required. 4 CASH CCESSORIES AND DOWN HOLE CEMENT TOOLS (SALES ITEMS) 1 20" size 20” standard float shoe 94-133#, K-55, BTC including plugs. 20” stab in float shoe 94-1334, k-55, BTC 13.3/8" size 13 3/8” conventional float shoe 54.5-72 #, KS5, BTC. 13 3/8” PDC drillable float shoe 54.5-72 #, K55, BTC. ul 3/8" conventional float collar $4,5-72 #, K55,and BTC. With non rotating plugs.rotating), ; 5 13 3/8” hydraulic two stage collar 54.5-72 #, K55, complete with plugs and accessories. 3 95/8" size 1 95/8" conventional float shoe 36- 53.5 #, K-55, BTC. 2 95/8" PDC drillable float shoe 36 -53.5 #, K-55, BTC. 3 95/8" conventional float collar 36 -53.5 #, K-55 , BTC with non rotating plugs. 4 9 5/8” PDC drillable float collar 36- 53.5 #, K-55, BTC. with plugs (Non rotating plugs). i 5 5 5/8” hydraulic two stages collar complete with plugs and accessories 36 = 53.5 #, K-55, BTC (mechanical and hydraulic type) 4 "size 7" conventional float shoe 26-32 #, N-80, BTC. 7" PDC drillable float shoe 26-32 #, N-80, BTC. 7” conventional float collar 26-32 #, N-80 with non rotating plugs. 3" pde drillable flat collar 26-32 #, N-80, BTC. With plugs. (non rotating plugs). yr Ntwo stages collar complete with plugs and accessories (mechanical and hydraulic type) 26-32 #, N-80 ‘2. 5° conventional float shoe & collar, new vam, 18#, N-80 b. 5” Hyd. & mech. type two stages collar complete with plugs® accessories 6133/8" cement retainer 54.5-72 # with bridging element 7 9 5/8” cement retainer 36 -43.5 # with bridging element 9 5/8" fastdril cement retainer 36 -43.5 # with bridging element 8 7 cement retainer 26" - 32" with bridging plug. 7" fastdril cement retainer 26" - 32" with bridging plug 9. 5" cement retainer 18# with bridging element '5" fastdril cement retainer 18# with bridging element 10 13 3/8”, 9 5/8”, 7" cement basket. 11 13.3/8", 9 5/8” and 7” scratchers 5 DRY CEMENT AND CEMENT ADDITIVES “SALES ITEM” The CONTRACTOR shall provide the COMPANY with the following material to mix cement slurry as per lab test:- | «G”, DYCKEROFF BLACK LABEL DRY CEMENT 2 Cement additives as shown in the attached table # 1 in addition to the other Contractor's chemicals and additives product. 6 General Notes: 1. CONTRACTOR shall provide experienced, competent labourers, operators and supervisors for the duration of this Contract and any extension thereof. Page 4 of 92, AILCONTRACTOR’s rates and prices include, without limitation, personnel salaries overtime, quartering & feeding, social insurance, taxes, mobilization and demobilization costs for its personnel, tools and equipment, and CONTRACTOR's overheads and profits 3, CONTRACTOR shall arrange leave or vacation periods for its personnel so that an adequate number of personnel will be available at all times to accomplish Services by the scheduled completion date. 4, Prior to mobilization, CONTRACTOR shall ensure that its personnel are in good physical condition. 5. CONTRACTOR shall provide periodic and final reports and drawings to COMPANY as the Scope of Work. required under the applicable provisions 6, Title, excluding tsk of loss, in and to all products of Services and all equipment and materials fumished by ot paid by COMPANY, remains with COMPANY at all times during the performance of Services. Z-CONTRACTOR should be able to supply cement equipment, pumping services, cement chemicals & casing accessories as a package/ complete service. 8. tn the performance of the services, CONTRACTOR will maintain strict discipline and good vee mong its personnel and will not permit any of its employees to engage in activities that might, in COMPANY opinion be contrary or detrimental tothe interest of ‘COMPANY. 9. COMPANY has the right to request the replacement of any CONTRACTOR personnel who were to prove unqualified or physically unfit for this work or were to misbehave or for any reason and CONTRACTOR shall immediately accede to such a request at its own cost and shall provide an acceptable substitute for the work. 10.COMPANY has the right to inspect and reject any or all of CONTRACTOR’s furnished equipment, tools, materials or supplies to be used in services which do not in Company's opinion comply with this contract and CONTRACTOR shall immediately remove from the site and. replace any such equipment, tools, materials or supplies without delay at CONTRACTOR’s expense. 71CONTRACTOR has not the right to remove or transfer from the site Contractor's equipment. tools, materials or supplies as well as those of COMPANY, in CONTRACTOR’s custody withou written approval by COMPANY. 12During the term of this Contract, equipment with improved more efficient or advanced designs become available upon request by COMPANY, CONTRACTOR will supply such new equipme to replace equipment provided hereunder at rates to be mutually agreed upon (if uired) Page 5 of 913,CONTRACTOR undertakes not to release Ua) data concerning the COMPANY’s operation ang thie Comteact and ater any Said PAD? ssithout any written approval from the COMPANY. [A.tnspection certificates for all rental equipment should be available for the equipment prior shipment onshore. 15.An onshore support engineer to be available to provide input in the planning stages and preparation the programs with high level of technical support 16, CONTRACTOR to supply all eross over to adapt its fool 10 fit COMPANY’s casing & pipe. 7.All the rental tools are to be provided with steel thread protestors on the pin and box ends and lifting caps. 18, Any Circulation or infectivity using emt unit before squeeze jo > Jeak-off test , pumping cmt plugs, top job, ..... et should be included in rate of job itself & considered as one job 19, CONTRACTOR shall provide number of cement jobs performed and number of clients in Egypt in last 12 months. 20, CONTRACTOR shall provide experience level and CV's of all qualified operators considered for this tender. D1,CONTRACTOR should have a proven track record of cementing experience in Egypt western desert in order to perform cementing operations for Oasis, 22.1n case of delay or failure of performance, penalty clause shall be applied. 23.In case COMPANY perform two or more squeeze operations or cement plugs, 1op job within 48 hrs only one service charge will be applicable. Page 6 of 91 MODEL WELLS 1) Model well for West Qarun area Casing Size 3133/8" Slurry Type Lead & Tail 12.5 ppg Lead , 15.8 pe Tail 1760 ft Cement Type Dyckerhoff ‘Water Type Fresh Water | BHST/BHCT —__ | 109 Degé/ 9% atid ‘Thickening time @ 50 Bc Lead 05:15 in , Tail 03:45 hr:mn Fluid Loss o¢/30 min N/A Rheology Higher Than Mud Lead 2.5 ml/250 ml in 2 hrs, Tail 1.5 ml/250 Free Water mbin 2 hrs ‘Strength psi in 24 hours Lead 500 psi, Tail 2000 psi Casing Size [o5/e" Slurty Type lead & Tai Slurry Density 12.5 ppg Lead , 15.8 ppg Tall Depth 4250 ft Cement Type Dyckerhoff Water Type [ Fresh Water BHST/BHCT 171 Degt/ 119 Dear — AteThickening time @ 50 Be Lead 06:10 hr:mon Tail 04:35 hrimn | Fluid Loss ce/30 min Tail 250 ml @ 119 DegF and 1000psi Rheology Higher Than Mud im Free Water Zero ‘Strength psiin 24 hours Lead 600 psi, Tall 2200 psi Liner Size 7° Liner/ 5" Liner Slurry Type Lead & Tail Slurry Density. 12.5 ppg Lead , 15.8 ppg Tail Slurry Mixing Lead, Batch Mixing, Tail, Batch Mixing Depth 7200 ft Cement Type _————_| Byckerhoff | Water Type | Fresh Water ae eS ‘BHST/BHCT 202 DegF/ 142 Degr Thickening time @ 50 Bc Lead 06:55 hr:mn , Tail 04:30 hrimn Fluid Loss cc/30 min Tail 48 mlin 30 min @ 161 DegF and 1000psi Rheology Higher Than Mud, Free Water Zero for tail, Lead 1.2 ml/250 ml in 2 hrs. Strength psiin 24 hours [ Lead 1000 psi, Tail 2500 psi 1. Those lab tests shall b drastically changed. 2 Pre-flush or spacer sh 1e the same at the time of the job itself, unless the job conditions ould be recommended with the lab test with its chemical composition. * WATER USED FOR CEMENTING IS FRESH WATER (C Page 8 of 9 (CL-500)2. Well Prognosis | WO Estimated Well Bore Sketch fs a ow perm) nara | nese [tty | omen | nmmconnenon nin | me | | Tm AN) aoe eel | i | | | 008 | | Sa joss! paracenonne |_| _|asecssecronercamasna |__| | ssn Puner spon sree wnEXHIBIT “2” COMPENSATII CONTRACTOR shall be paid for the performance of the required services mentioned in Exhibit 1" Scope of Work" as per attached Appendix “A”. For any additional Services not mentioned in the Scope of work, CONTRACTOR shall be paid as per CONTRACTOR’s price list MEA 2010, subject to 15% discount, excluding any general terms and conditions included therein. CONTRACTOR shall pay all costs to repair or replace its equipment and to remedy any damage caused by normal wear and tear, or negligent handling or misuse or loss of equipment. CONTRACTOR will be liable for poor performance of the offered equipment in the Contract. CONTRACTOR should be responsible for providing all transportation necessary for carrying out and completing services, including but not limited to, any transportation required for transporting to and from the site all the equipment, supplies and tools required for services and all CONTRACTOR employees. In case of equipment & personne! mobilized to the location and the job cancelled, cancellation charge will apply. Any Services or Materials requested by CONTRACTOR and furnished by COMPANY shall be paid by CONTRACTOR at cost plus 15% for Services and 25% for Materials. CONTRACTOR shall be paid its U.S. Dollars invoices as follows: | A> Imported Chemicals, Cement and | Products sales “B- Local Chemicals, Cement and Pr 30% in United States Dollars And Page | of 310, exchange applicable to the Petroleum Sector in effect of the month in which payment is made by COMPANY. This rate currently shall be based on the ‘National Bank of Egypt's rate. If CONTRACTOR at any stage can not cope with COMPANY?’s activity then another Contractor will be called-out and CONTRACTOR will be bear any extra cost provided that such price difference shall not exceed forty percent (40%) of CONTRACTOR?’s prices for the non-performed work. The number of CONTRACTOR personnel & equipment to be fumished under this Contract may be increased or decreased subject to COMPANY's requirement; accordingly the payment will be increased or decreased. EARLY PAYMENT: CONTRACTOR Invoices are subject to 0.5% discount if paid within 30 days. The CONTRACTOR shall submit an irrecoverable Letter of Guarantee to COMPANY, for the amount of U.S. $ 30000 as a performance guarantee for the execution of Cementing Services assigned to CONTRACTOR by virtue to Contract, — Said guarantee will be return to CONTRACTOR after terminate the Contract. However, COMPANY has the right to deduct any amounts from the guarantee, without the need to notification, warning of judicial procedure, in case the CONTRACTOR does not fulfill any of his obligations mentioned herein: a) CONTRACTOR shall repay any amount deducted from his cash deposit for any reason whatsoever during the performance of works charged to him by the COMPANY within ten days from date of his being advised accordingly, in case of a delay in payment, the COMPANY shall have the right to deduct it immediately from his entitlements without need to warning or notice. b) CONTRACTOR shall undertake to a) re-export subject equipment, spare parts, tools, materials and supplies, and’ close all customs certificates imported for its account under Company's umbrella, b) transfer the status of such materials and equipment from Company's Page 20f3 itumbrella to another company doing business in ARE., or ¢) secure necessary import permits and pay any applicable customs duties or taxes thereon as well as any relevant expenses. Notwithstanding of any of the other COMPANY rights, or any other indemnities or Penalties COMPANY may have under its sole discretion, COMPANY has the right to liquidate the above irrevocable Letter of Guarantee in case of Contractor's default or material breach in the performance of the services. BX My Page 3 of 3APPENDIX "A" TABLES OF THE PRICES3. WS MEA 2010 Price Book 3. WS MEA 2010 Price Book Schlumberger Page!Schlumberger Middle East and Asia Well Services 2010 Price List1. CEMENTING SERVICES CHARGES (CAL-Out Bass) cementing services charges on call out basis to caver the Hams ofthe cope of workas defined under Exhibi 22 follows ‘Pumping Eouioment & Personnel Charses ese uipmact and eon! coment 8 ara (sng Stig Deh sch bain otra eo line ey 08500 eo Tos el paso 7am Se [ois aso8 logan peor Fate's eas 08 [ccstes Opens fessor aha Resuned ponerse feoct bec wiser conve Ta Fsactceac mer ata cae 2000 Spacer ene Jor isco with Spm 1600300 pt rac pres 01500 = rca a0 ar 00 wba ogee erence wile pd te acne ter woul ele hon eae at wi pay [iio oe 1. Comanting Services Charges Poges2 sales tas a ae eee ae SLES Ss eaaeawaT ae a Ee Seca a er 5 eT =a as Sa ae Stan meses = Ls 4. Cementing Sorvi——— Iencatequmener sean ey/oay ‘OnERATON fav fo aaa ay-uss 7 fave metanca merase et pest aqunse pacer complete aE — 2 fisaye quekretease mechanical ge oe 700 seas > Peenminctieaie ves etBsmemendereneewe | ay aa 4 fo sre quetreneatiemacrancal ge pi 21500 ano 5 Parermacanea rnmabe verte smieeepactarcompetewit] aa. a op [rmecranct resist tegen pier complete with = mam [rormaive 7 [ema rn ek one on a ae 6 frat cevene mera rie las 250 sons [> ecnancat vielen tt &sqestepcier compete whe a = 8 fever ar, joe a 20s cuickreinntermchail oe ws0 ao1000 122 |vtetoe etre for 2338, 95/0, 7 85" conan etn me 201078 [Lt 1. Camenting Services Charges Pages Schlumberger2. Dry Cement Addititves ‘The following Table #1 contains the prices of the commonly used oll well cementing Products, and table # 2 contains the prices of H-Tech cement Slurry Contractor will charge the actual used number of sacks as per ‘moming report and TADC report. Chemical charge in pound or gallon as per morning report & IADC report. Any other product that isnot listed will be charged as per CONTRACTOR's MEA 2010 Price list less than 15 % discount, TWpe of hanict Tredenane | Packing | Paces See cewenr DyckeboW AP Cass" Comet [bear pa toca Cass 6 Cement ose x fea RETAROER Low Tempera etardr [boat ou [ao [Maun Tempratur Retard [bens on fe fanriroata anitoam Agere over ee an Soting Agent ois eis DISPERSAWT ComentDispersae = sa _ ov tmp Oa a uid toss Fd Lose Agort Fer Low Denies [bie lear Fis toss Agere bree ous Low Trperture Fad Lane brea ori Mico SieaExpancing Agent bise le iftw tice Four acatve boss le fox Water Based Mud Spacer fworusw fost [ns etn ashen wr fs Scavenger seaveneer four fone toss crelaionAdave Catoshene tes ty faa or Mica i | Schlumbergercorte Comer For Low nett Squee22 SquoeeacneTe [ob any Other Chemicals Added By CONTRACTOR os ght & Pui LassConrol-Med Tem [seo [cas [s200 Fra Lose UNIFLAC pier cas (es Gos nght & Fd toes Cortrol-HIGH Teme pre cas (aes0 Fuidiossfor CW 8 as__|700 tata! Sabort 08s Geis [sao surfactant ~ (ri Geis (evan Fu Loss Agent pose Ie eso pispersant poss io eo ow tam Coment Enhancer pies Gas | s800 ow Tomperatur Retardor pois jos (250 Fremporatue A pi2t feats [7500 Tow tmperature apersart pi6s Gas __[rsa0 Sat bond Liquid Dispesant poena ats (200 Fuss aor fis ‘(eco Spacer Adstive [ove fos __[avso Symbetc Uqid coment retarder pier (cats __|s700 Par TorperatreDispersant poss fos __|reco [eseGrevein ative poss ios (aso 2. Dry Cement Additives Page Schlumberger ‘TABLE 1-2}1-TEC CEMENT SLURRY SSLURY TYPE [unrr paces PER BBL ‘SLURRY ich WEIGHT CEMENT(GO-11.5 PPG) WITH HIGH COMPRESSIVE STRENGTH s (osoo-on0 Psi) 4200 upto 5000 psi downhole Pressur teCRETE Blend Ory) rr WEIGHT CEMENT(I 5-13 PPG] WITH HIGH COMPRESSIVE STRENGTH 25004000) }25000 i to $000 psi downhole pressure (LiteCRETE Blond Only) gn WEIGHT CEMENT WITH SPHROLTE BEDS WITH HIGH COMPRESSIVE STRENGTH 14000 snsity (125-13.5ppq) (Blond Only)2. Dry Comant aeiitives Pogee [ABLE 1-2 W-TEC CEMENT SUUASE rama SLURRYTYPE [uNrr PRICE'S" PERBBL ‘SLURRY jr weign CEMENTIIO-"1-5 PPG) “pT WIGH COMPRESSIVE STRENGTH iasoo-4o00 PSI) [#200 pn sud psi downlePressueL LiteGRETE Blend On) gar we ceMenir1 13°F) VOTE = COMPRESSIVE STRENGTH (2004000 psi) 25000 sp xo 500 psi downhole presse {UteCRETE Blend On) gar WEIGhT CEMENT WITH SPHROLTE as WTH HGH COMPRESSIVE STRENGTH 40.00 Density (125-1359p9) (tend OOM FOAM CEMENT 08.00 Squeeze RETE For Low inectvty e000 penstRETE trom 17-20 PPS fsmn00 [pensCRETE from 201-22 009 aco. iexSTONE fom 11-1509 j7s0.00 ature Salt Heating Cement accat este forse circulation coneoTS ‘the above cost per barrel is ‘based on using the same test type of water. The diiference 0 cost per barrel should not condit vary more then 10%,EXHIBIT "3" GENERAL TERMS AND CONDITIONS 1. THE SERVICES ‘The Services in support of COMPANY's activities, which CONTRACTOR shall perform, are those specifically defined in Exhibit "1" attached hereto. The Services will be performed diligently in accordance with the timetable set forth in Exhibit "1" 2. CONTRACTOR 'SUNDERSTANDING OF THE SERVICES Consistent with Clause 10 hereof, CONTRACTOR shall render its Services efficiently, diligently, and in the best workmanlike manner in secordance with the timetable set forth in Exhibit "1". When applicable, CONTRACTOR will exercise its best efforts to furnish COMPANY with accurate information and Contractor's best judgement, recommendations, and interpretations on the basis of the information at hhand and Contractor's expertise. CONTRACTOR and COMPANY understand that any interpretations or recommendations if any provided by CONTRACTOR may be rejected by COMPANY. Notwithstanding the above, CONTRACTOR cannot and doesn’t warrant the accuracy or completeness of any interpretation, recommendation, judgements, analysis, measurement, information, report, Study or data, job designed by CONTRACTOR hereunder and COMPANY has full responsibility for any decision of whatever nature (including without limitation any financial or operational decision) based upon the information and shall defend, indemnify and hold COMPANY harmless in respect thereof. 3. RELATION OF PARTIES CONTRACTOR shall exercise the control, management, and direction of the Services to be carried out and shall have the status of an independent CONTRACTOR. The presence of a COMPANY representative or inspector, to insure that Contractor's Services meet the standards set by COMPANY, shall not relieve CONTRACTOR from any of its responsibilities or obligations hereunder. Page 1 of 24Inno event shall the relationship of the parties be construed to be that of principal and agent or master and servant, 4, LAWS, REGULATIONS AND BY-LAWS CONTRACTOR shall be subject to, and shall require its subcontractors, if any, to be subject to, the applicable laws, directives, judicial decisions, regulations and by-laws of the Country of Operations, and any other country or entity with jurisdiction over COMPANY (as defined in Clause 15(g)), CONTRACTOR, the Services, equipment and personnel provided hereunder, or the drilling operations to which the Services are being applied. 5. CONTRACTOR'S PERSONNEL Subject to Clause 7 hereof, and subject to the requirements set forth in Exhibit "I" CONTRACTOR shall engage, for CONTRACTOR'S account, all, personnel necessary 10 cany out the Services, All such personnel (hereinafter called "CONTRACTOR'S Personnel") shall be employees of, agents of, or directly under subcontract to, CONTRACTOR and, notwithstanding any indemnities provided herein, CONTRACTOR shall be responsible for the payment of wages, salaries and all other remuneration or benefits due to CONTRACTOR'S Personnel, for their safety and their observance of safety measures, for payment of compensation in respect of accident or injury or occupational disease and for payment of any and al contributions to the tax or other governmental authorities in respect of Contractor's; and CONTRACTOR shall defend, hold harmless and reimburse COMPANY for any expense which COMPANY may incur as a result of CONTRACTOR 's failure to comply with such responsibilities CONTRACTOR shall assign to perform the Services only such Personnel as are skilled and experienced in their several trades and callings. Without prejudice to CONTRACTOR'S responsibility for the proper execution of the Services, COMPANY shall have the right to request CONTRACTOR to remove from the Services any member of CONTRACTOR'S Personnel who, in COMPANY's opinion, is incompetent in the performance of his duties or is guilty of misconduct (which may include general incompatibility with any! oie personnel.working with pogo zotas | pecte Sohlumborrana) b) ad COMPANY) Jf CONTRACTOR refuses to abide by COMPANY'S request, COMPANY may terminate this Contract forthwith. Any costs associated with such removal or with the provision by CONTRACTOR of suitable replacement Personnel will be paid by CONTRACTOR. COMPANY will not be liable to make any payment in respect of any of CONTRACTOR?s Personnel removed hereunder once such Personnel have been removed. With the object of promoting efficiency, CONTRACTOR agrees that the Personnel assigned to the Services will not be reassigned from the Services without the prior written consent of COMPANY. CONTRACTOR shall provide back up Personnel in the event that any Service Personnel are removed or unable, for any reason, to fully perform their assigned tasks and duties. 6, WORK ENVIRONMENT In the event that CONTRACTOR is performing the Services in # location other than its own place of business, CONTRACTOR will be subject to all the procedures and regulations applicable to that location including COMPANY's own procedures, regulations and labour agreements which shall be communicated to CONTRACTOR. Where the location in which the Services are being carried out is other than CONTRACTOR's own premises, CONTRACTOR's Personnel shall keep and observe the working hours of the location where the Services are being performed. Work shall be performed on a 24-hour per day seven days per week basis. COMPANY shall provide First Aid to CONTRACTOR’s personnel at COMPANY’s work Sites, while any other medical treatment will be on CONTRACTOR’s account. CONTRACTOR will be responsible for the immediate replacement of incapacitated Personnel. All Transportation of CONTRACTOR's Equipment, Personnel, spare parts and supplies between CONTRACTOR's base and the rig site(s) shall be for CONTRACTOR?’s account and responsibility. The possession of firearms and other weapons in COMPANY's Concession Area is prohibited. Page 3 of 24p 8) h) Consuming, storing, dispensing, or otherwise making available intoxicating liquors or controlled substances to anyone on facilities operated by or in the employ of COMPANY in connection with COMPANY’s operations or CONTRACTOR’s Services is forbidden No one shall by his misconduct cause a breach of peace or public disturbance or otherwise deport himself in a manner detrimental to the best interest of the Country of Operations or of COMPANY. COMPANY will provide fuel, lubricants and oil for CONTRACTOR’s equipment at the rig site (8). Fuel, Lubricants and Oil costs shall be at CONTRACTOR’s account. 7, ASSIGNMENT AND SUBCONTRACTING CONTRACTOR shall not, without the express prior written consent of COMPANY, assign or subcontract the whole or any part of this Contract; and any assignment or subcontract to which COMPANY gives its consent shall not relieve CONTRACTOR from any of its responsibilities or obligations under this Contract. Any assignment or subcontract made by CONTRACTOR shall include a statement that CONTRACTOR is acting for itself as principal and not in any way jointly with, or as an agent for, COMPANY. COMPANY shall have the right to withhold approval of any subcontractor, and shall not be required 10 give @ reason for withholding such approval. 8, SAFETY CONTRACTOR shall familiarize itself with the locations where the Services shall be performed and the hazards, which might be encountered and shall take due precautions as may be necessary to protect CONTRACTOR's Drivers and any other petsons who are at any time directly or indirectly affected by the Services. CONTRACTOR shall at its expense provide CONTRACTOR's Drivers and/or Personnel with any protective clothing required at each location where the Services are being performed, including, at a minimum, safety helmet approved to a recognized international standard, Non-slip safety boots, overalls, gloves, dust masks, ear protectors and eye protectors Page 4 of 24cy CONTRACTOR shall cooperate fully with, and shall comply with, any requests or directives from all proper authorities, including, without limitation, the police, COMPANY, safety officials, and fire authorities should any of them consider there to be a safety hazard and request CONTRACTOR to alter its mode of operations. CONTRACTOR, in addition to being subject to its obligations under all applicable legislation, but without prejudice to both partes agreed rights and obligations defined under Article 15 herein, shall observe and follow any safety rules submitted to CONTRACTOR by COMPANY and any guides, codes and recommendations issued or made by any Government, with jurisdiction over health and safety at work. Without prejudice to both parties agreed rights and obligations defined under Article 15 herein, CONTRACTOR shall comply with all applicable HSE laws and regulations in the Arab republic of Egypt, including but not limited to: . Environment law No. 09/2009 and executive regulations. . Labor law No. 12/2003 (Fifth Book- HSE). . Labor Minister declares No. 118, 122, 126, 154, 153, 180 & 181/203. CONTRACTOR (and its subcontractors) shall comply and implement all COMPANY'S HSE policies, procedures, rules communicated to CONTRACTOR and as amended from time to time, including COMPANY'S: a) HSE policy. b) HSE procedures and practices. ©) Driving rules. 4) Personal protective equipment. e) Emergency planning and preparedness. £) Permit to work systems. g) Incident reporting and investigation. hh) Industrial hygiene and medical check-up. i) Fire protection equipment. j) HSE inspection and audits. k) CONTRACTOR'S infringement penalties, and Page § of 24“Any specific security instructions issued and notified to CONTRACTOR by the COMPANY. 9. DRAWINGS, DOCUMENTS TO BE RE TURNED TO THE COMPANY All data, logs, charts, drawings, tracings, documents, calculations, computer print ‘outs, and the like, which may be produced in connection with this Contract, shall become COMPANY's property, and shall be handed over to COMPANY at any time ‘at COMPANY'S request, and, if not before, on completion of the Services or termination of the Contract. COMPANY shall have and retain the right to reproduce in whole or in part any and all data, charts, and drawings furnished by or through CONTRACTOR notwithstanding any notations on such drawings, etc., furnished by or through CONTRACTOR. COMPANY shall have unrestricted use of such engineering data and drawings. ‘10. EQUIPMENT AND STANDARD OF WORKMANSHIP _ CONTRACTOR, at its expense, shall supply Service Personnel with all necessary parts, equipment and supplies required to perform the Services, as more specifically set forth in Exhibit CONTRACTOR shall perform the Services in accordance with the highest standards of workmanship in the international petroleum industry by reputable contractors performing services of a similar nature. CONTRACTOR hereby represents that it has specified expertise, which it will ullize in the performance of the Services, and CONTRACTOR acknowledges that COMPANY is entering into this Contract in reliance upon such representations. CONTRACTOR guarantees the Services against defects in workmanship or in any design carried out as part of the Services, for a period of twelve (12) months from the date that the Services are completed Upon receipt of written notice from COMPANY of any breach of such guarantee, provided that such notice was made prior to CONTRACTOR’s demobilization from COMPANY’s worksite, the part or parts of the Services affected by the breach of guarantee shall, if so required by COMPANY, be re-performed by CONTRACTOR. CONTRACTOR guarantees such rework, All costs incidental to such rework and testing thereof-~shath—be—borne—by- Page 6 of 24 Uowsll dcblumbe:CONTRACTOR. However, the expiration of guarantees provides by CONTRACTOR herein shall not prejudice or prescribe COMPANY 's rights and remedies against CONTRACTOR with respect to any acts of omissions of CONTRACTOR. CONTRACTOR shall carry out such testing and inspection of materials, supplies, equipment, and workmanship as may be required by COMPANY. COMPANY shall have the opportunity of carrying out at any time and from time to time any additional tests and inspections that COMPANY may consider necessary. CONTRACTOR shall provide sufficient, safe, and proper facilities at all times for such tests and inspection and shall fumish COMPANY with all information conceming the Services that COMPANY may require, 11. DAILY LOGS AND FINAL REPORT CONTRACTOR shall keep a daily log of its operations and such Jog shall be open to inspection by COMPANY at any time. Further, CONTRACTOR shall make a detailed progress report to COMPANY monthly, or at such intervals as COMPANY may stipulate. It is a condition of this Contract that the Services should be performed in accordance with the Contract completion date and timetable for the performance of the Services set out and referred to in Exhibit "1" and elsewhere in this Contract. If in the opinion of COMPANY, progress in carrying out the Services is too slow to ensure completion on schedule, CONTRACTOR shall take immediate measures, such measures being first subject to the approval of COMPANY, by overtime working, by bringing in additional Personnel or by other measures to bring the Services back on schedule. If the slow progress is attributable to CONTRACTOR, such measures shall be at its expense. On completion of the Services, CONTRACTOR shall submit to COMPANY, if so requested, a final report outlining the Services performed and data of any tests carried a /~ / 4, fv Page 7 of 2412, TERMINATION OF CONTRACT a. COMPANY may, by not less than 30 days written notice to CONTRACTOR, terminate this CONTRACT at any time for any reason. On such termination CONTRACTOR shail be entitled to recover from COMPANY: () All monies due in respect of the Services up to the date of termination, and (i) Any direct costs resulting from termination shown to have been reasonably and properly incurred by CONTRACTOR including, but not limited to, cancellation charges paid or payable to subcontractors. COMPANY shall not be liable to make any other payment whatsoever (including any payment in respect of lost profit) to CONTRACTOR in respect of such termination. b. Notwithstanding sub-clause 12 (@) above, in the event that CONTRACTOR fails without good cause to perform the Services or any part thereof or to perform any of its obligations hereunder, or in the event that CONTRACTOR or Contractor's parent goes into liquidation (other than voluntarily for the purpose of re-organization or reconstruction), makes an arrangement, composition or compromise with its creditors or has a Receiver appointed in respect of the whole or any part of its assets, or any equivalent of the above occurs under the Iaw of the country governing CONTRACTOR or Contractor's parent, COMPANY shall have the right at any time thereafter, to terminate this CONTRACT forthwith without any liability to pay CONTRACTOR any compensation for such termination, other than payment for Services performed prior to termination, Such termination shall be without prejudice to COMPANY's rights under this Contract and its rights under the law to claim damages against CONTRACTOR for its failure to perform the Serviees or any part thereof. 13, TEMPORARY SUSPENSION OF THE SERVICES COMPANY shall have the right, by giving fifteen (15) days prior notice in writing to CONTRACTOR, to suspend the whole or any part of the Services temporarily at any time, and from time to time, for COMPANY's own reasons, compensating CONTRACTOR for any extra expenses necessarily incurred by CONTRACTOR ‘as a direct result of such suspension; provided, héwevers! that, where such Extra; Page 8 of 24 aii, expenses are claimed CONTRACTOR shall furnish COMPANY with such supporting documentation as COMPANY may reasonably require. Suspension shall apply only to the part of the Services specified in the notice COMPANY shall also have the right, by giving notice in writing, to suspend the operations of CONTRACTOR in the event of fault or failure of CONTRACTOR in carrying out CONTRACTOR's obligations under this Contract. In such event, no compensation shall be payable by COMPANY to CONTRACTOR as a result of such suspension. Suspension shall apply only to the part of the Services specified in the notice, COMPANY shall have the right at any time, after giving a suspension notice as provided above, to resume any part of the Services so suspended by giving notice in writing to CONTRACTOR to that effect and CONTRACTOR shall resume its Services within five (5) days of the issuance of COMPANY's notice to CONTRACTOR CONTRACTOR shall, during the suspension of Services, properly protect and secure any materials and equipment used in the performance of the Services. 14, INSURANCE CONTRACTOR agrees to procure and maintain at its expense during the term of this Contract insurance coverage's of the types and with limits of liability not less than those set out below: Social Insurance covering Egyptian employees according to Social Insurance Law of the Arab Republic of Eeypt and the decisions of Social Insurance Minister Nos. 255 of the year, 1982 and 74 of the year 1988. Insurance which CONTRACTOR is obliged to carry under all applicable workmen's compensation and occupational disease laws and which shall cover all of C CONTRACTOR's employees performing work under this Contract_and Employer's Liability Insurance with a limit of as follows: U.S. Employees not less than U.S. $ 250,000 per Person. Non-U.S. Employees not less than U.S. $ 100,000 per Parson. = Page 9 of 24iii, iv. v Egyptian employees not less than L.E, 250,000 per person. General Public Liability Insurance to cover all locations at which operations are to be performed with a bodily injury and property damage limit of not less than US. $500,000 per occurrence. Such insurance shall include coverage for all liability assumed by CONTRACTOR under the terms of this Contract with limits of liability not less than those set out above. Automobile Liability Insurance which CONTRACTOR is obliged to carry under all applicable laws with a combined bodily injury and property damage limit of not less than L.E. 300,000.00 per accident. Such other types and amounts of insurance as CONTRACTOR deems necessary or as required by any applicable law. The above stated minimum requirements are not to be considered indicative of the amounts and types of insurance which CONTRACTOR needs or may ultimately need; and all insurance policies obtained by CONTRACTOR shall contain a waiver of subrogation in favor of COMPANY, as defined in clause 15(g). "COMPANY" as used in this Clause shall have the meaning ascribed to it in sub- clause 15(g). CONTRACTOR shall furnish to COMPANY, prior to commencement of the Services, certificates of insurance stating: a) that the insurance coverage set out in Clause 14(a) above has been obtained by CONTRACTOR; b) that all policies listed in Exhibit 3, clause 14(a) provide for insurer's waiver of all rights of subrogation against COMPANY; and (c) that said insurance will not be changed or cancelled without at least thirty (30) days prior written notice to COMPANY. Such certificates must be signed by an authorized representative of each insurer and all coverage must be written on policy forms and by Egyptian insurance companies approved by COMPANY. If requested by COMPANY, CONTRACTOR shall furnish COMPANY with certified copies of all such policies. CONTRACTOR shall determine that each and every subcontractor employed by CONTRACTOR for operations under this Contract shall carry and pay for insurance in amounts that CONTRACTOR deems adequate to cover the Services performed by that particular subcontractor. When requested by COMPANY, CONTRACTOR shall furnish, of cause to be furnished to COMPANY in {ig Huunner-aboxe provided, Page 10 0f24 | GH Goh itiny acertificates {rom the insurance companies as to the insurance coverage for each subcontractor. COMPANY may, at its option, require CONTRACTOR to secure, or cause to be secured, for a subcontractor insurance coverage equal to the minimum requirements for CONTRACTOR as set out above, by written request to CONTRACTOR that such minimum coverage be obtained. Neither failure by CONTRACTOR, whether the failure be total or partial, to comply with any or all of the. Insurance provisions of this Contract, nor the failure to secure endorsements on the policies as may be necessary to carry out the terms and provisions of this Contract, nor full compliance shall be construed to limit or relieve CONTRACTOR from the obligations of this Contract, anything to the contrary notwithstanding, 15, INDEMNITY a. Except as otherwise specifically provided, each party (indemnifying party) hereby agrees to indemnify and hold the other party (indemnified party) harmless from and against any loss or liability (including legal expenses) arising out of any claim, libel, or cause of action for loss of or damage to indemnifying party's property, and injuries to or death of indemnifying party's employees, caused by or resulting from or growing out of or incidental to the Services performed under this Contract and shall, at the option of indemnified party, defend indemnified party at indemnifying party's sole expense in any litigation involving the same regardless of cause including the negligence in any form of the indemnified party. b. COMPANY shall assume liability to the extent uninsured for the depreciated value of Contractor's equipment lost or damaged in the hole or while being transported by COMPANY or by Company's sub contractor or while under the custody of control of COMPANY. For the purpose of this Contract, depreciated value will be the purchase price, less accumulated depreciation at two and one-half (2 ¥) pereent per month from the date of First usage in the COMPANY. At the time CONTRACTOR submits his invoice for any such loss of equipment, CONTRACTOR will also submit documentary evidence of purchase price and first usage, If such equipment is capable of being repaired, COMPANY will reimburse CONTRACTOR for all costs involved in ne ena, in cluding Page 11 of 24handling costs or pay the depreciated value of the equipment, whichever is the lesser amount. The liability of Contractor, however arising from or in connection with the performance of this Contract (whether for breach of Contract, negligence, misrepresentation or otherwise) shall not in any circumstances exceed the full value of the consideration paid or payable by COMPANY hereunder prior to the date upon which the cause of such action arose Notwithstanding, anything herein to the contrary, COMPANY shall defend, indemnifying and hold CONTRACTOR harmless from and against any claim arising out of (3) loss or damage to the well, the formation or the reservoir and the cost of re-drilling the well; (ii) loss, damage, injury and or/death resulting from fire, an explosion, a wild well or blow-out and all costs associated with such events; including but not limited to any damages caused to a rig/vessel as well as any downtime or remediation/recovery time; and/or cost of re-completion and re- running of the services or replacement of any installation; (iii) loss, damage, injury and/or death resulting irom pollution and/or contamination emanating from the swell and/or reservoir, including all cost of containment, clean-up and disposal; (iv) loss, damage (including the cost of containment, clean-up and disposal), injury and/or death resulting from radioactive contamination originating below the surface or in the event of contamination originating above the surface, whilst the radioactive source in under COMPANY’s direct or indirect custody and control; and or (v) loss, damage, injury and/or death suffered by any third party resulting from any of the above events including loss or damage to oil and/or gas production facilities or pipelines or any third party installations or rigs/vessels within a 500 meter radius of the worksite. Neither party shall be liable to the other, in actions brought by the other, for special, indirect or consequential damages resulting from or arising out of this Contract, including, without limitation, loss of use, loss of profit or business interruptions, however same may be caused and regardless of the sole or concurrent negligence of the other party. In no event shall this sub-clause limit the indemnities given herein with respect to action brought by third parties. For the purposes of the indemnities, "COMPANY" means Company, its shareholders and their parents, including but not limited-to-their_subsidi Page 12 of 24 voll Sopieeaffiliates, and all of their directors, officers, employees and agents and Company other contractor. g. CONTRACTOR shall mean CONTRACTOR, its sharcholder and their parents, including but not limited to their subsidiaries and affiliates, and all of their directors, officers, employees, agents and subcontractors. 16. PATENTS, COPYRIGHTS AND TECHNOLOGY a, CONTRACTOR owns all rights to the proprietary intellectual property embodied in the services and supplies CONTRACTOR provides to COMPANY or which are created in the course of providing such services or supplies to COMPANY. CONTRACTOR doesn’t transfer any ownership rights in such intellectual property to COMPANY. b. CONTRACTOR will not be liable for intellectual property infringement that arises (i out of COMPANY’s use of CONTRACTOR supplies or services in combination with products or services not provided by CONTRACTOR; (ii) where CONTRACTOR supplies or services have been specially modified, designed and/or manufactured to meet COMPANY’s specification; (jii) out of unauthorized additions or modifications to CONTRACTOR supplies or services; or (iv) where the COMPANY’s use of CONTRACTOR supplies or services doesn't correspond to CONTRACTOR published standards or specifications. CONTRACTOR may accept liability for intellectual property infringement claims arising out of COMPNAY’s normal use of CONTRACTOR supplies and services. 17, CONFIDENTIALITY CONTRACTOR undertakes and will insure that any Personnel provided by CONTRACTOR hereunder undertakes, to keep confidential and not to use, nor disclose to any third party, any technical information or operating data in connection with the Services and Company's exploration and production operations. Such obligation shall continue in full force and effect during the term of and after the expiration or termination of this Contract. CONTRACTOR warrants that all ‘tonot-diselose-any.shich, Schiumbersor Sic Contractor's Personnel shall be under explicit instructions= Page 13 of 24information to third parties. All information provided by CONTRACTOR to COMPANY pursuant to this Contract shall be the property of COMPANY. However, nothing shall deprive CONTRACTOR of the right to use or disclose any information which a) is already known to the CONTRACTOR as of the date of disclosure; b) is already in possession of public or becomes available to the public other than through the act or omission of the CONTRACTOR; c) is required to be disclosed under applicable law or by a governmental order, decree, regulation or rule (provided that the CONTRACTOR shall give written notice ta COMPANY prior to such disclosure or d) is acquired independently from a third party that represents that it has the right to disseminate such information at the time it is acquired by the CONTRACTOR. 18. FORCE MAJEURE Except for the duty to make payments, which are due hereunder, neither party to this Contract shall be considered in default in performance of its obligations hereunder to the extent that the performance of such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, ho: disturbances, epidemic, accident, fire, lightning, flood, wind, storm, earthquake, ities, restraints of rulers or people, revolution, civil commotion, strike, labor explosion, blowouts, crater, blockade or embargo, lack of or failure of transportation facilities, or any law, proclamation, regulation or ordinance, demand, or requirement of any government or any government agency having or claiming to have jurisdiction over the drilling operations or with respect to the Services provided hereunder, or over the parties hereto, or any act of God, or any other act of government, act or omission of supplier or any other cause, whether of the same or different nature, existing or future, which is beyond the control and without the fault or negligence of the party asserting benefit of this clause. Each party shall do all things reasonably possible fo remove the force majeure cause. If CONTRACTOR is affected by an occurrence referred to above it shall give written notice thereof without delay to COMPANY. Failure to give such notice shall preclude CONTRACTOR from claiming that its performance, was delayed by Foree——... Page 14 of 24 ba! OP baileMajeure. CONTRACTOR shall notify COMPANY in writing as soon as possible but in any event within three (3) days of the occurrence of the impact, if any, of the occurrence on the timetable appearing in Exhibit "I", set out and referred to elsewhere in this Contract, for the performance of the Services. If'no impact is so notified within the time specified above there shall be deemed to be no impact on the performance of the Services. In the event that any occurrence referred to above causes a prolonged delay in performing the service, or in the event that an interruption in operations through the ‘occurrence referred to above may reasonably be anticipated to continue for prolonged period, COMPANY may terminate this Contract without giving rise to any claim for compensation from CONTRACTOR other than for the Services completed up to the time of termination and for the cost of unused materials reasonably ordered. for the Services by CONTRACTOR (any such unused materials becoming the property of COMPANY) .The meaning of "prolonged" in this sub-clause shall depend upon the nature of the Services and the effect of the delay or period of interruption on Company's overall work schedules and programs of which the Services form a part within this context, a delay of less than thirty (30) days might be "prolonged", but any delay of thirty (30) days or more shall in any event be deemed to be "prolonged". 19, PRICE AND PAYMENT For satisfactory performance of the Services, COMPANY shall pay CONTRACTOR the compensation provided for in Exhibit "2" hereto. As indicated in Exhibit "2", payments will be made monthly against Contractor's invoices. CONTRACTOR shall submit its invoices denominated in U.S. Dollars and describing the services performed by the tenth of each month for Services performed during the previous month. Except where COMPANY disputes the extent of the Services, or the standard of performance of the Services claimed to have been performed, COMPANY shall make payment by check within forty-five (45) days of receipt of Contractor's invoices. In the event CONTRACTOR wishes to be paid by wire transfer, the cost thereof, currently U.S.$ 30, shall be bore by CONTRACTOR and deducted from each payment. Such payment by COMI shall not prejudice Page 180f26its right in the future to dispute any part of any invoice including any invoice already paid. In case of dispute over any part of any invoice, COMPANY shall not delay payment of the undisputed part of the invoice but shall withhold the disputed portion pending resolution of the dispute. No past due interest will be assessed on disputed amounts during the dispute period, Should any outstanding undisputed invoice remain unpaid beyond ninety (90) days, CONTRACTOR shall entitled to suspend or cancel the provision of the services subject to 15 days prior notice to COMPANY, without being liable to the COMPANY for any payment or damages in respect of such suspension and without prejudice to any of CONTRACTOR?’s other rights under this Contract and/or otherwise. 20, ASSIGNMENT BY COMPANY COMPANY (and subsequent assignees and successors. of such assignees) shall have the right to freely assign this Contract and all rights and obligations incident thereto. CONTRACTOR shall not assign any part of this Contract without the prior written consent of COMPANY. 21. AUDIT, COMMISSIONS AND REBATES Subject to prior written notice © CONTRACTOR, at any time during the Term hereof and for two years thereafter, the COMPANY, either or both of COMPANY shareholders, or their duly authorized representatives shall have access to, and the right to audit, any of Contractor's and its subcontractors’ books, vouchers and receipts relating to or bearing upon the correctness of Contraetor's invoices. CONTRACTOR will preserve and will cause its subcontractors to preserve all of said records during the aforementioned period and will, upon written request, make them available to COMPANY. Such audits will be made during Contractor's normal working hours. COMPANY will notify CONTRACTOR of any matters arising in an audit which necessitates the making of an adjustment; and such adjustment, by reimbursement of COMPANY ot otherwise, shall then promptly be made, COMPANY shall also have the right to obtain statements from any of Contractor's Personnel {0:the'ext Page 16 of 24ch necessary, and CONTRACTOR shall make such Personnel available at their assigned locations CONTRACTOR shall not pay or accept any commissions, fees, or make or accept any payments or rebates to or from any employee or officer of COMPANY or of any subcontractor, or favor employees or officers of COMPANY with gifts or entertainment of significant cost or value, or enter into any business arrangements with employees or officers of COMPANY (other than with authorized representatives of COMPANY) without Company's written approval. If CONTRACTOR {ails to observe the provisions of this Article, COMPANY shall have the right to terminate this Contract immediately by giving written notice thereof. CONTRACTOR shall be responsible for holding its subcontractors to the same standard of conduct and performance as required in this Clause 21. Any payments or rebates received by CONTRACTOR shall be immediately reported to COMPANY. 22, NOTICES ‘All notices required herein to be given, and billings and payments made hereunder, will be deemed to have been properly given or made if delivered in person or mailed or sent by cable or telex to the respective party at the address indicated in accordance herewith. COMPANY: Oasis Petroleum Company 27 Road 270 ‘New Maadi, Cairo, A.RE. Fax: 25202743 Attention: General Manager CONTRACTOR: Dowell Schlumberger Middle East, Inc. 25, Zeiny Tower, Misr Helwan Road, Maadi, Cairo- Egypt Tel: 27687400 Fax: 23594526 Attention’ General Manager Page 17 of 2423, TAXES AND DUTIES a. CONTRACTOR shall pay all taxes assessed against CONTRACTOR in connection with the Services and agrees to indemnify COMPANY and hold COMPANY safe ‘and harmless against any and all claims or liability for income, excess profits, corporation and other taxes, and fines, penalties and interest thereon assessed or levied by the Country of Operations or any political subdivision thereof or by the government of any other country against CONTRACTOR ot Contractor's subcontractors or against COMPANY for or on account of any payment made to or eaned by CONTRACTOR or Contraetor's subcontractors in respect of the Services performed hereunder. CONTRACTOR further agrees to protect and keep COMPANY safe and harmless against all taxes and related fines, penalties, and interest thereon assessed or levied against or on account of wages, salaries or other benefits paid to Contractor's employees or employees of Contractor's subcontractors and all taxes assessed or levied against or on account of any property or equipment of CONTRACTOR or Contractor's subcontractors. Prior to submitting its initial invoice for payment, CONTRACTOR shall display its taxation card and submit a photocopy of it to COMPANY which indicates the most recent tax declaration submitted to the Egyptian tax authorities, b. Oasis Petroleum Company is exempted from Sales Taxes according to Law No. "11" of 1991 Article "4" since Oasis from the Petroleum Companies formed under law 1994 of ARE. . COMPANY may, without liability to CONTRACTOR, withhold income, excess profits and other taxes from payments by COMPANY to CONTRACTOR or Contractor's subcontractors to the extent that such withholding may be required by the government of the Country of Operations or any political subdivision thereof of by the government of any other country, unless CONTRACTOR has submitted satisfactory evidence indicating that CONTRACTOR is exempted from paying such amounts. @. Should the Compensation or any part of it be calculated, in accordance with this Contract, by reference to expenditure incurred by CONTRACTOR or any subcontractors, the CONTRACTOR shall make all reasonable effort to minimize its liability to pay, and to recover, any value added tax, and-other taxes Page 18 of 24levies, imposts, duties, and license fees, which it is legally entitled so to do and CONTRACTOR shall insure that its subcontractors do the same. Contractor's invoices shall separately itemize any of the above-mentioned taxes, duties and fees, which it seeks to recover from COMPANY. If, as a result of any future new legislation or change in the interpretation of existing legislation after the Contract effective date, which result additional cost to CONTRACTOR for performing the Contract, then both parties shall mutually agree on price revision to reflect such additional cost. CONTRACTOR'SEQUIPMENT IMPORT AND RE-EXPORT (ci) CONTRACTOR, at its expense, shall be responsible for clearing its equipment both into and out of the Country of Operations unless COMPANY elects to import and export such equipment in its name (but at Contractor's expense) in response to local laws, or in order to legally exempt the equipment from customs duties. (ci) CONTRACTOR agrees that it will only import into the Arab Republic of Egypt such materials, equipment, supplies, tools and spare parts to be used in Contractor's performance under this Contract, and after notifying COMPANY and obtaining necessary approval of such import. (c-iii)immediately upon termination or expiration of this Contract, CONTRACTOR shall undertake to a) re-export subject equipment, spare parts, tools, materials and supplies, and close all customs certificates imported for its account under Company's umbrella, b) transfer the status of such materials and equipment from Company's umbrella to another company doing business in A.R.E., or c) secure necessary import permits and pay any applicable customs duties or taxes thereon ‘as well as any relevant expenses. CONTRACTOR shall hold COMPANY harmless from any fees, taxes, costs, expenses or duties in connection herewith, (e-iv)Within one month from termination or expiration of this Contract, CONTRACTOR shall produce evidence to the satisfaction of COMPANY that all customs obligations for its materials, equipment, supplies, tools and spares imported under Company's umbrella have been fulfilled-by-one.of. the_options_. Page 19 of 24stated in the sub-clause (23-c-iii) above. Failing such evidence, COMPANY shall be entitled to withhold all payments due to CONTRACTOR up to the disputed amount claimed by the customs authorities and the related expenses. g. All charges hereunder are inclusive of any excise, sales, or use taxes, or taxes of a similar nature, which may be legally imposed, on the furnishing of equipment and services, and the amount of any such taxes shall be for Contractor's account COMPANY shall not be obligated to reimburse CONTRACTOR for any taxes, duties or other charges imposed upon either the household goods or personal effects of Contractor's Personnel. 24- WARRANTEE In the event of sales/purchased Supplies and/or Materials, the following terms shall have the respective meanings assigned below: “Products” means the equipment sold by CONTRACTOR to COMPANY, — “Equipment/equipment” means the tools used by CONTRACTOR to perform the Services. “Supplies” means goods, materials, raw materials, equipment components, and all other items designed, manufactured and/or assembled by CONTRACTOR. CONTRACTOR warrants: a) that all Equipment & Products furnished shall be as specified in the Contract; b) that all Equipment & Products shall be free from defects, workmanship, and materials; ©) that all Products provided by CONTRACTOR are in conformity with specifications and pursuant to the Contract; and 4) subject to article 16, that the Supplies & Products and the sale and use thereof will not constitute infringement or contributory infringement on any copytight or trademark, or violation of any trade secret. CONTRACTOR warrants that the Products delivered, designed and/or manufactured Page 20 of 24by CONTRACTOR, when properly installed and serviced by authorized service representative and when properly used and maintained, shall be free from defects in material and workmanship for a period of one (1) year from the date of first installation and startup or eighteen (18) months from the date of shipment from CONTRACTOR, whichever occurs first. CONTRACTOR’s obligation under this warranty shall be limited, at CONTRACTOR’s sole option, to the replacement or repair of the part (or parts) or Produets, which prove(s) defective in material or workmanship within the aforesaid period, provided that COMPANY gives CONTRACTOR prompt written notice of any defect or failure, and satisfactory proof thereof. Any defective part or parts must be returned to CONTRACTOR’s factory or to an authorized service center for inspection, CONTRACTOR will deliver replacements for defective Products to COMPANY, to the destination provided for in the original order with no charge. CONTRACTOR shall incur all costs carried out as a result of repair, replacements, inspection, transportation, re-installation and re-testing during the warranty period. Products retumed to CONTRACTOR for which CONTRACTOR provides replacement under this warranty shall become the property of CONTRACTOR. This limited warranty does not apply to normal wear and tear, or sub-standard performance caused by well conditions, including but not limited to abrasive materials, corrosion due to aggressive fluids, lightning, improper voltage supply, mishandling or misapplication, CONTRACTOR’s obligations under this warranty shall not apply 0 any Product which (a) is normally consumed in operation (for example, anodes), or (b) has a normal life inherently shorter than the warranty period stated herein (for example, paper charts), In the event that any Product is altered or repaired by COMPANY or any person other than CONTRACTOR’s authorized service representative, without prior written approval by CONTRACTOR, or in the event that COMPANY sells or leases the Products to a third Party, all warranties are void. Products and accessories supplied by but not manufactured or designed by CONTRACTOR are warranted only to the extent of and by the original manufacturer's warranty. A new warranty period shall not be established for any Produet repaired or replaced under warranty. Such items arranty period on the shall remain under warranty only for the remainder of th Page2tof24 |original Products. On the contrary, the warranty period of CONTRACTOR shall be extended by any period(s) equal to the period(s) during which CONTRACTOR has been out of operation, or delayed in putting into operation as a result of a defect to which this warranty applies. 25, APPLICABLE PERMITS AND VISAS COMPANY assumes responsibility for securing valid permits for CONTRACTOR; its employees, subcontractors, and equipment to enter upon the Concession Area and perform the Services contemplated hereunder. COM'PANY will furnish CONTRACTOR the pertinent provisions of any such permits and CONTRACTOR agrees to be subject to all provisions thereof in the performance of the Services. CONTRACTOR shall be responsible for arranging import and export of its equipment into the Country of Operations, provided, however, that COMPANY agrees to assist CONTRACTOR in such endeavours. (If operations are suspended or delayed due to Contractor's inability, despite his best efforts, to arrange for such importation or exportation, such inability shall be considered Force Majeure.) However, CONTRACTOR shall be responsible for obtaining necessary visas and work permits of its employees and CONTRACTOR shall be responsible for any qualification or registration to do business in the Country of Operations. 26. ENGLISH LANGUAGE ‘The English Language shall be used throughout in CONTRACTOR's communications, reports, correspondence, drawings, specifications, calculations and invoices submitted to COMPANY. 27, ENTIRE AGREEMENT/AMENDMENT This Contract shall constitute the entire agreement between the Parties as to the Services and it| takes the place of and excludes all written or oral statements, representations gnd warranties which may have been made by or on behalf of either of the parties prior|to the date hereof, Furthermore, this-Contract may only be amended Page 22 of 24by a clear statement in writing signed by a duly authorized representative of each of the parties hereto. (28. PUBLICITY CONTRACTOR shall obtain COMPANY's prior approval in writing of the text of any public announcement or statement it proposes to issue in connection with the Services, or this Contract. 29. ARBITRATION AND GOVERNING LAW Any dispute, controversy or claim arising out or relating to this Contract, or breach, termination or invalidity thereof between COMPANY and CONTRACTOR shall be settled by arbitration in accordance with the Arbitration Rules of the Cairo Regional Centre for International Commercial Arbitration -Cairo in effect on the date of this, Contract. The award of the arbitrators shall be final, binding on the parties and not subject to appeal. ‘The arbitration tribunal shall be composed of three arbitrators. Each party shall appoint one arbitrator. If within thirty days after receipt of the claimant's notification of the appointment of an arbitrator the respondent has not notified the claimant in writing of the name of the arbitrator he appoints, the claimant may request the Centre to appoint the second arbitrator. The two arbitrators thus appointed shall choose the third arbitrator who will act as the presiding arbitrator of the tribunal. If within thirty days after the appointment of the second arbitrator, the two arbitrators have not agreed upon the choice of the presiding arbitrator, then either party may request the Secretary General of the Permanent Court of Arbitration at the Hague to appoint the presiding arbitrator in the same way as a sole arbitrator would be appointed under Article 6.3 of the UNCITRAL Arbitration Rules. The arbitration proceedings including the making of the award shall take place in Cairo. The provisions of this Contract relating to Arbitration shall continue in force not withstanding the termination of this Contract. ‘The award rendered shall be final and may be entered in any court having jurisdiction and application may be made in such court for or an order of enforcement, as the case may be, COMPANY and CONTRACTOR agree that if for whatever reason arbitration in accordance with the above procedure cannot take place, then alldisputes, controversies of claims arising out of or relating to this Contract or the preach, termination or invalidity thereof shall be settled by arbitration in accordance with the UNCITRAL Rules ‘The construction, validity and performance of this Contract and matters pertaining thereto will be governed in all respects by the laws of the Arab Republic of Egypt. 30. MISCELLANEOUS ‘The headings and caption used in this Contract are ‘used for convenience only and shall not be deemed to be of a substantive nature in construing the provisions of this Contract. ‘The waiver on the part of any party to this Contract of one or more of its rights hereunder shall not be deemed or construed as a continuing waiver om the Pat of such party so as to prohibit such party from demanding the full performance of the other party's obligations and the enforcement ofall such party's rights in accordance with the provisions of this Contract. Page 24 of 24